Notes to Financial
Statements
May 31, 2013
1. Organization
Trust for Professional Managers (the “Trust”) was organized as
a Delaware statutory trust under a Declaration of Trust dated May 29, 2001. The
Trust is registered under the Investment Company Act of 1940, as amended (the
“1940 Act”), as an open-end management investment company. The Jensen Quality
Value Fund (the “Fund”), formerly known as the Jensen Value Fund, represents a
distinct diversified series with its own investment objectives and policies
within the Trust. The investment objective of the Fund is long-term capital
appreciation. The Trust may issue an unlimited number of shares of beneficial
interest at $0.001 par value. The assets of the Fund are segregated, and a
shareholder’s interest is limited to the fund in which shares are held. The Fund
became effective and commenced operations on March 31, 2010. The Fund currently
offers Class J and Class I shares. Class J shares are subject to a 0.25%
distribution (Rule 12b-1) fee and Class I shares are subject to a shareholder
servicing fee up to 0.10%. Each class of shares has identical rights and
privileges except with respect to the distribution (Rule 12b-1) and shareholder
servicing fees, and voting rights on matters affecting a single share class.
Costs incurred by the Fund in connection with the organization, registration and
the initial public offering of shares were paid by Jensen Investment Management,
Inc. (the “Adviser”), the Fund’s investment adviser.
2. Significant Accounting
Policies
The following is a summary of
significant accounting policies consistently followed by the Fund in the
preparation of the financial statements. These policies are in conformity with
generally accepted accounting principles in the United States of America
(“GAAP”).
(a) Investment Valuation –
Each security owned by the Fund that is
listed on a securities exchange is valued at its last sale price on that
exchange on the date as of which assets are valued. When the security is listed
on more than one exchange, the Fund will use the price of the exchange that the
Fund generally considers to be the principal exchange on which the stock is
traded.
Fund securities listed on the NASDAQ Stock
Market, Inc. (“NASDAQ”) will be valued at the NASDAQ Official Closing Price
(“NOCP”), which may not necessarily represent the last sale price. If the NOCP
is not available, such securities shall be valued at the last sale price on the
day of valuation. If there has been no sale on such exchange or on NASDAQ on
such day, the security is valued at the mean between the bid and asked prices on
such day.
Debt securities other than short-term
instruments are valued at the mean between the closing bid and asked prices
provided by a pricing
service (“Pricing
Service”). If the closing bid and asked prices are not readily available, the
Pricing Service may provide a price determined by a matrix pricing method or
other analytical pricing models. Short-term debt securities such as commercial
paper, bankers acceptances and U.S. Treasury Bills, having a maturity of less
than 60 days are valued at amortized cost. If a short-term debt security has a
maturity of greater than 60 days, it is valued at market price. Any discount or
premium is accreted or amortized on a straight-line basis until
maturity.
When market quotations are not readily
available, any security or other financial instrument is valued at its fair
value as determined under procedures approved by the Trust’s Board of Trustees.
These fair value procedures will also be used to price a security when corporate
events, events in the securities market and/or world events cause the Adviser to
believe that a security’s last sale price may not reflect its actual fair value.
The intended effect of using fair value pricing procedures is to ensure that the
Fund is accurately priced.
Redeemable securities issued by open-end,
registered investment companies, including money market funds, are valued at the
net asset value (“NAV”) of such companies for purchase and/or redemption orders
placed on that day.
Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification, “Fair Value Measurements and
Disclosures” Topic 820 (“ASC 820”), establishes an authoritative definition of
fair value and sets out a hierarchy for measuring fair value. ASC 820 requires
an entity to evaluate certain factors to determine whether there has been a
significant decrease in volume and level of activity for the security such that
recent transactions and quoted prices may not be determinative of fair value and
further analysis and adjustment may be necessary to estimate fair value. ASC 820
also requires enhanced disclosure regarding the inputs and valuation techniques
used to measure fair value in those instances as well as expanded disclosure of
valuation levels for each class of investments. These inputs are summarized in
the three broad levels listed below:
-
Level 1 – Quoted prices in active markets for
identical securities.
