N-CSRS 1 dncsrs.htm FORM N-CSRS FORM N-CSRS
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-10401

Trust for Professional Managers

(Exact name of registrant as specified in charter)

615 East Michigan Street

Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

Rachel A. Spearo

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

(Name and address of agent for service)

(414) 765-5384

Registrant’s telephone number, including area code

Date of fiscal year end: May 31, 2008

Date of reporting period: November 30, 2007


Table of Contents
Item 1. Report to Stockholders.


Table of Contents

Semi-Annual Report

 


 

LOGO

 

Leader Short-Term Bond Fund

 

(Symbol: LCCMX)

 


 

November 30, 2007

 

Investment Advisor

 

Leader Capital Corporation

121 SW Morrison Street

Suite 245

Portland, OR 97204

 

Phone: 1-800-711-9164


Table of Contents

Table of Contents

 


 

LETTER TO SHAREHOLDERS

    3

EXPENSE EXAMPLE

    4

INVESTMENT HIGHLIGHTS

    5

SCHEDULE OF INVESTMENTS

    8

STATEMENT OF ASSETS AND LIABILITIES

  11

STATEMENT OF OPERATIONS

  12

STATEMENTS OF CHANGES IN NET ASSETS

  13

FINANCIAL HIGHLIGHTS

  14

NOTES TO FINANCIAL STATEMENTS

  15

BASIS FOR TRUSTEES APPROVAL OF INVESTMENT ADVISORY AGREEMENT

  20

ADDITIONAL INFORMATION

  22


Table of Contents

Leader Short-Term Bond Fund

Management’s Discussion & Analysis

 

Dear Fellow Shareholders:

 

We are please to present the semi-annual report for the Leader Short-Term Bond Fund. This report covers the financial results and investment activity for the Leader Short-Term Bond Fund for the six month period ending November 30, 2007.

 

We continue to remain cautious as the extent of balance sheet damage has not yet materialized. Our conservative position resulted in a very high sharpe ratio and alpha. We underperformed our index as we did not participate in the Treasury rally (one of the biggest in the last 20 years). We have begun deploying some risk capital in selective areas. We believe first quarter 2008 will result in a Treasury sell off and a move back to corporate debt which is close to the credit spread levels of 80% that occurred in 2001.

 

In the following pages you will find detailed discussions about the Leader Short-Term Bond Fund and its performance since inception of the fund. We hope you will take a moment to read this information, and let us know if you have any questions about your investment. You can send us an email at info@leadercapital.com or call us at 1-800-269-8810.

 

As always, we appreciate your investment in the Leader Short-Term Bond Fund and we look forward to serving your investment needs in the years to come.

 

Sincerely,

John E. Lekas

Portfolio Manager

 

The general market views expressed in this report represent the opinions of Leader Capital Corp. Management comments are not intended to predict or forecast the performance of any of the securities markets or indexes.

 

Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investment by the Fund in lower-rated and non-rated securities presents a greater risk of loss to principal and interest than higher-rated securities. The Fund is exposed to credit risk where lower-rated securities have a higher risk of defaulting on obligations. Investments in foreign securities involve greater volatility and political, economic and currency risks and differences in accounting methods.

 

Sharpe Ratio: A measure of the fund’s historical returns adjusted for risk or volatility. Alpha: an annualized return measure of how much better or worse a fund’s performance is relative to an index of funds in the same category, after allowing for differences in risk.

 

Must be preceded or accompanied by a prospectus.

 

Quasar Distributors, LLC, Distributor. (1/08)

 

3


Table of Contents

Leader Short-Term Bond Fund

Expense Example

(Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including advisory fees and other fund expenses. 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 (6/1/07 - 11/30/07).

 

Actual Expenses

 

The first line of the following table provides information about actual account values and actual expenses. The Fund charges an initial sales charge of 3.50%. In addition, you will be assessed fees for outgoing wire transfers, returned checks and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent. If you request that a redemption be made by wire transfer, currently a $15.00 fee is charged by the Fund’s transfer agent. IRA accounts will be charged a $15.00 annual maintenance fee. To the extent the Fund invests in shares of ETFs or other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Fund invests in addition to the expenses of the Fund. Actual expenses of the underlying funds are expected to vary among the various underlying funds. These expenses are not included in the example. The example includes, but is not limited to, advisory fees, 12b-1 fees, fund administration and accounting, custody and transfer agent fees. 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 provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio 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 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. 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. In addition, if these transactional costs were included, your costs would have been higher.

 

     Leader Short-Term Bond Fund

     Beginning
Account Value
6/1/07


  

Ending

Account Value
11/30/07


   Expenses Paid
During Period
6/1/07 –11/30/07*


Actual **

   $ 1,000.00    $ 1,027.10    $ 9.22

Hypothetical (5% return before expenses)***

   $ 1,000.00    $ 1,015.90    $ 9.17

*   Expenses are equal to the Fund’s annualized expense ratio of 1.82%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.
**   Including loads, your actual cost of investment would be $43.90.
***   Including loads, your hypothetical cost of investment would be $43.85.

