Semi-Annual Report

M.D. Sass Equity Income Plus Fund

M.D. Sass Short Term U.S. Government Agency Income Fund

November 30, 2019

Investment Advisers

M.D. Sass Investors Services, Inc.

M.D. Sass, LLC

55 West 46th Street

28th Floor

New York, New York 10036

Phone: 1-855-MDS-FUND (1-855-637-3863)

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Funds or from your financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Funds electronically by contacting your financial intermediary or, if you are a direct investor, by calling the Funds at 1-855-637-3863.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Funds, you can call the Funds at 1-855-637-3863. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all M.D. Sass Funds you hold.

Table of Contents

LETTERS TO SHAREHOLDERS			3

EXPENSE EXAMPLES			5

INVESTMENT HIGHLIGHTS			7

SCHEDULES OF INVESTMENTS			12

SCHEDULE OF WRITTEN OPTIONS			15

STATEMENTS OF ASSETS AND LIABILITIES			21

STATEMENTS OF OPERATIONS			22

STATEMENTS OF CHANGES IN NET ASSETS			23

FINANCIAL HIGHLIGHTS			25

NOTES TO FINANCIAL STATEMENTS			28

BASIS FOR TRUSTEES’ APPROVAL OF INVESTMENT ADVISORY AGREEMENTS			39

NOTICE OF PRIVACY POLICY & PRACTICES			45

ADDITIONAL INFORMATION			46

Dear Shareholder of the M.D. Sass Equity Income Plus Fund (the “Fund” or “MDEIX” or “MDEPX”),

Performance Review:

MDEIX returned +6.60% for the 6-month period ended November 30, 2019 (MDEPX returned +6.55% over the same period). The CBOE S&P 500 BuyWrite Index (BXM) returned +9.21% over the same time period.

As the market rose sharply during the period, our written calls being closer to at the money detracted value as did our market hedge via S&P 500 puts. In addition, stock positions such as EQM Midstream Partners (EQM), Gildan Activewear (GIL), and Ball Corp. (BLL) negatively impacted performance. On the positive side, positions in Fortune Brands Home & Security Inc. (FBHS), Apollo Global Management (APO), and Northern Trust (NTRS) added value.

Market Outlook:

While market valuations are elevated in absolute terms, we think they are still reasonable relative to interest rates and the bull market of 2019 is not cause for concern when looking at it relative to longer term market performance. In that context, we continue to focus the portfolio on stocks we believe will maintain positive earnings trajectory in a lower growth environment. Companies with strong balance sheets and less cyclical business models continue to make up the bulk of our portfolio.

Organizational Update:

Please note that the Agreement and Plan of Reorganization for the Fund as previously communicated was approved at the Joint Special Meeting of Shareholders on November 15, 2019. As such, the Fund will reorganize into the Integrity Dividend Harvest Fund, an existing series of The Integrity Funds, an open-end registered investment management company, on or about January 17, 2020. After the Reorganization, M.D. Sass, LLC will have no involvement in the management of the Integrity Dividend Harvest Fund.

Past performance is not a guarantee of future results. Investment performance reflects fee waivers in effect. In the absence of such waivers, total return would be reduced.

Opinions expressed are those of the Fund, are subject to change, are not guaranteed and should not be considered investment advice. Growth stocks typically are more volatile than value stocks; however, value stocks have a lower expected growth rate in earnings and sales. This report must be preceded or accompanied by a prospectus.

Mutual fund investing involves risk. Principal loss is possible. The Fund invests in mid-cap companies, which involves additional risks such as limited liquidity and greater volatility than large capitalization companies. The Fund invests in options, which may be more volatile than investments directly in the underlying securities, involve additional costs and may involve a small initial investment relative to the risk assumed. When the Fund writes a call option, its ability to participate in the capital appreciation of the underlying obligation is limited. There is no assurance that a closing transaction on a call option can be affected at a favorable price. During the option period, the covered call writer has, in return for the premium received, given up the opportunity for capital appreciation above the exercise price should the market price of the underlying security increase, but has retained the risk of loss should the price of the underlying security decline. If the Fund has purchased an index option and exercises it before the closing index value for that day is available, it runs the risk that the level of the underlying index may subsequently change. If such a change causes the exercised option to fall out-of-the-money, the Fund will be required to pay the difference between the closing index value and the exercise price of the option (times the applicable multiplier) to the assigned writer. If an index put option purchased by the Fund were permitted to expire without being exercised, its premium would represent a loss realized by the Fund. When the Fund invests in other investment companies, including exchange-traded funds (“ETFs”), it will bear additional expenses based on its pro rata share of the other investment company’s or ETF’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF generally reflects the risks of owning the underlying investments the ETF holds. The Fund may participate in initial public offerings (“IPOs”) or secondary offerings which may result in a magnified impact on the performance of the Fund. IPOs and secondary offerings are frequently volatile in price and may increase the turnover of the Fund, which may lead to increased expenses. 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 in emerging markets.

CBOE S&P 500 BuyWrite Index (BXM): The CBOE S&P 500 BuyWrite Index is a benchmark index designed to track the performance of a hypothetical buy-write strategy on the S&P 500 Index. It is not possible to invest in an index.

Written call: Writing a call option means that one is selling a call option. If one sells a call, then you are obliged to sell stock at the strike price. A call written close to or at the money has a strike price near the current price of the underlying stock.

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security.

References to other mutual funds or products should not be considered an offer of those securities.

For a complete list of Fund holdings please refer to the Schedule of Investments included in this report.

This Fund is distributed by Quasar Distributors, LLC through 1/17/2020.

Dear Shareholder of the M.D. Sass Short Term U.S. Government Agency Income Fund (the “Fund” or “MDSIX”),

Performance Review:

For the six-month period ended November 30, 2019, MDSIX returned +1.62%, while the BofA Merrill Lynch 1-3 Year U.S. Treasury Index returned +1.40%. During the period, interest rates fell spurring the Fund’s absolute performance. In addition, our security selection within the Agency Mortgage Backed Securities space added value relative to the benchmark.

At the beginning of the period, Treasury yields declined significantly across the term structure as global growth forecasts decreased and expectations of easing monetary policy across major central banks continued. Thereafter, the yield curve steepened and reversed the inversion of the 3-month and 10-year Treasury yields at the beginning of the period reflecting growing expectation of a truce in trade wars (in particular the one between U.S. and China), an improving global economic outlook, and continuing accommodative monetary policy.

In July, the Federal Open Market Committee (“FOMC”) cut interest rates for the first time since the Global Financial Crisis, and subsequently cut the target Fed Funds rate another two times to 1.5-1.75%. The Fed noted that the cuts were intended to ensure against downside risks from weak global growth and trade policy uncertainty, and to accelerate the return of inflation to the 2% target. However, Chair Powell noted that the Fed did not see “real economic weakness” and tempered market expectations for an extended rate cutting cycle.

Risk assets performed well, bolstered by declining geopolitical risks and investors search for yield. In Europe, the Central Bank resumed its Corporate Sector Purchase Program. In Japan, the government announced a significant fiscal stimulus package. In addition, the announcement of a Phase One trade deal between the U.S. and China all contributed to improving risk sentiment.

Market Outlook:

As the FOMC kept the target funds rate unchanged at 1.5%-1.75% at its December meeting, and indicated no hikes in 2020 for the funds rate projection, the short end of the yield curve should remain stable in the near term. As for the intermediate and long end of the yield curve, lesser geopolitical risks and steady U.S. economic growth support higher yield levels, but are limited by low realized and expected inflation.

In our view, U.S. Government and Agency Mortgage Backed Securities yields remain a compelling standout amidst the spectrum of alternative high credit quality global alternatives, where the existence of negative rates continues in many countries. In addition, we remain confident in the potential benefits of our high quality bond strategy as it continues to aim to be an effective vehicle to buffer against adverse market volatility.

Organizational Update:

The Agreement and Plan of Reorganization for the Fund as previously communicated was approved at the Joint Special Meeting of Shareholders on November 15, 2019. As such, the Fund will reorganize into the Integrity Short Term Government Fund (the “New Fund”), a corresponding new series of The Integrity Funds, an open-end registrered investment management company, on or about January 17, 2020. After the Reorganization, Viking Fund Management, LLC will serve as investment adviser for the New Fund and M.D. Sass Investors Services, Inc. will serve as sub-adviser for the New Fund. The New Fund will be managed pursuant to substantially the same investment policies and strategies as are currently set forth in the Fund’s Prospectus and Statement of Additional Information.

Past performance is not a guarantee of future results.

Opinions expressed are those of the Fund, are subject to change, are not guaranteed and should not be considered investment advice.

Mutual fund investing involves risk. Principal loss is possible. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. However, the Fund only intends to invest in 1- to 3-year duration securities. Investments in U.S. Agency Mortgage Backed Securities include additional risks that investors should be aware of such as prepayment risk, extension risk, and possible illiquidity. The federal government guarantees interest payments from government securities while the Fund offers no such guarantee. Government securities, if held to maturity, guarantee the timely payment of principal and interest.

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of Fund holdings please refer to the Schedule of Investments included in this report.

BofA Merrill Lynch 1-3 Year U.S. Treasury Index: An unmanaged index that tracks the performance of the direct sovereign debt of the U.S. Government having a maturity of at least one year and less than three years. It is not possible to invest in an index.

References to other mutual funds or products should not be considered an offer of those securities.

This Fund is distributed by Quasar Distributors, LLC through 1/17/2020.

This report must be preceded or accompanied by a prospectus.

M.D. Sass Funds

Expense Examples

(Unaudited)

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, distribution (12b-1) fees (Investor Class shares of the M.D. Sass Equity Income Plus Fund only), shareholder servicing fees (Investor Class shares of the M.D. Sass Equity Income Plus Fund only) and other Fund expenses. These Examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds, and to compare these costs with the ongoing costs of investing in other mutual funds. The Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2019 – November 30, 2019).

Actual Expenses

The first line under each share class in the following tables provides information about actual account values and actual expenses. Although the Funds charge 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 Funds’ transfer agent. If you request that a redemption be made by wire transfer, currently a $15.00 fee is charged by the Funds’ transfer agent. Individual retirement accounts (“IRAs”) will be charged a $15.00 annual maintenance fee. To the extent the Funds invest in shares of exchange-traded funds or other investment companies as part of their investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Funds invest in addition to the expenses of the Funds. Actual expenses of the underlying funds are expected to vary among the various underlying funds. These Expenses are not included in the Examples. The Examples include, but are not limited to, advisory 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 under each share class in the following tables provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ 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 Funds 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 under each share class in the following tables 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.

M.D. Sass Equity Income Plus Fund

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period⁽¹⁾⁽²⁾
Institutional Class
Actual	$1,000.00	$1,066.00	$3.87
Hypothetical (5% return before expenses)	$1,000.00	$1,021.25	$3.79

Investor Class
Actual	$1,000.00	$1,065.50	$5.16
Hypothetical (5% return before expenses)	$1,000.00	$1,020.00	$5.05

(1)	The period is June 1, 2019 – November 30, 2019.
(2)	Expenses for the Institutional Class and Investor Class are equal to the annualized expense ratio of 0.75% and 1.00%, respectively, multiplied by the average account value over the period, multiplied by 183/366.

M.D. Sass Funds

Expense Examples (Continued)

(Unaudited)

M.D. Sass Short Term U.S. Government Agency Income Fund

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During Period⁽¹⁾⁽²⁾
Institutional Class
Actual	$1,000.00	$1,016.20	$2.77
Hypothetical (5% return before expenses)	$1,000.00	$1,022.25	$2.78

(1)	The period is June 1, 2019 – November 30, 2019.
(2)	Expenses for the Institutional Class are equal to the annualized expense ratio of 0.55%, multiplied by the average account value over the period, multiplied by 183/366.

M.D. Sass Equity Income Plus Fund

Investment Highlights

(Unaudited)

The Fund seeks to generate income as well as capital appreciation, while emphasizing downside protection. To achieve its investment objective, the Fund will normally invest in a diversified portfolio of rigorously researched, dividend paying, common stocks that the Fund’s investment adviser believes are undervalued. The Fund’s investment adviser will also seek to enhance equity returns by writing (selling) covered call options with exercise prices that are generally above the current market prices of the underlying stocks. Additionally, for hedging purposes, to protect the Fund from significant market declines that may occur before the expiration of the put option, the Fund will periodically buy put options on equity security indices. The Fund’s allocation of portfolio holdings as of November 30, 2019 is shown below.

Allocation of Portfolio Holdings

(as a percentage of total investments)*

*	Written Options (6.62)%

Continued

M.D. Sass Equity Income Plus Fund – Institutional Class

Investment Highlights (Continued)

(Unaudited)

Total Returns – As of November 30, 2019

			Annualized
					Since
	Six	One	Three	Five	Inception
	Months	Year	Year	Year	(6/28/13)
M.D. Sass Equity Income Plus Fund –
Institutional Class	6.60%	8.56%	4.79%	2.65%	4.71%
CBOE S&P 500 BuyWrite Index	9.21%	5.77%	7.29%	7.05%	7.44%
S&P 500 Index	15.26%	16.11%	14.88%	10.98%	13.31%

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 1-855-MDS-FUND (1-855-637-3863).