-
Level 2 – Other significant observable inputs
(including quoted prices for similar securities, interest rates, prepayment
speeds, credit risk, etc.).
-
Level 3 – Significant unobservable inputs
(including the Fund’s own assumptions in determining the fair value of
investments).
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The inputs or methodology used for valuing
securities are not necessarily an indication of the risk associated with
investing in those securities. The following is a summary of the inputs used to
value the Fund’s investments carried at fair value as of May 31,
2013:
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Level 1
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Level
2
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Level
3
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Total
|
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Common Stock
(1)
|
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$20,192,865
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|
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$
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—
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$
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—
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|
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$20,192,865
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Short-Term
|
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Investments
|
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246,122
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|
|
—
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|
|
|
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—
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|
|
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246,122
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Total Investments
|
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$20,438,987
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$
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—
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|
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$
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—
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|
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$20,438,987
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(1)
See the Schedule of
Investments for industry classifications.
The Fund did not hold any investments
during the year with significant unobservable inputs which would be classified
as Level 3. During the year ended May 31, 2013, there were no significant
transfers between levels for the Fund. It is the Fund’s policy to record
transfers between levels as of the end of the reporting period. The Fund did not
hold financial derivative instruments during the year ended May 31,
2013.
(b) Federal Income Taxes –
The Fund intends to comply with the
requirements of Subchapter M of the Internal Revenue Code necessary to qualify
as a regulated investment company and to make the requisite distributions of
income and capital gains to its shareholders sufficient to relieve it from all
or substantially all federal income taxes. Therefore, no federal income tax
provision has been provided.
As of and during the year ended May 31,
2013, the Fund did not have a liability for any unrecognized tax benefits. The
Fund recognizes interest and penalties, if any, related to uncertain tax
benefits as income tax expense in the Statement of Operations. During the year,
the Fund did not incur any interest or penalties. Open tax years are those that
are open for exam by taxing authorities. As of May 31, 2013, open Federal tax
years include the tax years ended May 31, 2010 through 2013. The Fund has no
examination in progress. The Fund is also not aware of any tax positions for
which it is reasonably possible that the total amounts of unrecognized tax
benefits will significantly change in the next twelve months.
(c) Distributions to Shareholders –
The Fund will declare and distribute any net
investment income quarterly. The Fund will distribute any net realized long- or
short-term capital gains at least annually. Distributions from net realized
gains for book purposes may include short-term capital gains. All short-term
capital gains are included in ordinary income for tax purposes. Distributions to
shareholders are recorded on the ex-dividend date. The Fund may also pay a
special distribution at the end of the calendar year to comply with federal tax
requirements.
(d) Use of Estimates –
The preparation of financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
(e) Share Valuation –
The NAV per share of the Fund is calculated by dividing the
sum of the value of the securities held by the Fund, plus cash or other assets,
minus all liabilities (including estimated accrued expenses) by the total number
of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s
shares will not be priced on the days on which the New York Stock Exchange
(“NYSE”) is closed for trading.
(f) Allocation of Income, Expenses and
Gains/Losses –
Income, expenses (other than
those deemed attributable to a specific share class), and gains and losses of
the Fund are allocated daily to each class of shares based upon the ratio of net
assets represented by each class as a percentage of the net assets of the Fund.
Expenses deemed directly attributable to a class of shares are recorded by the
specific class. Most Fund expenses are allocated by class based on relative net
assets. 12b-1 fees are expensed at 0.25% of average daily net assets of Class J
shares. Shareholder servicing fees are expensed at up to 0.10% of the average
daily net assets of Class I shares. Expenses associated with a specific fund in
the Trust are charged to that fund. Common Trust expenses are typically
allocated evenly between the funds of the Trust, or by other equitable
means.
(g) Other –
Investment transactions are recorded on the trade date. The Fund
determines the gain or loss from investment transactions using the specific
identification method by comparing the original cost of the security lot sold
with the net sale proceeds. Dividend income is recognized on the ex-dividend
date and interest income is recognized on an accrual basis.
