Trust for Professional Managers (APUE) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

I am writing to inform you of an upcoming special joint meeting (the “Special Meeting”) of the shareholders of the ActivePassive Core Bond ETF, ActivePassive Intermediate Municipal Bond ETF, ActivePassive International Equity ETF, and ActivePassive U.S. Equity ETF (each, a “Fund,” and collectively, the “Funds”), each a series of Trust for Professional Managers (the “Trust”). The purpose of the Special Meeting is to seek shareholder approval of the proposals (each, a “Proposal,” and collectively, the “Proposals”) discussed below and in the accompanying Proxy Statement:

Envestnet has served as the investment adviser to the Funds, each a series of the Trust, since their inception. On July 11, 2024, Envestnet, Inc. (the “Company”), the parent company of Envestnet, agreed to be acquired by vehicles managed or advised by Bain Capital Private Equity, LP, a Delaware limited partnership and private equity firm (“Bain”), and certain minority co-investors, pursuant to which Bain will acquire, through its ownership of the Company, a majority ownership equity stake in Envestnet (the “Transaction”). The closing of the Transaction, which is expected in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including required regulatory approvals, may be deemed to result in an assignment, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of the current investment advisory agreement between the Trust, on behalf of the Funds, and Envestnet dated February 28, 2023 (the “Current Investment Advisory Agreement”) and, as a result, its automatic termination.

In connection with the Transaction, you are being asked to approve a new investment advisory agreement between the Trust, on behalf of each Fund of which you are a shareholder, and Envestnet (the “New Investment Advisory Agreement”), which will allow Envestnet to continue to serve as the Fund’s investment adviser following the closing on the Transaction. The Transaction and approval of the New Investment Advisory Agreement will not result in any significant changes for the shareholders of each of the Funds. The Funds’ principal investment strategies will not change as a result of approval of the New

On October 17, 2024, the Trust’s Board of Trustees, including a majority of the Independent Trustees, approved the New Investment Advisory Agreement for each Fund.

Enclosed you will find a notice of the Special Meeting, a Proxy Statement with additional information about the Proposals, and a proxy card with instructions for voting for each Fund you held shares of as of October 28, 2024. Following this letter, you will find questions and answers regarding the Proxy Statement that are designed to help you understand the Proposals and the Proxy Statement and how to cast your votes. These questions and answers are being provided as a supplement to, not a substitute for, the Proxy Statement, which we urge you to review carefully.

The Special Meeting is scheduled to be held on January 8, 2025 at 10:00 a.m. Central time (together with any adjournments or postponements thereof). The Special Meeting will be held in a virtual meeting format only at https://www.viewproxy.com/EnvestnetETF/broadridgevsm/. If you are a shareholder of record of a Fund as of the close of business on October 28, 2024, you are entitled to vote at the Special Meeting and at any adjournment thereof. Your vote is extremely important. While you are welcome to join us at the Special Meeting, most shareholders will cast their votes by filling out, signing, and returning the enclosed proxy card, voting by telephone, or voting using the internet.

We appreciate your participation and prompt response in this matter. If you have any questions, please call Broadridge Financial Solutions, Inc. at 1-844-557-9027. Representatives are available to take your call Monday through Friday 9 a.m. to 10 p.m., Eastern time.

Please complete, sign and return the enclosed Proxy Card(s) in the enclosed envelope. You may vote your proxy by Internet or telephone in accordance with the instructions set forth on the enclosed Proxy Card(s). No postage is required if mailed in the United States.

ActivePassive Core Bond ETF

ActivePassive Intermediate Municipal Bond ETF

ActivePassive International Equity ETF

ActivePassive U.S. Equity ETF

Each, a series of Trust for Professional Managers

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, Wisconsin 53201-0701

NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS

to be held January 8, 2025

The Board, including a majority of the trustees who are not “interested persons” of the Funds, as defined in the Investment Company Act of 1940, as amended, has unanimously approved an investment advisory agreement between the Adviser and the Trust, on behalf of the Funds. However, shareholder approval is required to proceed. The Board believes that the proposals are in the best interests of each Fund and its shareholders and recommends that you vote in favor of the proposals.