The returns shown assume reinvestment of Fund distributions and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The following graph illustrates performance of a hypothetical investment made in the Fund and a broad-based securities index on the Fund’s inception date. The graph does not reflect any future performance.

The CBOE S&P 500 BuyWrite Index is designed to track the performance of a hypothetical buy-write strategy on the S&P 500 Index. The S&P 500 Index is a market-value weighted index consisting of 500 stocks chosen for market size, liquidity, and industry group representation.

One cannot invest directly in an index.

Growth of $1,000,000 Investment

*	Inception Date

M.D. Sass Equity Income Plus Fund – Investor Class

Investment Highlights (Continued)

(Unaudited)

Total Returns – As of November 30, 2019

			Annualized
					Since
	Six	One	Three	Five	Inception
	Months	Year	Year	Year	(6/28/13)
M.D. Sass Equity Income Plus Fund – Investor Class	6.55%	8.27%	4.50%	2.33%	4.41%
CBOE S&P 500 BuyWrite Index	9.21%	5.77%	7.29%	7.05%	7.44%
S&P 500 Index	15.26%	16.11%	14.88%	10.98%	13.31%

One cannot invest directly in an index.

Growth of $10,000 Investment

*	Inception Date

M.D. Sass Short Term U.S. Government Agency Income Fund

Investment Highlights

(Unaudited)

The Fund’s investment objective seeks to achieve a high and stable rate of total return, when and as opportunities are available in the context of preserving capital in adverse markets. To achieve its investment objective, the Fund invests at least 95% of its assets in U.S. Government and agency mortgage backed securities (“Agency MBS”) and other securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities (including Ginnie Mae, Fannie Mae and Freddie Mac), and collateralized mortgage obligations (“CMOs”), backed by Agency MBS. Some of the Fund’s investments may be backed by the full faith and credit of the U.S. Government, while others may be supported only by the discretionary authority of the U.S. Government or only by the credit of the issuing agency or instrumentality. The Fund’s allocation of portfolio holdings as of November 30, 2019 is shown below.

Allocation of Portfolio Holdings

(as a percentage of total investments)

Continued

M.D. Sass Short Term U.S. Government Agency Income Fund

Investment Highlights (Continued)

(Unaudited)

Total Returns – As of November 30, 2019

			Annualized
					Since
	Six	One	Three	Five	Inception
	Months	Year	Year	Year	(6/30/11)
M.D. Sass Short Term U.S. Government
Agency Income Fund	1.62%	4.09%	2.24%	1.44%	1.39%
BofA Merrill Lynch 1-3 Year U.S. Treasury Index	1.40%	4.15%	1.78%	1.30%	1.05%

The BofA Merrill Lynch 1-3 Year U.S. Treasury Index is an unmanaged index that tracks the performance of the direct sovereign debt of the U.S. Government having a maturity of at least one year and less than three years.

One cannot invest directly in an index.

Growth of $10,000 Investment

*	Inception Date

M.D. Sass Equity Income Plus Fund

Schedule of Investments

November 30, 2019 (Unaudited)

	Shares		Value

COMMON STOCKS* – 85.86%

Aerospace & Defense – 3.25%
Raytheon Co.		4,400	$	956,648

Banks – 4.60%
Webster Financial Corp.		27,800		1,353,582

Building Products – 0.15%
Fortune Brands Home & Security, Inc.		700		44,282

Capital Markets – 5.34%
Apollo Global Management, Inc.		400		17,520
Northern Trust Corp.		14,500		1,554,980
				1,572,500

Chemicals – 4.09%
Air Products & Chemicals, Inc.		5,100		1,205,283

Construction Materials – 2.60%
Vulcan Materials Co.		5,400		766,098

Containers & Packaging – 3.48%
Ball Corp.		15,500		1,023,930

Electrical Equipment – 3.55%
Acuity Brands, Inc.		8,000		1,046,240

Entertainment – 3.76%
Walt Disney Co.		7,300		1,106,534

Health Care Providers & Services – 2.93%
Quest Diagnostics, Inc.		8,100		863,055

Hotels, Restaurants & Leisure – 6.85%
Carnival Corp. (a)		19,200		865,536
Royal Caribbean Cruises Ltd. (a)		9,600		1,152,192
				2,017,728

Household Durables – 3.34%
Lennar Corp.		16,500		984,225

Independent Power and Renewable Electricity Producers – 3.16%
NRG Energy, Inc.		23,400		929,682

Insurance – 7.84%
Chubb Ltd. (a)		6,400		969,472
MetLife, Inc.		26,800		1,337,588
				2,307,060

IT Services – 4.49%
Sabre Corp.		58,900		1,321,127

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

M.D. Sass Equity Income Plus Fund

Schedule of Investments (Continued)

November 30, 2019 (Unaudited)

	Shares		Value

COMMON STOCKS* – 85.86% (Continued)

Media – 3.90%
Comcast Corp.		26,000	$	1,147,900

Multiline Retail – 5.14%
Target Corp.		12,100		1,512,621

Pharmaceuticals – 4.03%
Pfizer, Inc.		30,800		1,186,416

Semiconductors & Semiconductor Equipment – 2.87%
NXP Semiconductors NV (a)		7,300		843,734

Software – 4.47%
Microsoft Corp.		8,700		1,317,006

Textiles, Apparel & Luxury Goods – 2.47%
Gildan Activewear, Inc. (a)		25,000		727,750

Tobacco – 3.55%
Altria Group, Inc.		21,000		1,043,700
TOTAL COMMON STOCKS (Cost $22,365,105)				25,277,101

MASTER LIMITED PARTNERSHIPS* – 2.48%

Oil, Gas & Consumable Fuels – 2.48%
EQM Midstream Partners LP		31,500		729,855
TOTAL MASTER LIMITED PARTNERSHIPS (Cost $1,777,894)				729,855

REAL ESTATE INVESTMENT TRUSTS* – 4.02%
VICI Properties, Inc.		47,900		1,184,567
TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $989,580)				1,184,567

			Notional
	Contracts		Value
PURCHASED OPTIONS – 0.01%

EXCHANGE TRADED OR CENTRALLY CLEARED PUT OPTIONS
SPDR S&P 500 ETF Trust
Expiration: December 2019, Exercise Price: $283.00		150	$	4,714,650	3,450
TOTAL PURCHASED OPTIONS (Cost $74,785)					3,450

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

M.D. Sass Equity Income Plus Fund

Schedule of Investments (Continued)

November 30, 2019 (Unaudited)

	Shares		Value

SHORT-TERM INVESTMENTS – 13.24%
First American Government Obligations Fund, Class X, 1.559% (b)		3,898,470	$	3,898,470
TOTAL SHORT-TERM INVESTMENTS (Cost $3,898,470)				3,898,470

Total Investments (Cost $29,105,834) – 105.61%				31,093,443
Liabilities in Excess of Other Assets – (5.61)%				(1,652,142	)
TOTAL NET ASSETS – 100.00%			$	29,441,301

Percentages are stated as a percent of net assets.

*	All or a portion of these securities may be subject to call options written.
(a)	Foreign issued security.
(b)	Seven day yield as of November 30, 2019.

The Schedule of Investments incorporates the Global Industry Classification Standard (GICS^®). GICS was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poors Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

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

M.D. Sass Equity Income Plus Fund

Schedule of Written Options

November 30, 2019 (Unaudited)

				Notional
	Contracts			Amount			Value
EXCHANGE TRADED OR CENTRALLY CLEARED CALL OPTIONS
Acuity Brands, Inc.
Expiration: December 2019, Exercise Price: $120.00		(80	)	$	(1,046,240	)	$	(96,800	)
Air Products & Chemicals, Inc.
Expiration: December 2019, Exercise Price: $220.00		(51	)		(1,205,283	)		(87,720	)
Altria Group, Inc.
Expiration: January 2020, Exercise Price: $50.00		(210	)		(1,043,700	)		(22,890	)
Apollo Global Management, Inc.
Expiration: December 2019, Exercise Price: $40.00		(4	)		(17,520	)		(1,580	)
Ball Corp.
Expiration: January 2020, Exercise Price: $62.50		(155	)		(1,023,930	)		(71,300	)
Carnival Corp. (a)
Expiration: January 2020, Exercise Price: $47.50		(192	)		(865,536	)		(15,360	)
Chubb Ltd. (a)
Expiration: January 2020, Exercise Price: $145.00		(64	)		(969,472	)		(48,320	)
Comcast Corp.
Expiration: December 2019, Exercise Price: $47.50		(260	)		(1,147,900	)		(520	)
EQM Midstream Partners LP
Expiration: April 2020, Exercise Price: $30.00		(315	)		(729,855	)		(14,175	)
Fortune Brands Home & Security, Inc.
Expiration: December 2019, Exercise Price: $55.00		(7	)		(44,282	)		(5,950	)
Gildan Activewear, Inc. (a)
Expiration: December 2019, Exercise Price: $35.00		(250	)		(727,750	)		(500	)
Lennar Corp.
Expiration: January 2020, Exercise Price: $55.00		(165	)		(984,225	)		(95,040	)
MetLife, Inc.
Expiration: January 2020, Exercise Price: $47.50		(268	)		(1,337,588	)		(83,080	)
Microsoft Corp.
Expiration: December 2019, Exercise Price: $140.00		(87	)		(1,317,006	)		(104,487	)
Northern Trust Corp.
Expiration: January 2020, Exercise Price: $100.00		(145	)		(1,554,980	)		(115,275	)
NRG Energy, Inc.
Expiration: December 2019, Exercise Price: $40.00		(234	)		(929,682	)		(17,550	)
NXP Semiconductors NV (a)
Expiration: January 2020, Exercise Price: $105.00		(73	)		(843,734	)		(88,148	)
Pfizer, Inc.
Expiration: December 2019, Exercise Price: $40.00		(308	)		(1,186,416	)		(4,004	)
Quest Diagnostics, Inc.
Expiration: January 2020, Exercise Price: $95.00		(81	)		(863,055	)		(90,720	)
Raytheon Co.
Expiration: January 2020, Exercise Price: $180.00		(44	)		(956,648	)		(166,760	)
Royal Caribbean Cruises Ltd. (a)
Expiration: December 2019, Exercise Price: $105.00		(96	)		(1,152,192	)		(147,360	)
Sabre Corp.
Expiration: January 2020, Exercise Price: $20.00		(589	)		(1,321,127	)		(159,030	)
Target Corp.
Expiration: January 2020, Exercise Price: $105.00		(121	)		(1,512,621	)		(250,470	)
VICI Properties, Inc.
Expiration: December 2019, Exercise Price: $22.50		(479	)		(1,184,567	)		(107,775	)

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

M.D. Sass Equity Income Plus Fund

Schedule of Written Options (Continued)

November 30, 2019 (Unaudited)

				Notional
	Contracts			Amount			Value
EXCHANGE TRADED OR CENTRALLY CLEARED CALL OPTIONS (Continued)
Vulcan Materials Co.
Expiration: January 2020, Exercise Price: $130.00		(54	)	$	(766,098	)	$	(70,470	)
Walt Disney Co.
Expiration: December 2019, Exercise Price: $130.00		(73	)		(1,106,534	)		(160,381	)
Webster Financial Corp.
Expiration: January 2020, Exercise Price: $50.00		(278	)		(1,353,582	)		(34,055	)
TOTAL WRITTEN OPTIONS (Premiums received $1,582,318)							$	(2,059,720	)

(a)	Foreign issued security.