3. Federal Tax
Matters
The tax character of distributions
paid during the years ended May 31, 2013 and May 31, 2012 were as
follows:
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May 31, 2013
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May 31, 2012
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Ordinary
Income
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$310,644
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$726,180
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Long-Term
Capital Gain
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$95,514
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|
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$230,518
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Short-Term
Capital Gain
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$—
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$—
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The components of accumulated earnings
(losses) on a tax basis as of May 31, 2013 were as follows:
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Cost basis of investments for
federal income
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|
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tax-purposes
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$
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18,081,356
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Gross
tax unrealized appreciation
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2,635,525
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Gross
tax unrealized depreciation
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(277,894
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)
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Net tax
unrealized appreciation
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$2,357,631
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Undistributed ordinary income
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825,218
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Undistributed long-term capital gain
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217,147
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Total
distributable earnings
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$1,042,365
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Other
accumulated gains
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$—
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Total accumulated
gains
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$3,399,996
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The difference between book basis and tax
basis of investments is primarily attributable to the deferral of losses on wash
sales.
On June 24, 2013 and June 25, 2013, the
Fund declared and paid, respectively, a distribution from ordinary income of
$23,774 and $11,761 for Class J and Class I, respectively.
Additionally, GAAP requires that certain
components of net assets relating to permanent differences be reclassified
between financial and tax reporting. These reclassifications have no effect on
net assets or NAV per share. For the year ended May 31, 2013, no such
reclassifications were required.
4. Investment
Adviser
The Trust has an Investment
Advisory Agreement (the “Agreement”) with the Adviser to furnish investment
advisory services to the Fund. Under the terms of the Agreement, the Fund
compensates the Adviser for its management services at the annual rate of 0.75%
of the Fund’s average daily net assets.
The Adviser has contractually agreed to
waive its management fee and/or reimburse the Fund’s other expenses at least
through September 30, 2013, at the discretion of the Adviser and the Board of
Trustees, to the extent necessary to ensure that the Fund’s total operating
expenses (exclusive of front-end or contingent deferred sales loads, taxes,
leverage, interest, brokerage commissions, expenses incurred in connection with
any merger or reorganization, dividends or interest on short positions, acquired
fund fees and expenses and extraordinary items) do not exceed 1.25% and 1.10%
(the “Expense Limitation Caps”) of the Fund’s average daily net assets, for
Class J
and Class I shares, respectively. For the
year ended May 31, 2013, expenses of $95,073 and $32,070 were waived or
reimbursed by the Adviser for Class J and Class I shares, respectively. Any such
waiver or reimbursement is subject to later adjustment to allow the Adviser to
recoup amounts waived or reimbursed to the extent actual fees and expenses for a
fiscal period are less than the Expense Limitation Caps in place at the time of
waiver; provided, however, that the Adviser shall only be entitled to recoup
such amounts over the following three fiscal years.
The following table shows the remaining
waived or reimbursed expenses subject to potential recovery expiring:
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May 31, 2014
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$124,413
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May 31,
2015
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$116,712
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May 31, 2016
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$127,143
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5. Distribution and Shareholder
Servicing Plan
The Trust adopted a plan
pursuant to Rule 12b-1 (the “12b-1 Plan”), on behalf of the Fund, which
authorizes it to pay Quasar Distributors, LLC (the “Distributor”) a distribution
fee of 0.25% of the Fund’s average daily net assets of Class J shares for
services to prospective Fund shareholders and distribution of Fund shares, and
0.10% of the Fund’s average daily net assets of Class I shares is payable to
other financial institutions for shareholder servicing. During the year ended
May 31, 2013, the Fund accrued expenses of $30,360 pursuant to the 12b-1 Plan
for distribution fees relating to Class J shares and $913 pursuant to the Rule
12b-1 Plan for shareholder servicing fees relating to Class I shares. As of May
31, 2013, the Distributor was owed fees of $945 for 12b-1 fees relating to Class
J shares and $3,125 for shareholder servicing fees relating to Class I
shares.
