N-CSR 1 dncsr.htm CERTIFIED SHAREHOLDER REPORT CERTIFIED SHAREHOLDER REPORT
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 E. Michigan Street

Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

 

Rachel A. Spearo

U.S. Bancorp Fund Services, LLC

615 E. 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: May 31, 2008


Table of Contents

Item 1. Report to Stockholders.


Table of Contents

Annual Report

 


 

 

Marketfield Fund

 

(Symbol: MFLDX)

 


 

May 31, 2008

 

Investment Adviser

 

Marketfield Asset Management, LLC

292 Madison Ave.

14th Floor

New York, NY 10017


Table of Contents

Table of Contents

 


 

LETTER TO SHAREHOLDERS

   3

EXPENSE EXAMPLE

   5

INVESTMENT HIGHLIGHTS

   6

SCHEDULE OF INVESTMENTS

   8

STATEMENT OF ASSETS AND LIABILITIES

   12

STATEMENT OF OPERATIONS

   13

STATEMENTS OF CHANGES IN NET ASSETS

   14

FINANCIAL HIGHLIGHTS

   15

NOTES TO FINANCIAL STATEMENTS

   16

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   21

ADDITIONAL INFORMATION

   22


Table of Contents

Dear Shareholders:

 

At the close of business on July 23, 2008, Marketfield Fund’s net asset value (NAV) stood at $10.35. This represents a gain of 3.5% since inception on August 1, 2007, and a gain of 2.6% since the managers began investing the assets in our portfolio on October 12, 2007. For both periods the fund is ahead of its benchmark, the S&P 500 Index. Since the fund inception date of August 1, 2007 the S&P 500 Index had returns of -10.1% and since October 12, 2007 the S&P 500 Index had returns of - 16.6%.

 

The macroeconomic background during the entire period was shaped by the relentless deterioration of real estate markets and the leveraged financial institutions most involved in the provision of credit to these markets. Additional pressures on an already weak economy were provided by the historic rise in energy prices to levels at which many important industries have lost their financial viability. The rapid rise in commodity prices was matched by significant gains in commodity related sectors at a time that the rest of the equity market performed poorly. This led to the sort of crowded conditions that made us unwilling to participate in these sectors during the past several months.

 

To our concern, commodity inflation has prompted tightening responses from a growing number of central banks, at exactly the point where their local economies cannot stand higher rates and tighter credit conditions. This has led to a continued decline in most emerging market equities. Our exposure in emerging markets was already minimal, but we began establishing short positions during the latter portion of the month.

 

We feel the portfolio has been helped by the short exposure to financial institutions, which has been a consistent theme from the outset of our investment activity. At this writing, we have shifted the emphasis of our short positions away from the US and toward European financial institutions. There are two main reasons for this change. The first is our sense that European institutions have not, to date, been as forthcoming about their ultimate exposures to the sorts of credit risks that have dominated the financial landscape in the U.S. Secondly monetary policy pursued by the European Central Bank (ECB) and Bank of England (BOE) is far more hawkish than that of the Federal Reserve Bank (FRB) and the recent tightening action by the ECB will only accelerate the decline of European financial equities. In addition to the geographic shift in the financials, we have initiated short positions in commodity related equity sectors and within large segments of the emerging markets.

 

In the period ahead, we believe the fund’s performance will be strongly influence by the direction of commodity prices. It is our judgment that we are at a point in the cycle where rapid demand destruction is taking place as a consequence of extraordinarily high prices and the rapid deceleration of developing market economies, particularly in the real estate and construction sectors. Recent decisions by many Emerging Markets (EM) governments to diminish subsidies for petroleum products may mark the beginning of slower rates of consumption for these at a time when general economic activity is already under pressure. It appears government mandates requiring the use of food for motor fuels are promoting starvation in the poorest sectors of the global economy. Despite the powerful political lobbies behind the biofuel cycle, it is our sense that the human toll of these policies will provoke a backlash and eventual relaxation of many of these mandates. The removal of artificial demand support within the food complex should result in rapid reversals of their price gains.

 

As of the first week in July, the fund was 15% in cash, 70% long equities and 25% short. We continue in the belief that the non-financial portion of the U.S. economy is in relatively good condition, including the consumer. It is clear that if we experience a further price spiral in the energy sector, our view will be inappropriate, as has been the case for the quarter past. We are currently witnessing all of the fundamental correlates that generally accompany trend reversals, but the financial flows into commodities are still substantial and could trigger another episode of sharply rising prices. In that case, we may expect that the current allocations within the fund will limit the absolute damage and allow us to continue to move capital toward sectors where value appears.

 

3


Table of Contents

 

Past performance does not guarantee future results.

 

Must be preceded or accompanied by a prospectus.