By Order of the Board of Trustees

Jay S. Fitton, Secretary

Trust for Professional Managers

November 21, 2024

YOUR VOTE IS IMPORTANT

TO ENSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD(S) WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING. IF YOU ATTEND THE SPECIAL MEETING VIRTUALLY, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.

DEFINITIVE PROXY STATEMENT

SPECIAL JOINT MEETING OF SHAREHOLDERS

ActivePassive Core Bond ETF

ActivePassive Intermediate Municipal Bond ETF

ActivePassive International Equity ETF

ActivePassive U.S. Equity ETF

Each, a Series of Trust For Professional Managers

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, Wisconsin 53201-0701

1-800-617-0004

TO BE HELD ON JANUARY 8, 2025

This Board of Trustees (the “Board”) of Trust for Professional Managers (the “Trust”), an open-end registered management investment company organized as a Delaware statutory trust. has called a special joint meeting (the “Special Meeting”) of the shareholders of the ActivePassive Core Bond ETF, ActivePassive Intermediate Municipal Bond ETF, ActivePassive International Equity ETF, and ActivePassive U.S. Equity ETF (each, a “Fund,” and collectively, the “Funds”), to be held in a virtual meeting format only at https://www.viewproxy.com/EnvestnetETF/broadridgevsm/, on January 8, 2025 at 10:00 a.m. Central time.

Shareholders of record of each Fund at the close of business on the record date, established as October 28, 2024 (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting. This proxy statement, including the proxy card, is expected to be mailed to shareholders on or about November 27, 2024. The Special Meeting is being held to vote on the following proposals (each, a “Proposal,” and together, the “Proposals”) and to transact such other business as may properly come before the Special Meeting or any adjournments thereof:

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on January 8, 2025:

PROPOSAL 1

Background and Legal Requirements in Approving the New Investment Advisory Agreement

Envestnet has served as the investment adviser to the Funds since their inception on May 2, 2023. On July 11, 2024, Envestnet , Inc. (the “Company”), the parent company of Envestnet, agreed to be acquired by vehicles managed or advised by Bain Capital Private Equity, LP, a Delaware limited partnership and a private equity firm (“Bain”), and certain minority co-investors, pursuant to which Bain will acquire, through its ownership of the Company, a majority ownership equity stake in Envestnet (the “Transaction”). The closing of the Transaction, which is expected in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including required regulatory approvals, may be deemed to result in an assignment, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of the current investment advisory agreement between the Trust, on behalf of the Funds, and Envestnet dated February 28, 2023 (the “Current Investment Advisory Agreement”) and, as a result, its automatic termination.

In connection with the Transaction, you are being asked to approve a new investment advisory agreement between the Trust, on behalf of each Fund of which you are a shareholder, and Envestnet (the “New Investment Advisory Agreement”), which will allow Envestnet to continue to serve as the Fund’s investment adviser following closing on the Transaction. The Transaction and approval of the New Investment Advisory Agreement will not result in any significant changes for the shareholders of each of the Funds. The Funds’ principal investment strategies will not change as a result of approval of the New Investment Advisory Agreement and the unitary management fee paid by each Fund to Envestnet, and the services provided by Envestnet to each Fund will be the same under the New Investment Advisory Agreement as they are under the Current Investment Advisory Agreement. There will be no change to the Funds’ portfolio managers and the same investment sub-advisers that currently serve each Fund will be unchanged. The 1940 Act requires that the New Investment Advisory Agreement as it relates to a Fund be approved by both a majority of the Independent Trustees and a “majority of the outstanding voting securities” of such Fund as such term is defined in the 1940 Act. The New Investment Advisory Agreement will become effective with respect to a Fund upon the later of (i) the closing of the Transactions and (ii) approval by such Fund’s shareholders. Shareholders of each Fund will vote separately on the approval of the New Investment Advisory Agreement. The New Investment Advisory Agreement will go effective with respect to an individual Fund only if that Fund’s shareholders approve the New Investment Advisory Agreement but will not be contingent on approval of the New Investment Advisory Agreement by any other Fund’s shareholders.

The New Investment Advisory Agreement between the Trust, on behalf of the Funds, and the Adviser, is substantially identical to the Current Investment Advisory Agreement, except for its effective date. A copy of the New Investment Advisory Agreement is attached to this Proxy Statement as Exhibit A.