6. Related Party
Transactions
U.S. Bancorp Fund Services,
LLC (“USBFS” or the Administrator”) acts as the Fund’s Administrator under an
Administration Agreement. The Administrator prepares various federal and state
regulatory filings, reports and returns for the Fund; prepares reports and
materials to be supplied to the Trustees; monitors the activities of the Fund’s
custodian, transfer agent and fund accountant; coordinates the preparation and
payment of the Fund’s expenses and reviews the Fund’s expense accruals. For the
year end May 31, 2013, the Fund incurred $29,179 in administration fees. At May
31, 2013, the Administrator was owed fees of $8,021.
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USBFS also serves as the fund accountant
and transfer agent to the Fund. U.S. Bank, N.A. (“US Bank), an affiliate of
USBFS, serves as the Fund’s custodian. For the year ended May 31, 2013, the Fund
incurred $15,597, $14,232, and $11,900 in fund accounting, transfer agency, and
custody fees, respectively. At May 31, 2013, fees of $7,002, $4,871, and $6,524
were owed for fund accounting, transfer agency, and custody fees,
respectively.
The Fund has a line of credit with US Bank
(see footnote 10).
The Distributor acts as the Fund’s
principal underwriter in a continuous public offering of the Fund’s shares. The
Distributor is an affiliate of USBFS and US Bank.
Certain officers of the Fund are also
employees of USBFS. A Trustee of the Trust is affiliated with USBFS and US Bank.
This same Trustee is an interested person of the Distributor.
The Trust’s Chief Compliance Officer is
also an employee of USBFS. For the year end May 31, 2013, the Fund was allocated
$7,490 of the Trust’s Chief Compliance Officer fee. At May 31, 2013, fees of
$1,878 were owed by the Fund for the Chief Compliance Officer’s
services.
7. Capital Share
Transactions
Transactions in shares of the
Fund were as follows:
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year ended
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year ended
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Class J
Shares
|
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May 31, 2013
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May 31, 2012
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Shares
sold
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162,054
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329,450
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Shares issued in
reinvestment of
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dividends
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27,420
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69,907
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Shares redeemed
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(119,540
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)
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(89,591)
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Net increase
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69,934
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|
|
309,766
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year ended
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year ended
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Class I
Shares
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May 31, 2013
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May 31, 2012
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Shares
sold
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20,064
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179,478
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Shares issued in
reinvestment of
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dividends
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11,297
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27,526
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Shares redeemed
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(5,317
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)
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(103,920)
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Net increase
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26,044
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103,084
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8. Investment
Transactions
The aggregate purchases and
sales of securities, excluding short-term investments, for the Fund for the year
ended May 31, 2013, were $21,109,782 and $20,139,424, respectively. For the year
ended May 31, 2013, there were no purchases or sales of U.S. government
securities for the Fund.
9. Beneficial
Ownership
The beneficial ownership, either
directly or indirectly, of more than 25% of the voting securities of a fund
creates a presumption of control of the Fund, under Section 2(a)(9) of the 1940
Act. At May 31, 2013, Pershing, LLC, for the benefit of its customers, held
82.22% and 78.72% of the outstanding shares of Class J and Class I shares of the
Fund, respectively.
10. Line of Credit
At May 31, 2013, the Fund had a line of credit in the amount
of the lessor of $1,000,000 or 33.33% of the fair value of unencumbered assets
of the Fund, as defined and matures on August 15, 2013. This unsecured line of
credit is intended to provide short-term financing, if necessary, subject to
certain restrictions, in connection with shareholder redemptions. Interest will
be accrued at the prime 3.25% rate (as of May 31, 2013). The credit facility is
with the Fund’s custodian, U.S. Bank. During the year ended May 31, 2013, the
Fund had borrowings on the line of credit on four days, with an average
borrowing and interest rate on those days of $33,000 and 3.25% respectively.
Interest expense of $12 incurred during the year is included within other
expenses on the Statement of Operations. The December 5, 2012 balance of $51,000
was the maximum amount of borrowings during the year ended May 31,
2013.