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

M.D. Sass Short Term U.S. Government Agency Income Fund

Schedule of Investments

November 30, 2019 (Unaudited)

	Principal
	Amount		Value
MORTGAGE BACKED SECURITIES – 88.92%
Fannie Mae Pool
890156, 5.000%, 05/01/2023	$	4,818	$	4,987
995865, 4.500%, 07/01/2024		72,722		75,937
AL9541, 3.500%, 12/01/2026		177,913		184,378
47935, 4.844% (11th District Cost of Funds Index + 1.250%), 05/01/2027 (a)		1,209		1,239
AL8046, 3.500%, 01/01/2028		706,763		732,409
AL6206, 3.500%, 06/01/2028		355,419		370,657
252284, 6.500%, 01/01/2029		71,161		80,561
323591, 6.500%, 03/01/2029		16,949		18,880
AL5259, 3.500%, 05/01/2029		265,261		276,045
BM4202, 3.500%, 12/01/2029		173,610		180,634
AL9858, 3.000%, 03/01/2030		286,024		294,237
BM1231, 3.500%, 11/01/2031		421,053		436,441
MA0949, 3.500%, 01/01/2032		110,657		115,540
555326, 5.500%, 04/01/2033		153,133		172,651
555531, 5.500%, 06/01/2033		135,310		151,175
555592, 5.500%, 07/01/2033		36,789		41,284
748375, 3.789% (12 Month LIBOR USD + 1.117%), 08/01/2033 (a)		1,542		1,621
888073, 5.500%, 02/01/2035		26,397		29,496
745751, 5.500%, 09/01/2035		33,839		38,145
FM1487, 4.000%, 09/01/2039		88,499		92,656
MA3027, 4.000%, 06/01/2047		468,882		492,022

Fannie Mae REMICS
2005-62, 4.750%, 07/25/2035		3,782		3,833

Fannie Mae-Aces
2013-M13, 2.447%, 09/25/2020 (b)		437,791		437,563
2011-M4, 3.726%, 06/25/2021		237,088		241,645
2011-M8, 2.922%, 08/25/2021		222,942		225,147

FHLMC-GNMA
G023, 2.158% (1 Month LIBOR USD + 0.450%), 11/25/2023 (a)		62,830		63,136

Freddie Mac Gold Pool
G1-3272, 4.500%, 08/01/2020		316		327
G1-1838, 6.000%, 08/01/2020		187		187
G1-4904, 4.500%, 12/01/2021		3,789		3,917
G1-3007, 5.000%, 03/01/2023		28,431		29,565
G1-3390, 6.000%, 01/01/2024		21,557		22,327
G1-4160, 6.000%, 01/01/2024		1,031		1,038
G1-3610, 5.500%, 02/01/2024		19,648		20,428
G1-3692, 5.500%, 02/01/2024		10,719		11,108
J1-2635, 4.000%, 07/01/2025		48,907		51,063
G3-0289, 7.000%, 09/01/2025		73,193		75,742
J1-3273, 3.500%, 10/01/2025		78,399		81,288
G1-4350, 4.000%, 12/01/2026		78,165		81,825
G1-4441, 4.000%, 03/01/2027		184,664		194,482

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

M.D. Sass Short Term U.S. Government Agency Income Fund

Schedule of Investments (Continued)

November 30, 2019 (Unaudited)

	Principal
	Amount		Value
MORTGAGE BACKED SECURITIES – 88.92% (Continued)
Freddie Mac Gold Pool (Continued)
G1-6406, 3.000%, 01/01/2028	$	195,500	$	201,259
G1-8601, 3.000%, 05/01/2031		458,744		472,237
G1-8702, 3.500%, 08/01/2033		157,251		163,259
G0-1584, 5.000%, 08/01/2033		66,146		73,119
G0-4913, 5.000%, 03/01/2038		60,564		66,960
H0-9207, 6.500%, 08/01/2038		23,099		26,167

Freddie Mac Multifamily Structured Pass Through Certificates
K-714, 0.793%, 10/25/2020 (b)(c)		10,708,586		29,514
Q-001, 1.701%, 04/25/2021		260,035		259,118
K-J18, 2.455%, 03/25/2022		156,839		157,989
K-720, 0.640%, 06/25/2022 (b)(c)		9,156,901		98,473
K-023, 1.368%, 08/25/2022 (b)(c)		4,439,012		128,881
KI01, 1.945% (1 Month LIBOR USD + 0.160%), 09/25/2022 (a)		102,038		101,901
K-724, 0.382%, 11/25/2023 (b)(c)		4,972,991		47,517
K-J27, 2.092%, 07/25/2024		150,000		149,871
K-057, 1.325%, 07/25/2026 (b)(c)		2,669,612		172,902
Q-004, 2.957%, 01/25/2046 (b)		726,995		732,270
Q-007, 2.984%, 10/25/2047 (b)		178,041		181,667

Freddie Mac Pool
ZS-8598, 3.000%, 02/01/2031		190,038		195,525
ZS-8686, 3.000%, 02/01/2033		336,332		345,442
RB-5012, 3.500%, 10/01/2039		99,362		102,998

Freddie Mac REMICS
3414, 4.000%, 12/15/2019		0		0
3033, 4.500%, 09/15/2020		993		996
2649, 3.500%, 07/15/2023		6,696		6,714
2824, 5.000%, 07/15/2024		3,365		3,525
3784, 4.000%, 01/15/2026		21,770		22,428
2344, 6.500%, 08/15/2031		18,581		21,878

Freddie Mac Structured Pass-Through Certificates
2017-SR01, 2.750%, 11/25/2022		250,000		254,012

FRESB Mortgage Trust
2015-SB2, 2.086% (1 Month LIBOR USD + 2.086%), 07/25/2035 (a)		422,202		421,651
2015-SB7, 2.370% (1 Month LIBOR USD + 2.370%), 09/25/2035 (a)		502,463		502,673
2016-SB13, 2.060% (1 Month LIBOR USD + 2.060%), 01/25/2036 (a)		359,238		359,275
2016-SB16, 2.130% (1 Month LIBOR USD + 2.130%), 05/25/2036 (a)		372,631		373,243
2019-SB60, 3.070% (1 Month LIBOR USD + 3.070%), 01/25/2039 (b)		498,789		510,788
2015-SB3, 2.012% (1 Month LIBOR USD + 2.012%), 08/25/2042 (a)		36,236		36,199

Ginnie Mae I Pool
782618X, 4.500%, 04/15/2024		179,959		185,607
741854X, 4.000%, 05/15/2025		96,052		100,086

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

M.D. Sass Short Term U.S. Government Agency Income Fund

Schedule of Investments (Continued)

November 30, 2019 (Unaudited)

	Principal
	Amount		Value
MORTGAGE BACKED SECURITIES – 88.92% (Continued)
Government National Mortgage Association
2013-101, 0.514%, 05/16/2035	$	208,387	$	206,081
2013-55, 1.579%, 12/16/2042		363,040		358,931
2015-97, 2.400%, 04/16/2043		516,075		516,186
2011-6, 3.474%, 10/16/2044 (b)		30,850		30,832
2013-107, 0.422%, 11/16/2047 (b)(c)		4,144,043		66,559
2013-15, 0.584%, 08/16/2051 (b)(c)		5,204,610		204,221
2013-07, 0.351%, 05/16/2053 (b)(c)		7,267,035		160,273
2013-01, 0.656%, 02/16/2054 (b)(c)		4,577,938		148,756
2013-105, 0.454%, 06/16/2054 (b)(c)		3,435,897		53,915
2013-17, 0.750%, 06/16/2054 (b)(c)		6,197,043		177,920
2013-40, 0.764%, 06/16/2054 (b)(c)		4,141,692		150,211
2013-101, 0.541%, 10/16/2054 (b)(c)		4,782,144		130,990
2013-156, 0.707%, 06/16/2055 (b)(c)		5,202,149		158,131
2014-155, 1.123%, 08/16/2055 (b)(c)		1,501,850		81,588
2014-01, 0.349%, 09/16/2055 (b)(c)		6,463,868		140,576
2014-54, 0.435%, 09/16/2055 (b)(c)		5,327,742		146,294
2014-73, 0.610%, 04/16/2056 (b)(c)		5,495,168		170,492
2014-120, 0.690%, 04/16/2056 (b)(c)		2,322,967		80,731
2014-138, 0.741%, 04/16/2056 (b)(c)		1,870,202		89,357
2015-130, 0.863%, 07/16/2057 (b)(c)		2,788,466		127,728

Seasoned Credit Risk Transfer Trust Series
2018-3, 3.500%, 08/27/2057		126,700		131,747
TOTAL MORTGAGE BACKED SECURITIES (Cost $17,337,586)				15,173,279

U.S. GOVERNMENT NOTES/BONDS – 9.00%
United States Treasury Inflation Indexed Bonds
0.125%, 04/15/2020		361,815		360,803
0.625%, 04/15/2023		1,064,701		1,075,166
United States Treasury Notes/Bonds
2.000%, 01/31/2020		100,000		100,054
TOTAL U.S. GOVERNMENT NOTES/BONDS (Cost $1,534,894)				1,536,023

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

M.D. Sass Short Term U.S. Government Agency Income Fund

Schedule of Investments (Continued)

November 30, 2019 (Unaudited)

	Shares		Value
SHORT-TERM INVESTMENTS – 2.31%
First American U.S. Treasury Money Market Fund, Class Z, 1.494% (d)		394,672	$	394,672
TOTAL SHORT-TERM INVESTMENTS (Cost $394,672)				394,672

Total Investments (Cost $19,267,152) – 100.23%				17,103,974
Liabilities in Excess of Other Assets – (0.23)%				(38,926	)
TOTAL NET ASSETS – 100.00%			$	17,065,048

Percentages are stated as a percent of net assets.

(a)	Variable rate security; the rate shown represents the rate at November 30, 2019.
(b)	Variable rate security; the rate shown represents the rate at November 30, 2019. The coupon is based on an underlying pool of loans.
(c)	Represents an interest-only security that entitles holders to receive only interest payments on underlying mortgages.
(d)	Seven day yield as of November 30, 2019.

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

M.D. Sass Funds

Statements of Assets and Liabilities

November 30, 2019 (Unaudited)

				Short Term
	Equity			U.S. Government
	Income			Agency
	Plus Fund			Income Fund
ASSETS
Investments, at value (cost $29,105,834 and $19,267,152, respectively)	$	31,093,443		$	17,103,974
Cash		1,326,774			—
Dividend receivable		54,354			—
Interest receivable		3,167			89,826
Receivable for fund shares sold		112,498			—
Receivable from Adviser		3,298			7,919
Other assets		17,140			12,816
TOTAL ASSETS		32,610,674			17,214,535

LIABILITIES
Written options, at value (premiums received of $1,582,318 and $—, respectively)		2,059,720			—
Payable for investments purchased		1,044,643			100,741
Payable to affiliates		39,951			30,150
Payable for distribution (Rule 12b-1) fees		1,334			—
Payable for shareholder servicing fees		2,054			—
Accrued expenses and other liabilities		21,671			18,596
TOTAL LIABILITIES		3,169,373			149,487

NET ASSETS	$	29,441,301		$	17,065,048

Net Assets Consist Of:
Paid-in capital	$	35,482,403		$	24,007,459
Accumulated deficit		(6,041,102	)		(6,942,411	)
Net Assets	$	29,441,301		$	17,065,048

Institutional Class Shares
Net assets		29,297,525			17,065,048
Shares of beneficial interest outstanding
(unlimited number of shares authorized, $0.001 par value)		2,588,284			1,843,804
Net asset value, offering price and redemption price per share	$	11.32		$	9.26

Investor Class Shares
Net assets		143,776			N/A
Shares of beneficial interest outstanding
(unlimited number of shares authorized, $0.001 par value)		12,733			N/A
Net asset value, offering price and redemption price per share	$	11.29		$	N/A

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

M.D. Sass Funds

Statements of Operations

For the Six Months Ended November 30, 2019 (Unaudited)

				Short Term
	Equity			U.S. Government
	Income			Agency
	Plus Fund			Income Fund
INVESTMENT INCOME
Dividend income	$	296,414	⁽¹⁾	$	—
Interest income (net of amortization and paydown gains and losses)		12,507			373,693
TOTAL INVESTMENT INCOME		308,921			373,693

EXPENSES
Management fees		118,152			25,749
Administration and accounting fees		48,217			27,459
Transfer agent fees and expenses		24,971			10,756
Federal and state registration fees		16,120			10,349
Audit and tax fees		10,056			9,239
Legal fees		8,498			8,498
Chief Compliance Officer fees		6,039			6,039
Custody fees		4,525			4,312
Trustees’ fees		4,430			4,430
Reports to shareholders		2,867			967
Pricing expenses		1,201			7,123
Distribution (Rule 12b-1) fees – Investor Class		256			—
Other expenses		3,589			3,152
TOTAL EXPENSES		248,921			118,073
Less waivers and reimbursement by Adviser (Note 4)		(130,513	)		(70,866	)
NET EXPENSES		118,408			47,207

NET INVESTMENT INCOME		190,513			326,486

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) from:
Investments and purchased options		1,709,023			(14,759	)
Written options		(93,270	)		—
Change in net unrealized appreciation (depreciation) on:
Investments and purchased options		1,349,283			(46,148	)
Written options		(1,067,945	)		—
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		1,897,091			(60,907	)

NET INCREASE IN NET ASSETS FROM OPERATIONS	$	2,087,604		$	265,579

⁽¹⁾	Net of $1,416 in foreign withholding tax.

