Semi-Annual Report

Terra Firma US Concentrated Realty Equity Fund

Institutional Class Shares (TFRIX)

Open Class Shares (TFREX)

June 30, 2020

Investment Adviser

Terra Firma Asset Management LLC

75 Broadway Street, Suite 202

San Francisco, California 94111

Beginning on January 1, 2021, as permitted by regulations adopted by the SEC, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.terrafirmafunds.com), 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 Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling 1-844-40TERRA (1-844-408-3772), sending an e-mail request to info@terrafirmaam.com, or by visiting www.terrafirmafunds.com.

Table of Contents

LETTER TO SHAREHOLDERS			3

EXPENSE EXAMPLE			6

INVESTMENT HIGHLIGHTS			8

SCHEDULE OF INVESTMENTS			11

STATEMENT OF ASSETS AND LIABILITIES			13

STATEMENT OF OPERATIONS			14

STATEMENTS OF CHANGES IN NET ASSETS			15

FINANCIAL HIGHLIGHTS			16

NOTES TO FINANCIAL STATEMENTS			20

BASIS FOR TRUSTEES’ APPROVAL
OF INVESTMENT ADVISORY AGREEMENT			30

NOTICE OF PRIVACY POLICY & PRACTICES			33

ADDITIONAL INFORMATION			34

Terra Firma US Concentrated Realty Equity Fund (the “Fund”)

Midyear Commentary – June 30, 2020

MARKET OVERVIEW

The MSCI US REIT Index (the “Index”) posted a total return of 11.70% during the second quarter of 2020, recouping some of its losses sustained in March and April, and has now returned -18.45% through the first half of 2020. This compares to the S&P 500 Index (the “S&P 500”) posting a total return of 20.54% for the second quarter of 2020 and -3.08% for the first six months. While real estate investment trusts (REITs) kept pace with the S&P 500 for most of the first quarter, REITs have underperformed since that time as the uncertainties around the extent and duration of the Covid pandemic weighed on performance as well as concerns on the pandemic’s longer-term impact on demand in some sectors such as retail and hospitality. As such, those two sectors were the weakest for the Index during the first half of 2020 with total returns of -37.29% and -51.81%, respectively. In contrast, the Industrial and Specialized REITs sectors, which have been less economically impacted by the pandemic, are up 2.94% and 6.68%, respectively.

PORTFOLIO REVIEW

For the six-month period ended June 30, 2020, the Institutional Class shares of the Fund posted a -13.76% total return, outperforming the MSCI US REIT Index. Second quarter relative performance was also positive relative to the Index, with returns of 13.08% for the Fund against returns of 11.70% for the Index. On a year-to-date basis, outperformance was driven by both sector allocation and stock selection, with a slightly heavier contribution from sector allocations as the impact of the Covid pandemic has impacted real estate sectors quite differently. The combination of the Fund’s overweight position in Specialized REITs and an underweight in Retail REITs helped drive performance while an underweight to Industrial REITs detracted from performance. From a stock selection perspective, American Tower (Cell Towers), Americold (Cold Storage Warehouses), and Equinix (Data Centers) contributed most positively to relative performance with all three companies benefiting from strong business models that proved to be relatively immune to the economic slowdown so far. In addition, these businesses have the potential to benefit from changes as a result of the pandemic, whether that is a faster shift to cloud computing due to working from home (Cell Towers and Data Centers), or a need for more food storage as it moves through the supply chain with a shift from restaurant to home demand. Meanwhile, positions in Simon Property Group, Inc. (Regional Malls), Pebblebrook Hotel Trust (Lodging), and Essex Property Trust, Inc. (Multifamily) detracted most from relative performance, with Simon being impacted by retail closures and a further move of shopping on-line and Pebblebrook suffering from a massive slowdown in travel (and shuttered hotels) and subsequently very low occupancy levels. In contrast, while Essex has been able to generally maintain occupancy and keep high rent collections, there are concerns around longer-term demand for its West-Coast focused portfolio due to fears of out-migration to lower cost areas and the ability of renters to afford rent payments once the government unemployment stimulus program stops.

OUTLOOK

The onset of the COVID-19 Coronavirus and with it the temporary shutdown of much of the U.S. economy is having and likely will continue to have profound implications for commercial real estate and listed U.S. REITs. We expect property market conditions to vary dramatically by sector. For the property sectors affected immediately by the shutdown – lodging, retail and healthcare (assisted living and nursing homes), we expect REIT management teams in these sectors to focus on restructuring leasing agreements

with tenants and borrowing agreements with lenders to enable portfolio survival and an eventual return to normal operations. For property sectors experiencing indirect effects of the shutdown – apartments, single family rental, manufactured home communities, self-storage, office and industrial, we expect some near-term pressure on rent collectability, offset by the expectation that occupancy levels will remain constant (and possibly rise) as occupants postpone any near term plans to move or switch properties.

We believe there are a handful of REIT property sectors that will not be dramatically impacted by the new economic reality, and may in fact see growth in customer demand. REITs in the datacenter, cell tower, medical research, drug development, and medical office sectors are all likely to realize near term and long term increases in demand for their facilities and services. In our view, this demand should be fueled by the need to immediately combat the spread of and eventually eradicate the COVID-19 Coronavirus and the long term necessity to change workplace practices, modify the movement and delivery of goods and services, as well as meet rapidly increasing demand for data processing and telecommunications services.

In our opinion, U.S. REITS are well positioned to survive a near term recession and turbulent capital markets. Drawing on the painful experience of the Global Financial Crisis (GFC), REIT management teams have built balance sheets that are in very good condition, in our opinion. With the typical REIT maintaining over 4.0x fixed charge coverage, less than 10% of all outstanding debt maturing in the next 12 months, and access to existing borrowing facilities, REITs are well positioned to weather potential asset-level challenges. In the sectors least affected by current market conditions, we believe many real estate companies are well positioned to access the debt and equity markets to pursue highly accretive acquisition and development opportunities that inevitably arise amid the fog of economic tumult.

Interest rates and borrowing costs are likely to remain extremely low for the foreseeable future, as the Federal Reserve has clearly communicated its intent to maintain economic and capital markets stability, setting the stage for an eventual U.S. economic recovery. Construction activity (new supply) will likely remain limited or non-existent for at least 2-3 years, enabling landlords to maintain occupancy levels and modestly grow rents.

Despite challenging market conditions, our REIT investment outlook is highly constructive, albeit selective. With the average REIT trading at a 10-20% discount to underlying property Net Asset Value (NAV) based on analyst estimates and with the MSCI US REIT Index dividend yield in excess of 4%, we see opportunities to make attractive investments, particularly in sectors that may only experience shorter-lived pain stemming from current market conditions. As U.S. REIT investors, we believe our Fund is well positioned to weather the current economic storm and selectively capitalize on the opportunities presented by heavily discounted REIT valuations.

One cannot invest directly in an index. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.

The MSCI US REIT Index: The MSCI US REIT Index is a free float-adjusted market capitalization weighted index that is comprised of equity Real Estate Investment Trusts (REITs). The index is based on the MSCI USA Investable Market Index (IMI), its parent index, which captures the large, mid and small cap segments of the USA market. With 142 constituents, it represents about 99% of the US

REIT universe and securities are classified under the Equity REITs Industry (under the Real Estate Sector) according to the Global Industry Classification Standard (GICS^®), have core real estate exposure (i.e., only selected Specialized REITs are eligible) and carry REIT tax status.