11. Recent Accounting
Pronouncement
In January, 2013, the FASB
issue ASU No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting
Assets and Liabilities” in GAAP and International Reporting Financial Standards
(“IFRS”). ASU No. 2013-01 clarifies ASU No. 2011-11, Disclosures about
Offsetting Assets and Liabilities to increase comparability and reduce
presentation differences between financial statements prepare in accordance with
GAAP and financial statements prepared in accordance with IFRS. This requires
increased disclosure about derivative instruments that are offset in a reporting
entity’s Statement of Assets and Liabilities and derivative instruments that are
subject to a master netting agreement (“MNA”). Specifically, the ASU requires
reporting entities to present separately for assets and liabilities, a) the
gross amounts of those recognized assets and recognized liabilities, b) the
amounts offset to determine the net amounts presented in the Statement of Assets
and Liabilities, c) The net amount presented in the Statement of Assets and
Liabilities, d) the amounts subject to an enforceable MNA not included in (b),
and e) the net amount after deducting the amounts from (d) and (c). The
effective date of the ASU is for interim and annual periods beginning on or
after January 1, 2013. Management is currently evaluating the impact it will
have on the Fund’s financial statements. There is no impact of the ASU on the
financial statements of the Fund for the year ended May 31, 2013.
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Annual Report
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Report of Independent Registered Public
Accounting Firm
To the Shareholders and
Board of Trustees Jensen Quality Value Fund (Trust for Professional
Managers)
We have audited the accompanying statement
of assets and liabilities, including the schedule of investments of Jensen
Quality Value Fund (the “Fund”), a series of the Trust for Professional
Managers, as of May 31, 2013, and the related statement of operations for the
year then ended, the statements of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
four periods in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund’s management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of May 31, 2013,
by correspondence with the custodian and brokers.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements
and financial highlights referred to above present fairly, in all material
respects, the financial position of Jensen Quality Value Fund as of May 31,
2013, the results of its operations for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and the financial
highlights for each of the four periods in the period then ended, in conformity
with accounting principles generally accepted in the United States of
America.
COHEN FUND AUDIT SERVICES,
LTD.
Cleveland, Ohio
July 30, 2013
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17
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Expense Example – May 31, 2013
As a shareholder of the Fund, you incur
ongoing costs, including investment advisory fees, distribution and/or
shareholder servicing (12b-1) fees, and other Fund expenses, which are
indirectly paid by shareholders. This example is intended to help you understand
your ongoing costs (in dollars) of investing in the Fund and to compare these
costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of
$1,000 invested at the beginning of the period and held for the entire period
(December 1, 2012 - May 31, 2013).
Actual Expenses
The first line of the table below for each share class of the
Fund provides information about actual account values and actual expenses.
However, the table does not include shareholder specific fees, such as the
$15.00 fee charged to IRA accounts, or the $12.00 fee charged for wire
redemptions. The table also does not include portfolio trading commissions and
related trading costs. You may use the information in this line, together with
the amount you invested, to estimate the expenses that you paid over the period.
Simply divide your account value by $1,000 (for example, an $8,600 account value
divided by $1,000 = 8.6), then multiply the result by the number in the first
line under the heading entitled “Expenses Paid During Period” to estimate the
expenses you paid on your account during this period.
Hypothetical Example for Comparison
Purposes
The second line of the table
below provides information about hypothetical account values and hypothetical
expenses based on the actual expense ratios for each share class of the Fund and
an assumed rate of return of 5% per year before expenses, which is not the
Fund’s actual return. The hypothetical account values and expenses may not be
used to estimate the actual ending account balance or expenses you paid for the
period. You may use this information to compare the ongoing costs of investing
in the Fund and other funds. To do so, compare this 5% hypothetical example with
the 5% hypothetical examples that appear in the shareholder reports of the other
funds.
Please note that the expenses shown in the
table are meant to highlight your ongoing costs only and do not reflect any
transactional costs, such as sales charges (loads), redemption fees, or exchange
fees which, although not charged by the Fund, may be charged by other funds.