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

M.D. Sass Equity Income Plus Fund

Statements of Changes in Net Assets

	Six Months Ended
	November 30, 2019			Year Ended
	(Unaudited)			May 31, 2019
FROM OPERATIONS
Net investment income	$	190,513		$	764,079
Net realized gain (loss) from:
Investments and purchased options		1,709,023			858,614
Written options		(93,270	)		111,402
Change in net unrealized appreciation (depreciation) on:
Investments and purchased options		1,349,283			(789,831	)
Written options		(1,067,945	)		62,456
Net increase in net assets from operations		2,087,604			1,006,720

FROM DISTRIBUTIONS
Net dividends and distributions – Institutional Class		(361,014	)		(1,036,314	)
Net dividends and distributions – Investor Class		(2,787	)		(8,297	)
Net decrease in net assets resulting from dividends and distributions paid		(363,801	)		(1,044,611	)

FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold – Institutional Class		778,734			2,928,349
Proceeds from shares sold – Investor Class		—			400
Shares issued in reinvestment of distributions – Institutional Class		357,545			977,399
Shares issued in reinvestment of distributions – Investor Class		2,582			8,060
Payments for shares redeemed – Institutional Class		(7,841,566	)		(24,759,105	)
Payments for shares redeemed – Investor Class		(148,315	)		(560,581	)
Net decrease in net assets from capital share transactions		(6,851,020	)		(21,405,478	)

TOTAL DECREASE IN NET ASSETS		(5,127,217	)		(21,443,369	)

NET ASSETS:
Beginning of period		34,568,518			56,011,887
End of period	$	29,441,301		$	34,568,518

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

M.D. Sass Short Term U.S. Government Agency Income Fund

Statements of Changes in Net Assets

	Six Months Ended
	November 30, 2019			Year Ended
	(Unaudited)			May 31, 2019
FROM OPERATIONS
Net investment income	$	326,486		$	606,470
Net realized gain (loss) from investments		(14,759	)		5,547
Change in net unrealized depreciation on investments		(46,148	)		(123,497	)
Net increase in net assets from operations		265,579			488,520

FROM DISTRIBUTIONS
Net dividends and distributions		(344,191	)		(646,655	)
Net decrease in net assets resulting from dividends and distributions paid		(344,191	)		(646,655	)

FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold		2,083,556			403,802
Shares issued in reinvestment of distributions		330,931			581,346
Payments for shares redeemed		(2,688,469	)		(6,838,074	)
Net decrease in net assets from capital share transactions		(273,982	)		(5,852,926	)

TOTAL DECREASE IN NET ASSETS		(352,594	)		(6,011,061	)

NET ASSETS:
Beginning of period		17,417,642			23,428,703
End of period	$	17,065,048		$	17,417,642

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

M.D. Sass Equity Income Plus Fund – Institutional Class

Financial Highlights

Per Share Data for a Share Outstanding Throughout Each Year/Period

	Six Months
	Ended
	November 30,			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	2019			May 31,			May 31,			May 31,			May 31,			May 31,
	(Unaudited)			2019			2018			2017			2016			2015
Net Asset Value,
Beginning of Year/Period	$	10.73		$	10.70		$	10.72		$	10.45		$	11.54		$	11.15

Income (loss) from
investment operations:
Net investment income⁽¹⁾⁽²⁾		0.07			0.18			0.11			0.14			0.16			0.22
Net realized and unrealized
gain (loss) on investments⁽⁶⁾		0.64			0.09			(0.01	)		0.31			(0.58	)		0.48
Total from investment operations		0.71			0.27			0.10			0.45			(0.42	)		0.70

Less distributions paid:
From net investment income		(0.12	)		(0.24	)		(0.12	)		(0.18	)		(0.22	)		(0.22	)
From realized gain		—			—			—			—			(0.45	)		(0.09	)
Total distributions paid		(0.12	)		(0.24	)		(0.12	)		(0.18	)		(0.67	)		(0.31	)

Net Asset Value, End of Year/Period	$	11.32		$	10.73		$	10.70		$	10.72		$	10.45		$	11.54

Total Return⁽³⁾⁽⁵⁾		6.60	%		2.55	%		0.95	%		4.29	%		-3.52	%		6.37	%

Supplemental Data and Ratios:
Net assets at end of year/period (000’s)	$	29,297		$	34,289		$	55,188		$	64,908		$	132,523		$	159,725

Ratio of expenses to average net assets⁽⁴⁾
Before waivers and
reimbursements of expenses		1.58	%		1.35	%		1.17	%		1.09	%		1.03	%		1.05	%
After waivers and
reimbursements of expenses		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%

Ratio of net investment income
to average net assets⁽⁴⁾
Before waivers and
reimbursements of expenses		0.38	%		1.11	%		0.57	%		0.95	%		1.95	%		1.61	%
After waivers and
reimbursements of expenses		1.21	%		1.71	%		0.99	%		1.29	%		2.23	%		1.91	%

Portfolio turnover rate⁽³⁾		17.72	%		71.47	%		93.98	%		77.33	%		63.55	%		87.20	%

⁽¹⁾	Per share net investment income has been calculated using the daily average shares outstanding method.
⁽²⁾	Net investment income per share is calculated using the ending balances prior to consideration or adjustment for permanent book to tax differences.
⁽³⁾	Not annualized for periods less than one year.
⁽⁴⁾	Annualized for periods less than one year.
⁽⁵⁾	Total return in the table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.
⁽⁶⁾	Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the period.

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

M.D. Sass Equity Income Plus Fund – Investor Class

Financial Highlights

Per Share Data for a Share Outstanding Throughout Each Year/Period

	Six Months
	Ended
	November 30,			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	2019			May 31,			May 31,			May 31,			May 31,			May 31,
	(Unaudited)			2019			2018			2017			2016			2015
Net Asset Value,
Beginning of Year/Period	$	10.71		$	10.68		$	10.69		$	10.43		$	11.53		$	11.14

Income (loss) from
investment operations:
Net investment income⁽¹⁾⁽²⁾		0.05			0.15			0.08			0.11			0.12			0.18
Net realized and unrealized
gain (loss) on investments⁽⁸⁾		0.64			0.09			(0.00	)⁽⁶⁾		0.30			(0.58	)		0.49
Total from investment operations		0.69			0.23			0.08			0.41			(0.46	)		0.67

Less distributions paid:
From net investment income		(0.11	)		(0.21	)		(0.09	)		(0.15	)		(0.19	)		(0.19	)
From realized gain		—			—			—			—			(0.45	)		(0.09	)
Total distributions paid		(0.11	)		(0.21	)		(0.09	)		(0.15	)		(0.64	)		(0.28	)

Net Asset Value, End of Year/Period	$	11.29		$	10.71		$	10.68		$	10.69		$	10.43		$	11.53

Total Return⁽³⁾⁽⁵⁾		6.55	%		2.15	%		0.71	%		3.92	%		-3.88	%		6.09	%

Supplemental Data and Ratios:
Net assets at end of year/period (000’s)	$	144		$	280		$	824		$	1,114		$	2,348		$	2,330

Ratio of expenses to average net assets⁽⁴⁾
Before waivers and
reimbursements of expenses		1.81	%		1.59	%		1.42	%		1.44	%		1.38	%		1.40	%
After waivers and
reimbursements of expenses		1.00	%⁽⁷⁾		1.00	%⁽⁷⁾		1.00	%⁽⁷⁾		1.10	%		1.10	%		1.10	%

Ratio of net investment income
to average net assets⁽⁴⁾
Before waivers and
reimbursements of expenses		0.14	%		0.84	%		0.33	%		0.69	%		1.60	%		1.31	%
After waivers and
reimbursements of expenses		0.95	%		1.43	%		0.75	%		1.03	%		1.88	%		1.61	%

Portfolio turnover rate⁽³⁾		17.72	%		71.47	%		93.98	%		77.33	%		63.55	%		87.20	%

⁽¹⁾	Per share net investment income has been calculated using the daily average shares outstanding method.
⁽²⁾	Net investment income per share is calculated using the ending balances prior to consideration or adjustment for permanent book to tax differences.
⁽³⁾	Not annualized for periods less than one year.
⁽⁴⁾	Annualized for periods less than one year.
⁽⁵⁾	Total return in the table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends. Excludes the effect of applicable sales charges.
⁽⁶⁾	Less than 0.05 cents per share.
⁽⁷⁾	Reflects expense cap of 0.75% plus Rule 12b-1 fees of 0.25%. The Fund did not accrue 0.10% allowable under the shareholder servicing plan for the years ended May 31, 2018 or May 31, 2019 or the six months ended November 30, 2019.
⁽⁸⁾	Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the period.

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

M.D. Sass Short Term U.S. Government Agency Income Fund – Institutional Class

Financial Highlights

Per Share Data for a Share Outstanding Throughout Each Year/Period

	Six Months
	Ended
	November 30,			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	2019			May 31,			May 31,			May 31,			May 31,			May 31,
	(Unaudited)			2019			2018			2017			2016			2015
Net Asset Value,
Beginning of Year/Period	$	9.30		$	9.36		$	9.51		$	9.75		$	9.91		$	10.06

Income (loss) from
investment operations:
Net investment income⁽¹⁾⁽²⁾		0.18			0.29			0.26			0.25			0.15			0.15
Net realized and unrealized
loss on investments		(0.03	)		(0.05	)		(0.11	)		(0.19	)		(0.11	)		(0.08	)
Total from investment operations		0.15			0.24			0.15			0.06			0.04			0.07

Less distributions paid:
From net investment income		(0.19	)		(0.30	)		(0.30	)		(0.30	)		(0.20	)		(0.22	)
Total distributions paid		(0.19	)		(0.30	)		(0.30	)		(0.30	)		(0.20	)		(0.22	)

Net Asset Value, End of Year/Period	$	9.26		$	9.30		$	9.36		$	9.51		$	9.75		$	9.91

Total Return⁽³⁾⁽⁴⁾		1.62	%		2.66	%		1.60	%		0.64	%		0.35	%		0.75	%

Supplemental Data and Ratios:
Net assets at end of year/period (000’s)	$	17,065		$	17,418		$	23,429		$	36,394		$	97,164		$	83,678

Ratio of expenses to average net assets⁽⁵⁾
Before waivers and
reimbursements of expenses		1.38	%		1.24	%		0.90	%		0.64	%		0.59	%		0.65	%
After waivers and
reimbursements of expenses		0.55	%		0.55	%		0.55	%		0.55	%		0.58	%		0.66	%

Ratio of net investment income
to average net assets⁽⁵⁾
Before waivers and
reimbursements of expenses		2.98	%		2.42	%		2.36	%		2.50	%		1.50	%		1.52	%
After waivers and
reimbursements of expenses		3.81	%		3.11	%		2.71	%		2.59	%		1.51	%		1.51	%

Portfolio turnover rate⁽⁴⁾		20.84	%		15.24	%		98.95	%		164.31	%		182.08	%		99.63	%

⁽¹⁾	Per share net investment income has been calculated using the daily average shares outstanding method.
⁽²⁾	Net investment income per share is calculated using the ending balances prior to consideration or adjustment for permanent book to tax differences.
⁽³⁾	Total return in the table represents the rate that the investor would have earned or lost on an investment in the Fund, assuming reinvestment of dividends.
⁽⁴⁾	Not annualized for periods less than one year.
⁽⁵⁾	Annualized for periods less than one year.

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

M.D. Sass Funds

Notes to Financial Statements

November 30, 2019 (Unaudited)

(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 M.D. Sass Funds (the “Funds”) each represent a distinct diversified series with their own investment objectives and policies within the Trust. The investment objective of the M.D. Sass Short Term U.S. Government Agency Income Fund (the “Short Term U.S. Government Agency Income Fund”) is to achieve a high and stable rate of total return, when and as opportunities are available in the context of preserving capital in adverse markets. The investment objective of the M.D. Sass Equity Income Plus Fund (the “Equity Income Plus Fund”) is to generate income as well as capital appreciation, while emphasizing downside protection. The Trust may issue an unlimited number of shares of beneficial interest at $0.001 par value. The assets of the Funds are segregated, and a shareholder’s interest is limited to the Fund in which shares are held. The Short Term U.S. Government Agency Income Fund currently offers one class of shares, the Institutional Class. Effective February 20, 2014, the Short Term U.S. Government Agency Income Fund ceased offering its StoneCastle Treasurer Class. Effective September 1, 2015, the Short Term U.S. Government Agency Income Fund converted its Retail Class shares to Institutional Class shares and ceased offering its Retail Class. The Equity Income Plus Fund currently offers two classes of shares, the Institutional Class and the Investor Class. Effective February 29, 2016, the Equity Income Plus Fund converted its Class C shares to Retail Class shares and ceased offering its Class C shares, and the Retail Class was renamed to the Investor Class. The Investor Class shares are subject to a 0.25% distribution (Rule 12b-1) fee and a shareholder servicing fee not to exceed 0.10%. Each class of shares in both Funds have identical rights and privileges except with respect to the Rule 12b-1 and shareholder servicing fees and voting rights on matters affecting a single class of shares. The Short Term U.S. Government Agency Income Fund’s registration statement became effective on June 22, 2011. The Institutional Class shares commenced operations on June 30, 2011. The Equity Income Plus Fund’s registration statement became effective on June 28, 2013 at which time the Institutional and Investor Classes commenced operations. Costs incurred by the Funds in connection with the organization, registration and the initial public offering of shares were paid by M.D. Sass Investors Services, Inc. and M.D. Sass, LLC (the “Advisers”), investment advisers to the Short Term U.S. Government Agency Income Fund and Equity Income Plus Fund, respectively. The Funds are each an investment company and accordingly follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 “Financial Services — Investment Companies”.