S&P 500 Index: The S&P 500 Index is a broad based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. Short term performance in particular, is not a good indication of the fund’s future performance and an investment should not be made based solely on returns.

Sector composition financial data and analytics provider is FactSet.

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

Past performance is not a guarantee of future results.

Fund holdings and sector allocations are subject to change and should not be considered recommendations to buy or sell any security. Please refer to the Schedule of Investments in this report for full holdings information.

Must be preceded or accompanied by a prospectus.

Investing involves risk. Principal loss is possible. The Fund is a non-diversiﬁed fund, meaning it may invest its assets in fewer individual holdings than a diversiﬁed fund. Therefore, the Fund is more exposed to individual stock volatility than a diversiﬁed fund. Investments in real estate companies and REITs involve unique risks, including limited financial resources, they may trade less frequently and in limited volume, and they may be more volatile than other securities. In addition, securities in the real estate sector are subject to certain risks associated with direct ownership of real estate and the risk that the value of their underlying real estate may go down. Investments in small and mid-sized companies have historically been subject to greater investment risk than large company stocks. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investments in Asset‐Backed and Mortgage‐Backed Securities include additional risks that investors should be aware of such as credit risk, prepayment risk, possible illiquidity and default, as well as increased susceptibility to adverse economic developments. The Fund may use certain types of investment derivatives. Derivatives involve risks different from, and in certain cases, greater than the risks presented by more traditional investments. Derivatives may involve certain costs and risk such as liquidity, interest rate, market, credit, management and the risk that a position could not be closed when most advantageous. Investing in derivatives could lose more than the amount invested. Investments in foreign securities include the risk that the Fund’s investments will be affected by political, regulatory, and economic risks not present in domestic investments.

“Dividend Yield”, displayed as a percentage, is the amount of money a company pays shareholders for owning a share of its stock divided by its current stock price.

“Net Asset Value” equals the estimated market value of a real estate company’s total assets minus the value of all liabilities, and is usually displayed as net asset value per share, which divides Net Asset Value by the number of common shares outstanding.

Quasar Distributors, LLC, distributor.

Terra Firma US Concentrated Realty Equity Fund

Expense Example

(Unaudited)

As a shareholder of the Fund, you incur two types of costs, (1) transaction costs and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees (Open Class shares only), and other Fund expenses (as applicable). This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the six-month period and held for the entire period from January 1, 2020 to June 30, 2020.

Actual Expenses

The first line of each of the following tables provides information about actual account values and actual expenses. In addition, you will be assessed fees for outgoing wire transfers, returned checks and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent. If you request that a redemption be made by wire transfer, currently a $15.00 fee is charged by the Fund’s transfer agent. IRA accounts will be charged a $15.00 annual maintenance fee. To the extent the Fund invests in shares of exchange-traded funds or other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Fund invests in addition to the expenses of the Fund. Actual expenses of the underlying funds are expected to vary among the various underlying funds. These expenses are not included in the example. The example includes, but is not limited to, management fees, fund administration and accounting, custody and transfer agent fees. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of each of the following tables provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Terra Firma US Concentrated Realty Equity Fund

Expense Example (Continued)

(Unaudited)

			Expenses Paid
	Beginning	Ending	During Period
	Account Value	Account Value	January 1, 2020 –	Annualized
	January 1, 2020	June 30, 2020	June 30, 2020*	Expense Ratio
Institutional Class Shares
Actual	$1,000.00	$ 862.40	$4.63	1.00%
Hypothetical (5% return
before expenses)	$1,000.00	$1,019.89	$5.02	1.00%

Open Class Shares
Actual	$1,000.00	$ 861.10	$5.83	1.26%
Hypothetical (5% return
before expenses)	$1,000.00	$1,018.60	$6.32	1.26%

*	Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect one-half year period).

Terra Firma US Concentrated Realty Equity Fund

Investment Highlights

(Unaudited)

The primary investment objective of the Fund is long-term capital appreciation, with current income, including interest and dividend from portfolio securities, as a secondary objective. Under normal market conditions, the Fund invests at least 80% of its net assets in equity securities of US Realty Companies and synthetic instruments related to US Realty Companies. The Fund’s allocation of portfolio holdings as of June 30, 2020 was as follows:

Portfolio Allocation

(% of Investments)

Continued

Terra Firma US Concentrated Realty Equity Fund

Investment Highlights (Continued)

(Unaudited)

Average Annual Total Returns – As of June 30, 2020

					Since
	Six	One	Three	Five	Inception
	Months	Year	Year	Year	(9/26/2011)
Terra Firma US Concentrated
Realty Equity Fund –
Institutional Class⁽¹⁾	-13.76%	-7.24%	1.91%	5.02%	9.93%
MSCI US REIT Index	-18.45%	-12.87%	0.08%	4.08%	8.52%
MSCI USA IMI Core
Real Estate Index	-19.08%	-14.12%	-1.09%	2.80%	7.40%

					Since
	Six	One	Five	Ten	Inception
	Months	Year	Year	Year	(12/31/2008)
Terra Firma US Concentrated
Realty Equity Fund –
Open Class⁽¹⁾⁽²⁾	-13.89%	-7.48%	4.75%	10.00%	13.77%
MSCI US REIT Index	-18.45%	-12.87%	4.08%	9.06%	10.76%
MSCI USA IMI Core
Real Estate Index	-19.08%	-14.12%	2.80%	7.90%	9.50%

(1)

Performance figures for Institutional Class shares and Open Class shares reflect the historical performance of the then-existing shares of the Lazard US Realty Equity Portfolio (the “Predecessor Portfolio”) (the predecessor to the Fund, for which Lazard Asset Management LLC served as the investment adviser), a series of The Lazard Funds, Inc., for periods from September 26, 2011 to June 19, 2020.

(2)

Performance figures for Open Class shares also reflect the historical performance of the then-existing shares of the predecessor fund to the Predecessor Portfolio, the Grubb & Ellis AGA U.S. Realty Fund (the “Predecessor Fund”) (for which Grubb & Ellis Alesco Global Advisors, LLC served as the investment adviser), for periods prior to September 26, 2011.

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 1-844-40TERRA (1-844-408-3772).

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 following graphs do not reflect any future performance.

The MSCI USA IMI Core Real Estate Index is a free float-adjusted market capitalization index that consists of large, mid and small cap stocks engaged in the ownership, development and management of specific core property type real estate. The index excludes

Continued

Terra Firma US Concentrated Realty Equity Fund

Investment Highlights (Continued)

(Unaudited)

companies, such as real estate services and real estate financing companies, that do not own properties. The MSCI US REIT Index is a free float-adjusted market capitalization weighted index that is comprised of equity Real Estate Investment Trusts (REITs). The index is based on the MSCI USA Investable Market Index (IMI), its parent index, which captures the large, mid and small cap segments of the USA market. With 142 constituents, it represents about 99% of the US REIT universe and securities are classified under the Equity REITs Industry (under the Real Estate Sector) according to the Global Industry Classification Standard (GICS^®), have core real estate exposure (i.e., only selected Specialized REITs are eligible) and carry REIT tax status. One cannot invest directly in an index.