 

4


Table of Contents

Leader Short-Term Bond Fund

Investment Highlights

(Unaudited)

 

The primary investment objective of the Fund is to deliver a high level of current income, with a secondary objective of capital appreciation. The Fund expects to achieve its objectives by investing in a portfolio of investment grade and non-investment grade debt securities, both domestic and foreign. The Advisor utilizes a fundamental top-down analysis, meaning the Advisor analyzes the economy, interest rate cycles, the supply and demand for credit and the characteristics of individual securities in making investment selections. The Fund's sector breakdown as of November 30, 2007 is shown below.

 

Security Type Breakdown

% of Investments

LOGO

 

5


Table of Contents

Leader Short-Term Bond Fund

Investment Highlights (continued)

(Unaudited)

 

Total Returns as of November 30, 2007

 

     No Load Returns

 
     Leader Short-Term
Bond Fund


    Merrill Lynch 1-3 Year
Government/Corporate
Bond Index


 

Six Months

   2.71 %   4.74 %
    

 

One Year

   4.89 %   6.64 %
    

 

Average Annual Since Inception (7/14/05)

   3.83 %   4.96 %
    

 

 

     Front-End Load Returns

 
     Leader Short-Term
Bond Fund


 

Six Months

   -0.87 %
    

One Year

   1.26 %
    

Average Annual Since Inception (7/14/05)

   2.29 %
    

 

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling 1-800-711-9164.

 

Investment performance reflects fee waivers in effect. In the absence of such waivers, total return would be reduced.

 

The returns shown in the table above and the following graph assume reinvestment of dividends and capital gains and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The graph illustrates performance of a hypothetical investment made in the Fund and index on inception date. The graph does not reflect any future performance.

 

The Merrill Lynch 1-3 Year Government/Corporate Bond Index tracks the performance of U.S. dollar-denominated investment grade U.S. Government and corporate public debt issued in the U.S. domestic bond market with maturities ranging between 1 and 3 years.

 

One cannot invest directly in an index. Sector allocations are subject to change.

 

6


Table of Contents

Leader Short-Term Bond Fund

Investment Highlights (continued)

(Unaudited)

 

LOGO

 

*   Inception Date

 

Fund figures reflect a deduction of the maximum sales charge of 3.50% on the $10,000 investment. Thus, the net amount invested was $9,650.

 

7


Table of Contents

Leader Short-Term Bond Fund

Schedule of Investments

November 30, 2007 (Unaudited)

 

     Principal
Amount


   Value

CORPORATE BONDS 18.23%              

AbitibiBowater Inc.

             

9.375%, 12/15/2021

   $ 200,000    $ 151,000

Bombardier, Inc.

             

6.300%, 05/01/2014(a) (Acquired 11/09/2006, Cost $377,760)

     400,000      394,000

Bowater Canada Finance

             

7.950%, 11/15/2011

     500,000      393,750

Cellu Tissue Holdings, Inc.

             

9.750%, 03/15/2010

     250,000      241,250

Clear Channel Communications, Inc.

             

7.650%, 09/15/2010

     450,000      450,279

Countrywide Financial Corp.

             

5.128%, 05/05/2008

     1,000,000      888,590

6.250%, 05/15/2016

     1,500,000      946,524

Countrywide Home Loans

             

4.125%, 09/15/2009

     500,000      375,492

DEPFA Bank plc

             

19.000%, 04/02/2008

     3,000,000      2,529,785

Fairfax Financial Holdings Ltd.

             

6.875%, 04/15/2008

     50,000      48,750

7.750%, 04/26/2012

     700,000      703,500

7.375%, 04/15/2018

     500,000      462,500

General Motors Acceptance Corp.

             

6.750%, 12/01/2014

     250,000      205,930

Qwest Capital Funding, Inc.

             

7.250%, 02/15/2011

     250,000      248,125

Rite Aid Corp.

             

8.125%, 05/01/2010

     700,000      703,500

SLM Corp.

             

5.000%, 10/01/2013

     1,900,000      1,624,052

Washington Mutual, Inc.

             

7.250%, 11/01/2017

     1,000,000      870,483

William Lyon Homes, Inc.

             

10.750%, 04/01/2013

     500,000      315,000
           

TOTAL CORPORATE BONDS (Cost $12,007,863)             11,552,510
           

PRIVATE PLACEMENTS 3.95%              

Cowboys Stadium LP

             

5.600%, 07/01/2039 (Acquired 10/31/2007 and 11/27/2007, Cost $2,500,000)

     2,500,000      2,500,000
           

TOTAL PRIVATE PLACEMENTS (Cost $2,500,000)             2,500,000
           

 

The accompanying notes are an integral part of these financial statements.

 

8


Table of Contents

Leader Short-Term Bond Fund

Schedule of Investments, continued

November 30, 2007 (Unaudited)

     Principal
Amount


   Value

FOREIGN BONDS 4.97%          
Suprational Banks 4.97%          

International Bank for Reconstruction and Development

         

18.250%, 02/06/2009

   3,000,000    2,585,171

European Investment Bank

         

9.500%, 05/30/2008

   4,400,000,000    469,584

12.500%, 04/01/2009

   118,000    95,995
         
TOTAL FOREIGN BONDS (Cost $3,126,888)         3,150,750
         
U.S. GOVERNMENT AGENCIES & OBLIGATIONS 4.77%          

Federal Home Loan Mortgage Corp.