Therefore, the second line of the table is useful in comparing ongoing costs
only, and will not help you determine the relative total costs of owning
different funds.
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Annual Report
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Expense Example Tables
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Expenses Paid During
|
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Beginning Account Value
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Ending Account Value
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Period* December 1, 2012
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Jensen Quality Value Fund – Class
J
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December 1,
2012
|
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May 31,
2013
|
|
|
– May 31,
2013
|
|
Actual
|
|
|
$1,000.00
|
|
|
|
|
$1,231.80
|
|
|
|
|
$6.96
|
|
|
Hypothetical (5% return before
expenses)
|
|
|
1,000.00
|
|
|
|
|
1,018.70
|
|
|
|
|
6.29
|
|
* Expenses are equal to the Fund’s annualized expense ratio of 1.25%,
multiplied by the average account value over the period, multiplied by 182/365
to reflect the one-half year period.
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Expenses Paid During
|
|
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|
Beginning Account Value
|
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Ending Account Value
|
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|
Period* December 1, 2012
|
|
Jensen Quality Value Fund – Class
I
|
|
December 1,
2012
|
|
|
May 31,
2013
|
|
|
– May 31,
2013
|
|
Actual
|
|
|
$1,000.00
|
|
|
|
|
$1,233.10
|
|
|
|
|
$6.12
|
|
|
Hypothetical (5% return before
expenses)
|
|
|
1,000.00
|
|
|
|
|
1,019.45
|
|
|
|
|
5.54
|
|
* Expenses are equal to the Fund’s annualized expense ratio of 1.10%,
multiplied by the average account value over the period, multiplied by 182/365
to reflect the one-half year period.
1. Shareholder Notification of Federal
Tax Status
The Fund designated 100% of
dividends declared during the fiscal year ended May 31, 2013 as dividends
qualifying for the dividends received deduction available to corporate
shareholders.
The Fund designated 100% of dividends
declared from net investment income during the fiscal year ended May 31, 2013 as
qualified dividend income under the Jobs and Growth Tax Relief Reconciliation
Act of 2003.
The Fund designated 25.32% of taxable
ordinary income distributions as short-term capital gain distributions under
Internal Revenue Section 871(k)(2)(c) for the year ended May 31, 2013.
Additional Information Applicable to
Foreign Shareholders Only:
The Fund designated 0.00% of ordinary
income distributions as interest-related dividends under Internal Revenue Code
Section 871(k)(1)(c).
2. Availability of Proxy Voting
Information
The Fund has adopted proxy
voting policies and procedures that delegate to the Adviser the authority to
vote proxies. A description of the Fund’s proxy voting policies and procedures
is available without charge, upon request, by calling the Fund toll free at
800-992-4144. A description of these policies and procedures is also included in
the Fund’s Statement of Additional Information, which is available on the SEC’s
website at http://www.sec.gov.
The Fund’s proxy voting record for the
most recent 12-month period ended June 30 is available without charge, upon
request, by calling toll free, 800-992-4144, or by accessing the SEC’s website
at http://www.sec.gov.
3. Portfolio
Holdings
The Fund files its complete
schedule of portfolio holdings with the SEC four times each fiscal year at
quarter-ends. The Fund files its schedule of portfolio holdings with the SEC on
Form N-CSR (second and fourth quarters) and on Form N-Q (first and third
quarters). Shareholders may view the Fund’s Forms N-CSR and N-Q on the SEC’s
website at http://www.sec.gov. Forms N-CSR and N-Q may also be reviewed and
copied at the SEC’s Public Reference Room in Washington, D.C. Information on the
SEC’s Public Reference Room may be obtained by calling 1-202-551-8090 (direct)
or 1-800-SEC-0330 (general SEC number).