Terra Firma US Concentrated Realty Equity Fund – Institutional Class

Terra Firma US Concentrated Realty Equity Fund – Open Class

Terra Firma US Concentrated Realty Equity Fund

Schedule of Investments

June 30, 2020 (Unaudited)

	Shares		Value
COMMON STOCKS – 1.30%

Traveler Accommodation – 1.30%
Hilton Worldwide Holdings, Inc.		5,587	$	410,365
TOTAL COMMON STOCKS (Cost $369,438)				410,365

REAL ESTATE INVESTMENT TRUSTS – 97.47%

Activities Related to Real Estate – 1.57%
Brixmor Property Group, Inc.		38,724		496,442

Lessors of Real Estate – 68.08%
American Homes 4 Rent		33,511		901,446
Apartment Investment and Management Co.		16,697		628,475
AvalonBay Communities, Inc.		8,716		1,347,842
Boston Properties, Inc.		9,683		875,149
Equity LifeStyle Properties, Inc.		19,057		1,190,681
Essex Property Trust, Inc.		7,939		1,819,381
Federal Realty Investment Trust		7,126		607,206
Healthpeak Properties, Inc.		61,007		1,681,353
Hudson Pacific Properties, Inc.		12,180		306,449
iStar, Inc.		142,007		1,749,526
National Storage Affiliates Trust		16,894		484,182
Pebblebrook Hotel Trust		46,253		631,816
Physicians Realty Trust		61,083		1,070,174
Prologis, Inc.		35,314		3,295,856
Public Storage		6,622		1,270,696
Simon Property Group, Inc.		17,931		1,226,122
Sun Communities, Inc.		4,948		671,345
VICI Properties, Inc.		59,446		1,200,215
Vornado Realty Trust		13,819		528,024
				21,485,938

Offices of Real Estate Agents and Brokers – 8.14%
Alexandria Real Estate Equities, Inc.		10,130		1,643,592
Invitation Homes, Inc.		33,634		925,944
				2,569,536

Other Financial Investment Activities – 2.38%
Americold Realty Trust		20,726		752,354

Other Professional, Scientific, and Technical Services – 1.52%
Extra Space Storage, Inc.		5,186		479,031

Other Telecommunications – 14.59%
American Tower Corp.		4,666		1,206,348

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

Terra Firma US Concentrated Realty Equity Fund

Schedule of Investments (Continued)

June 30, 2020 (Unaudited)

	Shares		Value
Other Telecommunications – 14.59% (Continued)
Crown Castle International Corp.		2,736	$	457,870
Equinix, Inc.		4,185		2,939,125
				4,603,343
Traveler Accommodation – 1.19%
Sunstone Hotel Investors, Inc.		46,056		375,356
TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $27,767,350)				30,762,000

SHORT-TERM INVESTMENTS – 0.00% (a)
U.S. Bank Money Market Deposit Account, 0.500% (b)		903		903
TOTAL SHORT-TERM INVESTMENTS (Cost $903)				903
Total Investments (Cost $28,137,691) – 98.77%				31,173,268
Other Assets in Excess of Liabilities – 1.23%				387,206
TOTAL NET ASSETS – 100.00%			$	31,560,474

Percentages are stated as a percent of net assets.

(a)	Less than 0.05%.
(b)	Seven day yield as of June 30, 2020.

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

Terra Firma US Concentrated Realty Equity Fund

Statement of Assets and Liabilities

June 30, 2020 (Unaudited)

Assets
Investments, at value (cost $28,137,691)	$	31,173,268
Cash		129,834
Receivables
Dividends and interest		96,132
Investments sold		462,088
Other assets		11,461
Total Assets		31,872,783
Liabilities
Payables:
Loans payable (See note 9)		136,000
Fund shares redeemed		84,857
Payable to Lazard		29,983
To Adviser		9,766
To affiliates		3,528
Distribution fees		5,595
Accrued expenses and other liabilities		42,580
Total Liabilities		312,309
Net Assets	$	31,560,474

Net assets consists of
Paid-in capital	$	28,841,972
Total distributable earnings		2,718,502
Net Assets	$	31,560,474

Institutional Class Shares:
Net assets	$	7,396,426
Shares of beneficial interest outstanding
(unlimited number of shares authorized, $0.001 par value)		452,091
Net asset value, offering and redemption price per share	$	16.36

Open Class Shares:
Net assets	$	24,164,048
Shares of beneficial interest outstanding
(unlimited number of shares authorized, $0.001 par value)		1,470,955
Net asset value, offering and redemption price per share	$	16.43

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

Terra Firma US Concentrated Realty Equity Fund

Statement of Operations

Six Months Ended June 30, 2020 (Unaudited)

Investment Income
Dividends	$	540,594
Investment interest income		2,329
Total Investment Income		542,923

Expenses
Management fees		134,616
Distribution fees – Open Class Shares		33,872
Audit and tax fees		17,611
Federal and state registration fees		15,380
Custody fees		13,724
Administration and accounting fees		9,184
Transfer agent fees and expenses		8,751
Legal fees		6,462
Reports to shareholders		6,190
Service provider fees and expenses		3,528
Trustees’ fees and expenses		1,851
Interest expense		141
Other expenses		3,259
Total Expenses		254,569
Less waivers and reimbursement by Adviser (Note 4)		(40,923	)
Net Expenses		213,646

Net Investment Income		329,277

Realized and Unrealized Loss on Investments
Net realized loss on investments		(2,161,818	)


Net change in unrealized appreciation (depreciation) on investments		(4,260,209	)

Net Realized and Unrealized Loss on Investments		(6,422,027	)
Net Decrease in Net Assets from Operations	$	(6,092,750	)

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

Terra Firma US Concentrated Realty Equity Fund

Statements of Changes in Net Assets

	Six Months Ended
	June 30, 2020			Year Ended
	(Unaudited)			December 31, 2019
From Operations
Net investment income	$	329,277		$	802,031
Net realized gain (loss) on investments		(2,161,818	)		7,866,962
Net change in unrealized
appreciation (depreciation) on investments		(4,260,209	)		7,944,841
Net increase (decrease) in net assets
resulting from operations		(6,092,750	)		16,613,834


From Distributions
Net dividends and distributions – Institutional Class		—			(1,608,571	)
Net dividends and distributions – Open Class		—			(4,289,259	)
Net decrease in net assets resulting
from dividends and distributions paid		—			(5,897,830	)


From Capital Share Transactions
Proceeds from shares sold – Institutional Class		80,225			5,198,049
Proceeds from shares sold – Open Class		235,833			2,162,844
Net asset value of shares issued
to shareholders in payment of
distributions declared – Institutional Class		—			1,556,998
Net asset value of shares issued
to shareholders in payment of
distributions declared – Open Class		—			4,239,121
Payment for shares redeemed – Institutional Class		(4,334,141	)		(14,307,586	)
Payment for shares redeemed – Open Class		(2,448,504	)		(25,107,133	)
Net decrease in net assets
from capital share transactions		(6,466,587	)		(26,257,707	)
Total Decrease in Net Assets		(12,559,337	)		(15,541,703	)


Net Assets
Beginning of period		44,119,811			59,661,514
End of period	$	31,560,474		$	44,119,811

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

Terra Firma US Concentrated Realty Equity Fund

Financial Highlights

Institutional Class

	Six Months Ended
	June 30, 2020
	(Unaudited)
Net Asset Value, Beginning of Period	$	18.97

Income (loss) from investment operations:
Net investment income⁽¹⁾		0.17
Net realized and unrealized gain (loss)		(2.78	)
Total from investment operations		(2.61	)

Less distributions:
From net investment income		—
From net realized gains		—
Total distributions paid		—

Redemption fees		—

Net Asset Value, End of Period	$	16.36

Total Return⁽³⁾⁽⁴⁾		-13.76	%

Ratios and Supplemental Data:
Net assets, end of period (in thousands)	$	7,396
Ratio of expenses to average net assets:
After waivers and reimbursements of expenses⁽⁵⁾		1.00	%
Before waivers and reimbursements of expenses⁽⁵⁾		1.29	%
Ratio of net investment income to average net assets⁽⁵⁾		1.71	%
Portfolio turnover rate⁽⁴⁾		15	%

⁽¹⁾	Net investment income has been computed using the average shares method.
⁽²⁾	Amount is less than $0.01 per share.
⁽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.