         

Series 3068, 0.000%, 01/15/2035(b)(c)

   242,988    215,955

Series 3000, 4.226%, 06/15/2035

   385,003    383,800

Series 3107, 0.000%, 02/15/2036(b)(c)

   565,823    513,307

Series 3213, 0.000%, 09/15/2036(b)(c)

   1,061,838    995,697

Series 3211, 6.259%, 09/15/2036

   366,661    373,422

Federal National Mortgage Association

         

Series 2006-69, 0.000%, 08/25/2036(b)(c)

   347,876    260,146

U.S. Treasury Strips

         

0.000%, 11/15/2015(b)

   5,000    3,641

0.000%, 02/15/2037(b)

   1,000,000    277,399
         
TOTAL U.S. GOVERNMENT AGENCIES & OBLIGATIONS (Cost $2,995,819)         3,023,367
         
     Shares

   Value

INVESTMENT COMPANIES 5.11%          

Eaton Vance Floating—Rate Income Trust

   40    1,000,000

Neuberger Berman Real Estate Securities Income Fund Inc.

   80    2,000,000

UltraShort Emerging Markets ProFund—Investor Class

   30,000    240,900
         
TOTAL INVESTMENT COMPANIES (Cost $3,251,100)         3,240,900
         
PREFERRED STOCKS 16.02%          

Cohen & Steers Quality Income Realty Fund Inc.

   66    1,650,000

Cohen & Steers REIT & Preferred Income Fund Inc.

   40    1,000,000

Cohen & Steers REIT & Utility Income Fund Inc.

   40    1,000,000

Cohen & Steers Select Utility Fund Inc.

   80    2,000,000

Tortoise North American Energy Corp.

   80    2,000,000

Aberdeen Asia-Pacific Income Fund, Inc.

   100    2,500,000
         
TOTAL PREFERRED STOCKS (Cost $10,150,000)         10,150,000
         

 

The accompanying notes are an integral part of these financial statements.

 

9


Table of Contents

Leader Short-Term Bond Fund

Schedule of Investments, continued

November 30, 2007 (Unaudited)

 

     Shares

   Value

MONEY MARKET 41.35%            

Reserve Primary Fund, 5.380%(d)

   26,203,160      26,203,161
         

TOTAL MONEY MARKET (Cost $26,203,160)           26,203,161
         

TOTAL INVESTMENTS (Cost $60,234,830) 94.40%           59,820,688

Other Assets in Excess of Liabilities 5.60%

          3,547,032
         

TOTAL NET ASSETS 100.00%         $ 63,367,720
         


Percentages are stated as a percent of net assets.

 

(a)

Restricted security purchased pursuant to Rule 144A of the Securities Act of 1933.

(b)

Non-Income Producing.

(c)

Collateralized mortgage obligation (CMO)

(d)

Variable rate security; the money market rate shown represents the rate at November 30, 2007.

 

The accompanying notes are an integral part of these financial statements.

 

10


Table of Contents

Leader Short-Term Bond Fund

 

Statement of Assets and Liabilities  
   
November 30, 2007 (Unaudited)  
Assets         

Investments, at value (cost $60,234,830)

   $ 59,820,688  

Foreign currency (cost $1,424,415)

     1,425,242  

Cash

     87,620  

Dividends and interest receivable

     886,165  

Receivable for capital shares sold

     2,560,798  

Receivable for investments sold

     803,000  

Other assets

     57,183  
    


Total Assets

     65,640,696  
    


Liabilities         

Payable for investments purchased

     2,126,891  

Payable for capital shares redeemed

     26,937  

Payable to advisor

     49,889  

Payable to affiliates

     3,298  

Payable for distribution fees

     51,278  

Accrued expenses and other liabilities

     14,683  
    


Total Liabilities

     2,272,976  
    


Net Assets    $ 63,367,720  
    


Net Assets Consist Of:

        

Paid-in capital

   $ 63,484,701  

Undistributed net investment income

     (412,101 )

Undistributed net realized gain from:

        

Investment transactions

     604,124  

Foreign currency transactions

     94,109  

Net unrealized appreciation (depreciation) on:

        

Investments

     (414,142 )

Foreign currency translation

     11,029  
    


Net Assets    $ 63,367,720  
    


Shares of beneficial interest outstanding (unlimited number of shares authorized, $0.001 par value)

     6,562,667  
    


Net asset value per share

   $ 9.66  
    


Offering price per share ($9.69 divided by 0.965)(1)

   $ 10.01  
    



(1)

 

A maximum charge of 3.50% will be imposed on purchases less than $500,000.

 

 

The accompanying notes are an integral part of these financial statements.