At an in-person meeting of the Board held on October 17, 2024, the Board, including a majority of the trustees who are not “interested persons” of the Funds, as defined in the 1940 Act (the “Independent Trustees”), voted unanimously to approve the New Investment Advisory Agreement. The Board also voted unanimously to recommend that shareholders of each Fund approve the proposed New Investment Advisory Agreement.

The Independent Trustees last approved the Current Investment Advisory Agreement on August 15, 2024 as part of the Board’s regular annual review process. The Current Investment Advisory Agreement was last approved by each Fund’s initial shareholder on April 14, 2023.

At an in-person meeting held on October 17, 2024, the Board, including a majority of the Independent Trustees, unanimously approved an interim investment advisory agreement pursuant to Rule 15a-4 under the 1940 Act, between the Trust, on behalf of each of the Funds, and Envestnet (the “Interim Investment Advisory Agreement”). Rule 15a-4, in relevant part, permits the appointment of an investment adviser on an interim basis, without shareholder approval when such approval would otherwise be required, subject to certain conditions. If the Transaction closes prior to shareholder approval of the New Investment Advisory Agreement with respect to a Fund, the Interim Investment Advisory Agreement will allow Envestnet to serve as investment adviser to such Fund or Funds for a period of up to 150 days following closing. The Interim Investment Advisory Agreement will terminate with respect to a Fund upon the sooner to occur of (1) 150 days after the effective date of the Interim Investment Advisory Agreement, or (2) the approval by such Fund’s shareholders of the New Investment Advisory Agreement.

The terms of the Interim Investment Advisory Agreement are substantially identical to the terms of the Current Investment Advisory Agreement except for the effective date and the termination date of the agreement. Additionally, under the Interim Investment Advisory Agreement, management fees earned by the Adviser during this interim period with respect to a Fund will be held in an escrow account at U.S. Bank, N.A. until shareholders of such Fund approve the New Investment Advisory Agreement. Fees that are held in the escrow account with respect to a Fund, including interest earned, will be paid to the Adviser if such Fund’s shareholders approve the New Investment Advisory Agreement within 150 days of the effective date of the Interim Investment Advisory Agreement. If shareholders of a Fund do not approve the New Investment Advisory Agreement within 150 days of the effective date of the Interim Investment Advisory Agreement, then the Adviser will be paid, out of the escrow account, the lesser of: (1) any costs incurred in performing services under the Interim Investment Advisory Agreement, plus interest earned on the amount while in escrow; or (2) the total amount in the escrow account relating to such Fund, plus interest.

If a Fund’s shareholders do not approve Envestnet as the investment adviser within 150 days after the effective date of the Interim Investment Advisory Agreement, the Board will have to consider other alternatives for such Fund, including, but not limited to, consideration of appointing another investment adviser to manage such Fund, seeking exemptive relief from the SEC to permit Envestnet to continue managing such Fund, or liquidating such Fund. If the expiration date of the Interim Investment Advisory Agreement is approaching and shareholders of a Fund have not approved the New Investment Advisory Agreement, the Board will evaluate all pertinent facts and circumstances in determining an option that is in the best interests of the shareholders of such Fund. If a majority of the outstanding voting securities of a Fund have not yet approved the New Investment Advisory Agreement at that time but the votes submitted by shareholders have been in favor of the New Investment Advisory Agreement, the Board will consult with Envestnet and Broadridge Financial Solutions, Inc. (“Broadridge”), the party

To achieve the investment objectives of the Funds, Envestnet utilizes sub-advisers with expertise in various types of investment strategies using a “manager of managers” approach. Envestnet selects the sub-advisers for the Funds, subject to approval by the Board, and allocates the assets of each Fund among its respective sub-advisers. The Trust applied for, and the SEC has granted, an exemptive order with respect to the Funds that permits Envestnet, subject to certain conditions, to terminate existing sub-advisers or hire new sub-advisers for the Funds, to materially amend the terms of particular agreements with sub-advisers or to continue the employment of existing sub-advisers after events that would otherwise cause an automatic termination of a sub-advisory agreement. This arrangement has been approved by the Board and each Fund’s initial shareholder. The manager of managers structure enables the Funds to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approval of sub-advisory agreements. The existing sub-advisers to the Funds (collectively, the “Sub-Advisers”) are as follows:

There will be no change to the Sub-Advisers as a result of the New Investment Advisory Agreement, or to the sub-advisory agreements between Envestnet and the Sub-Advisers (the “Sub-Advisory Agreements”). However, under the terms of the Sub-Advisory Agreements, the termination of Envestnet’s investment advisory agreement will cause the termination of the Sub-Advisory Agreements. The Board has approved new Sub-Advisory Agreements, as permitted under the exemptive order, to go effective upon the closing of the Transaction with terms that are the same as those in the current Sub-Advisory Agreements.

