As filed with the Securities and Exchange Commission on July 6, 2006
File Nos. 333-62298 and 811-10401
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. | [ ] |
Post-Effective Amendment No. 23 | [X] |
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [X] |
Amendment No. 25 |
TRUST FOR PROFESSIONAL MANAGERS
(Exact Name of Registrant as Specified in Charter)
615 East Michigan Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
(414) 287-3338
(Registrant’s Telephone Number, including Area Code)
Rachel A. Spearo, Esq.
U.S. Bancorp Fund Services, LLC
615 East Michigan Street, 2nd Floor
Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service)
Copies to:
Carol A. Gehl, Esq.
Godfrey & Kahn S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500
As soon as practicable after this Registration Statement is declared effective.
(Approximate Date of Proposed Public Offering)
It is proposed that this filing will become effective (check appropriate box):
[X] | immediately upon filing pursuant to paragraph (b). |
[ ] | on (date) pursuant to paragraph (b). |
[ ] | 60 days after filing pursuant to paragraph (a)(1). |
[ ] | on (date) pursuant to paragraph (a)(1). |
[ ] | 75 days after filing pursuant to paragraph (a)(2). |
[ ] | on (date) pursuant to paragraph (a)(2) of rule 485. |
If appropriate check the following box:
[ ] | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
This amendment consists of the following:
(1) Facing sheet of the Registration Statement; and
(2) Part C of the Registration Statement (including signature page).
The Prospectus and Statement of Additional Information are incorporated by reference from Post-Effective Amendment No. 18 to this Registration Statement filed on April 27, 2006.
This amendment is being filed in order to file as Exhibit 99.p.2 the Code of Ethics for the Snow Capital Opportunity Fund and Snow Capital Management, L.P.
TRUST FOR PROFESSIONAL MANAGERS
PART C
(Snow Capital Opportunity Fund)
OTHER INFORMATION
Item 23. Exhibits.
(a) | Declaration of Trust |
(1) | Amended and Restated Certificate of Trust — Previously filed with Registrant’s Post-Effective Amendment No. 3 to its Registration Statement on Form N-1A with the SEC on November 24, 2004, and is incorporated by reference. |
(2) | Declaration of Trust — Previously filed with Registrant’s Pre-Effective Amendment No. 1 to its Registration Statement on Form N-1A with the SEC on August 1, 2001, and is incorporated by reference. |
(b) | Amended and Restated Bylaws — Previously filed with Registrant’s Post-Effective Amendment No. 3 to its Registration Statement on Form N-1A with the SEC on November 24, 2004, and is incorporated by reference. |
(c) | Instruments Defining Rights of Security Holders— Incorporated by reference to the Agreement and Declaration of Trust and Bylaws. |
(d) | Investment Advisory Agreement— Previously filed with Registrant’s Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A with the SEC on April 27, 2006, and is incorporated by reference. |
(e) | Underwriting Agreement— Previously filed with Registrant’s Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A with the SEC on April 27, 2006, and is incorporated by reference. |
(f) | Bonus or Profit Sharing Contracts — Not applicable. |
(g) | Custody Agreement— Previously filed with Registrant’s Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A with the SEC on April 27, 2006, and is incorporated by reference. |
(h) | Other Material Contracts |
(1) | Fund Administration Servicing Agreement — Previously filed with Registrant’s Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A with the SEC on April 27, 2006, and is incorporated by reference. |
(2) | Transfer Agent Servicing Agreement — Previously filed with Registrant’s Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A with the SEC on April 27, 2006, and is incorporated by reference.. |
(3) | Fund Accounting Servicing Agreement — Previously filed with Registrant’s Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A with the SEC on April 27, 2006, and is incorporated by reference.. |