 

11


Table of Contents

Leader Short-Term Bond Fund

 

Statement of Operations  
        
For the Six Months Ended November 30, 2007 (Unaudited)  
Investment Income         

Interest income(1)

   $ 1,065,315  

Dividend income

     136,633  
    


Total Investment Income

     1,201,948  
    


Expenses         

Advisory fees

     197,873  

Distribution fees

     109,929  

Transfer agent fees and expenses

     17,202  

Fund accounting fees

     15,372  

Administration fees

     15,006  

Audit and tax fees

     11,895  

Federal and state registration fees

     6,771  

Legal fees

     4,026  

Reports to shareholders

     4,026  

Custody fees

     3,843  

Chief Compliance Officer fees and expenses

     2,745  

Trustees’ fees and related expenses

     853  

Other expenses

     549  
    


Total Expenses

     390,090  

Add reimbursements to Advisor

     10,900  
    


Net Expenses

     400,990  
    


Net Investment Income      800,958  
    


Realized and Unrealized Gain (loss) on Investments         

Net realized gain (loss) from:

        

Investments

     260,991  

Foreign currency transactions

     94,109  

Change in net unrealized appreciation/depreciation on:

        

Investments

     (117,447 )

Foreign currency translation

     10,011  
    


Net Realized and Unrealized Gain on Investments      247,664  
    


Net Increase In Net Assets From Operations    $ 1,048,622  
    



(1)

 

Net of 1,325 foreign withholding tax.

 

 

The accompanying notes are an integral part of these financial statements.

 

12


Table of Contents

Leader Short-Term Bond Fund

 

Statements of Changes in Net Assets  
              
     Six Months Ended
November 30, 2007
(Unaudited)


    Period Ended
May 31, 2007(1)


 
From Operations                 

Net investment income

   $ 800,958     $ 1,084,365  

Net realized gain (loss) from:

                

Investments

     260,991       285,142  

Foreign currency transactions

     94,109       (2,537 )

Change in net unrealized appreciation/depreciation on:

                

Investments

     (117,447 )     (121,801 )

Foreign currency translation

     10,011       461  
    


 


Net increase in net assets from operations

     1,048,622       1,245,630  
    


 


From Distributions                 

Net investment income

     (1,284,615 )     (1,027,528 )
    


 


Net decrease in net assets resulting from distributions paid

     (1,284,615 )     (1,027,528 )
    


 


From Capital Share Transactions                 

Proceeds from shares sold

     38,216,407       29,436,286  

Net asset value of shares issued in reinvestment of distributions to shareholders

     962,503       818,727  

Payments for shares redeemed

     (8,980,370 )     (10,032,423 )
    


 


Net increase in net assets from capital share transactions

     30,198,540       20,222,590  
    


 


Total increase In net assets

     29,962,547       20,440,692  
Net Assets:                 

Beginning of period

     33,405,173       12,964,481  
    


 


End of period

   $ 63,367,720     $ 33,405,173  
    


 


Undistributed Net Investment Income (Loss) Included in Net Assets

   $ (412,101 )   $ 60,574  
    


 



(1)

 

Fund changed fiscal year end from June 30 to May 31. This period represents activity from July 1, 2006 through May 31, 2007.

 

The accompanying notes are an integral part of these financial statements.

 

13


Table of Contents

Leader Short-Term Bond Fund

 

Financial Highlights  
Per Share Data for a Share Outstanding Throughout Each Period  
     Six Months Ended
November 30, 2007
(Unaudited)


    Period Ended
May 31, 2007(1)


 
Net Asset Value, Beginning of Period    $ 9.69     $ 9.46  
    


 


Income (loss) from investment operations:                 

Net investment income

     0.20       0.47  

Net realized and unrealized gain (loss) on investments

     0.05       0.23  
    


 


Total from Investment Operations

     0.25       0.70  
    


 


Less distributions paid:                 

From net investment income

     (0.28 )     (0.47 )
    


 


Total distributions paid

     (0.28 )     (0.47 )
    


 


Net Asset Value, End of Period    $ 9.66     $ 9.69  
    


 


Total Return(2) (3)      2.71 %     7.53 %
    


 


Supplemental Data and Ratios:                 

Net assets at end of period (000’s)

   $ 63,368     $ 33,405  

Ratio of expenses to average net assets:

                

Before waiver and expense reimbursement(4)

     1.77 %     2.51 %

After waiver and expense reimbursement(4)

     1.82 %     1.70 %

Ratio of net investment income to average net assets:

                

Before waiver and expense reimbursement(4)

     3.71 %     5.24 %

After waiver and expense reimbursement(4)

     3.66 %     6.05 %

Portfolio turnover rate(3)

     160.40 %     237.15 %

(1)

 

Fund changed fiscal year end from June 30 to May 31.

(2)

 

Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends and does not reflect any sales loads.

(3)

 

Not annualized for periods less than a full year.

(4)

 

Annualized.

 

The accompanying notes are an integral part of these financial statements.

 

14


Table of Contents

Leader Short-Term Bond Fund

 

Notes to Financial Statements

November 30, 2007

 

(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. Leader Short-Term Bond Fund (the “Fund”) represents a distinct, diversified series with its own investment objectives and policies within the Trust. The investment objective of the Fund is to deliver a high level of current income, with a secondary objective of 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 on May 11, 2005 and commenced operations on July 14, 2005 as a series of Unified Series Trust. Effective at the close of business on March 3, 2007, the Fund reorganized as a series of the Trust.