(2)	Significant Accounting Policies

	The following is a summary of significant accounting policies consistently followed by the Funds 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 Funds 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 Funds will use the price of the exchange that the Funds generally consider to be the principal exchange on which the security is traded.

	Fund securities listed on the NASDAQ Stock Market, LLC (“NASDAQ”) will be valued at the NASDAQ Official Closing Price (“NOCP”), which may not necessarily represent the last sale price. If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation. If there has been no sale on such exchange or on NASDAQ on such day, the security is valued at the mean between the bid and asked prices on such day or will be valued at the later sale price on the composite market (defined as a consolidation of the trade information provided by national securities and foreign exchanges and over-the-counter markets as published by a pricing service). 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

M.D. Sass Funds

Notes to Financial Statements (Continued)

November 30, 2019 (Unaudited)

	security when corporate events, events in the securities market and/or world events cause the Advisers to believe that a security’s last sale price may not reflect its actual fair value. The intended effect of using fair value pricing procedures is to ensure that the Funds are accurately priced.

	Debt securities, including U.S. Government and Agency Securities, corporate securities, municipal securities, mortgage- and asset-backed securities, commercial paper, banker’s acceptances, certificates of deposit, time deposits and U.S. Treasury Bills, including short-term debt instruments having a maturity of 60 days or less, are valued at the mean by pricing service providers. Pricing services may use various valuation methodologies such as broker-dealer quotations or valuation estimates from their internal pricing models. The pricing models for these securities usually consider tranche-level attributes, estimated cash flows and market-based yield spreads for each tranche, current market data and incorporate deal collateral performance, as available. Pricing Services generally value debt securities assuming orderly transactions of an institutional round lot size, but such securities may be held or transactions may be conducted in such securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. If a price is not available from a pricing service, the most recent quotation obtained from one or more brokers known to follow the issue will be obtained. Quotations will be valued at the mean between the bid and the offer. Debt securities that use similar valuation techniques and inputs as described above are typically categorized as Level 2 of the fair value hierarchy. Debt securities purchased on a delayed delivery basis are typically marked to market daily until settlement at the forward settlement date. Any discount or premium is accreted or amortized using the constant yield method until maturity.

	Exchange-traded options are valued at the composite price, using the National Best Bid and Offer quotes (“NBBO”). NBBO consists of the highest bid price and lowest ask price across any of the exchanges on which an option is quoted, thus providing a view across the entire U.S. options marketplace. Specifically, composite pricing looks at the last trades on the exchanges where the options are traded. If there are no trades for the option on a given business day, composite option pricing calculates the mean of the highest bid price and lowest ask price across the exchanges where the option is traded and the option will generally be classified as Level 2.

	Money market funds, demand notes and repurchase agreements are valued at cost. If cost does not represent current market value the securities will be priced at fair value.

	Redeemable securities issued by open-end, registered investment companies are valued at the net asset value (“NAV”) of such companies for purchase and/or redemption orders placed on that day.

	FASB Accounting Standards Codification, “Fair Value Measurements and Disclosures” Topic 820 (“ASC 820”), establishes an authoritative definition of fair value and sets out a hierarchy for measuring fair value. ASC 820 requires an entity to evaluate certain factors to determine whether there has been a significant decrease in volume and level of activity for the security such that recent transactions and quoted prices may not be determinative of fair value and further analysis and adjustment may be necessary to estimate fair value. ASC 820 also requires enhanced disclosures regarding the inputs and valuation techniques used to measure fair value in those instances as well as expanded disclosure of valuation levels for each class of investments. These inputs are summarized in the three broad levels listed below:

	Level 1—	Quoted prices in active markets for identical securities.

	Level 2—	Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

	Level 3—	Significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Funds’ investments carried at fair value as of November 30, 2019:

M.D. Sass Funds

Notes to Financial Statements (Continued)

November 30, 2019 (Unaudited)

Equity Income Plus Fund
	Level 1			Level 2			Level 3		Total
Assets:
Common Stocks⁽¹⁾	$	25,277,101		$	—		$	—	$	25,277,101
Master Limited Partnerships		729,855			—			—		729,855
Real Estate Investment Trusts		1,184,567			—			—		1,184,567
Purchased Options		3,450			—			—		3,450
Total Assets	$	27,194,973		$	—		$	—	$	27,194,973
Short-Term Investments	$	3,898,470		$	—		$	—	$	3,898,470
Total Investments in Securities	$	31,093,443		$	—		$	—	$	31,093,443
Liabilities:
Written Options	$	(671,202	)	$	(1,388,518	)	$	—	$	(2,059,720	)
Total Liabilities	$	(671,202	)	$	(1,388,518	)	$	—	$	(2,059,720	)

⁽¹⁾ See the Schedule of Investments for industry classifications.

Short Term U.S. Government Agency Income Fund
	Level 1		Level 2		Level 3		Total
Fixed Income:
Mortgage Backed Securities	$	—	$	15,173,279	$	—	$	15,173,279
U.S. Government Notes/Bonds		—		1,536,023		—		1,536,023
Total Fixed Income	$	—	$	16,709,302	$	—	$	16,709,302
Short-Term Investments	$	394,672	$	—	$	—	$	394,672
Total Investments in Securities	$	394,672	$	16,709,302	$	—	$	17,103,974

The Funds measure Level 3 activity as of the end of the period. For the six months ended November 30, 2019, the Funds did not have any significant unobservable inputs (Level 3 securities) used in determining fair value. Therefore, a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value is not applicable.

(b)

Derivative Instruments

	The Short Term U.S. Government Agency Income Fund did not hold any financial derivative instruments during the six months ended November 30, 2019.

	The Equity Income Plus Fund invested in derivative instruments, such as purchased and written options, during the six months ended November 30, 2019.

	The following sets forth the fair value of derivative instruments as reported for the Equity Income Plus Fund within the Statements of Assets and Liabilities as of November 30, 2019:

	Asset Derivatives			Liability Derivatives
Derivatives not
accounted for as	Statements of Assets &			Statements of Assets &
hedging instruments	Liabilities Location	Value		Liabilities Location	Value
Equity Contracts –	Investments,			Written Options,
Options	at value	$	3,450	at value	$	2,059,720
Total		$	3,450		$	2,059,720

M.D. Sass Funds

Notes to Financial Statements (Continued)

November 30, 2019 (Unaudited)

The effect of derivative instruments for the Equity Income Plus Fund on the Statements of Operations for the six months ended November 30, 2019:

Amount of Net Realized Loss on Derivatives Recognized in Income

Derivatives not accounted for	Purchased			Written
as hedging instruments	Options⁽¹⁾			Options			Total
Equity Contracts	$	(113,635	)	$	(93,270	)	$	(206,905	)
Total	$	(113,635	)	$	(93,270	)	$	(206,905	)

Change in Net Unrealized Depreciation on Derivatives Recognized in Income

Derivatives not accounted for	Purchased			Written
as hedging instruments	Options⁽¹⁾			Options			Total
Equity Contracts	$	(75,696	)	$	(1,067,945	)	$	(1,143,641	)
Total	$	(75,696	)	$	(1,067,945	)	$	(1,143,641	)

⁽¹⁾Reflected within investments and purchased options on the Statements of Operations.

	As of November 30, 2019, the fair value of long positions which served as collateral for call options written was $27,191,523.

	The average monthly notional amount outstanding for purchased and written options during the six months ended November 30, 2019 were $7,193,608 and $(30,745,216), respectively.

	Accounting Standards Update (ASU) 2011-11 “Disclosures about Offsetting Assets and Liabilities” deals with offsetting assets and liabilities on the Statements of Assets and Liabilities with respect to derivative instruments. The Equity Income Plus Fund is not subject to any Master Netting Arrangements, therefore the Equity Income Plus Fund was not required to offset any assets or liabilities.

	Options

	GAAP requires enhanced disclosures about the Equity Income Plus Fund’s derivative activities, including how such activities are accounted for and their effect on the Equity Income Plus Fund’s financial position and results of operations.

	The Equity Income Plus Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Equity Income Plus Fund enters into written call options to reduce volatility of the portfolio and/or earn premium income. Additionally, for hedging purposes, the Equity Income Plus Fund will periodically buy put options on equity securities indices. The Equity Income Plus Fund’s option component of its overall investment strategy is often referred to as a “buy-write” strategy (also called a “covered call” strategy), in which the Adviser writes (sells) a call option contract while at the same time owning an equivalent number of shares of the underlying stock to generate moderate current income. The writing of call options is intended to reduce the volatility of the portfolio and to earn premium income. Written call options expose the Equity Income Plus Fund to minimal counterparty credit risk since they are exchange traded and the exchange’s clearing house guarantees the options against default.

	The Equity Income Plus Fund may purchase put options on indices and enter into related closing transactions. As a holder of a put option, the Equity Income Plus Fund has the right, but not the obligation, to sell a security at the exercise price during the exercise period.


	When the Equity Income Plus Fund writes an option, an amount equal to the premium received by the Equity Income Plus Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Equity Income Plus Fund on the expiration date as realized gains from options written. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in

M.D. Sass Funds

Notes to Financial Statements (Continued)

November 30, 2019 (Unaudited)

	determining whether the Equity Income Plus Fund has realized a gain or a loss. If a put option is exercised, the premium is deducted from the cost basis of the security purchased. The Equity Income Plus Fund, as writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option.

	When purchasing options, the Equity Income Plus Fund will recognize a realized loss equal to the premium paid to purchase the option, if the option expires unexercised. The difference between the proceeds received on effecting a closing sale transaction and the premium paid will be recognized as a realized gain or loss. If a put option is exercised, the premium paid is deducted from the proceeds on the sale of the underlying security in determining whether the Equity Income Plus Fund has a realized gain or loss.

(c)

Federal Income Taxes

	The Funds comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, necessary to qualify as regulated investment companies and make the requisite distributions of income and capital gains to their shareholders sufficient to relieve them from all or substantially all federal income taxes. Therefore, no federal income tax provision has been provided.

	As of and during the year ended May 31, 2019, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the year ended May 31, 2019, the Funds did not incur any interest or penalties. The Funds are not subject to examination by U.S. taxing authorities for tax periods prior to the year ended May 31, 2016.

(d)

Distributions to Shareholders

The Funds 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 Funds may also pay a special distribution at the end of the calendar year to comply with federal tax requirements. Income and capital gains distributions may differ from GAAP, primarily due to timing differences in the recognition of income, gains and losses by the Funds. To the extent that these differences are attributable to permanent book and tax accounting differences, the components of net assets have been adjusted.

(e)

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.

(f)

Share Valuation

The NAV per share of each Fund is calculated by dividing the sum of the value of the securities held by each Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for each Fund, rounded to the nearest cent. The Funds’ shares will not be priced on the days on which the New York Stock Exchange is closed for trading.

(g)

Allocation of Income, Expenses and Gains/Losses

Income, expenses (other than those deemed attributable to a specific share class), and gains and losses of the Funds are allocated daily to each class of shares based upon the ratio of net assets represented by each class as a percentage of the net assets of the Fund. Expenses deemed directly attributable to a class of shares are recorded by the specific class. Most Fund expenses are allocated by class based on relative net assets. Rule 12b-1 fees are expensed at 0.25% of average daily net assets of the Investor Class shares of the Equity Income Plus Fund. Shareholder servicing fees are expensed at an amount not to exceed 0.10% of average daily net assets of the Investor Class shares of the Equity Income Plus Fund. Expenses associated with a specific fund in the Trust are charged to that fund. Common Trust expenses are typically allocated evenly between the funds of the Trust or by other equitable means.

M.D. Sass Funds

Notes to Financial Statements (Continued)

November 30, 2019 (Unaudited)

(h)

Other

Investment transactions are recorded on the trade date. The Funds determine the gain or loss from investment transactions using the first in-first out (FIFO) method by comparing the original cost of the security lot sold with the net sale proceeds. Dividend income and expense, less foreign withholding tax, is recognized on the ex-dividend date and interest income and expense are recognized on an accrual basis. Withholding taxes on foreign dividends and interest, net of any reclaims, have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates. Non-cash dividends are recorded at fair market value of the securities received. Return of capital distributions received from the Funds’ investments in master limited partnerships (“MLPs”) and real estate investment trusts (“REITs”) are recorded as an adjustment to the cost of the security and thus may impact unrealized or realized gains or losses on the security. Discounts, premiums and interest only strips are accreted or amortized over the expected life of the respective securities using the constant yield method. Gains and losses on principal payments of mortgage-backed securities (paydowns gains and losses) are included as an adjustment to interest income in the Statements of Operations.