Year Ended December 31,
2019			2018			2017			2016			2015
$	16.69		$	18.85		$	19.37		$	18.93		$	19.71


	0.29			0.28			0.31			0.29			0.33
	4.62			(1.74	)		1.18			0.72			0.55
	4.91			(1.46	)		1.49			1.01			0.88


	(0.47	)		(0.32	)		(0.37	)		(0.31	)		(0.38	)
	(2.16	)		(0.38	)		(1.64	)		(0.26	)		(1.28	)
	(2.63	)		(0.70	)		(2.01	)		(0.57	)		(1.66	)

	—			—			—			0.00	⁽²⁾		0.00	⁽²⁾

$	18.97		$	16.69		$	18.85		$	19.37		$	18.93

	29.73	%		-7.77	%		7.93	%		5.31	%		4.63	%


$	11,255		$	15,715		$	18,724		$	19,625		$	21,143

	1.00	%		1.00	%		1.02	%		1.05	%		1.05	%
	1.18	%		1.09	%		1.09	%		1.12	%		1.09	%
	1.46	%		1.56	%		1.55	%		1.50	%		1.64	%
	19	%		52	%		32	%		41	%		51	%

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

Terra Firma US Concentrated Realty Equity Fund

Financial Highlights

Open Class

	Six Months Ended
	June 30, 2020
	(Unaudited)
Net Asset Value, Beginning of Period	$	19.08

Income (loss) from investment operations:
Net investment income⁽¹⁾		0.15
Net realized and unrealized gain (loss)		(2.80	)
Total from investment operations		(2.65	)

Less distributions:
From net investment income		—
From net realized gains		—
Total distributions paid		—

Redemption fees		—

Net Asset Value, End of Period	$	16.43

Total Return⁽³⁾⁽⁴⁾		-13.89	%

Ratios and Supplemental Data:
Net assets, end of period (in thousands)	$	24,164
Ratio of expenses to average net assets:
After waivers and reimbursements of expenses⁽⁵⁾		1.26	%
Before waivers and reimbursements of expenses⁽⁵⁾		1.47	%
Ratio of net investment income to average assets⁽⁵⁾		1.58	%
Portfolio turnover rate⁽⁴⁾		15	%

⁽¹⁾	Net investment income has been computed using the average shares method.
⁽²⁾	Amount is less than $0.01 per share.
⁽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.

Year Ended December 31,
2019			2018			2017			2016			2015
$	16.77		$	18.94		$	19.44		$	19.00		$	19.78


	0.24			0.23			0.25			0.23			0.26
	4.65			(1.75	)		1.20			0.72			0.56
	4.89			(1.52	)		1.45			0.95			0.82


	(0.42	)		(0.27	)		(0.31	)		(0.25	)		(0.32	)
	(2.16	)		(0.38	)		(1.64	)		(0.26	)		(1.28	)
	(2.58	)		(0.65	)		(1.95	)		(0.51	)		(1.60	)

	—			—			—			0.00	⁽²⁾		0.00	⁽²⁾

$	19.08		$	16.77		$	18.94		$	19.44		$	19.00

	29.42	%		-8.60	%		7.69	%		4.99	%		4.34	%


$	32,964		$	43,946		$	47,811		$	59,307		$	75,907

	1.27	%		1.29	%		1.30	%		1.34	%		1.32	%
	1.38	%		1.29	%		1.30	%		1.34	%		1.32	%
	1.23	%		1.27	%		1.24	%		1.17	%		1.32	%
	19	%		52	%		32	%		41	%		51	%

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

Terra Firma US Concentrated Realty Equity Fund

Notes to Financial Statements

June 30, 2020 (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 Terra Firma US Concentrated Realty Equity Fund (the “Fund”) represents a distinct non-diversified series with its own investment objective and policies within the Trust. The investment objective of the Fund is to achieve long-term capital appreciation, with current income, including interest and dividends from portfolio securities, as a secondary objective. The Trust may issue an unlimited number of shares of beneficial interest at $0.001 par value. The assets of the Fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held.

	The Fund currently offers Institutional Class shares and Open Class shares. Institutional Class shares and Open Class shares are made available through investment advisers, banks, trust companies or authorized representatives without a sales charge. Open Class shares are subject to a 0.25% distribution fee. Under a distribution plan pursuant to Rule 12b-1 under the 1940 Act, Institutional Class shares are not subject to a distribution fee.

	Pursuant to a tax-free reorganization that took place after the close of business on June 19, 2020 (the “Reorganization”), the Fund is the successor to the Lazard US Realty Equity Portfolio, a series of The Lazard Funds, Inc. (the “Predecessor Portfolio”). The Predecessor Portfolio had substantially the same investment objectives, strategies and policies as the Fund.

	The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services — Investment Companies”.

2.	Significant Accounting Policies

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

	(a) Investment Valuation

	Each security owned by the Fund that is listed on a securities exchange, except for securities listed on the NASDAQ Stock Market LLC (“NASDAQ”), is valued at its last sale price on that exchange on the date as of which assets are valued. When the security is listed on more than one exchange, the Fund will use the price of the exchange that the Fund generally considers to be the principal exchange on which the stock is traded.

	Fund securities listed on 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 (i) the mean between the most recent quoted bid and asked

Terra Firma US Concentrated Realty Equity Fund

Notes to Financial Statements (Continued)

June 30, 2020 (Unaudited)

	prices at the close of the exchange on such day or (ii) the latest sales price on the Composite Market for the day such security is being valued. “Composite Market” means 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 security when corporate events, events in the securities market or world events cause the Adviser to believe that a security’s last sale price may not reflect its actual fair market value. The intended effect of using fair value pricing procedures is to ensure that the Fund is accurately priced. The Board of Trustees will regularly evaluate whether the Fund’s fair value pricing procedures continue to be appropriate in light of the specific circumstances of the Fund and the quality of prices obtained through their application by the Trust’s valuation committee.

	In the case of foreign securities, the occurrence of certain events after the close of foreign markets, but prior to the time the Fund’s net asset value (“NAV”) is calculated (such as a significant surge or decline in the U.S. or other markets) often will result in an adjustment to the trading prices of foreign securities when foreign markets open on the following business day. If such events occur, the Fund will value foreign securities at fair value, taking into account such events, in calculating the NAV. In such cases, use of fair valuation can reduce an investor’s ability to seek to profit by estimating the Fund’s NAV in advance of the time the NAV is calculated.

	Redeemable securities issued by open-end, registered investment companies are valued at the NAVs of such companies for purchase and/or redemption orders placed on that day. If, on a particular day, a share of an investment company is not listed on NASDAQ, such security’s fair value will be determined. Money market mutual funds are valued at cost. If cost does not represent current market value the securities will be priced at fair value.

