Jensen Quality Growth Fund Inc.

09/19/2024 | Press release | Distributed by Public on 09/19/2024 14:43

I am writing to request your assistance as a valued shareholder of the Jensen Quality Growth Fund - Form 425

Document

IMPORTANT INFORMATION BELOW - PLEASE READ!


Dear Shareholder,

I am writing to request your assistance as a valued shareholder of the Jensen Quality Growth Fund.

Enclosed you will find a proxy statement with information about the upcoming Special Meeting of Shareholders of The Jensen Quality Growth Fund Inc. ("Fund"), in which shareholders are being asked to approve two proposals:

1.To approve an investment advisory agreement ("New Investment Advisory Agreement") between the Fund and Jensen Investment Management, Inc. (the "Adviser"); and
2.To elect a Board of Directors of the Fund.

Because there is a great deal of information in the materials, I would like to highlight the following key points. Under the New Investment Advisory Agreement, there will be:

1.No change to the investment adviser (Jensen Investment Management will remain the Fund's investment adviser).
2.No change to the investment advisory fee.
3.No change in the way the Fund is managed.

Reasoning for the New Investment Advisory Agreement:

It is anticipated that on or about March 1, 2025, Eric H. Schoenstein, Chief Investment Officer and Managing Director of the Adviser, will retire. Because Mr. Schoenstein beneficially owns greater than 25% of the outstanding shares of stock of the Adviser, and since Mr. Schoenstein's shares will be redeemed by the Adviser upon his retirement, his retirement is deemed a change in control of the Adviser under the Investment Company Act of 1940 ("1940 Act").

Pursuant to the 1940 Act, this change in control of the Adviser will trigger an automatic termination of the existing Investment Advisory Agreement ("Existing Investment Advisory Agreement") between the Fund and the Adviser and, accordingly, the Fund requires shareholder approval of the New Investment Advisory Agreement in order to re-engage the Adviser on a permanent basis. Other than their effective dates, there are no material differences between the Existing Investment Advisory Agreement and the proposed New Investment Advisory Agreement.

We ask that you vote today via one of the below easy methods:

1)Internet, by entering the link and control number found on the enclosed proxy card.
2)Phone, by calling the toll-free number on the enclosed proxy card.
3)Mail, by signing and returning the proxy card in the enclosed pre-paid envelope.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSALS

If you have any questions or need assistance voting your shares, please contact our proxy solicitation firm, Okapi Partners LLC, toll-free at (844) 343-2625 or by email at: [email protected].



Sincerely,


Robert D. McIver
President
Jensen Investment Management, Inc.