 

Mutual fund investing involves risk. Principal loss is possible. The Fund invests in smaller companies, which involve additional risks such as limited liquidity and greater volatility. The Fund invests in foreign securities which involve greater volatility and political, economic and currency risks and differences in accounting methods. These risks are greater for investments in emerging markets. 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. Investments in asset-backed and mortgage-backed securities involve additional risks such as credit risk, prepayment risk, possible illiquidity and default, and increased susceptibility to adverse economic developments. The Fund regularly makes short sales of securities, which involves the risk that losses may exceed the original amount invested, however a mutual fund investor’s risk is limited to the amount invested in a fund. The Fund may also use options and future contracts, which may have the risks of unlimited losses of the underlying holdings due to unanticipated market movements and failure to correctly predict the direction of securities prices, interest rates and currency exchange rates. The investment in options is not suitable for all investors.

 

The S&P 500 Index is a broad based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. You cannot invest directly in an index.

 

Opinions expressed are those of Marketfield Asset Management and are subject to changes are not guaranteed and should not be considered recommendations to buy or sell a security.

 

The Marketfield Fund is distributed by Quasar Distributors, LLC (7/08)

 

4


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MARKETFIELD FUND

Expense Example

(Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, 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 (12/1/07 – 5/31/08).

 

Actual   Expenses

 

The first line of the following table provides information about actual account values and actual expenses. Although the Fund charges no sales load, 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. You will be charged a redemption fee equal to 1.00% of the net amount of the redemption if you redeem your shares of the Fund within sixty days of purchase. IRA accounts will be charged a $15.00 annual maintenance fee. To the extent the Fund invests in shares of exchange-traded funds 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, fund administration and accounting, custody and transfer agent fees and dividends on short positions. 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.

 

     Marketfield Fund

     Beginning
Account Value
12/1/07


   Ending
Account Value
5/31/08


   Expenses Paid
During Period
12/1/07 – 5/31/08*


Actual**

   $ 1,000.00    $ 1,058.00    $ 15.28

Hypothetical (5% return before expenses)***

   $ 1,000.00    $ 1,010.15    $ 14.93
*   Expenses are equal to the Fund’s annualized expense ratio of 1.95%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.
**   Excluding dividends on short positions, your actual cost of investing in the Fund would be $10.29.
***   Excluding dividends on short positions, your hypothetical cost of investing in the Fund would be $10.08.

 

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MARKETFIELD FUND

Investment Highlights

(Unaudited)

 

The investment objective of the Fund is capital appreciation and income. The Fund seeks to achieve its investment objective by investing primarily in common and preferred stocks and other equity instruments, bonds and other fixed income securities, and other investment companies, including exchange-traded funds (“ETFs”) and money market funds in proportions consistent with the Adviser’s evaluation of their expected risks and returns. In making these allocations the Adviser considers various factors, including macroeconomic conditions, corporate earnings at a macro level, anticipated inflation and interest rates, consumer risk and the status of the market as a whole. The Fund’s assets may be allocated between equity securities and fixed-income securities at the discretion of the Adviser. The Fund’s allocation of portfolio assets as of May 31, 2008 is shown below.

 

LOGO

 

Total Returns as of May 31, 2008

 

     Marketfield
Fund


    S&P 500
Index


 

Three Months

   2.87 %   5.77 %
    

 

Since Inception (7/31/07)

   7.60 %   (2.82) %
    

 

 

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 1-866-236-4298. The Fund imposes a 1.00% redemption fee on shares held less than sixty days. Performance quoted does not reflect the redemption fee. If reflected, total returns would be reduced.

 

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

 

The returns shown 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 following chart illustrates performance of a hypothetical investment made in the Fund and index on inception date. The chart does not reflect any future performance.

 

6


Table of Contents

MARKETFIELD FUND

Investment Highlights (Continued)

(Unaudited)

 

The S&P 500 Index includes 500 common stocks, most of which are listed on the New York Stock Exchange. The Index is a market capitalization-weighted index representing approximately two-thirds of the total market value of all domestic common stocks.

 

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

 

LOGO

 

*   Inception Date

 

7


Table of Contents

MARKETFIELD FUND

Schedule of Investments

May 31, 2008

 

    Shares

  Value

COMMON STOCKS 80.13%          
Aerospace & Defense 1.03%          

United Technologies Corp.

  1,700   $ 120,768
       

Air Freight & Logistics 5.06%          

FedEx Corp.

  2,500     229,275

United Parcel Service, Inc.

  5,100     362,202
       

          591,477
       

Airlines 1.19%          

JetBlue Airways Corp.(a)

  22,500     89,325

U S Airways Group, Inc.(a)

  12,500     49,500
       

          138,825
       

Auto Components 2.14%          

Exide Technologies(a)

  15,200     250,648
       

Automobiles 0.82%          

General Motors Corp.