4. Indemnifications
Under the Trust’s organizational documents, its officers and
Trustees are indemnified against certain liabilities arising out of the
performance of their duties to the Fund. In addition, in the normal course of
business, the Fund enters into contracts that provide general indemnifications
to other parties. The Fund’s maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the Fund
that have not yet occurred. However, the Fund has not had prior claims or losses
pursuant to these contracts and expects the risk of loss to be
remote.
5. Information About
Trustees
The business and affairs of the
Trust are managed under the direction of the Trust’s Board of Trustees.
Information pertaining to the Trustees of the Trust is set forth below. The
Statement of Additional Information includes additional information about the
Trustees and is available, without charge, upon request by calling
800-992-4144.
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Annual Report
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Jensen Quality Value
Fund
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19
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6. Householding
In an effort to decrease costs, the Fund intends to reduce the
number of duplicate prospectuses and annual and semi-annual reports you receive
by sending only one copy of each to those addresses shared by two or more
accounts and to shareholders the Fund reasonably believes are from the same
family or household. Once implemented, if you would like to discontinue
householding for your accounts, please call toll-free at 800-992-4144 to request
individual copies of these documents. Once the Fund receives notice to stop
householding, the Fund will begin sending individual copies 30 days after
receiving your request. This policy does not apply to account
statements.
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20
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Jensen
Quality Value Fund
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Annual
Report
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Notice of Privacy Policy &
Practices
We collect non-public personal information
about you from the following sources:
-
information we receive about you on applications
or
other forms;
-
information you give us orally; and
-
information about your transactions with us or
others.
We do not disclose any non-public personal
information about our shareholders or former shareholders without the
shareholder’s authorization, except as permitted by law or in response to
inquiries from governmental authorities. We may share information with
affiliated parties and unaffiliated third parties with whom we have contracts
for servicing the Fund. We will provide unaffiliated third parties with only the
information necessary to carry out their assigned responsibility. All
shareholder records will be disposed of in accordance with applicable law. We
maintain physical, electronic and procedural safeguards to protect your
non-public personal information and require third parties to treat your
non-public personal information with the same high degree of
confidentiality.
In the event that you hold shares of the
Fund through a financial intermediary, including, but not limited to, a
broker-dealer, bank or trust company, the privacy policy of your financial
intermediary would govern how your non-public personal information would be
shared with unaffiliated third parties.
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Annual
Report
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Jensen
Quality Value Fund
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21
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Independent Trustees
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Name,
Address and Age
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Position(s)
Held
with the Trust
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Term of
Office
and Length of
Time Served
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Principal
Occupation(s) During
the Past Five Years
|
Number
of
Portfolios in
Trust Overseen
by Trustee
|
Other Directorships
Held by
Trustee
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Dr. Michael D. Akers
615 E.
Michigan St.
Milwaukee, WI 53202
Age: 58
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Trustee
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Indefinite Term;
Since August 22,
2001
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Professor and Chair of Accounting,
Marquette University (2004–Present).
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29
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Independent Trustee, USA MUTUALS (an
open-end investment company with two portfolios).
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Gary A. Drska
615 E. Michigan
St.
Milwaukee, WI 53202
Age: 56
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Trustee
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Indefinite Term; Since
August 22,
2001
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Pilot, Frontier/Midwest Airlines,
Inc. (airline company) (1986–Present).
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29
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Independent Trustee, USA MUTUALS (an
open-end investment company with two portfolios).
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Jonas B. Siegel
615 E. Michigan
St.
Milwaukee, WI 53202
Age: 69
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Trustee
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Indefinite Term; Since
October
23, 2009
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Managing Director, Chief
Administrative Officer (“CAO”) and Chief
Compliance Officer (“CCO”), Granite Capital International Group, L.P. (an
investment management firm) (1994–2011); Vice President, Secretary,
Treasurer and CCO of Granum Series Trust (an open-end investment company)
(1997–2007); President, CAO and CCO, Granum Securities, LLC (a
broker-dealer) (1997–2007).
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29
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Independent Trustee, Gottex
Multi-Asset Endowment fund complex (three closed-end investment
companies); Independent Trustee, Gottex Multi-Alternatives fund complex
(three closed-end investment companies); Ramius IDF, LLC fund complex (two
closed-end investment companies).