Compensation Paid to Envestnet Asset Management, Inc.

Under the Current Investment Advisory Agreement, Envestnet is entitled to receive a monthly management fee computed at an annual rate of 0.35%, 0.35%, 0.45% and 0.30% of the ActivePassive Core Bond ETF’s, ActivePassive Intermediate Municipal Bond ETF’s, ActivePassive International Equity ETF’s, and ActivePassive U.S. Equity ETF’s, respectively, average daily net assets in return for the services provided by Envestnet as the investment adviser to the Funds. The fee structure under the New Investment Advisory Agreement will be identical to the fee structure under the Current Investment Advisory Agreement. For the fiscal year September 1, 2023 through August 31, 2024, the Funds paid the

Information about Envestnet Asset Management, Inc.

The Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended. The Adviser’s principal office is located at 150 North Riverside Plaza, Suite 2050, Chicago, Illinois 60606. The Adviser is a wholly owned subsidiary of Envestnet, Inc., a Delaware corporation, located at 1000 Chesterbrook Boulevard, Suite 250, Berwyn, Pennsylvania 19312. As of June 30, 2024, Envestnet had assets under management of approximately $472 billion, and an additional $471 billion in assets under administration. Envestnet does not act as investment adviser or sub-adviser to another investment company with an investment objective similar to any of the Funds.

The following table sets forth the name, position and principal occupation of each current director and principal officer of the Adviser, each of whom is located at the Adviser’s principal office location.

The following table sets forth the name of each person that beneficially owns 10% or more of the outstanding voting securities of the Adviser prior to the close of the Transaction.

Following closing of the Transaction, Envestnet is expected to remain a wholly-owned subsidiary

Summary of the New Investment Advisory Agreement and the Current Investment Advisory Agreement

Board Recommendation of Approval

In reaching its decision to recommend the approval of the New Investment Advisory Agreement, the Board, including a majority of the Independent Trustees, considered its fiduciary responsibilities with regard to the Funds and also considered other matters, including, but not limited to the following: (1) the quality of services provided to the Funds in the past by the Adviser since each Fund’s inception compared to the quality of services expected to be provided to a Fund with the Adviser as the investment adviser going forward; (2) the investment performance of the Funds while managed by the Adviser; (3) the fact that terms of the New Investment Advisory Agreement are not materially different than the terms of the Current Investment Advisory Agreement; (4) the fact that the Adviser is retaining the Funds’ current sub-advisers and portfolio managers to continue managing the Funds, as well as the fact that the Funds will benefit from the depth of investment talent and resources of the Adviser and each of the Funds’ sub-

The Board also evaluated the New Investment Advisory Agreement in light of information they had requested and received from the Adviser prior to the meeting of the Board on October 17, 2024, as well as information received from the Adviser in connection with the meeting of the Board on August 15, 2024. A summary of the material factors considered by the Board in its deliberations as to whether to approve the New Investment Advisory Agreement, and the Board’s conclusions, follows. In their deliberations, the Trustees did not rank the importance of any particular piece of information or factor considered, but considered these matters in their totality.

The Trustees noted the ActivePassive Core Bond ETF’s performance for the one-year period ended June 30, 2024 was below the Barrington Cohort average. The Trustees noted that for each of the year-to-date, one-year and since inception periods ended June 30, 2024, the ActivePassive Core Bond ETF had outperformed the Bloomberg U.S. Aggregate Bond Index.

The Trustees noted the ActivePassive Intermediate Municipal Bond ETF’s performance for the one-year period ended June 30, 2024 was below the Barrington Cohort average. The Trustees noted that for the year-to-date, one-year and since inception periods ended June 30, 2024, the ActivePassive Intermediate Municipal Bond ETF had underperformed the Bloomberg Muni 1-10 Year Blend Total Return Index.