 

(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 accounting principles generally accepted in the United States of America (“GAAP”).

 

  (a)   Investment Valuation

 

The Fund’s securities, including American Depositary Receipts (“ADRs”), which are traded on securities exchanges are valued at the last sale price on the exchange on which such securities are traded, as of the close of the business day the securities are being valued or, lacking any reported sales, at the mean between the last available bid and asked prices. Securities that are traded on more than one exchange are valued on the exchange determined by the Advisor to be the primary market. Short-term debt obligations with remaining maturities in excess of 60 days are valued at current market prices, as discussed above. Short-term securities with 60 days or less remaining to maturity are, unless conditions indicate otherwise, amortized to maturity based on their cost to the Fund if acquired within 60 days of maturity or, if already held by the Fund on the 60th day, based on the value determined on the 61st day. When market quotations are not readily available, any security or other asset 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 Advisor to believe that a security’s last sale price may not reflect its actual market value. The intended effect of using fair value pricing procedures is to ensure that the Fund is accurately priced. The Board of Trustees will regularly evaluate whether the Fund’s fair valuation pricing procedures continue to be appropriate in light of the specific circumstances of the Fund and the quality of prices obtained through their application by the Trust’s Valuation Committee. The ability of issuers of debt securities held by the Fund to meet their obligations may be affected by economic and political developments in a specific country or region.

 

  (b)   Foreign Securities

 

Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.

 

The Fund isolates the portion of the results of operations from changes in foreign exchange rates on investments from those resulting from changes in market prices of securities held. Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign

 

15


Table of Contents

Leader Short-Term Bond Fund

 

Notes to Financial Statements, continued

November 30, 2007

 

withholding taxes recorded on the Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in the exchange rate.

 

  (c)   Federal Income Taxes

 

The Fund complies with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and makes 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.

 

  (d)   Distributions to Shareholders

 

The Fund will distribute any net investment income monthly and 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.

 

The amount of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment.

 

  (e)   Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

 

  (f)   Share Valuation

 

The net asset value (“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.

 

  (g)   Expenses

 

Expenses associated with a specific fund within the Trust are charged to that fund. Common expenses are allocated between the funds of the Trust based upon the ratio of the net assets of each fund to the combined net assets of the Trust, or other equitable means.

 

  (h)   Indemnifications

 

Under the Fund’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

 

16


Table of Contents

Leader Short-Term Bond Fund

 

Notes to Financial Statements, continued

November 30, 2007

 

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.

 

  (i)   Other

 

Investment transactions are recorded on the trade date. The Fund determines the gain or loss from investment transactions on the identified cost basis 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. Discounts and premiums on securities purchased are amortized using the effective interest method, over the average life of the security.

 

  (j)   New Accounting Pronouncements

 

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. To the extent that a tax benefit of a position is not deemed to meet the more-likely-than-not threshold, the Fund would report an income tax expense in the statement of operations. The adoption of FIN 48 is required for the last net asset value calculation in the first financial statement reporting period for fiscal years beginning after December 15, 2006. The Fund will apply FIN 48 to all open tax years on the date of adoption which is expected to be on November 30, 2007. At this time, management is evaluating the implications of FIN 48 and its impact on the financial statements has not yet been determined.

 

In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management is currently evaluating the implications of SFAS No. 157, and its impact on the financial statements has not yet been determined.

 

(3)   Federal Tax Matters

 

The tax character of distributions paid during the periods ended May 31, 2007 and June 30, 2006 were as follows:

 

     May 31, 2007

   June 30, 2006

Ordinary Income

   $ 1,027,528    $ 319,847

 

As of May 31, 2007, the components of accumulated earnings on a tax basis were as follows:

 

Cost basis of investments for federal income tax purposes

   $ 32,874,642  
    


Gross tax unrealized appreciation

   $ 140,156  

Gross tax unrealized depreciation

     (296,373 )
    


Net tax unrealized depreciation

   $ (156,217 )
    


Undistributed ordinary income

   $ 272,459  

Undistributed long-term capital gain

     1,753  
    


Total distributable earnings

   $ 274,212  
    


Other accumulated gains

   $ 1,017  
    


Total accumulated gains

   $ 119,012  
    


 

 

 

17


Table of Contents

Leader Short-Term Bond Fund

 

Notes to Financial Statements, continued

November 30, 2007

 

The Statement of Assets and Liabilities were adjusted as follows:

 

Accumulated Net Investment Income (Loss)

   $ (26,459 )

Accumulated Realized Gain (Loss)

   $ 26,461  

Paid-in Capital

   $ (2 )

 

For the fiscal year ended May 31, 2007 the permanent book to tax differences related to paydowns, foreign currency and foreign bonds.

 

The Fund intends to utilize provisions of the federal income tax laws which allow it to carry a realized capital loss forward for eight years following the year of loss and offset such losses against any future realized capital gains. At May 31, 2007, the Fund did not have any capital loss carry forwards.

 

(4)   Distribution Plan

 

The Trust has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (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 for services to prospective Fund shareholders and distribution of Fund Shares. During the six-month period ended November 30, 2007, the Fund accrued expenses of $109,929 pursuant to the 12b-1 Plan. In addition to the 12b-1 fee, the Fund is also subject to a 0.25% shareholder servicing fee under the 12b-1 Plan.