  5,600     95,760
       

Building Products 1.60%          

USG Corp.(a)

  5,500     187,275
       

Capital Markets 2.64%          

International Assets Holding Corp.(a)

  5,400     147,744

Knight Capital Group, Inc.(a)

  9,000     160,290
       

          308,034
       

Commercial Banks 4.39%          

Old National Bancorp

  11,800     206,264

Standard Bank Group Ltd.(a)

  10,833     125,126

Wells Fargo & Co.

  6,600     181,962
       

          513,352
       

Communications Equipment 3.81%          

Cisco Systems, Inc.(a)

  3,500     93,520

Juniper Networks, Inc.(a)

  6,800     187,136

QUALCOMM, Inc.

  3,400     165,036
       

          445,692
       

Computers & Peripherals 2.44%          

International Business Machines Corp.(c)

  2,200     284,746
       

Construction & Engineering 2.00%          

Fluor Corp.

  1,250     233,187
       

Diversified Financial Services 0.46%

         

Shariah Capital Inc.(a)

  25,000     53,750
       

Food & Staples Retailing 6.12%          

Costco Wholesale Corp.(c)

  6,400     456,448

Wal-Mart de Mexico SAB de CV(a)

  58,800     257,838
       

          714,286
       

Health Care Equipment & Supplies 1.05%          

Baxter International, Inc.

  2,000     122,200
       

 

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

 

8


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MARKETFIELD FUND

Schedule of Investments (continued)

May 31, 2008

 

    Shares

  Value

Hotels, Restaurants & Leisure 2.23%          

McDonald’s Corp.(c)

  4,400   $ 261,008
       

Household Durables 6.56%          

Furniture Brands International, Inc.

  14,201     199,666

KB Home

  2,500     51,275

M/I Homes, Inc.

  5,550     95,294

MDC Holdings, Inc.

  1,600     65,008

Pulte Homes, Inc.

  6,700     81,941

Ryland Group, Inc.

  6,000     166,800

The Stanley Works

  2,200     106,876
       

          766,860
       

Household Products 1.94%          

Procter & Gamble Co.(c)

  3,425     226,221
       

Industrial Conglomerates 1.13%          

3M Co.

  1,700     131,852
       

Insurance 1.22%          

White Mountains Insurance Group Ltd.

  300     143,100
       

Internet Software & Services 2.11%          

Akamai Technologies, Inc.(a)

  6,300     246,015
       

Metals & Mining 2.05%          

Agnico-Eagle Mines Ltd.

  1,800     127,242

Taseko Mines Ltd.(a)

  23,000     112,240
       

          239,482
       

Multiline Retail 1.23%          

Family Dollar Stores, Inc.

  6,700     143,380
       

Oil, Gas & Consumable Fuels 1.63%          

Hugoton Royalty Trust

  5,700     190,494
       

Pharmaceuticals 1.95%          

Eli Lilly & Co.(c)

  2,300     110,722

Merck & Co., Inc.

  3,000     116,880
       

          227,602
       

Road & Rail 8.61%          

CSX Corp.

  2,800     193,368

Landstar System, Inc.

  4,500     250,740

Old Dominion Freight Line(a)

  6,600     199,188

Union Pacific Corp.

  4,400     362,164
       

          1,005,460
       

Semiconductor & Semiconductor Equipment 4.86%          

Advanced Micro Devices, Inc.(a)

  17,000     116,960

KLA-Tencor Corp.

  4,600     212,152

Xilinx, Inc.

  8,800     239,360
       

          568,472
       

Software 3.42%          

Adobe Systems, Inc.(a)(c)

  5,900     259,954

Microsoft Corp.

  4,950     140,184
       

          400,138
       

 

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

 

9


Table of Contents

MARKETFIELD FUND

Schedule of Investments (continued)

May 31, 2008

 

    Shares

  Value

Specialty Retail 2.68%            

Carmax, Inc.(a)

    9,100   $ 178,906

Lowe’s Cos, Inc.

    5,600     134,400
         

            313,306
         

Thrifts & Mortgage Finance 1.57%            

Washington Federal, Inc.

    8,200     183,598
         

Trading Companies & Distributors 2.19%            

W.W. Grainger, Inc.