	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 Fund’s own assumptions in determining the fair value of investments).

Terra Firma US Concentrated Realty Equity Fund

Notes to Financial Statements (Continued)

June 30, 2020 (Unaudited)

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 Fund’s investments carried at fair value as of June 30, 2020:

	Level 1		Level 2		Level 3		Total
Assets
Common Stocks	$	410,365	$	—	$	—	$	410,365
Real Estate
Investment Trusts		30,762,000		—		—		30,762,000
Short-Term Investments		903		—		—		903
Total Investments	$	31,173,268	$	—	$	—	$	31,173,268

	For further detail on each asset class, see Schedule of Investments.

	The Fund measures Level 3 activity as of the end of the period. For the period ended June 30, 2020, the Fund 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.

	The Fund did not hold financial derivative instruments during the reporting period.

	(b) Foreign Securities and Currency Transactions

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

	The Fund does not isolate the portion of the results of operations from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Realized foreign exchange gains or losses arising from sales of portfolio securities and sales and maturities of short-term securities are reported within realized gain (loss) on investments. Net unrealized foreign exchange gains and losses arising from changes in the values of investments in securities from fluctuations in exchange rates are reported within unrealized gain (loss) on investments.

	(c) Federal Income Taxes

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

	As of and during the year ended December 31, 2019, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to uncertain tax benefits as income tax expense in the Statement of Operations. During the period, the Fund did not incur any interest or penalties. The

Terra Firma US Concentrated Realty Equity Fund

Notes to Financial Statements (Continued)

June 30, 2020 (Unaudited)

	Fund is not subject to examination by U.S. taxing authorities for tax periods prior to the year ended December 31, 2016.

	(d) Distributions to Shareholders

	The Fund will distribute any net investment income and any net realized long- or short-term capital gains at least annually. Distributions from net realized gains for book purposes may include short-term capital gains. All short-term capital gains are included in ordinary income for tax purposes. Distributions to shareholders are recorded on the ex-dividend date. The Fund may also pay a special distribution at the end of the calendar year to comply with federal tax requirements. The Fund may make additional distributions if it deems it desirable at another time during the year. Income and capital gains distributions may differ from GAAP, primarily due to timing differences in the recognition of income, gains and losses by the Fund. GAAP requires that certain components of net assets relating to permanent differences be reclassified between the components of net assets. These reclassifications have no effect on net assets or NAV per share.

	Because the Real Estate Investment Trusts (“REITs”) in which the Fund invests do not provide complete information about the taxability of their distributions until after the calendar year-end, the Fund may not be able to determine how much of its distributions are taxable to shareholders until after the January 31st deadline for issuing Form 1099-DIV. As a result, the Fund may request permission from the Internal Revenue Service each year for an extension of time to issue Form 1099-DIV until February 28th.

	(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 the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the NYSE 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 Fund 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. Distribution fees are expensed at 0.25% of average daily net assets of the Open Class shares. Expenses associated with a specific fund in the

Terra Firma US Concentrated Realty Equity Fund

Notes to Financial Statements (Continued)

June 30, 2020 (Unaudited)

	Trust are charged to that fund. Common Trust expenses are typically allocated evenly between the funds of the Trust, or by other equitable means.

	(h) Other

	Investment transactions are recorded on the trade date. The Fund determines the gain or loss from investment transactions on the identified cost basis by comparing the original cost of the security lot sold with the net sale proceeds. Dividend income, less foreign withholding tax, is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. Distributions received from the Fund’s investments in REITs are comprised of ordinary income, capital gains and return of capital, as applicable. For financial statement purposes, the Fund uses estimates to characterize these distributions received as return of capital, capital gains or ordinary income. Such estimates are based on historical information available from REIT and other industry sources. These estimates may subsequently be revised based on information received for the security after its tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end of the Fund. Changes to estimates will be recorded in the period they are known. The distributions received from REIT securities that have been classified as income and capital gains are included in dividend income and net realized gain on investments, respectively, on the Statement of Operations. The distributions received that are classified as return of capital reduced the cost of investments on the Statement of Assets and Liabilities.

3.	Federal Tax Matters

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

	Year Ended		Year Ended
	December 31, 2019		December 31, 2018
Distributions paid from:
Ordinary Income	$	815,048	$	827,749
Long-Term Capital Gain		5,082,782		1,584,317
Total distributions paid	$	5,897,830	$	2,412,066

The Fund designated as long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Fund related to net capital gain to zero for the tax year ended December 31, 2019.

Terra Firma US Concentrated Realty Equity Fund

Notes to Financial Statements (Continued)

June 30, 2020 (Unaudited)

As of December 31, 2019, the components of accumulated earnings on a tax basis were as follows:

Cost basis of investment for Federal income tax purposes	$	36,837,447
Gross tax unrealized appreciation		8,018,789
Gross tax unrealized depreciation		(835,007	)
Net tax unrealized appreciation		7,183,782
Undistributed ordinary income		—
Undistributed long-term capital gain		1,627,469
Total distributable earnings		1,627,469
Other accumulated gain (loss)		—
Total accumulated gains/(losses)	$	8,811,251

	The difference between book cost of investments and tax cost of investments is attributable primarily to publicly traded partnership adjustments and the tax deferral of losses on wash sales.

	During the year ended December 31, 2019, the Fund utilized $520,440 of realized capital loss carryovers from previous years.

	Additionally, U.S. generally accepted accounting principles require 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 December 31, 2019, the following table shows the reclassifications made:

Paid in Capital	Accumulated Deficit
$2,343,015	$2,343,015

4.	Investment Adviser

	Effective after the close of business on June 19, 2020, the Trust entered into an Investment Advisory Agreement (the “Agreement”) with Terra Firma Asset Management, LLC (the “Adviser”) to furnish investment advisory services to the Fund. Under the terms of the Agreement, the Trust, on behalf of the Fund, compensates the Adviser for its investment advisory services at an annual rate 0.75% of the Fund’s average daily net assets payable on a monthly basis. For the period June 22, 2020 through June 30, 2020, the Adviser earned fees in the amount of $5,817 from the Fund.

	Prior to the close of business on June 19, 2020, Lazard Asset Management LLC (“Lazard”), served as the Predecessor Portfolio’s investment manager. Lazard contractually agreed to waive a portion of its management fee to ensure that the Predecessor Portfolio’s total annual portfolio operating expenses (exclusive of taxes, brokerage, interest on borrowings, fees and expenses, of acquired funds, fees and expenses related to foreign tax reclaims and extraordinary expenses) did not exceed 1.00% and 1.25% of the average daily net assets of the Predecessor Portfolio’s Institutional Shares and Open Shares, respectively. For the period January 1, 2020 through June 19, 2020, the effective management fee rate (exclusive of any

Terra Firma US Concentrated Realty Equity Fund

Notes to Financial Statements (Continued)

June 30, 2020 (Unaudited)

	applicable waivers/reimbursements) was 0.75%. For the period January 1, 2020 through June 19, 2020, Lazard earned fees from the Fund in the amount of $128,799.

	Effective after the close of business on June 19, 2020, the Adviser has contractually agreed to waive its management fees and/or reimburse expenses of the Fund to ensure that the total amount of the Fund’s operating expenses (exclusive of any front-end or contingent deferred loads, Rule 12b-1 plan fees, shareholder servicing plan fees, taxes, leverage expenses (i.e., any expenses incurred in connection with borrowings made by the Fund), interest (including interest incurred in connection with bank and custody overdrafts), brokerage commissions and other transactional expenses, acquired fund fees and expenses, dividends or interest expenses on short positions, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation) for Institutional Class shares and Open Class shares do not exceed 1.00% of the Fund’s average net assets, through at least May 1, 2030, and subject thereafter to annual re-approval of the agreement by the Board of Trustees.