(4) | Power of Attorney — Previously filed with Registrant’s Post-Effective Amendment No. 16 to its Registration Statement on Form N-1A with the SEC on February 10, 2006, and is incorporated by reference. |
(5) | OperatingExpenses Limitation Agreement — Previously filed with Registrant’s Post-Effective Amendment No. 19 to its Registration Statement on Form N-1A with the SEC on April 28, 2006, and is incorporated by reference. |
(i) | Opinion and Consent of Counsel— Previously filed with Registrant’s Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A with the SEC on April 27, 2006, and is incorporated by reference. |
(j) | Consent of Independent Auditors— Not applicable. |
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(k) | Omitted Financial Statements — Not applicable. |
(l) | Agreement Relating to Initial Capital— Previously filed with Registrant’s Post-Effective Amendment No. 2 to its Registration Statement on Form N-1A with the SEC on December 19, 2003, and is incorporated by reference. |
(m) | Rule 12b-1 Plan — Previously filed with Registrant’s Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A with the SEC on April 27, 2006, and is incorporated by reference. |
(n) | Rule 18f-3 Plan — Previously filed with Registrant’s Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A with the SEC on April 27, 2006, and is incorporated by reference. |
(o) | Reserved. |
(p) | Code of Ethics |
(1) | Code of Ethics for Registrant — Previously filed with Registrant’s Post-Effective Amendment No. 6 to its Registration Statement on Form N-1A with the SEC on May 2, 2005, and is incorporated by reference. |
(2) | Code of Ethics for Fund and Adviser — filed herewith. |
Item 24. Persons Controlled by or Under Common Control with Registrant.
No person is directly or indirectly controlled by or under common control with the Registrant.
Item 25. Indemnification.
Reference is made to Article X of the Registrant’s Declaration of Trust.
Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.”
Item 26. Business and Other Connections of the Investment Advisor.
Snow Capital Management, L.P. (the “Adviser”) serves as the investment adviser for the Snow Capital Opportunity Fund (the “Fund”). The principal business address of the Adviser is 2100 Georgetowne Drive, Suite 400, Sewickley, PA 15143. With respect to the Adviser, the response to this Item will be incorporated by reference to the Adviser’s Uniform Application for Investment Adviser Registration (Form ADV) on file with the Securities and Exchange Commission (“SEC”), dated June 16, 2006. The Adviser’s Form ADV may be obtained, free of charge, at the SEC's website at www.adviserinfo.sec.gov.
Item 27. Principal Underwriter.
(a) Quasar Distributors, LLC, the Registrant’s principal underwriter, acts as principal underwriter for the following investment companies:
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Advisors Series Trust | The Jensen Portfolio, Inc. |
AIP Alternative Strategies Funds | Julius Baer Investment Funds |
Allied Asset Advisors Funds | The Kensington Funds |
Alpine Equity Trust | Kiewit Investment Fund L.P. |
Alpine Income Trust | Kirr, Marbach Partners Funds, Inc. |
Alpine Series Trust | LKCM Funds |
Brandes Investment Trust | Masters’ Select Funds |
Brandywine Blue Fund, Inc. | Matrix Advisors Value Fund, Inc. |
Brazos Mutual Funds | MDT Funds |
Bridges Investment Fund, Inc. | Monetta Fund, Inc. |
Buffalo Funds | Monetta Trust |
Buffalo Balanced Fund, Inc. | The MP 63 Fund, Inc. |
Buffalo High Yield Fund, Inc. | MUTUALS.com |
Buffalo Large Cap Fund, Inc. | Nicholas Equity Income Fund, Inc. |
Buffalo Small Cap Fund, Inc. | Nicholas Family of Funds, Inc. |
Buffalo USA Global Fund, Inc. | Nicholas Fund, Inc. |
Country Mutual Funds Trust | Nicholas High Income Fund, Inc. |
Cullen Funds Trust | Nicholas II, Inc. |
Everest Funds | Nicholas Limited Edition, Inc. |
FFTW Funds, Inc. | Nicholas Money Market Fund, Inc. |
First American Funds, Inc. | Permanent Portfolio Funds |
First American Investment Funds, Inc. | Perritt Funds, Inc. |