    2,800     255,528
         

TOTAL COMMON STOCKS (Cost $8,997,028)

          9,362,516
         

EXCHANGE-TRADED FUNDS 6.64%            

SPDR Gold Trust(a)

    1,000     87,380

UltraShort Financials ProShares

    500     55,215

UltraShort FTSE/Xinhua China 25 ProShares

    1,800     121,950

UltraShort Real Estate ProShares

    900     76,347

Retail HOLDRs Trust

    4,500     434,790
         

TOTAL EXCHANGE-TRADED FUNDS (Cost $800,139)

          775,682
         

    Principal
Amount


  Value

SHORT TERM INVESTMENTS 11.20%            

Credit Suisse Institutional Money Market Fund, Inc.
5.290%(b)

  $ 49,139     49,139

Farmer Mac Discount Note
0.000% Coupon, 1.792% Effective Yield, 06/02/2008

    1,259,000     1,258,939
         

TOTAL SHORT TERM INVESTMENTS (Cost $1,308,078)

          1,308,078
         

Total Investments (Cost $11,105,245) 97.97%           11,446,276

Other Assets in Excess of Liabilities 2.03%

          237,417
         

TOTAL NET ASSETS 100.00%         $ 11,683,693
         


Percentages are stated as a percent of net assets.

 

(a)

 

Non Income Producing

(b)

 

Variable rate security; the rate shown represents the rate at May 31, 2008.

(c)

 

All or a portion of this security is pledged as collateral for short positions.

 

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

 

10


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MARKETFIELD FUND

Schedule of Securities Sold Short

May 31, 2008

 

    Shares

  Value

American International Group, Inc.

  2,000   $ 72,000

Citigroup, Inc.

  3,500     76,615

Deutsche Bank AG

  1,500     159,705

The Goldman Sachs Group, Inc.

  300     52,923

iShares S&P GSCI Commodity Index(1)

  2,300     156,170

Kohl’s Corp.

  2,300     103,040

Legg Mason, Inc.

  2,100     113,001

Morgan Stanley

  2,600     114,998

Royal Bank of Scotland Group PLC — ADR

  21,300     101,388

SL Green Realty Corp.

  1,500     149,550

SunTrust Banks, Inc.

  2,000     104,420

Terra Industries, Inc.

  2,800     122,164

UBS AG

  4,000     94,640

UBS AG(2)

  4,000     4,760

United States Oil Fund LP(1)

  800     82,448

Wachovia Corp.(1)

  3,900     92,820
       

TOTAL SECURITIES SOLD SHORT (Proceeds $1,673,000)

      $ 1,600,642
       


(1)

 

Exchange Traded Fund

(2)

 

Rights

 

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

 

11


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MARKETFIELD FUND

 

Statement of Assets and Liabilities       
May 31, 2008  
Assets         

Investments, at value (cost $11,105,245)

   $ 11,446,276  

Foreign Currencies (cost $12,770)

     13,046  

Cash

     560  

Dividends and interest receivable

     21,138  

Deposit for short sales

     1,877,033  

Receivable from Adviser

     139  

Other assets

     11,064  
    


Total Assets

     13,369,256  
    


Liabilities         

Securities sold short, at market value (proceeds $1,673,000)

     1,600,642  

Dividends payable on short positions

     31,921  

Payable to Affiliates

     19,025  

Accrued expenses and other liabilities

     33,975  
    


Total Liabilities

     1,685,563  
    


Net Assets    $ 11,683,693  
    


Net Assets Consist Of:         

Paid-in capital

   $ 11,278,006  

Accumulated net investment income

     3,239  

Accumulated net realized gain (loss) from:

        

Investments

     (241,676 )

Short transactions

     160,091  

Purchased options

     56,270  

Written options

     14,050  

Net unrealized appreciation on:

        

Investments

     341,031  

Foreign currency translation

     324  

Short transactions

     72,358  
    


Net Assets    $ 11,683,693  
    


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

     1,085,752  
    


Net asset value and offering price per share

     $10.76  
    


 

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

 

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MARKETFIELD FUND

 

Statement of Operations  
For the Period Ended May 31, 2008(1)  
Investment Income         

Interest income

   $ 24,907  

Dividend income(2)

     49,062  
    


Total Investment Income

     73,969  
    


Expenses         

Advisory fees

     62,888  

Dividends on short positions

     43,447  

Administration fees

     29,000  

Audit and tax fees

     26,398  

Transfer agent fees and expenses

     23,254  

Custody fees

     22,014  

Fund accounting fees

     21,871  

Federal and state registration fees

     14,839  

Reports to shareholders

     7,553  

Chief Compliance Officer fees and expenses

     6,986  

Legal fees

     5,855  

Trustees’ fees and related expenses

     2,327  

Other expenses

     2,016  
    


Total Expenses

     268,448  

Less waivers and reimbursement by Adviser

     (135,162 )
    


Net Expenses

     133,286  
    


Net Investment (Loss)      (59,317 )
    


Realized And Unrealized Gain (loss) on Investments         

Net realized gain (loss) from:

        

Investments

     (192,378 )

Short Transactions

     173,345  

Foreign currency translation

     4  

Purchased options

     56,270  

Written options

     14,050  

Change in net unrealized appreciation/depreciation on:

        

Investments

     341,031  

Foreign currency translation

     324  

Short Transactions

     72,358  
    


Net Realized And Unrealized Gain on Investments      465,004  
    


Net Increase In Net Assets From Operations    $ 405,687  
    



(1)

 

The Fund commenced operations on July 31, 2007.