	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 in place at the time of the waiver or reimbursement; or (2) the expense limitation in place at the time of the 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 shows the waivers per class that are subject to potential recovery expiring on:

		Institutional Class	Open Class
	June 30, 2023	$562	$1,819

The following table shows the management fees waived by Lazard during the period of January 1, 2020 through June 19, 2020. These waivers are not subject to recoupment.

		Institutional Class	Open Class
		$12,011	$26,531

5.	Distribution Plan

	Effective after the close of business on June 19, 2020, the Trust has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”), on behalf of the Fund, which authorizes it to pay Quasar Distributors, LLC (the “Distributor”), the Fund’s distributor and principal underwriter. Pursuant to the 12b-1 Plan, the Distributor receives a distribution fee of 0.25% of the average daily net assets of the Open Class shares for services to prospective Fund shareholders and distribution of Fund shares. As of and during the period June 19, 2020 through June 30, 2020, the Fund accrued, and owed expenses related to the 12b-1 Plan as presented in the Statement of Operations and Statement of Assets and Liabilities, respectively, as follows:

		Fees Expensed	Fees Owed
	Open Shares	$1,482	$1,482

Terra Firma US Concentrated Realty Equity Fund

Notes to Financial Statements (Continued)

June 30, 2020 (Unaudited)

Prior to the close of business on June 19, 2020, the Predecessor Portfolio’s authorized distributor was Lazard Asset Management Securities LLC. Lazard Asset Management Securities LLC was paid distribution fees at an annual rate of 0.25% of the average daily net assets of the Predecessor Portfolio’s Open Shares. During the period January 1, 2020 through June 19, 2020, the Fund accrued, and owed expenses related to the Predecessor Portfolio’s 12b-1 Plan, as follows:

		Fees Expensed	Fees Owed
	Open Shares	$32,390	$4,113

6.	Related Party Transactions

	Effective after the close of business on June 19, 2020, U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“Fund Services” or the “Administrator”) acts as the Fund’s Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund’s expenses; and reviews the Fund’s expense accruals. Fund Services also serves as the fund accountant and transfer agent to the Fund. The Trust’s Chief Compliance Officer is also an employee of Fund Services. U.S. Bank National Association (“U.S. Bank”), an affiliate of Fund Services, serves as the Fund’s custodian. During the period of June 19, 2020 through June 30, 2020, the Fund incurred expenses of $3,528 related to the Administration Agreement. Those expenses were owed to Fund Services and U.S. Bank as of June 30, 2020.

	The Fund also has a line of credit with U.S. Bank (see Note 9).

	Certain officers of the Fund are also employees of Fund Services. A Trustee of the Trust is affiliated with Fund Services and U.S. Bank.

	Prior to the close of business on June 19, 2020, State Street Bank and Trust Company (“State Street”) provided the Predecessor Portfolio with custody and certain fund administration and accounting services. For the period January 1, 2020 through June 19, 2020, the Predecessor Portfolio incurred $22,901 in fees related to State Street’s services. DST served as the Predecessor Portfolio’s transfer and dividend disbursing agent. For the period January 1, 2020 through June 19, 2020, the Predecessor Portfolio incurred $8,750 in transfer agency fees.

Terra Firma US Concentrated Realty Equity Fund

Notes to Financial Statements (Continued)

June 30, 2020 (Unaudited)

7.	Capital Share Transactions

	Transaction in shares of the Fund were as follows:

	Period Ended
	June 30, 2020			Year Ended
	(Unaudited)			December 31, 2019
Institutional Shares
Shares sold		5,204			261,810
Shares reinvested		—			81,398
Shares redeemed		(146,316	)		(691,834	)
Net decrease		(141,112	)		(348,626	)
Open Shares
Shares sold		13,677			109,900
Shares reinvested		—			221,447
Shares redeemed		(265,094	)		(1,230,047	)
Net decrease		(251,417	)		(898,700	)

8.	Investment Transaction

	The aggregate purchases and sales of securities, excluding short-term investments, for the Fund for the period ended June 30, 2020, were $5,485,356 and $13,473,190, respectively. There were no purchases or sales of U.S. government securities for the Fund.

9.	Line of Credit

	Effective June 22, 2020, the Fund has a line of credit with maximum borrowing for the lesser of 33.33% of the fair value of unencumbered net assets of the Fund or $6,000,000, which expires on August 8, 2020. This line of credit is intended to provide short-term financing, if necessary, in connection with shareholder redemptions, and subject to certain restrictions and is secured by the Fund’s investments. Interest was accrued at the prime rate at the time of the loan (3.25%). The credit facility is with the Fund’s custodian, U.S. Bank. The Fund had a loan outstanding of $136,000 at the end of the period. The following table provides information regarding the usage of the line of credit from June 22 through June 30, 2020.

	Average		Maximum	Date of
	Amount of	Interest	Amount of	Maximum
Days Utilized	Borrowing	Expense*	Borrowing	Borrowing
7	$98,143	$62	$136,000	6/30/2020

	* Interest expense is reported on Statement of Operations

	Prior to the close of business on June 19, 2020, the Predecessor Portfolio had a line of credit agreement with State Street. The aggregate commitment amount was $100,000,000. Interest on borrowing is payable at the higher of the Federal Funds rate or One-Month LIBOR rate plus 1.00%, on an annualized basis. Under the agreement the Predecessor Portfolio agreed to pay a 0.20% per annum fee on the unused portion of the commitment, payable quarterly in arrears. The Predecessor

Terra Firma US Concentrated Realty Equity Fund

Notes to Financial Statements (Continued)

June 30, 2020 (Unaudited)

Portfolio also agreed to pay an upfront fee of 0.05% of the committed line amount. The following table provides information regarding the usage of the line of credit from January 1, 2020 through June 19, 2020.

	Average		Maximum	Date of
	Amount of	Interest	Amount of	Maximum
Days Utilized	Borrowing	Expense*	Borrowing	Borrowing
14	$130,000	$79	$350,000	5/19/2020

	* Interest expense is reported on Statement of Operations

10.	Recent Market Events

	U.S. and international markets have experienced significant periods of volatility in recent years due to a number of economic, political and global macro factors including the impact of the novel coronavirus (COVID-19) as a global pandemic; which has resulted in related public health issues, growth concerns in the U.S. and overseas, temporary and permanent layoffs in the private sector, rising unemployment claims, and reduced consumer spending, all of which may lead to a substantial economic downturn or recession in the U.S. and global economies. The recovery from the effects of COVID-19 is uncertain and may last for an extended period of time. These developments as well as other events, such as the upcoming U.S. presidential election, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets. As a result, the risk environment remains elevated. The Fund’s investment adviser will monitor developments and seek to manage the Fund in a manner consistent with achieving the Fund’s investment objective, but there can be no assurance that it will be successful in doing so.

11.	Subsequent Events

	The Fund has evaluated events and transactions that have occurred subsequent to June 30, 2020 and determined there were no subsequent events that would require recognition or disclosure in financial statements.