First American Strategy Funds, Inc. | Perritt MicroCap Opportunities Fund, Inc. |
Fort Pitt Capital Funds | PRIMECAP Odyssey Funds |
The Glenmede Fund, Inc. | Professionally Managed Portfolios |
The Glenmede Portfolios | Prudent Bear Funds, Inc. |
Greenspring Fund | The Purisima Funds |
Guinness Atkinson Funds | Rainier Investment Management Mutual Funds |
Harding, Loevner Funds, Inc. | Rockland Trust |
The Hennessy Funds, Inc. | Summit Mutual Funds, Inc. |
Hennessy Mutual Funds, Inc. | Thompson Plumb Funds, Inc. |
Hotchkis and Wiley Funds | TIFF Investment Program, Inc. |
Intrepid Capital Management Funds Trust | Trust For Professional Managers |
Jacob Internet Fund Inc. | Wexford Trust |
(b) To the best of Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:
Name and Principal Business Address | Position and Offices with Quasar Distributors, LLC | Positions and Offices with Registrant |
James R. Schoenike | President, Board Member | None |
Andrew Strnad | Secretary | None |
Joe Redwine | Board Member | None |
Bob Kern | Board Member | None |
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Name and Principal Business Address | Position and Offices with Quasar Distributors, LLC | Positions and Offices with Registrant |
Eric W. Falkeis | Board Member | None |
Teresa Cowan | Assistant Secretary | None |
The address of each of the foregoing is 615 East Michigan Street, Milwaukee, Wisconsin, 53202. |
(c) The following table sets forth the commissions and other compensation received, directly or indirectly, from the Funds during the last fiscal year by the principal underwriter who is not an affiliated person of the Funds.
(1) Name of Principal Underwriter | (2) Net Underwriting Discounts and Commission | (3) Compensation on Redemption and Repurchases | (4) Brokerage Commissions | (5) Other Compensation |
Quasar Distributors, LLC | None | None | None | None |
Item 28. Location of Accounts and Records.
The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 are maintained in the following locations:
Records Relating to: | Are located at: |
Registrant’s Fund Administrator, Fund Accountant and Transfer Agent | U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202 |
Registrant’s Investment Advisor | Snow Capital Management, L.P. 2100 Georgetowne Drive, Suite 400 Sewickley, PA 15143 |
Registrant’s Custodian | U.S. Bank, National Association 1555 N. RiverCenter Drive, Suite 302 Milwaukee, WI 53212 |
Registrant’s Distributor | Quasar Distributors, LLC 615 East Michigan Street Milwaukee, WI 53202 |
Item 29. Management Services.
All management-related service contracts entered into by Registrant are discussed in Parts A and B of this Registration Statement.
Item 30. Undertakings.
The Registrant hereby undertakes to furnish each person to whom a Prospectus for one or more of the series of the Registrant is delivered with a copy of the relevant latest annual report to shareholders, upon request and without charge.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed below on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee and State of Wisconsin, on the 6th day of July 2006.
TRUST FOR PROFESSIONAL MANAGERS
By: /s/ Joseph C. Neuberger
Joseph C. Neuberger
Chairperson, President and Treasurer/Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on July 6, 2006 by the following persons in the capacities indicated.
Signature | Title |
/s/ Joseph C. Neuberger Joseph C. Neuberger | Chairperson, President, Treasurer/Principal Accounting Officer and Trustee |
Dr. Michael D. Akers* Dr. Michael D. Akers | Independent Trustee |
Gary A. Drska* Gary A. Drska | Independent Trustee |
* By /s/ Joseph C. Neuberger Joseph C. Neuberger Attorney-in-Fact pursuant to Power of Attorney filed with Registrant’s Post-Effective Amendment No. 16 to its Registration Statement on Form N-1A with the SEC on February 10, 2006. |
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EXHIBIT INDEX
Exhibit | Exhibit No. |
Code of Ethics for Fund and Adviser | EX-99.p.2 |
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