The Trustees noted the ActivePassive International Equity ETF’s performance for the one-year period ended June 30, 2024 was above the Barrington Cohort average. The Trustees noted that for the year-to-date, one-year and since inception periods ended June 30, 2024, the ActivePassive International Equity ETF had outperformed the S&P Classic ADR Composite (USD) NTR Index.

The Trustees noted the ActivePassive U.S. Equity ETF’s performance for the one-year period ended June 30, 2024 was above the Barrington Cohort average. The Trustees noted that for the year-to-date, one-year and since inception periods ended June 30, 2024, the ActivePassive U.S. Equity ETF had outperformed the CRSP U.S. Total Market Total Return Index.

After considering all of the information, the Trustees concluded that the performance obtained by the Adviser for each Fund was satisfactory under current market conditions and that the Adviser has developed the necessary expertise and resources in selecting and managing the sub-advisers to each Fund and providing investment advisory services in accordance with each Fund’s investment objective and strategies. Although past performance is not a guarantee or indication of future results, the Trustees determined that each Fund and its shareholders were likely to benefit from the Adviser’s continued management under the New Investment Advisory Agreement.

The Trustees also considered the overall profitability of the Adviser and reviewed the Adviser’s financial information. The Trustees also examined the level of profits that could be expected to accrue to the Adviser from the fees payable under the New Investment Advisory Agreement, as well as the Funds’ brokerage practices, noting that the Adviser makes no effort to seek soft dollar arrangements. These considerations were based on materials requested by the Trustees and the Funds’ administrator specifically for the October 17, 2024 meeting at which the New Investment Advisory Agreement was formally considered, as well as the reports prepared by the Adviser over the course of the year.

The Trustees noted the New Investment Advisory Agreement contained the identical fee structure as the Current Investment Advisory Agreement. The Trustees concluded that each Fund’s expenses and the proposed management fees paid to the Adviser were fair and reasonable in light of the comparative performance under the Current Investment Advisory Agreement, expense and management fee information and considering each Fund’s “manager-of-managers” structure. The Trustees further concluded, based on a profitability analysis prepared by the Adviser, that the Adviser’s profits from sponsoring the ActivePassive U.S. Equity ETF under the Current Investment Advisory Agreement was not excessive, and that the remaining ETFs were not yet profitable, and that the Adviser maintained adequate profit levels to support the services to the Funds from the revenues of its overall investment advisory business.

Section 15(f) of the 1940 Act provides a safe harbor that, when a transaction occurs, such as the proposed change in control of the Adviser, the investment adviser or any of its affiliated persons are permitted to receive any amount or benefit in connection with the change in control as long as two conditions are satisfied.

The first condition specifies that no “unfair burden” may be imposed on a Fund managed by the investment adviser as a result of the transaction relating to the change of control, or any express or implied terms, conditions or understandings. As defined in the 1940 Act, the term “unfair burden” includes any arrangement during the two-year period after the date on which the Transaction occurs whereby the investment adviser (or its predecessor or successor investment adviser) or any interested person of any such adviser receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company. The Trust is not aware of any arrangement relating to the Transaction that might result in the imposition of an “unfair burden” on the Funds as a result of the Transaction and the Trust’s Board of Trustees will not knowingly approve any arrangement which would impose an “unfair burden” on the Funds.

The second condition specifies that, during the three-year period immediately following consummation of the transaction, at least 75% of the Board must be composed of Independent Trustees (i.e., not “interested persons” as that term is defined under the 1940 Act of the Adviser). The Board currently meets this 75% requirement and anticipates meeting this requirement for the required three-year period following the closing of the Transaction.

PROPOSAL 2

The purpose of Proposal 2 is to authorize the holder of proxies solicited under this Proxy Statement to vote the shares represented by the proxies in favor of the adjournment of the Special

One or more adjournments may be made without notice other than an announcement at the Meeting, to the extent permitted by applicable law and the Trust’s governing documents. Any adjournment of the Meeting with respect to a Fund for the purpose of soliciting additional proxies will allow such Fund’s shareholders who have already sent in their proxies to revoke them at any time before their use at the Meeting, as adjourned.