12.	Results of Shareholder Meeting

	A Special Meeting of Shareholders of the Predecessor Portfolio was held June 16, 2020, pursuant to notice given to all shareholders of record of the Predecessor Portfolio at the close of business on March 31, 2020. At the Special Meeting, shareholders were asked to the approve the Agreement and Plan of Reorganization, providing for: (i) the transfer of all of the assets and liabilities of the Predecessor Portfolio to the Fund in exchange for Institutional Class shares and Open Class shares of the Fund, and (ii) the distribution of the Institutional Class shares and Open Class shares of the Fund pro rata by the Predecessor Portfolio to its shareholders in complete liquidation of the Predecessor Portfolio.

	The tabulation of the shareholder votes rendered the following results:

	Votes For	Votes Against	Abstained
	1,019,344.349	37,700.842	77,606.048

Terra Firma US Concentrated Realty Equity Fund

Basis For Trustees’ Approval of Investment Advisory Agreement

(Unaudited)

The Board of Trustees (the “Trustees”) of Trust for Professional Managers (the “Trust”) met on April 23, 2020 to consider the initial approval of the Investment Advisory Agreement (the “Agreement”) between the Trust, on behalf of the Terra Firma US Concentrated Realty Equity Fund (the “Fund”), a series of the Trust, and Terra Firma Asset Management, LLC, the Fund’s investment adviser (the “Adviser”). In advance of the meeting, the Trustees requested and received materials to assist them in considering the approval of the Agreement, including a memorandum provided by the Fund’s legal counsel, which outlined the Trustees’ responsibilities in considering the Agreement. The materials provided contained information with respect to the factors enumerated below, including a copy 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 a summary detailing key provisions of the Adviser’s written compliance program, including its code of ethics) and other pertinent information.

Based on their evaluation of 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 Agreement for an initial term ending two years following the Fund’s commencement of operations pursuant to an effective registration statement.

DISCUSSION OF FACTORS CONSIDERED

In considering the approval 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 TO BE PROVIDED TO THE FUND

The Trustees considered the nature, extent and quality of services that would be 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 Jay P. Leupp and Christopher J. Hartung, who will serve as the Fund’s portfolio managers, and other key personnel at the Adviser who would be involved in the day-to-day activities of the Fund. The Trustees reviewed information provided by the Adviser in a due diligence questionnaire, including the structure of the Adviser’s compliance program and discussed the Adviser’s marketing activities and its commitment to the growth of Fund assets. The Trustees also noted any services that extended beyond portfolio management, and they considered the overall capability of the Adviser. The Trustees reviewed a summary of the Adviser’s compliance program and received an affirmation from the Trust’s chief compliance officer that the compliance program was compliant with Rule 206(4)-7 under the Investment Advisers Act of 1940. The Trustees concluded that the Adviser had sufficient quality and depth of personnel, resources, investment methods and compliance policies and

Terra Firma US Concentrated Realty Equity Fund

Basis For Trustees’ Approval of Investment Advisory Agreement

(Continued) (Unaudited)

procedures essential to performing its duties under the Agreement and that the nature, overall quality and extent of the management services to be provided to the Fund, as well as the Adviser’s compliance program, were satisfactory and reliable.

2.	INVESTMENT PERFORMANCE OF THE FUND AND THE ADVISER

In assessing the portfolio management services to be provided by the Adviser, the Trustees considered the investment management experience of Messrs. Leupp and Hartung, who will serve as the Fund’s portfolio managers. Because the Fund had not yet commenced operations and did not have its own performance history, the Trustees considered the performance of the Lazard US Realty Equity Portfolio, a series of The Lazard Funds, Inc., managed by Messrs. Leupp and Hartung. The Trustees noted that the Fund will not commence operations until after the closing of the reorganization of the Lazard US Realty Equity Portfolio with and into the Fund, at which time the Fund will adopt the performance history of the Lazard US Realty Equity Portfolio. The Trustees compared the performance of the Lazard US Realty Equity Portfolio to benchmark indices, the MSCI US REIT Index and the MSCI USA IMI Core Real Estate Index, for the quarter ended March 31, 2020 and the one-year, three-year, five-year, ten-year and since inception periods ended December 31, 2019. The Trustees noted that the Lazard US Realty Equity Portfolio’s performance for each period outperformed or was generally in-line with each benchmark index. The Trustees noted that the Adviser did not manage any other accounts with the same or similar investment strategies as the Fund.

After considering all of the information and noting that 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 management.

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

The Trustees considered the cost of services and the structure of the Adviser’s proposed management fee, 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 a peer group of U.S. open-end real estate funds in the Fund’s proposed Morningstar category as constructed by data presented by Morningstar Direct (the “Morningstar Peer Group”), as well as the anticipated fee waivers and expense reimbursements of the Adviser with respect to the Fund.

The Trustees also considered the overall profitability that may result from the Adviser’s management of the Fund and reviewed the Adviser’s financial information. The Trustees also examined the level of profits that could be realized by the Adviser from the fees payable under the Agreement and the expense subsidization anticipated by the Adviser.

The Trustees noted that the Fund’s proposed contractual management fee of 0.75% was equal to the Morningstar Peer Group average. The Trustees further noted that the Adviser had agreed to waive its management fee and/or reimburse fund expenses through at least May 1, 2030, so that the Fund’s total annual fund operating expenses do not exceed 1.00%

Terra Firma US Concentrated Realty Equity Fund

Basis For Trustees’ Approval of Investment Advisory Agreement

(Continued) (Unaudited)

of the Fund’s average annual assets for Institutional Class shares, which was slightly above the Morningstar Peer Group average (which excludes Rule 12b-1 fees) of 0.99%.

The Trustees concluded that the Fund’s estimated expenses and the proposed management fee to be paid to the Adviser were fair and reasonable in light of the comparative expense information and the investment management services to be provided to the Fund by the Adviser. The Trustees further concluded, based on a pro forma profitability analysis prepared by the Adviser, that while the Fund would not be profitable to the Adviser in the short-term after accounting for marketing and distribution expenses, the Adviser had adequate financial resources to support its services to the Fund, despite the anticipated subsidization of the Fund’s operations.

4.	EXTENT OF ECONOMIES OF SCALE AS THE FUND GROWS

The Trustees compared the Fund’s estimated expenses relative to its Morningstar Peer Group and discussed economies of scale. The Trustees reviewed anticipated 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 be reviewed on a regular basis. With respect to the Adviser’s fee structure, the Trustees concluded that the potential economies of scale with respect to the Fund were acceptable.

5.	BENEFITS TO BE 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.

CONCLUSIONS

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

Terra Firma US Concentrated Realty Equity Fund

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 Fund. 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 Fund 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.

Terra Firma US Concentrated Realty Equity Fund

Additional Information

(Unaudited)

Tax Information

The Predecessor Portfolio designated 2.16% of its ordinary income distribution for the year ended December 31, 2019, as qualified dividend income under the jobs and Growth Tax Relief Reconciliation Act of 2003.

For the year ended December 31, 2019, 1.20% of dividends paid from net ordinary income qualified for the dividends received deduction available to corporate shareholders.

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 Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Information about Trustees

The business and affairs of the Trust are managed under the direction of the Board of Trustees. Information pertaining to the Trustees of the Trust is set forth below. The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request by calling 1-888-236-4298.