(3)	Federal Tax Matters

	The tax character of distributions paid during the years ended May 31, 2019 and May 31, 2018 were as follows:

Equity Income Plus Fund
	May 31, 2019		May 31, 2018
Ordinary Income	$	1,044,611	$	689,176
Long-Term Capital Gain		—		—

Short Term U.S. Government Agency Income Fund
	May 31, 2019		May 31, 2018
Ordinary Income	$	646,655	$	1,021,525
Long-Term Capital Gain		—		—

As of May 31, 2019, the components of accumulated earnings (losses) on a tax basis were as follows:

				Short Term
	Equity			U.S. Government
	Income			Agency
	Plus Fund			Income Fund
Cost basis of investments for federal income tax purposes	$	33,533,941		$	19,973,449
Gross tax unrealized appreciation		3,692,282			434,751
Gross tax unrealized depreciation		(2,615,168	)		(2,551,781	)
Net tax unrealized appreciation (depreciation)		1,077,114			(2,117,030	)
Undistributed ordinary income		179,422			1,119
Undistributed long-term capital gain		—			—
Total distributable earnings		179,422			1,119
Other accumulated losses		(9,021,441	)		(4,747,888	)
Total accumulated losses	$	(7,764,905	)	$	(6,863,799	)

	The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to basis adjustments related to investments in partnerships and the deferral of losses on wash sales and straddle adjustments.

	At May 31, 2019, the Equity Income Plus Fund had short-term capital loss carryovers of $8,657,510. At May 31, 2019, the Short Term U.S. Government Agency Income Fund had short-term capital loss carryovers of $3,934,738 and had long-term capital loss carryovers of $813,150. These losses will be carried forward indefinitely to offset future realized capital gains. To the extent the Funds’ realize future net capital gains, taxable distributions to their shareholders will be offset by any unused capital loss carryovers.

M.D. Sass Funds

Notes to Financial Statements (Continued)

November 30, 2019 (Unaudited)

GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended May 31, 2019, the following reclassifications were made for permanent tax differences on the Statements of Assets and Liabilities:

Equity Income Plus Fund
Undistributed Net Investment Income/(Loss)	$	98,227
Accumulated Net Realized Gain/(Loss)	$	(98,227	)

Short Term U.S. Government Agency Income Fund
Undistributed Net Investment Income/(Loss)	$	38,485
Accumulated Net Realized Gain/(Loss)	$	(38,485	)

	The permanent adjustments for the Equity Income Plus Fund and Short Term U.S. Government Agency Income Fund relate to partnership and paydowns adjustments, respectively.

(4)	Investment Advisers

	The Trust has Investment Advisory Agreements (collectively, the “Agreement”) with the Advisers to furnish investment advisory services to the Funds. Under the terms of the Agreement, the Funds compensate the Advisers for their management services at the annual rate of 0.30% and 0.75% of the Funds’ average daily net assets for the Short Term U.S. Government Agency Income Fund and Equity Income Plus Fund, respectively.

	The Advisers have contractually agreed to waive their management fee and/or reimburse the Funds’ other expenses at least through the expiration dates listed below, to the extent necessary to ensure that the Funds’ operating expenses (excluding any front end or contingent deferred load, Rule 12b-1 plan fees, shareholder servicing plan fees, taxes, leverage, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividends or interest expense on short positions, acquired fund fees and expenses or extraordinary expenses) do not exceed the expense limitation caps listed below of each Fund’s average daily net assets.

	Expiration Date	Expense Limitation Cap
Equity Income Plus Fund	September 28, 2020	0.75%
Short Term U.S. Government Agency Income Fund	September 28, 2020	0.55%

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 do not exceed the lesser of: (1) the Expense Limitation Cap in place at the time of the waiver or reimbursement or (2) the Expense Limitation Cap in place at the time of recoupment; provided, however, that the Adviser shall only be entitled to recoup such amounts over the following three year period from the date of the waiver or reimbursement. The following table details the remaining waived or reimbursed expenses subject to potential recovery expiring during the fiscal period ending:

	November 30, 2022		May 31, 2022		May 31, 2021		May 31, 2020
Equity Income Plus Fund
Institutional Class	$	129,675	$	265,883	$	253,672	$	113,141
Investor Class		838		2,430		3,672		2,227
Short Term U.S. Government
Agency Income Fund
Institutional Class		70,866		134,752		118,383		45,381

M.D. Sass Funds

Notes to Financial Statements (Continued)

November 30, 2019 (Unaudited)

(5)	Distribution Plan and Shareholder Servicing Plan

	The Trust has adopted a plan pursuant to Rule 12b-1 (the “12b-1 Plan”), on behalf of the Equity Income Plus Fund, which authorizes the payment to Quasar Distributors, LLC (the “Distributor”) of a distribution (Rule 12b-1) fee of 0.25% of the Fund’s average daily net assets of Investor Class shares for services to prospective Fund shareholders and distribution. During the six months ended November 30, 2019, the Fund accrued fees of $256 pursuant to the 12b-1 Plan. As of November 30, 2019, the Fund owed the Distributor $1,334 in fees.

	The Trust has adopted a shareholder servicing plan, on behalf of the Equity Income Plus Fund, which authorizes payment of a shareholder servicing fee not to exceed 0.10% of the average daily net assets of the Investor Class shares for the Equity Income Plus Fund. During the six months ended November 30, 2019, the Equity Income Plus Fund did not accrue shareholder servicing fees, but was able to pay shareholder servicing fees incurred of $126 through November 30, 2019 from prior year balances.

(6)	Related Party Transactions

	U.S. Bancorp Fund Services, LLC (“Fund Services,” or the “Administrator”), doing business as U.S. Bank Global Fund Services, acts as the Funds’ Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Funds; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Funds’ custodian, transfer agent and accountants; coordinates the preparation and payment of the Funds’ expenses and reviews the Funds’ expense accruals. Fees incurred for the six months ended November 30, 2019, and owed as of November 30, 2019, are as follows:

	Incurred		Owed
Equity Income Plus Fund	$	48,217	$	22,211
Short Term U.S. Government Agency Income Fund		27,459		16,244

Fund Services also serves as the fund accountant and transfer agent to the Funds. U.S. Bank, N.A. (“U.S. Bank”), an affiliate of Fund Services, serves as each Funds’ custodian. Fees incurred for the six months ended November 30, 2019, and owed as of November 30, 2019, are as follows:

Pricing Expenses	Incurred		Owed
Equity Income Plus Fund	$	1,201	$	529
Short Term U.S. Government Agency Income Fund		7,123		3,870

Transfer Agency	Incurred		Owed
Equity Income Plus Fund	$	24,971	$	12,607
Short Term U.S. Government Agency Income Fund		10,756		4,885

Custody	Incurred		Owed
Equity Income Plus Fund	$	4,525	$	1,565
Short Term U.S. Government Agency Income Fund		4,312		2,115

	Each Fund has a line of credit with U.S. Bank (see Note 10).

	The Distributor acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares. The Distributor is an affiliate of Fund Services and U.S. Bank.

	Certain officers of the Funds are also employees of Fund Services. A Trustee of the Trust is affiliated with Fund Services and U.S. Bank. This same Trustee is a board member and an interested person of the Distributor.

	The Trust’s Chief Compliance Officer is also an employee of Fund Services. Each Fund’s allocation of the Trust’s Chief Compliance Officer fee incurred for the six months ended November 30, 2019, and owed as of November 30, 2019, are as follows:

	Incurred		Owed
Equity Income Plus Fund	$	6,039	$	3,039
Short Term U.S. Government Agency Income Fund		6,039		3,036

M.D. Sass Funds

Notes to Financial Statements (Continued)

November 30, 2019 (Unaudited)

(7)	Capital Share Transactions

	Transactions in shares of the Equity Income Plus Fund were as follows:

Institutional Class
	Six Months Ended			Year Ended
	November 30, 2019			May 31, 2019
Shares sold		70,426			276,037
Shares reinvested		32,652			92,269
Shares redeemed		(711,043	)		(2,327,819	)
Net decrease		(607,965	)		(1,959,513	)

Investor Class
	Six Months Ended			Year Ended
	November 30, 2019			May 31, 2019
Shares sold		—			37
Shares reinvested		236			762
Shares redeemed		(13,631	)		(51,880	)
Net decrease		(13,395	)		(51,081	)

	Transactions in shares of the Short Term U.S. Government Agency Income Fund were as follows:

	Institutional Class

	Six Months Ended			Year Ended
	November 30, 2019			May 31, 2019
Shares sold		224,255			43,403
Shares reinvested		35,665			62,710
Shares redeemed		(289,015	)		(736,789	)
Net decrease		(29,095	)		(630,676	)

(8)	Investment Transactions

	Purchases and sales of investment securities (excluding short-term investments) for the Funds for the six months ended November 30, 2019 are summarized below:

			Short Term
	Equity		U.S. Government
	Income		Agency
	Plus Fund		Income Fund
Purchases:
U.S. Government	$	—	$	4,412,512
Other		5,536,035		—
Sales:
U.S. Government	$	—	$	3,323,288
Other		15,279,984		—

M.D. Sass Funds

Notes to Financial Statements (Continued)

November 30, 2019 (Unaudited)

(9)	Beneficial Ownership

	The benefical 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. At November 30, 2019, the following shareholders held over 25% of a Fund’s shares outstanding:

Equity Income Plus Fund

Institutional Class
National Financial Services, LLC	44.93	%

Short Term U.S. Government Agency Income Fund

Institutional Class
National Financial Services, LLC	34.61	%
Marc Brownstein	32.24	%

(10)	Line of Credit

	At November 30, 2019, the Equity Income Plus Fund had a line of credit with a maximum amount of borrowing for the lessor of $5,000,000 or 33.33% of the market value of unencumbered assets and the Short Term U.S. Government Agency Income Fund had a line of credit with a maximum amount of borrowing for the lessor of $2,500,000, 20% of the gross market value of the Fund, or 33.33% of the market value of unencumbered assets of the Fund which mature August 8, 2020. These unsecured lines of credit are intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The credit facility is with the Funds’ custodian, U.S. Bank. For the six months ended November 30, 2019, the interest rate under the lines of credit was 5.50% from June 1, 2019 through July 31, 2019, 5.25% from August 1, 2019 through September 18, 2019, 5.00% from September 19, 2019 through October 30, 2019, and 4.75% thereafter. The Funds did not borrow on the line of credit during the six months ended November 30, 2019.

(11)	Results of Shareholder Meeting

	A Joint Special Meeting of Shareholders of the Funds was held November 15, 2019 at the offices of U.S. Bancorp Fund Services, LLC, 615 East Michigan Avenue, Milwaukee, Wisconsin, pursuant to notice given to all shareholders of record of the Funds at the close of business on September 6, 2019. At the Special Meeting, shareholders were asked to approve the following:

	To approve the Agreement and Plan of Reorganization providing for (i) the transfer of all the assets of M.D. Sass Equity Income Plus Fund, a series of Trust for Professional Managers (the “Target Fund”) to Integrity Dividend Harvest Fund, a series of The Integrity Funds (the “Acquiring Fund”) in exchange solely for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Target Fund; and (ii) the pro rata distribution to the Target Fund’s shareholders of such Acquiring Fund shares.

	The tabulation of the shareholder votes rendered the following results:

	Votes For	Votes Against	Abstained
	1,877,921	0	734

	To approve the Agreement and Plan of Reorganization providing for (i) the transfer of all the assets of M.D. Sass Short Term U.S. Government Agency Income Fund, a series of Trust for Professional Managers (the “Target Fund”) to Integrity Short Term Government Fund, a series of The Integrity Funds (the “Acquiring Fund”) in exchange solely for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Target Fund; and (ii) the pro rata distribution to the Target Fund’s shareholders of such Acquiring Fund shares.

	The tabulation of the shareholder votes rendered the following results:

	Votes For	Votes Against	Abstained
	1,101,736	0	3,103

M.D. Sass Funds

Notes to Financial Statements (Continued)

November 30, 2019 (Unaudited)

(12)	Subsequent Events

	On December 30, 2019, the Equity Income Plus Fund declared and paid a distribution from ordinary income of $34,587 to the shareholders of record on December 27, 2019 of the Institutional Class.

	On December 30, 2019, the Short Term U.S. Government Agency Income Fund declared and paid a distribution from ordinary income of $48,000 to the shareholders of record on December 27, 2019.

	On January 13, 2020, the Equity Income Plus Fund declared and paid a distribution from ordinary income of $5,414 and $18 to the shareholders of record on January 10, 2020 of the Institutional Class and Investor Class, respectively.

	As a result of the Joint Special Meeting of Shareholders on November 15, 2019, the Funds reorganized into The Integrity Funds effective the close of business January 17, 2020.