ADDITIONAL INFORMATION

Shareholders of each Fund at the close of business on the Record Date will be entitled to be present and vote at the Special Meeting. As of the Record Date, the ActivePassive Core Bond ETF had 24,925,000 shares outstanding, the ActivePassive Intermediate Municipal Bond ETF had 5,875,000 shares outstanding, the ActivePassive International Equity ETF had 27,325,000 shares outstanding, and the ActivePassive U.S. Equity ETF had 46,375,000 shares outstanding.

Portfolio Transactions

The Funds do not allocate portfolio brokerage on the basis of the sales of Fund shares. Brokerage firms whose customers purchase shares of the Funds may participate in brokerage commissions, but only pursuant to the Funds’ “Policy with Respect to Allocation of Brokerage to Compensate for Distribution of Fund Shares,” a description of which is included in the Funds’ Statement of Additional Information dated December 29, 2023. The Funds do not execute portfolio transactions through affiliated brokers.

GENERAL INFORMATION

Solicitation of Proxies and Voting

This solicitation is being made primarily by the mailing of this Proxy Statement, along with a notice of the Special Meeting and Proxy Card(s), on or about November 27, 2024. Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or personal interview by representatives of the Funds. The Adviser has entered into a contract with Broadridge pursuant to which Broadridge will provide certain project management, internet and telephone voting services in addition to the mailing of the proxy statement. In addition, Broadridge may be paid on a per-call basis to solicit shareholders by telephone on behalf of the Funds. The Funds may also arrange to have votes recorded by telephone.

Voting instructions may be revoked at any time prior to the final vote at the Special Meeting by: (1) written instruction addressed to Jay S. Fitton, Secretary, Trust for Professional Managers, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701; (2) attendance at the Special Meeting virtually and voting; or (3) by proper execution and return of a new Proxy Card(s) (if received in time to be voted). Mere attendance at the Special Meeting will not revoke voting instructions.

If the Funds record votes by telephone or through the Internet, they 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 through the Internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.

All proxies solicited by the Board that are properly executed and received by the Trust’s Secretary prior to the Special Meeting, and are not revoked, will be voted at the Special Meeting. Shares represented by such proxies will be voted in accordance with the instructions on the proxies. If no instruction is made on a properly executed proxy, it will be voted FOR the proposal. All shares that are voted and all votes to ABSTAIN will be counted towards establishing a quorum, but abstentions will not count toward the number of votes in favor of approval of the New Investment Advisory Agreement, which means they will have the effect of a vote against the proposal.

With respect to shares held in individual retirement accounts (including Traditional, Rollover, SEP, SARSEP, Roth and SIMPLE IRAs), the IRA Custodian will vote those shares for which it has received instructions from shareholders in accordance with such instructions. If IRA shareholders do not vote their shares, the IRA Custodian will vote their shares for them in the same proportion as other IRA shareholders have voted.

The Funds expect that the solicitation will be primarily by mail, but also may include telephone, facsimile or oral solicitations. If the Funds do not receive your proxy by a certain time, you may receive a telephone call from Broadridge, Trust officers, employees or agents asking you to vote. The Funds do not reimburse officers of the Trust, or regular employees and agents involved in the solicitation of proxies.

The expenses in connection with preparing this Proxy Statement and its enclosures and all related legal expenses and all solicitations will be paid by the Adviser. The estimated cost of the solicitation is $43,696.

The Special Meeting will be held in a virtual meeting format only. You can attend and participate in the Special Meeting by registering online at https://www.viewproxy.com/EnvestnetETF/broadridgevsm/ here you will be able to listen to the Special Meeting live, submit questions and vote.