 

(5)   Investment Advisor

 

The Trust has an Investment Advisory Agreement (the “Agreement”) with Leader Capital Corporation (the “Advisor”) to furnish investment advisory services to the Fund. Under the terms of the Agreement, which became effective on March 2, 2007, the Trust, on behalf of the Fund, compensates the Advisor for its management services at the annual rate of 0.90% of the Fund’s average daily net assets. For the period July 1, 2006 through March 2, 2007, the Fund paid the Advisor a fee computed at an annual rate of 1.10% of the Fund’s average net assets.

 

The Advisor has contractually agreed to waive its management fee and/or reimburse the Fund’s other expenses to the extent necessary to ensure that the Fund’s operating expenses (exclusive of front-end or contingent deferred sales loads, taxes, leverage, interest, brokerage commissions, dividends and interest on short positions, expenses incurred in connection with any merger or reorganization and extraordinary items) do not exceed 1.65% of the Fund’s average daily net assets through June 30, 2007 and 1.85% through February 29, 2008 and shall continue thereafter at the discretion of the Board of Trustees. For the six-month period ended November 30, 2007, expenses of $10,900 were recouped by the Advisor. Effective March 2, 2007, any such waiver or reimbursement is subject to later adjustment to allow the Advisor to recoup amounts waived or reimbursed to the extent actual fees and expenses for a fiscal period are less than the Fund’s expense limitation cap, provided, however, that the Advisor shall only be entitled to recoup such amounts for a period of three years from the date such amount was waived or reimbursed.

 

The following table shows the remaining waived or reimbursed expenses subject to potential recovery expiring in:

 

2010

   $ 56,501

 

(6)   Related Party Transactions

 

A Trustee of the Trust is affiliated with U.S. Bancorp Fund Services, LLC and U.S. Bank, N.A., which provide accounting, administration, transfer agency and custodian services to the Fund. This same trustee is an interested person of Quasar Distributors, LLC, the Fund’s distributor. As of November 30, 2007, amounts paid by the Fund for those services mentioned above amounted to $15,372, $15,006, $17,202 and $3,843, respectively.

 

18


Table of Contents

Leader Short-Term Bond Fund

 

Notes to Financial Statements, continued

November 30, 2007

 

(7)   Capital Share Transactions

 

Transactions in shares of the Fund were as follows:

 

     Six Months Ended
November 30, 2007

    Period Ended
May 31, 2007(1)

 

Shares sold

   3,940,717     3,025,631  

Shares issued to holders in reinvestment of distributions

   99,478     84,409  

Shares redeemed

   (926,198 )   (1,032,033 )
    

 

Net Increase

   3,113,997     2,078,007  
    

 


(1)   The Fund changed its fiscal year end from June to May. The current period represents activity from July 1, 2006 through May 31, 2007.

 

(8)   Investment Transactions

 

For the period ended November 30, 2007, purchases and sales of investment securities, other than short-term investments and short-term U.S. Government obligations were as follows:

 

Purchases       

U.S. Government Obligations

   $ 9,838,232

Other

   $ 43,825,370
Sales       

U.S. Government Obligations

   $ 10,845,647

Other

   $ 22,362,925

 

(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. As of November 30, 2007, no shareholder held greater than 25% of the Fund’s voting securities.

 

19


Table of Contents

Leader Short-Term Bond Fund

Basis for Trustees Approval of Investment Advisory Agreement

(Unaudited)

 

The Board of Trustees (the “Trustees”) of Trust for Professional Managers (the “Trust”) met on January 18, 2007 to consider the initial approval of the Investment Advisory Agreement (the “Agreement”) between the Leader Short-Term Bond Fund (the “Fund”), a series of the Trust, and Leader Capital Corporation, the Fund’s investment adviser (the “Advisor”). In advance of the meeting, the Trustees requested and received materials to assist them in considering the approval of the Agreement. The materials provided contained information with respect to the factors enumerated below, including the Agreement, a memorandum prepared by the Trust’s outside legal counsel discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the renewal of the Agreement, detailed comparative information relating to the Leader Short-Term Bond Fund while it was a series of the Unified Series Trust (the “Predecessor Fund”), as well as the advisory fees and other expenses of the Fund, due diligence materials relating to the Advisor (including a due diligence questionnaire completed on behalf of the Fund by the Advisor, Form ADV, financial statements, bibliographic information of key personnel, written compliance program and Code of Ethics) and other pertinent information. The Trustees also reviewed the Form N-14 registration statement relating to the reorganization of the Fund and the Predecessor Fund and the Trust’s post effective amendment to its Form N-1A registration statement, including the prospectus and statement of additional information included therein, relating to the initial registration of the Fund. Based on its evaluation of information provided by the Advisor, in conjunction with the Fund’s other service providers, the Trustees, by a unanimous vote (including a separate vote of the Trustees who are not “interested persons,” as that term is defined in the Investment Company Act of 1940, as amended (the “Independent Trustees”)), approved the Agreement for an initial term ending on July 31, 2008.