(2)

 

Net of $236 in withholding tax.

 

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

 

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Table of Contents

MARKETFIELD FUND

 

Statements of Changes in Net Assets  
     Period Ended
May 31, 2008(1)


 
From Operations         

Net investment (loss)

   $ (59,317 )

Net realized gain (loss) from:

        

Investments

     (192,378 )

Short Transactions

     173,345  

Foreign currency translation

     4  

Purchased options

     56,270  

Written options

     14,050  

Change in net unrealized appreciation/depreciation on:

        

Investments

     341,031  

Foreign currency translation

     324  

Short Transactions

     72,358  
    


Net increase in net assets from operations

     405,687  
    


From Capital Share Transactions         

Proceeds from shares sold

     11,278,071  

Payments for shares redeemed

     (65 )
    


Net increase in net assets from capital share transactions

     11,278,006  
    


Total Increase in Net Assets

     11,683,693  
Net Assets:         

Beginning of period

      
    


End of period

   $ 11,683,693  
    



(1)

 

The Fund commenced operations on July 31, 2007.

 

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

 

14


Table of Contents

MARKETFIELD FUND

 

Financial Highlights  
Per Share Data for a Share Outstanding Throughout the Period  
     Period Ended
May 31, 2008(1)


 
Net Asset Value, Beginning of Period    $ 10.00  
    


Income (loss) from investment operations:         

Net investment loss

     (0.05 )

Net realized and unrealized gain on investments

     0.81  
    


Total from investment operations

     0.76  
    


Net Asset Value, End of Period    $ 10.76  
    


Total Return(2)      7.60 %
    


Supplemental Data and Ratios:         

Net assets at end of period (000’s)

   $ 11,684  

Ratio of expenses to average net assets:

        

Before waiver and expense reimbursement(3)

     5.98 %(4)

After waiver and expense reimbursement(3)

     2.97 %(4)

Ratio of net investment loss to average net assets:

        

Before waiver and expense reimbursement(3)

     (4.33 )%(5)

After waiver and expense reimbursement(3)

     (1.32 )%(5)

Portfolio turnover rate(2)

     123.43 %

(1)

 

Fund commenced operations on July 31, 2007.

(2)

 

Not annualized for periods less than a full year.

(3)

 

Annualized.

(4)

 

The ratio of expenses to average net assets includes dividends on short positions. The before waiver and expense reimbursement and after waiver and expense reimbursement ratios excluding dividends on short positions were 5.01% and 2.00% respectively.

(5)

 

The net investment loss ratios include dividends on short positions.

 

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

 

15


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MARKETFIELD FUND

 

Notes to Financial Statements

May 31, 2008

 

(1)   Organization

 

Trust for Professional Managers (the “Trust”) was organized as a Delaware statutory trust under a Declaration of Trust dated May 29, 2001. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Marketfield 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 capital appreciation and income. 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 commenced operations on July 31, 2007. Costs incurred by the Fund in connection with the organization, registration and the initial public offering of shares were paid by Marketfield Asset Management, LLC (the “Adviser”).

 

(2)   Significant Accounting Policies

 

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of the financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).

 

  (a)   Investment Valuation

 

Each security owned by the Fund that is listed on a securities exchange is valued at its last sale price on that exchange on the date as of which assets are valued. When the security is listed on more than one exchange, the Fund will use the price of the exchange that the Fund generally considers to be the principal exchange on which the security is traded. Fund securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”) will be valued at the NASDAQ Official Closing Price (“NOCP”), which may not necessarily represent the last sale price. If there has been no sale on such exchange or on NASDAQ on such day, the security is valued at the closing bid price on such day. When market quotations are not readily available, any security or other asset is valued at its fair value as determined in good faith in accordance with procedures adopted by the Trust’s Board of Trustees. These fair value procedures will also be used to price a security when corporate events, events in the securities market and/or world events cause the Adviser to believe that a security’s last sale price or NOCP may not reflect its actual market value at the time of the U.S. market close. The intended effect of using fair value pricing procedures is to ensure that the Fund is accurately priced.