Eligible shareholders whose shares of a Fund are registered directly with a Fund in the shareholder’s name will be asked to submit their name and control number found on the shareholder’s proxy card in order to register to participate in and vote at the Special Meeting. Shareholders whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/record holder, who will then provide the shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several days. Requests for registration should be received no later than January 7, 2025, but in any event must be received by the scheduled time for commencement of the Special Meeting. Once shareholders have obtained a new control number, they must visit https://www.viewproxy.com/EnvestnetETF/broadridgevsm/ submit their name and newly issued control number in order to register to participate in and vote at the Special Meeting. After shareholders have submitted their registration information, they will receive an email from Broadridge that confirms that their registration request has been received and is under review by Broadridge. Once shareholders’ registration requests have been accepted, they will receive (i) an email containing an event link and dial-in information to attend the Special Meeting, and (ii) an email with a password to enter at the event link in order to access the Special Meeting. Shareholders may vote before or during the Special Meeting at proxyvote.com. Only shareholders of a Fund present virtually, or by proxy will be able to vote, or otherwise exercise the powers of a shareholder, at the Special Meeting.

Eligible shareholders may vote before or during the Special Meeting at proxyvote.com. Only shareholders of a Fund present virtually or by proxy will be able to vote, or otherwise exercise the powers of a shareholder, at the Special Meeting.

A quorum for each Fund is one-third of outstanding shares entitled to vote in person or by proxy at the Special Meeting with respect to such Fund.

If a quorum is not present at the Special Meeting with respect to a Fund, or if a quorum is present at the Special Meeting with respect to a Fund but sufficient votes to approve a proposal are not received with respect to such Fund, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournments of the Special Meeting with respect to such Fund to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shares of a Fund present at the Special 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 the Proposal, unless directed to vote AGAINST the proposed adjournment.

Approval of the proposal to approve the New Investment Advisory Agreement with respect to each Fund in order to retain the Adviser as the investment adviser for such Fund requires the affirmative vote of the holders of a “majority of the outstanding voting securities” of such Fund. As defined in the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of a Fund entitled to vote present in person or by proxy at the Special Meeting, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of a Fund entitled to vote thereon.

Each Fund will vote separately on Proposal 1. It is possible that Proposal 1 may be approved by shareholders of one Fund but not by shareholders of another. If that were the case, the Adviser expects that the shareholder meeting would be adjourned for the particular Fund to give more time to solicit shareholder votes in favor of Proposal 1 with respect to such Fund. Proposal 1 will be implemented with respect to the Funds that approved it. If shareholders of any Fund do not approve Proposal 1, the Board will consider other possible courses of action for such Fund or Funds.

The approval of any adjournment(s) of the Special Meeting requires the vote of a majority of the votes cast, either in person or by proxy, at the Special Meeting, even if the number of votes cast is fewer than the number required for a quorum.

Service Providers

The Funds’ investment adviser is Envestnet Asset Management, Inc., located at 150 North Riverside Plaza, Suite 2050, Chicago, Illinois 60606. The Funds’ administrator, fund accountant, and transfer agent is U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202. U.S. Bank, N.A., 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the Funds’ custodian. Foreside Fund Services, LLC, Three Canal Plaza, Suite 100, Portland, Maine 04101, serves as distributor and principal underwriter to the Funds.

Householding

If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive a separate Proxy Card. If you would like to receive a separate copy of the Proxy Statement, future proxy statements or other related materials please call

OTHER BUSINESS

The Board knows of no other business to be brought before the Special Meeting. However, if any other matters properly come before the Special Meeting, proxies that do not contain specific instructions to the contrary will be voted on such matters in accordance with the judgment of the persons designated therein.

SUBMISSION OF SHAREHOLDER PROPOSALS

The Funds do not hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholder meeting should send their written proposals to the Secretary of the Trust, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. Proposals must be received at a reasonable time before the Trust begins to print and send its proxy materials to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean the proposal will be included.

NOTICE TO BANKS, BROKER-DEALERS AND

VOTING TRUSTEES AND THEIR NOMINEES

Banks, broker-dealers, voting trustees and their nominees should advise the Funds, in care of U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, whether other persons are beneficial owners of shares held in their names for which proxies are being solicited and, if so, the number of copies of the Proxy Statement they wish to receive in order to supply copies to the beneficial owners of the respective shares.

TRUST FOR PROFESSIONAL MANAGERS

INVESTMENT ADVISORY AGREEMENT

with

ENVESTNET ASSET MANAGEMENT, INC.

SCHEDULE A

DETACH AND RETURN THIS PORTION ONLY

DETACH AND RETURN THIS PORTION ONLY

DETACH AND RETURN THIS PORTION ONLY

DETACH AND RETURN THIS PORTION ONLY