(13)	Regulatory Updates

	In March 2017, the FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in the ASU shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU does not require an accounting change for securities held at a discount; which continues to be amortized to maturity. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management does not expect an impact based upon the current amortization methodology.

M.D. Sass Equity Income Plus Fund

Basis for Trustees’ Approval of Investment Advisory Agreement

The Board of Trustees (the “Trustees”) of Trust for Professional Managers (the “Trust”) met on July 22, 2019 to consider the renewal of the Investment Advisory Agreement (the “Agreement”) between the Trust, on behalf of the M.D. Sass Equity Income Plus Fund (the “Fund”), a series of the Trust, and M.D. Sass, LLC, the Fund’s investment adviser (the “Adviser”). The Trustees also met at a prior meeting held on June 13, 2019 (the “June 13, 2019 Meeting”) to review materials related to the renewal of the Agreement. Prior to these meetings, the Trustees requested and received materials to assist them in considering the renewal of the Agreement. The materials provided contained information with respect to the factors enumerated below, including a copy of 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 Fund’s performance, as well as the management fees and other expenses of the Fund, due diligence materials relating to the Adviser (including a due diligence questionnaire completed on behalf of the Fund by the Adviser, the Adviser’s Form ADV, select financial statements of the Adviser, bibliographic information of the Adviser’s key management and compliance personnel, comparative fee information for the Fund and the Adviser’s other separately-managed accounts and a summary detailing key provisions of the Adviser’s written compliance program, including its code of ethics) and other pertinent information. The Trustees also received information periodically throughout the year that was relevant to the Agreement renewal process, including performance, management fee and other expense information. Based on their evaluation of the information provided by the Adviser, 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 continuation of the Agreement for an additional one-year term ending August 31, 2020.

DISCUSSION OF FACTORS CONSIDERED

In considering the renewal of the Agreement and reaching their 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 provided by the Adviser to the Fund and the amount of time devoted by the Adviser’s staff to the Fund’s operations. The Trustees considered the Adviser’s specific responsibilities in all aspects of day-to-day management of the Fund, as well as the qualifications, experience and responsibilities of Martin D. Sass and Ari Sass, the Fund’s portfolio managers, and other key personnel at the Adviser involved in the day-to-day activities of the Fund. The Trustees reviewed information provided by the Adviser in a due diligence summary, including the structure of the Adviser’s compliance program and discussed the Adviser’s marketing activities and its continuing commitment to the Fund. The Trustees noted that during the course of the prior year they had met with the Adviser in person to discuss various performance, marketing and compliance issues. The Trustees also noted any services that extended beyond portfolio management, and they considered the brokerage practices of the Adviser. The Trustees discussed in detail the Adviser’s handling of compliance matters, including the reports of the Trust’s chief compliance officer to the Trustees on the effectiveness of the Adviser’s compliance program. The Trustees concluded that the Adviser 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 provided to the Fund, as well as the Adviser’s compliance program, were satisfactory and reliable.

2.	INVESTMENT PERFORMANCE OF THE FUND AND THE ADVISER

The Trustees discussed the performance of the Fund’s Institutional Class shares for the year-to-date, one-year, three-year and five-year periods ended April 30, 2019. In assessing the quality of the portfolio management services provided by the Adviser, the Trustees also compared the performance of the Fund’s Institutional Class shares on both an absolute basis and in comparison to a benchmark index, the CBOE S&P 500 Buy Write Index, and in comparison to a peer group of U.S. open-end options-based funds in the Fund’s current Morningstar category as constructed by data presented by Morningstar Direct (the “Morningstar Peer Group”). The Trustees also reviewed information on the historical performance of the Adviser’s separately-managed accounts that are similar to the Fund in terms of investment strategy.

M.D. Sass Equity Income Plus Fund

Basis for Trustees’ Approval of Investment Advisory Agreement (Continued)

The Trustees noted that for the year-to-date and one-year periods ended April 30, 2019, the Fund’s performance for Institutional Class shares ranked above the Morningstar Peer Group median. The Trustees further noted that for the three-year period ended April 30, 2019, the Fund’s performance for Institutional Class shares ranked below the Morningstar Peer Group median and for the five-year period ended April 30, 2019, the Fund’s performance for Institutional Class shares was in line with the Morningstar Peer Group median. The Trustees also noted that for the year-to-date and one-year periods ended March 31, 2019, the Fund’s Institutional Class shares had outperformed the benchmark index, and, for the three-year, five-year and since inception periods, had underperformed the benchmark index.

After considering all of the information, the Trustees concluded that the performance obtained by the Adviser for the Fund was satisfactory under current market conditions. Although past performance is not a guarantee or indication of future results, the Trustees determined that the Fund and its shareholders were likely to benefit from the Adviser’s continued management.

3.	COSTS OF SERVICES PROVIDED AND PROFITS REALIZED BY THE ADVISER

The Trustees considered the cost of services and the structure of the Adviser’s fees, including a review of the expense analyses and other pertinent material with respect to the Fund. The Trustees reviewed the related statistical information and other materials provided, including the comparative expenses, expense components and peer group selection. The Trustees also considered the cost structure of the Fund relative to the Morningstar Peer Group.

The Trustees also considered the overall profitability of the Adviser, reviewing the Adviser’s financial information and noted that the Adviser had subsidized the Fund’s operations since the Fund’s inception and had not recouped those subsidies. The Trustees also examined the level of profits realized by the Adviser from the fees payable under the Agreement, as well as the Fund’s brokerage practices. These considerations were based on materials requested by the Trustees and the Fund’s administrator specifically for the July 22, 2019 meeting at which the Agreement was formally considered, as well as the reports made by the Adviser over the course of the year.

The Trustees noted that the Fund’s contractual management fee of 0.75% was below the Morningstar Peer Group average of 0.76%. The Trustees observed that the Fund’s total expense ratio (net of fee waivers and expense reimbursements) of 0.75% for Institutional Class shares was below the Morningstar Peer Group average (which excludes Rule 12b-1 fees) of 1.17%. The Trustees then compared the management fees paid by the Fund to the fees paid by separately-managed accounts of the Adviser with similar investment strategies.

The Trustees concluded that the Fund’s expenses and the management fees paid to the Adviser were fair and reasonable in light of the comparative performance, expense and management fee information. The Trustees noted, based on a profitability analysis prepared by the Adviser, that the Fund was not profitable to the Adviser, but the Adviser maintained adequate profit levels to support its services to the Fund from the revenues of its overall investment advisory business, despite its subsidies to support the Fund’s operations.

4.	EXTENT OF ECONOMIES OF SCALE AS THE FUND GROWS

The Trustees compared the Fund’s expenses relative to its peer group and discussed realized and potential economies of scale. The Trustees also reviewed the structure of the Fund’s management fee and whether the Fund was large enough to generate economies of scale for shareholders or whether economies of scale would be expected to be realized as Fund assets grow (and if so, how those economies of scale were being or would be shared with shareholders). The Trustees noted the fee waivers and expense reimbursements by the Adviser with respect to the Fund. The Trustees noted that the Fund’s management fee structure did not contain any breakpoint reductions as the Fund’s assets grow in size, but that the feasibility of incorporating breakpoints would continue to be reviewed on a regular basis. With respect to the Adviser’s fee structure, the Trustees concluded that the current fee structure was reasonable and reflected a sharing of economies of scale between the Adviser and the Fund at the Fund’s current asset level.

5.	BENEFITS DERIVED FROM THE RELATIONSHIP WITH THE FUND

The Trustees considered the direct and indirect benefits that could be realized by the Adviser from its association with the Fund. The Trustees examined the brokerage practices of the Adviser with respect to the Fund. The Trustees concluded that the benefits the Adviser may receive, such as greater name recognition or the ability to attract additional investor assets appear to be reasonable, and in many cases may benefit the Fund.

M.D. Sass Equity Income Plus Fund

Basis for Trustees’ Approval of Investment Advisory Agreement (Continued)

CONCLUSIONS

The Trustees considered all of the foregoing factors. In considering the renewal of the Advisory 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 continuation of the Advisory Agreement for an additional term ending August 31, 2020 as being in the best interests of the Fund and its shareholders.

M.D. Sass Short Term U.S. Government Agency Income Fund

Basis for Trustees’ Approval of Investment Advisory Agreement

The Board of Trustees (the “Trustees”) of Trust for Professional Managers (the “Trust”) met on July 22, 2019 to consider the renewal of the Investment Advisory Agreement (the “Agreement”) between the Trust, on behalf of the M.D. Sass Short Term U.S. Government Agency Income Fund (the “Fund”), a series of the Trust, and M.D. Sass Investors Services, Inc., the Fund’s investment adviser (the “Adviser”). The Trustees also met at a prior meeting held on June 13, 2019 (the “June 13, 2019 Meeting”) to review materials related to the renewal of the Agreement. Prior to these meetings, the Trustees requested and received materials to assist them in considering the renewal of the Agreement. The materials provided contained information with respect to the factors enumerated below, including a copy of 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 Fund’s performance, as well as the management fees and other expenses of the Fund, due diligence materials relating to the Adviser (including a due diligence questionnaire completed on behalf of the Fund by the Adviser, the Adviser’s Form ADV, select financial statements of the Adviser, bibliographic information of the Adviser’s key management and compliance personnel, comparative fee information for the Fund and the Adviser’s other separately-managed accounts and a summary detailing key provisions of the Adviser’s written compliance program, including its code of ethics) and other pertinent information. The Trustees also received information periodically throughout the year that was relevant to the Agreement renewal process, including performance, management fee and other expense information. Based on their evaluation of the information provided by the Adviser, 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 continuation of the Agreement for an additional one-year term ending August 31, 2020.

DISCUSSION OF FACTORS CONSIDERED

1.	NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED TO THE FUND

The Trustees considered the nature, extent and quality of services provided by the Adviser to the Fund and the amount of time devoted by the Adviser’s staff to the Fund’s operations. The Trustees considered the Adviser’s specific responsibilities in all aspects of day-to-day management of the Fund, as well as the qualifications, experience and responsibilities of Dominic Bruno, Nancy Persoons, Lipkee Lu and Steve Clancy, the Fund’s portfolio managers, and other key personnel at the Adviser involved in the day-to-day activities of the Fund. The Trustees reviewed information provided by the Adviser in a due diligence summary, including the structure of the Adviser’s compliance program and discussed the Adviser’s marketing activities and its continuing commitment to the Fund. The Trustees noted that during the course of the prior year they had met with the Adviser in person to discuss various performance, marketing and compliance issues. The Trustees also noted any services that extended beyond portfolio management, and they considered the brokerage practices of the Adviser. The Trustees discussed in detail the Adviser’s handling of compliance matters, including the reports of the Trust’s chief compliance officer to the Trustees on the effectiveness of the Adviser’s compliance program. The Trustees concluded that the Adviser 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 provided to the Fund, as well as the Adviser’s compliance program, were satisfactory and reliable.

2.	INVESTMENT PERFORMANCE OF THE FUND AND THE ADVISER

The Trustees discussed the performance of the Fund’s Institutional Class shares for the year-to-date, one-year, three-year and five-year periods ended April 30, 2019. In assessing the quality of the portfolio management services provided by the Adviser, the Trustees also compared the short-term and longer-term performance of the Fund’s Institutional Class shares on both an absolute basis and in comparison to a benchmark index, the BofA Merrill Lynch 1-3 Year U.S. Treasury Index, and in comparison to a peer group of U.S. open-end short government funds in the Fund’s current Morningstar category as constructed by data presented by Morningstar Direct (the “Morningstar Peer Group”). The Trustees also reviewed information on the historical performance of the Adviser’s separately-managed accounts that are similar to the Fund in terms of investment strategy.

M.D. Sass Short Term U.S. Government Agency Income Fund

Basis for Trustees’ Approval of Investment Advisory Agreement (Continued)

The Trustees noted that for each of the year-to-date, three-year and five-year periods ended April 30, 2019, the Fund’s performance for Institutional Class shares ranked above the Morningstar Peer Group median, and, for the three-year period was the best performing fund in the Morningstar Peer Group. The Trustees further noted that for the one-year period ended April 30, 2019, the Fund’s performance for Institutional Class shares ranked below the Morningstar Peer Group median. The Trustees also noted that for the year-to-date, one-year, three-year, five-year and since inception periods ended March 31, 2019, the Fund’s Institutional Class shares had outperformed the BofA Merrill Lynch 1-3 Year U.S. Treasury Index. The Trustees further noted the Fund’s performance for all periods was generally in alignment with performance of the Adviser’s separately-managed accounts that are similar to the Fund in terms of investment strategy.

3.	COSTS OF SERVICES PROVIDED AND PROFITS REALIZED BY THE ADVISER

The Trustees also considered the overall profitability of the Adviser, reviewing the Adviser’s financial information and noted that the Adviser had subsidized the Fund’s operations since the Fund’s inception but had not yet fully recouped those subsidies. The Trustees also examined the level of profits realized by the Adviser from the fees payable under the Agreement, as well as the Fund’s brokerage practices. These considerations were based on materials requested by the Trustees and the Fund’s administrator specifically for the July 22, 2019 meeting at which the Agreement was formally considered, as well as the reports made by the Adviser over the course of the year.