 

  (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 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)   Short Positions

 

The Fund may sell a security it does not own in anticipation of a decline in the fair value of that security. When the Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer

 

16


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MARKETFIELD FUND

 

Notes to Financial Statements, continued

May 31, 2008

 

through which it made the short sale. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized upon the termination of a short sale.

 

For financial statement purposes, an amount equal to the settlement amount is included in the Statement of Assets and Liabilities as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the short positions. Subsequent fluctuations in the market prices of securities sold, but not yet purchased, may require purchasing the securities at prices which could differ from the amount reflected in the Statement of Assets and Liabilities. The Fund is liable for any dividends or interest payable on securities while those securities are in a short position. As collateral for its short positions, the Fund is required under the 1940 Act to maintain segregated assets consisting of cash, cash equivalents or liquid securities. These segregated assets are valued consistent with Note 2a above. The amount of segregated assets are required to be adjusted daily to reflect changes in the market value of the securities sold short. The Fund’s receivable for proceeds on securities sold short is with one major security dealer. The Fund does not require this broker to maintain collateral in support of the receivable for proceeds on securities sold short.

 

  (d)   Options

 

The Fund may purchase and write call or put options on securities and indices and enter into related closing transactions. As a holder of a call option, the Fund has the right, but not the obligation, to purchase a security at the exercise price during the exercise period. As the writer of a call option, the Fund has the obligation to sell the security at the exercise price during the exercise period. As a holder of a put option, the Fund has the right, but not the obligation, to sell a security at the exercise price during the exercise period. As the writer of a put option, the Fund has the obligation to buy the underlying security at the exercise price during the exercise period.

 

The premium that the Fund pays when purchasing a call option or receives when writing a call option will reflect, among other things, the market price of the security, the relationship of the exercise price to the market price of the security, the relationship of the exercise price to the volatility of the security, the length of the option period and supply and demand factors. The premium is the market value of an option at the time of the trade.

 

A purchaser (holder) of a put option pays a non-refundable premium to the seller (writer) of a put option to obtain the right to sell a specified amount of a security at a fixed price (the exercise price) during a specified period (exercise period). Conversely, the seller (writer) of a put option, upon payment by the holder of the premium, has the obligation to buy the security from the holder of the put option at the exercise price during the exercise period.

 

An option that is written by the Fund is generally valued at the last sale price or, in the absence of the last sale price, the average of the quoted bid and asked prices. An option that is purchased by the Fund is generally valued at the last sale price or, in the absence of the last sale price, the quoted bid price. If an options exchange closes after the time at which the Fund’s net asset value is calculated, the last sale or last bid and asked prices as of that time will be used to calculate the net asset value.

 

Transactions in options written during the period ended May 31, 2008 were as follows:

 

     Call Options

     Contracts

   Premiums

Outstanding, beginning of period

       

Options written

   10,000    $ 18,050

Options terminated in closing transactions

   5,000      12,000

Options exercised

       

Options expired

   5,000      6,050
    
  

Outstanding, end of period

       
    
  

 

17


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MARKETFIELD FUND

 

Notes to Financial Statements, continued

May 31, 2008

 

  (e)   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.

 

  (f)   Distributions to Shareholders

 

The Fund will distribute any net investment income 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.

 

  (g)   Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

  (h)   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 is closed for trading. The offering and redemption price per share for the Fund is equal to the Fund’s net asset value per share. The Fund charges a 1.00% redemption fee on shares held less than sixty days. These fees are deducted from the redemption proceeds otherwise payable to the shareholder. The Fund will retain the fee charged as an increase in paid-in capital and such fees become part of the Fund’s daily NAV calculation. During the period ended May 31, 2008 the Fund did not retain any redemption fees.

 

  (i)   Expenses

 

Expenses associated with a specific fund in 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.

 

  (j)   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.

 

  (k)   New Accounting Pronouncements

 

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 addresses the accounting for uncertainty in income taxes and establishes for all entities, including pass-through entities, such as the Fund, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction). The Fund recognizes tax benefits only if it is more likely than not that a tax

 

18


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MARKETFIELD FUND

 

Notes to Financial Statements, continued

May 31, 2008

 

position (including the Fund’s assertion that its income is exempt from tax) will be sustained upon examination. The Fund adopted FIN 48 in fiscal 2008. The Fund had no material uncertain tax positions and has not recorded a liability for unrecognized tax benefits as of May 31, 2008. Also, the Fund had recognized no interest and penalties related to uncertain tax benefits in fiscal 2008. At May 31, 2008, the tax year 2007 remains open to examination in the Fund’s major tax jurisdictions.

 

In September 2006, the Financial Accounting Standards Board (“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.

 

In March 2008, Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”) was issued and is effective for fiscal years beginning after November 15, 2008. SFAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position. Management is currently evaluating the implications of SFAS 161. The impact on the Fund’s financial statement disclosures, if any, is currently being assessed.