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22
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Jensen
Quality Value Fund
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Annual
Report
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Interested Trustee and Officers
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Name, Address and
Age
|
Position(s)
Held
with the Trust
|
Term of
Office
and Length of
Time Served
|
Principal
Occupation(s) During
the Past Five Years
|
Number
of
Portfolios in
Trust Overseen
by Trustee
|
Other Directorships
Held by
Trustee
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Joseph C.
Neuberger
(1)
615 E. Michigan St.
Milwaukee, WI
53202
Age: 51
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Chairperson
and
Trustee
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Indefinite Term; Since
August 22,
2001
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Executive Vice President, U.S.
Bancorp Fund Services, LLC (1994–Present).
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29
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Trustee, Buffalo Funds (an open-end
investment company with ten portfolios); Trustee, USA MUTUALS (an open-end
investment company with two portfolios).
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John Buckel
615 E. Michigan
St.
Milwaukee, WI 53202
Age: 55
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President and
Principal
Executive
Officer
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Indefinite Term; Since
January
24, 2013
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Mutual Fund Administrator, U.S.
Bancorp Fund Services, LLC (2004–Present).
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N/A
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N/A
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Jennifer A. Lima
615 E. Michigan
St.
Milwaukee, WI 53202
Age: 39
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Vice President,
Treasurer
and
Principal Financial
and Accounting
Officer
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Indefinite Term; Since
January
24, 2013
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Mutual Fund Administrator, U.S.
Bancorp Fund Services, LLC (2002–Present).
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N/A
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N/A
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Rachel A. Spearo
615 E. Michigan
St.
Milwaukee, WI 53202
Age: 32
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Secretary
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Indefinite Term; Since
November
15, 2005
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Vice President, U.S. Bancorp Fund
Services, LLC (2004–Present).
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N/A
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N/A
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Robert M. Slotky
615 E. Michigan
St.
Milwaukee, WI 53202
Age: 65
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Vice President,
Chief
Compliance
Officer and Anti-
Money
Laundering
Officer
|
Indefinite Term; Since
January
26, 2011
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Senior Vice President, U.S. Bancorp
Fund Services, LLC (2001–Present).
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N/A
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N/A
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Jesse Schmitting
615 E. Michigan
St.
Milwaukee, WI 53202
Age: 31
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Assistant Treasurer
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Indefinite Term; Since
July 21,
2011
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Mutual Fund Administrator, U.S.
Bancorp Fund Services, LLC (2008–Present).
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N/A
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N/A
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(1)
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Mr. Neuberger is an “interested person” of the Trust as
defined by the 1940 Act. Mr. Neuberger is an interested person of the
Trust by virtue of the fact that he is an interested person of Quasar
Distributors, LLC, the Fund’s principal
underwriter.
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Annual
Report
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Jensen
Quality Value Fund
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23
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Jensen Quality Value Fund
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Class J
Shares
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Class I Shares
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Investment Adviser
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Jensen
Investment Management, Inc.
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5300
Meadows Road Suite 250
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Lake
Oswego, OR 97035
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800.992.4144
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Fund Administrator, Transfer Agent,
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and
Fund Accountant
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U.S.
Bancorp Fund Services, LLC
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615
East Michigan Street
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Milwaukee, WI 53202
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Custodian
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U.S.
Bank, N.A.
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Custody Operations
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1555
N. RiverCenter Drive Suite 302
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Milwaukee, WI 53212
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Legal Counsel
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Godfrey & Kahn, S.C.
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780
North Water Street
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Milwaukee, WI 53202
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Independent Registered Public Accounting Firm
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Cohen
Fund Audit Services, Ltd.
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1350
Euclid Avenue Suite 800
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Cleveland, OH 44145
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Distributor
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Quasar
Distributors, LLC
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615
East Michigan Street
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Milwaukee, WI 53202
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jenseninvestment.com
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This
report has been prepared for shareholders and may be distributed to others
only if preceded or accompanied by a current
prospectus
|