The Trustees noted that the Fund’s contractual management fee of 0.30% was below its Morningstar Peer Group average of 0.41%. The Trustees observed that the Fund’s total expense ratio (net of fee waivers and expense reimbursements) of 0.55% for Institutional Class shares was below the Morningstar Peer Group average (which excludes Rule 12b-1 fees) of 0.66%. The Trustees then compared the management fees paid by the Fund to the fees paid by separately-managed accounts of the Adviser with similar investment strategies.

The Trustees concluded that the Fund’s expenses and the management fees paid to the Adviser were fair and reasonable in light of the comparative performance, expense and management fee information. The Trustees further concluded, based on a profitability analysis prepared by the Adviser, that the Fund was not profitable to the Adviser, but the Adviser maintained adequate profit levels to support its services to the Fund from the revenues of its overall investment advisory business, despite its subsidies to support the Fund’s operations.

4.	EXTENT OF ECONOMIES OF SCALE AS THE FUND GROWS

5.	BENEFITS DERIVED FROM THE RELATIONSHIP WITH THE FUND

The Trustees considered the direct and indirect benefits that could be realized by the Adviser from its association with the Fund. The Trustees concluded that the benefits the Adviser may receive, such as greater name recognition or the ability to attract additional investor assets appear to be reasonable, and in many cases may benefit the Fund.

M.D. Sass Short Term U.S. Government Agency Income Fund

Basis for Trustees’ Approval of Investment Advisory Agreement (Continued)

CONCLUSIONS

M.D. Sass Funds

Notice of Privacy Policy & Practices

We collect non-public personal information about you from the following sources:

•	information we receive about you on applications or other forms;

•	information you give us orally; and

•	information about your transactions with us or others.

We do not disclose any non-public personal information about our shareholders or former shareholders without the shareholder’s authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated parties and unaffiliated third parties with whom we have contracts for servicing the Funds. We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibility. All shareholder records will be disposed of in accordance with applicable law. We maintain physical, electronic and procedural safeguards to protect your non-public personal information and require third parties to treat your non-public personal information with the same high degree of confidentiality.

In the event that you hold shares of the Funds through a financial intermediary, including, but not limited to, a broker-dealer, bank or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with unaffiliated third parties.

M.D. Sass Funds

Additional Information

(Unaudited)

Indemnifications

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that provide general indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have 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 Board of Trustees of the Trust (the “Board”). 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 1-855-MDS-FUND (1-855-637-3863).

			Number of
		Term of	Portfolios		Other Directorships
	Position(s)	Office and	in Trust		Held by Trustee
Name, Address	Held with	Length of	Overseen	Principal Occupation(s)	During the
and Year of Birth	the Trust	Time Served	by Trustee	During the Past Five Years	Past Five Years

Independent Trustees

Michael D. Akers, Ph.D.	Trustee	Indefinite	26	Professor Emeritus of	Independent Trustee,
615 E. Michigan St.		Term; Since		Accounting, Marquette	USA MUTUALS (an
Milwaukee, WI 53202		August 22,		University (June 2019-	open-end investment
Year of Birth: 1955		2001		present); Professor,	company with two
				Department of Accounting,	portfolios).
				Marquette University
				(2004-May 2019);
				Chair, Department of
				Accounting, Marquette
				University (2004-2017).

Gary A. Drska	Trustee	Indefinite	26	Pilot, Frontier/Midwest Airlines,	Independent Trustee,
615 E. Michigan St.		Term; Since		Inc. (airline company)	USA MUTUALS (an
Milwaukee, WI 53202		August 22,		(1986-present).	open-end investment
Year of Birth: 1956		2001			company with two
					portfolios).

Jonas B. Siegel	Trustee	Indefinite	26	Retired (2011-present);	Independent Trustee,
615 E. Michigan St.		Term; Since		Managing Director, Chief	Gottex Trust (an open-end
Milwaukee, WI 53202		October 23,		Administrative Officer (“CAO”)	investment company)
Year of Birth: 1943		2009		and Chief Compliance Officer	(2010-2016); Independent
				(“CCO”), Granite Capital	Manager, Ramius IDF
				International Group, L.P.	fund complex (two
				(an investment management	closed-end investment
				firm) (1994-2011).	companies) (2010-2015);
					Independent Trustee,
					Gottex Multi-Asset
					Endowment fund complex
					(three closed-end
					investment companies)
					(2010-2015); Independent
					Trustee, Gottex Multi-
					Alternatives fund complex
					(three closed-end
					investment companies)
					(2010-2015).

M.D. Sass Funds

Additional Information (Continued)

(Unaudited)

			Number of
		Term of	Portfolios		Other Directorships
	Position(s)	Office and	in Trust		Held by Trustee
Name, Address	Held with	Length of	Overseen	Principal Occupation(s)	During the
and Year of Birth	the Trust	Time Served	by Trustee	During the Past Five Years	Past Five Years

Interested Trustee and Officers

Joseph C. Neuberger*	Chairperson	Indefinite	26	President (2017-present),	Trustee; USA MUTUALS
615 E. Michigan St.	and	Term; Since		Chief Operating Officer	(an open-end investment
Milwaukee, WI 53202	Trustee	August 22,		(2016-present), Executive	company) (2001-2018);
Year of Birth: 1962		2001		Vice President (1994-2017),	Trustee, Buffalo
				U.S. Bancorp Fund	Funds (an open-end
				Services, LLC.	investment company)
					(2003-2017).

John P. Buckel	President	Indefinite	N/A	Vice President, U.S. Bancorp Fund	N/A
615 E. Michigan St.	and	Term; Since		Services, LLC (2004-present).
Milwaukee, WI 53202	Principal	January 24,
Year of Birth: 1957	Executive	2013
	Officer

Jennifer A. Lima	Vice	Indefinite	N/A	Vice President, U.S. Bancorp Fund	N/A
615 E. Michigan St.	President,	Term; Since		Services, LLC (2002-present).
Milwaukee, WI 53202	Treasurer	January 24,
Year of Birth: 1974	and	2013
	Principal
	Financial and
	Accounting
	Officer

Elizabeth B. Scalf	Chief	Indefinite	N/A	Senior Vice President, U.S.	N/A
615 E. Michigan St.	Compliance	Term; Since		Bancorp Fund Services, LLC
Milwaukee, WI 53202	Officer,	July 1,		(February 2017-present);
Year of Birth: 1985	Vice	2017		Vice President and Assistant
	President and			CCO, Heartland Advisors, Inc.
	Anti-Money			(December 2016-January 2017);
	Laundering			Vice President and CCO,
	Officer			Heartland Group, Inc.
				(May 2016-November 2016);
				Vice President, CCO and
				Senior Legal Counsel
				(May 2016-November 2016),
				Assistant CCO and Senior Legal
				Counsel (January 2016-April 2016),
				Senior Legal and Compliance
				Counsel (2013-2015), Heartland
				Advisors, Inc.

Jay S. Fitton	Secretary	Indefinite	N/A	Assistant Vice President,	N/A
615 E. Michigan St.		Term; Since		U.S. Bancorp Fund Services,
Milwaukee, WI 53202		July 22,		LLC (2019-present); Partner,
Year of Birth: 1970		2019		Practus, LLP (2018-2019);
				Counsel, Drinker Biddle &
				Reath (2016-2018); Counsel,
				Huntington Bancshares Inc.
				(2011-2015).

*	Mr. Neuberger is an “interested person” of the Trust as defined by the 1940 Act by virtue of the fact that he is a board member and an interested person of Quasar Distributors, LLC (the “Distributor”), the Funds’ principal underwriter.

M.D. Sass Funds

Additional Information (Continued)

(Unaudited)

			Number of
		Term of	Portfolios		Other Directorships
	Position(s)	Office and	in Trust		Held by Trustee
Name, Address	Held with	Length of	Overseen	Principal Occupation(s)	During the
and Year of Birth	the Trust	Time Served	by Trustee	During the Past Five Years	Past Five Years

Kelly A. Burns	Assistant	Indefinite	N/A	Assistant Vice President, U.S.	N/A
615 E. Michigan St.	Treasurer	Term; Since		Bancorp Fund Services, LLC
Milwaukee, WI 53202		April 23,		(2011-present).
Year of Birth: 1987		2015

Melissa Aguinaga	Assistant	Indefinite	N/A	Assistant Vice President, U.S.	N/A
615 E. Michigan St.	Treasurer	Term; Since		Bancorp Fund Services, LLC
Milwaukee, WI 53202		July 1,		(2010-present).
Year of Birth: 1987		2015

Laura A. Carroll	Assistant	Indefinite	N/A	Assistant Vice President, U.S.	N/A
615 E. Michigan St.	Treasurer	Term; Since		Bancorp Fund Services, LLC
Milwaukee, WI 53202		August 20,		(2007-present).
Year of Birth: 1985		2018

FEDERAL TAX INFORMATION (Unaudited)

For the fiscal year ended May 31, 2019, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

M.D. Sass Equity Income Plus Fund

100.00%

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended May 31, 2019 was as follows:

M.D. Sass Equity Income Plus Fund

97.98%

A NOTE ON FORWARD LOOKING STATEMENTS (Unaudited)

Except for historical information contained in this report for the Funds, the matters discussed in this report may constitute forward-looking statements made pursuant to the safe-harbor provisions of the Private 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 Funds 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 Funds to differ materially as compared to benchmarks associated with the Funds.

ADDITIONAL INFORMATION (Unaudited)

The Funds have adopted proxy voting policies and procedures that delegate to the Advisers the authority to vote proxies. A description of the Funds’ proxy voting policies and procedures is available without charge, upon request, by calling the Funds toll free at 1-855-MDS-FUND (1-855-637-3863). A description of these policies and procedures is also included in the Funds’ Statement of Additional Information, which is available on the SEC’s website at http://www.sec.gov.

The Funds’ proxy voting record for the most recent 12-month period ended June 30 is available without charge, upon request, by calling, toll free, 1-855-MDS-FUND (1-855-637-3863), or by accessing the SEC’s website at http://www.sec.gov.

The Funds file a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q (through the quarter ended February 29, 2020) or Part F of Form N-PORT (beginning with filings thereafter). Shareholders may view the Funds’ Forms N-PORT and N-Q on the SEC’s website at http://www.sec.gov.

HOUSEHOLDING (Unaudited)

In an effort to decrease costs, the Funds intend to reduce the number of duplicate prospectuses and annual and semi-annual reports you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Funds reasonably believe are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-855-MDS-FUND (1-855-637-3863) to request individual copies of these documents. Once the Funds receive notice to stop householding, the Funds will begin sending individual copies 30 days after receiving your request. This policy does not apply to account statements.

(This Page Intentionally Left Blank.)

M.D. SASS FUNDS

Investment Advisers	Equity Income Plus Fund
	M.D. Sass, LLC
	55 West 46th Street, 28th Floor
	New York, New York 10036

	Short Term U.S. Government Agency Income Fund
	M.D. Sass Investors Services, Inc.
	55 West 46th Street, 28th Floor
	New York, New York 10036

Legal Counsel	Godfrey & Kahn, S.C.
	833 East Michigan Street, Suite 1800
	Milwaukee, Wisconsin 53202

Independent Registered Public	Cohen & Company, Ltd.
Accounting Firm	1350 Euclid Avenue
	Suite 800
	Cleveland, Ohio 44115

Transfer Agent, Fund Accountant and	U.S. Bancorp Fund Services, LLC
Fund Administrator	615 East Michigan Street
	Milwaukee, Wisconsin 53202

Custodian	U.S. Bank, N.A.
	Custody Operations
	1555 North RiverCenter Drive
	Milwaukee, Wisconsin 53212

Distributor	Quasar Distributors, LLC
	777 East Wisconsin Avenue, 6th Floor
	Milwaukee, Wisconsin 53202

This report is intended for shareholders of the Funds and may not be used as sales literature unless preceded or accompanied by a current prospectus.

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. Investments.

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

(b)	Not Applicable.

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.

Item 11. Controls and Procedures.

(a)

The Registrant’s President and Treasurer 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 last fiscal half-year 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 13. 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. Not Applicable.

(2) A separate certification for each principal executive and principal financial officer 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.

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

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

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/ John Buckel

John Buckel, President

Date 1/29/2020

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/ John Buckel

John Buckel, President

Date 1/29/2020

By (Signature and Title)* /s/ Jennifer Lima

Jennifer Lima, Treasurer

Date 1/29/2020

* Print the name and title of each signing officer under his or her signature.

/s/ John Buckel John Buckel President, Trust for Professional Managers	/s/ Jennifer Lima Jennifer Lima Treasurer, Trust for Professional Managers
Dated: 1/29/2020