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425 Form - Prospectuses and communications, business combinations - INTEGRITY FUNDS (0000893730) (Filed by)

4251a425_20191001.htm a425_20191001.htm - Generated by SEC Publisher for SEC Filing

Filed by The Integrity Funds(Commission File No. 333-233404)

pursuant to Rule 425 under theSecurities Act of 1933, as amended

and deemed filed pursuant to Rule14a-6 under the Securities Exchange Act of 1934, as amended

 

Subject Company:

Trust for Professional Managers (CommissionFile No. 333-62298)

 

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DearShareholder:

 

Ata meeting held on July 22, 2019, the Board of Trustees of Trust forProfessional Managers (the “Trust”) approved an Agreement and Plan ofReorganization relating to its series, the M.D. Sass Short Term U.S. GovernmentAgency Income Fund (the “Short Term Fund”) and an Agreement and Plan ofReorganization relating to its series, the M.D. Sass Equity Income Plus Fund (the“Equity Income Plus Fund”) (each, a “Plan of Reorganization”). The Board ofTrustees of Integrity Viking Funds approved each Plan of Reorganization onAugust 2, 2019.

 

ThePlan of Reorganization with respect to the Short Term Fund provides for thereorganization of the Fund into the Integrity Short Term Government Fund (the“New Fund”), a corresponding new series of The Integrity Funds, an open-endregistered investment management company. After the reorganization, Viking FundManagement, LLC will serve as investment adviser for the New Fund and M.D. SassInvestors Services, Inc. (“M.D. Sass”) will serve as sub-adviser for the NewFund. The New Fund will be managed pursuant to substantially the sameinvestment policies and strategies as are currently set forth in the Short TermFund’s Prospectus and Statement of Additional Information.

 

ThePlan of Reorganization with respect to Equity Income Plus Fund provides for thereorganization of the Fund into the Integrity Dividend Harvest Fund, anexisting series of The Integrity Funds. After the Reorganization, M.D. Sass,LLC will continue to have no involvement in the management of the IntegrityDividend Harvest Fund.

 

Ifthe Plans of Reorganization are approved and other closing conditions aresatisfied or waived, shareholders of the Short Term and Equity Income Plus Fundswill receive shares of the New Fund and the Integrity Dividend Harvest Fund,respectively, having the same aggregate net asset value as the shares of theFund(s) they hold on the date of the reorganization. Each reorganization isexpected to be treated as a tax-free reorganization for federal income taxpurposes.

 

The Joint ProxyStatement/Prospectus included in this packet describes each reorganization proposalin greater detail, as well as important information about the New Fund and the IntegrityDividend Harvest Fund. Your vote is extremely important, so please read the entireJoint Proxy Statement/Prospectus and then complete, sign and date the enclosedproxy card and return it in the enclosed postage-paid return envelope. Alternatively,you may vote by telephone, facsimile or via the Internet. Please contact BroadridgeFinancial Solutions at 1-800-690-6903 with any questions. You may also vote inperson at the Special Meeting.

 

M.D. Sass and the Board of Trustees of the Trust forProfessional Managers believes that the proposed reorganization of the ShortTerm Fund and the proposed reorganization of the Equity Income Plus Fund are inthe best interests of each Fund and recommends that you vote FOR the proposed reorganizationof your Fund(s).

 

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