 

(3)   Federal Tax Matters

 

As of May 31, 2008, the components of accumulated earnings on a tax basis were as follows:

 

Cost basis of investments for federal income tax purposes

   $ 11,126,089  
    


Gross tax unrealized appreciation

   $ 947,419  

Gross tax unrealized depreciation

     (554,550 )
    


Net tax unrealized depreciation

   $ 392,869  
    


Undistributed ordinary income

   $ 5,949  

Undistributed long-term capital gain

     3,630  
    


Total distributable earnings

   $ 9,579  
    


Other accumulated gains

   $ 3,239  
    


Total accumulated gains

   $ 405,687  
    


 

The difference between book basis and tax basis of investments is attributable mainly to deferral of losses on wash sales.

 

On the Statement of Assets and Liabilities, the following adjustments were made for permanent tax adjustments:

 

Undistributed Net Investment Income (Loss)

   62,556  

Accumulated Net Realized Gain (Loss)

   (62,556 )

 

(4)   Investment Adviser

 

The Trust has an Investment Advisory Agreement (the “Agreement”) with the Adviser to furnish investment advisory services to the Fund. Under the terms of the Agreement, the Trust, on behalf of the Fund, compensates the Adviser for its management services at the annual rate of 1.40% of the Fund’s average daily net assets.

 

19


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MARKETFIELD FUND

 

Notes to Financial Statements, continued

May 31, 2008

 

The Adviser has contractually agreed to waive its management fee and/or reimburse the Fund’s other expenses for an indefinite period at the discretion of the Adviser and the Board of Trustees to the extent necessary to ensure that the Fund’s operating expenses do not exceed 2.00% (the “Expense Limitation Cap”) of the Fund’s average daily net assets. For the period ended May 31, 2008, expenses of $135,162 incurred by the Fund were waived or reimbursed by the Adviser. Any such waiver or reimbursement is subject to later adjustment to allow the Adviser to recoup amounts waived or reimbursed to the extent actual fees and expenses for a fiscal period are less than the Expense Limitation Cap; provided, however, that the Adviser 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:

 

2011

  $135,162

 

(5)   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. A Trustee of the Trust is an interested person of Quasar Distributors, LLC, the Fund’s principal underwriter.

 

(6)   Capital Share Transactions

 

Transactions in shares of the Fund were as follows:

 

     Period Ended
May 31, 2008(1)


 

Shares Sold

   1,085,758  

Shares Redeemed

   (6 )
    

Net Increase

   1,085,752  
    


(1)

 

Fund commenced operations on July 31, 2007.

 

(7)   Investment Transactions

 

The aggregate purchases and sales of securities, excluding short-term investments, for the Fund for the period ended May 31, 2008, were $15,566,622 and $5,567,129, respectively. There were no purchases or sales of U.S. government securities for the Fund.

 

20


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MARKETFIELD FUND

 

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board Trustees

of Marketfield Fund:

 

We have audited the accompanying statement of assets and liabilities of Marketfield Fund (the “Fund”), one of the diversified series constituting Trust for Professional Managers, including the schedule of investments, as of May 31, 2008, and the related statements of operations and changes in net assets and the financial highlights for the period from July 31, 2007 (commencement of operations) to May 31, 2008. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of May 31, 2008, by correspondence with the custodian and brokers. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of May 31, 2008, and the results of its operations, the changes in its net assets, and financial highlights for the period from July 31, 2007 (commencement of operations) to May 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Deloitte & Touche LLP

 

Milwaukee, WI

July 28, 2008

 

21


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MARKETFIELD FUND

 

Additional Information

(Unaudited)

 

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 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.

 

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 1-866-236-4298.

 

Independent Trustees

 

Name,

Address and Age


 

Position(s)

Held with

the Trust


 

Term of

Office and

Length of

Time Served


 

Principal Occupation(s)

During the Past

Five Years


 

Number of

Portfolios

in Trust

Overseen

by Trustee


 

Other
Directorships
Held by
Trustee


Dr. Michael D. Akers

615 E. Michigan St.

Milwaukee, WI 53202

Age: 53

  Trustee   Indefinite Term; Since August 22, 2001  

Professor of Accounting, Marquette University
(2004–present);

Associate Professor of Accounting, Marquette University
(1996–2004).

  18   Independent Trustee, USA MUTUALS (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).   18   Independent Trustee, USA MUTUALS (an open-end investment company with two portfolios).