 

Discussion of Factors Considered

 

In considering the Agreement and reaching its conclusions, the Trustees reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.

 

1.   Nature, Extent and Quality of Services Provided to the Fund.

 

The Trustees considered the nature, extent and quality of services to be provided by the Advisor to the Fund. The Trustees considered the Advisor’s specific responsibilities in all aspects of day-to-day management of the Fund, as well as the qualifications, experience and responsibilities of the portfolio manager and other key personnel at the Advisor involved in the day-to-day activities of the Fund. The Trustees also considered the Advisor’s reasoning for the reorganization of the Predecessor Fund and the Fund and the history of the Advisor. The Trustees reviewed the structure of the Advisor’s compliance procedures and the information provided by the Advisor in response to the TPM Due Diligence Questionnaire as well as other information provided by the Advisor and forwarded to the Trustees earlier. The Trustees also noted any services that extended beyond portfolio management, and they considered the overall capability of the Advisor. The Trustees, in consultation with their independent counsel, reviewed the Advisor’s Compliance and Supervisory Procedures Manual and were assured that it was fully compliant with Rule 206(4)-7(a) promulgated under the Investment Advisers Act of 1940, as amended. The Trustees concluded that the Advisor had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Agreement and that the nature, overall quality and extent of the management services to be provided to the Fund were satisfactory and reliable.

 

2.   Investment Performance of the Advisor and the Fund.

 

The Trustees discussed the Predecessor Fund’s performance and the overall performance by the Advisor and also considered the Advisor’s discussion of its history and that of the Predecessor Fund. In assessing the quality of the portfolio management delivered by the Advisor, the Trustees also compared the performance of the Predecessor Fund on both an absolute basis and in comparison to its benchmark index, the Merrill Lynch 1-3 Year U.S. Government/Corporate Bond Index. The Trustees also reviewed information on the historical performance of other accounts managed by the Advisor that were similar to the Fund in terms of investment objective, including the Advisor’s Short-Term Bond Composite since its inception on November 2, 2000. The Trustees noted that the Predecessor Fund’s performance and that of the Advisor’s composite compared

 

20


Table of Contents

Leader Short-Term Bond Fund

Basis for Trustees Approval of Investment Advisory Agreement (continued)

(Unaudited)

 

favorably with their benchmarks. After considering all of the information, the Trustees concluded that the performance obtained by the Predecessor Fund and the Advisor’s Composite were satisfactory and that, although past performance is not a guarantee of future results, the Fund and its shareholders were likely to benefit from the Advisor’s management.

 

3.   Costs of Services and Profits Realized by the Advisor.

 

The Trustees considered the cost of services and the structure of the Advisor’s fees. The Trustees considered the cost structure of the Fund relative to its peer group based on the Lipper fee analysis provided to the Trustees as well as the proposed expense waivers and reimbursements of the Advisor. The Trustees also examined the level of profits that could be expected to accrue to the Advisor from the fees payable under the Agreement and the proposed expense subsidization undertaken by the Advisor.

 

The Trustees noted that the Fund’s contractual management fee of .90%, while relatively high compared to the industry average for similar funds, was reasonable when the proposed expense waivers and reimbursements of the Advisor were applied to the Fund’s overall expenses. The Trustees noted that the Fund’s total expenses would be capped at 1.15% (with an additional .5% in distribution and service fees) through June 30, 2007 and 1.35% (with an additional .5% in distribution and service fees) from July 1, 2007 through February 29, 2008. The Trustees concluded that the Fund’s expenses and the fees paid to the Advisor were fair and reasonable in light of the comparative performance and expense and advisory fee information. The Trustees further concluded that the Advisor’s profit from sponsoring the Fund would not be excessive and would enable the Advisor to maintain adequate profit levels to support its provision of advisory services to the Fund.

 

4.   Extent of Economies of Scale as the Fund Grows.

 

The Trustees reviewed the structure of the Advisor’s advisory fees and discussed potential economies of scale (and if such economies are realized, how they would be shared with shareholders). The Trustees concluded that the potential economies of scale that the Fund might realize would be achievable under the structure of the Advisor’s advisory fees and the Fund’s expenses. The Trustees reviewed all proposed expense waivers and reimbursements by the Advisor with respect to the Fund. With respect to the Advisor’s fee structure and any applicable expense waivers, the Trustees concluded that the realized and potential economies of scale with respect to the Fund were acceptable.

 

5.   Benefits Derived from the Relationship with the Fund.

 

The Trustees considered the direct and indirect benefits that could be received by the Advisor from its association with the Fund. The Trustees examined the brokerage of the Advisor with respect to the Fund. The Trustees concluded that the benefits the Advisor may receive, such as greater name recognition or increased ability to obtain research or brokerage services, appear to be reasonable, and in many cases may benefit the Fund.

 

Conclusions

 

The Trustees considered all of the foregoing factors. In considering the Agreement, the Trustees did not identify any one factor as all-important, but rather considered these factors collectively in light of the Fund’s surrounding circumstances. Based on this review, the Trustees, including a majority of the Independent Trustees, approved the Agreement with the Fund as being in the best interests of the Fund and its shareholders.

 

21


Table of Contents

Leader Short-Term Bond Fund

Additional Information

(Unaudited)

 

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 1-800-711-9164.

 

Independent Trustees

 

Name,
Address & 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


Dr. Michael D. Akers

615 E. Michigan St.

Milwaukee, WI 53202

Age: 52

   Trustee    Indefinite Term; Since August 22, 2001    Professor of Accounting, Marquette University (2004–present); Associate Professor of Accounting, Marquette University
(1996–2004)
   14    Independent Trustee, MUTUALS.com (an open-end investment company with two portfolios)

Gary A. Drska

615 E. Michigan St.

Milwaukee, WI 53202

Age: 51

   Trustee    Indefinite Term; Since August 22, 2001    Captain, Midwest Airlines, Inc. (airline company) (1985–present); Director, Flight Standards & Training (1990–1999).    14    Independent Trustee, MUTUALS.com (an open-end investment company with two portfolios)

 

22


Table of Contents

Leader Short-Term Bond Fund

Additional Information (continued)

(Unaudited)

 

Interested Trustee and Officers

 

Name,
Address & 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


Joseph C. Neuberger*

615 E. Michigan St.

Milwaukee, WI 53202

Age: 45

  

Chairperson, President and Treasurer/

Principal Accounting Officer and Trustee

   Indefinite Term; Since August 22, 2001    Senior Vice President, U.S. Bancorp Fund Services, LLC (1994–present)    14    Director/Trustee, Buffalo Funds (an open-end investment company with nine portfolios); Trustee, MUTUALS.com (an open-end investment company with two portfolios)

Kathleen Osland

615 E. Michigan St.

Milwaukee, WI 53202

Age: 29

   Chief Compliance Officer    Indefinite Term; Since August 1, 2006    Counsel, U.S. Bancorp Fund Services, LLC (May 2005–present); Associate Counsel,
Urban & Taylor, S.C. (2003–2005)
   N/A    N/A

Rachel A. Spearo

615 E. Michigan St.

Milwaukee, WI 53202

Age: 28

   Secretary    Indefinite Term; Since November 15, 2005    Counsel, U.S. Bancorp Fund Services, LLC (2004–present)    N/A    N/A

*   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 affiliated person of Quasar Distributors, LLC, the Fund’s principal underwriter.

 

 

23


Table of Contents

A NOTE ON FORWARD LOOKING STATEMENTS

 

Except for historical information contained in the annual report for the Fund, the matters discussed in this report may constitute forward-looking statements made pursuant to the safe-harbor provisions of the Securities Litigation Reform Act of 1995. These include any advisor or portfolio manager predictions, assessments, analyses or outlooks for individual securities, industries, market sectors and/or markets. These statements involve risks and uncertainties. In addition to the general risks described for the Fund in the current Prospectus, other factors bearing on this report include the accuracy of the advisor’s or portfolio managers’ forecasts and predictions, and the appropriateness of the investment programs designed by the advisor or portfolio managers to implement their strategies efficiently and effectively. Any one or more of these factors, as well as other risks affecting the securities markets and investment instruments generally, could cause the actual results of the Fund to differ materially as compared to benchmarks associated with the Fund.

 

ADDITIONAL INFORMATION

 

The Leader Short-Term Bond Fund has adopted proxy voting policies and procedures that delegate to the Advisor 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 1-800-711-9164. 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 is available without charge, upon request, by calling, toll free, 1-800-711-9164, or by accessing the SEC’s website at http://www.sec.gov.

 

The Fund files its complete schedule of portfolio holdings with the SEC four times each fiscal year at quarter-ends. The Fund files the 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 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).


Table of Contents

Leader Short-Term Bond Fund

 

Investment Advisor

 

Leader Capital Corporation

121 SW Morrison Street

Suite 425

Portland, Oregon 97204

Legal Counsel

 

Godfrey & Kahn, S.C.

780 North Water Street

Milwaukee, Wisconsin 53202

Independent Registered Public Accounting Firm

 

Cohen Fund Audit Services, Ltd.

800 Westpoint Parkway

Suite 1100

Westlake, Ohio 44145

Transfer Agent, Fund Accountant and Fund Administrator

 

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

Custodian

 

U.S. Bank, N.A.

Custody Operations

1555 N. River Center Drive

Milwaukee, Wisconsin 53212

Distributor

 

Quasar Distributors, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202


Table of Contents
Item 2. Code of Ethics.

Not applicable for semi-annual reports.

 

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

 

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

 

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

 

Item 6. Schedule of Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

 

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.


Table of Contents
Item 11. Controls and Procedures.

 

(a) The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer has concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12. Exhibits.

 

(a) (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the Registrant intends to satisfy Item 2 requirements through filing an exhibit. Incorporated by reference to the Registrant’s Form N-CSR filed September 18, 2007.

(2) Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the 1940 Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

 

(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Trust for Professional Managers
By   /s/ Joseph Neuberger
  Joseph Neuberger, President and Treasurer
Date   2/7/2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the date indicated.

 

By   /s/ Joseph Neuberger
  Joseph Neuberger, President and Treasurer
Date   2/7/2008