 

22


Table of Contents

MARKETFIELD FUND

 

Additional Information (continued)

(Unaudited)

 

Interested Trustee and Officers

 

Name,

Address and Age


  

Position(s)

Held with

the Trust


 

Term of

Office and

Length of

Time Served


 

Principal Occupation(s)

During the Past Five Years


 

Number of

Portfolios

in Trust

Overseen

by Trustee


 

Other
Directorships
Held by
Trustee


Joseph C. Neuberger*

615 E. Michigan St.

Milwaukee, WI 53202

Age: 46

   Chairperson, President and Treasurer/ Principal Accounting Officer and Trustee   Indefinite Term; Since August 22, 2001   Executive Vice President,
U.S. Bancorp Fund Services, LLC (1994–Present).
  18   Director/Trustee, Buffalo Funds (an open-end investment company with nine portfolios); Trustee, USA MUTUALS (an open-end investment company with two portfolios).

John Buckel

615 E. Michigan St.

Milwaukee, WI 53202

Age: 50

   Vice President   Indefinite Term; Since January 11, 2008   Fund Administration and Compliance, U.S. Bancorp Fund Services, LLC (2004–present); UMB Investment Services Group (2000–2004).   N/A   N/A

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

Rachael 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 adviser 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 Adviser’s or portfolio managers’ forecasts and predictions, and the appropriateness of the investment programs designed by the Adviser 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 Marketfield Fund has adopted proxy voting policies and procedures that delegate to the Advisor the authority to vote proxies. A description of the Marketfield Fund’s proxy voting policies and procedures is available without charge, upon request, by calling the Fund toll free at 1-866-236-4298. A description of these policies and procedures is also included in the Fund’s Statement of Additional Information, which is available on the SEC’s website at http://www.sec.gov.

 

The Fund’s proxy voting record for the most recent 12-month period ended June 30 is available without charge, upon request, by calling toll free, 1-866-236-4298, 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 its schedule of portfolio holdings with the SEC on Form N-CSR (second and fourth quarters) and on Form N-Q (first and third quarters). Shareholders may view the Fund’s Forms N-CSR and N-Q on the SEC’s website at http://www.sec.gov. Forms N-CSR and N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the SEC’s Public Reference Room may be obtained by calling 1-202-551-8090 (direct) or 1-800-SEC-0330 (general SEC number).


Table of Contents

MARKETFIELD FUND

 

Investment Adviser

  Marketfield Asset Management, LLC
    292 Madison Avenue
    14th Floor
    New York, New York 10017

Legal Counsel

  Godfrey & Kahn, S.C.
    780 North Water Street
    Milwaukee, Wisconsin 53202

Independent Registered Public

  Deloitte & Touche LLP

Accounting Firm

  555 East Wells Street
    Milwaukee, Wisconsin 53202

Transfer Agent, Fund Accountant

  U.S. Bancorp Fund Services, LLC

and Fund Administrator

  615 East Michigan Street
    Milwaukee, Wisconsin 53202

Custodian

  U.S. Bank, National Association
    Custody Operations
    1555 North River Center Drive
    Suite 302
    Milwaukee, Wisconsin 53212

Distributor

  Quasar Distributors, LLC
    615 East Michigan Street
    Milwaukee, Wisconsin 53202


Table of Contents

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the Registrant’s Code of Ethics is incorporated by reference to the Registrant’s Form N-CSR filed on February 8, 2008.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Dr. Michael Akers is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR. Dr. Akers holds a Ph.D. in accountancy and is a professor of accounting at Marquette University in Milwaukee, Wisconsin.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services and tax services for the first fiscal year. “Audit services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements during the fiscal year. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The principal accountant did not provide any audit-related or other services during the first fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. The following table details the aggregate fees billed or expected to be billed for the first fiscal year for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

     FYE
5/31/2008

Audit Fees

   $ 22,000

Audit-Related Fees

   $ 0

Tax Fees

   $ 4,400

All Other Fees

   $ 0

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

The percentage of fees billed by Deloitte & Touche LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

     FYE
5/31/2008
 

Audit-Related Fees

   0 %

Tax Fees

   0 %

All Other Fees

   0 %

 


Table of Contents

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser for the first fiscal year. The audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

 

Non-Audit Related Fees

   FYE
5/31/2008

Registrant

   $ 0

Registrant’s Investment Adviser

   $ 0

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 directors/trustees.


Table of Contents

Item 11. Controls and Procedures.

 

(a) The Registrant’s President/Chief Executive Officer and Treasurer/Chief Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is 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 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 February 8, 2008.

(2) Certifications 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 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.


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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.

 

(Registrant) Trust for Professional Managers
By (Signature and Title)*  

/s/    Joseph Neuberger

  Joseph Neuberger, President and Treasurer
Date August 1, 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 persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)  

/s/    Joseph Neuberger

    Joseph Neuberger, President and Treasurer
Date August 1, 2008