Independent Trustees

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

Michael D.	Trustee	Indefinite	21	Professor	Independent
Akers, Ph.D.		Term; Since		Emeritus,	Trustee, USA
615 E. Michigan St.		August 22,		Department of	MUTUALS
Milwaukee, WI 53202		2001		Accounting (June	(an open-end
Year of Birth: 1955				2019–Present),	investment
				Professor,	company with
				Department	two portfolios).
				of Accounting
				(2004–May 2019),
				Chair, Department
				of Accounting
				(2004–2017),
				Marquette University.

Terra Firma US Concentrated Realty Equity Fund

Additional Information (Continued)

(Unaudited)

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

Gary A. Drska	Trustee	Indefinite	21	Pilot, Frontier/	Independent
615 E. Michigan St.		Term; Since		Midwest Airlines,	Trustee, USA
Milwaukee, WI 53202		August 22,		Inc. (airline	MUTUALS
Year of Birth: 1956		2001		company)	(an open-end
				(1986–present).	investment
					company with
					two portfolios).

Jonas B. Siegel	Trustee	Indefinite	21	Retired	Independent
615 E. Michigan St.		Term; Since		(2011–present);	Trustee, Gottex
Milwaukee, WI 53202		October 23,		Managing	Trust (an open-
Year of Birth: 1943		2009		Director, Chief	end investment
				Administrative	company)
				Officer (“CAO”)	(2010–2016).
				and Chief
				Compliance
				Officer (“CCO”),
				Granite Capital
				International Group,
				L.P. (an investment
				management firm)
				(1994–2011).

Interested Trustee and Officers

Joseph C. Neuberger*	Chairperson	Indefinite	21	President (2017–	Trustee, Buffalo
615 E. Michigan St.	and Trustee	Term; Since		present), Chief	Funds (an open-
Milwaukee, WI 53202		August 22,		Operating Officer	end investment
Year of Birth: 1962		2001		(2016–present),	company)
				Executive Vice	(2003–2017);
				President (1994–	Trustee, USA
				2017), U.S.	MUTUALS
				Bancorp Fund	(an open-end
				Services, LLC.	investment
					company)
					(2001–2018).

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

*	Mr. Neuberger is deemed to be an “interested person” of the Trust as defined by the 1940 Act due to his position and material business relationship with the Trust.

Terra Firma US Concentrated Realty Equity Fund

Additional Information (Continued)

(Unaudited)

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

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

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

Terra Firma US Concentrated Realty Equity Fund

Additional Information (Continued)

(Unaudited)

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

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

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

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

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

(This Page Intentionally Left Blank.)

A NOTE ON FORWARD LOOKING STATEMENTS (Unaudited)

Except for historical information contained in this report for the Fund, 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 Fund in the current Prospectus, other factors bearing on this report include the accuracy of the Adviser’s or portfolio manager’s forecasts and predictions, and the appropriateness of the investment programs designed by the Adviser or portfolio manager to implement their strategies efficiently and effectively. Any one or more of these factors, as well as other risks affecting the securities markets and investment instruments generally, could cause the actual results of the Fund to differ materially as compared to benchmarks associated with the Fund.

ADDITIONAL INFORMATION (Unaudited)

The Fund has adopted proxy voting policies and procedures that delegate to the Adviser the authority to vote proxies. A description of the Fund’s proxy voting policies and procedures is available without charge, upon request, by calling the Fund toll free at 1-800-311-6583. A description of these policies and procedures is also included in the Fund’s Statement of Additional Information, which is available on the SEC’s website at http://www.sec.gov.

The Fund’s proxy voting record for the most recent 12-month period ended June 30 is available without charge, upon request, by calling toll free, 1-800-311-6583, or by accessing the SEC’s website at http://www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT. Shareholders may view the Fund’s filings on the SEC’s website at http://www.sec.gov.

HOUSEHOLDING (Unaudited)

In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses and annual and semiannual reports you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Fund reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call the Fund toll-free at 1-800-311-6583 to request individual copies of these documents. Once the Fund receives notice to stop householding, the Fund will begin sending individual copies 30 days after receiving your request. This policy does not apply to account statements.

Investment Adviser

Terra Firma Asset Management LLC

75 Broadway Street, Suite 202

San Francisco, California 94111

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

555 East Wells Street, Suite 1400

Milwaukee, Wisconsin 53202

Legal Counsel

Godfrey & Kahn, S.C.

833 East Michigan Street, Suite 1800

Milwaukee, Wisconsin 53202

Custodian

U.S. Bank, National Association

Custody Operations

1555 N. River Center Drive, Suite 302

Milwaukee, Wisconsin 53212

Transfer Agent, Fund Accountant and Fund Administrator

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

Distributor

Quasar Distributors, LLC

111 East Kilbourn Avenue, Suite 2200

Milwaukee, Wisconsin 53202

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. A copy of the registrant’s Code of Ethics is filed herewith.

(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 8/31/2020

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 8/31/2020

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

Jennifer Lima, Treasurer

Date 8/31/20

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

TRUST FOR PROFESSIONAL MANAGERS

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

Revised November, 2005

I. Introduction/Covered Persons

Trust for Professional Managers (the “Trust”) has been successful in large part by managing its business with honesty and integrity. The principal officers of the Trust have an important and elevated role in corporate governance and in promoting investor confidence. To further the ends of ethical and honest conduct among its officers, the Audit Committee of the Board of Trustees of the Trust has adopted this Code of Ethics. This Code of Ethics is designed to comply with Section 406 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules promulgated by the Securities and Exchange Commission (the “SEC”) thereunder.

This Code of Ethics applies to the principal executive officer, principal financial officer, controller and other senior financial officers of the Trust, as may be identified from time to time by the Audit Committee (collectively, the “Covered Persons”).

The Audit Committee shall be responsible for the overall administration of this Code of Ethics, but has delegated to the Trust’s Chief Compliance Officer (the “Chief Compliance Officer”) the responsibility to oversee the day-to-day operation of this Code of Ethics.

This Code of Ethics is in addition to, not in replacement of, the Trust’s Code of Ethics for access persons (the “Investment Company Code of Ethics”), adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Covered Persons may also be subject to the Investment Company Code of Ethics.

II. Code of Ethics Requirements

This Code of Ethics requires each Covered Person to:

1.	Act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2.	Provide full, fair, accurate, timely and understandable disclosure in reports submitted to or filed with the SEC and in all other public communications made by the Trust;

3.	Comply with laws, rules and regulations of the federal government, state governments and other regulatory agencies as they apply to the Trust;

4.	Disclose promptly to the Chief Compliance Officer any violations of this Code of Ethics of which the Covered Person may become aware; and

5.	Not retaliate against any other Covered Person or any employee of the Trust or their affiliated persons for reports of potential violations that are made in good faith.

III. Conflicts of Interest

A conflict of interest occurs when a Covered Person’s private interest interferes in any way—or even appears to interfere—with the interests of the Trust as a whole or with his or her service to the Trust. For example, a conflict of interest would arise if a Covered Person, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Trust.

Certain conflicts of interest arise out of the relationships between Covered Persons and the Trust and already are subject to conflict of interest provisions in the Investment Company Act and the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”). For example, Covered Persons may not individually engage in certain transactions with the Trust (such as the purchase or sale of securities or other property, except the Trust’s own mutual fund shares) because of their status as “affiliated persons” of the Trust. The Trust’s and the investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Trust and its investment adviser and/or administrator of which the Covered Persons are also officers or employees. As a result, this Code recognizes that the Covered Persons will, in the normal course of their duties (whether formally for the Trust or for the adviser and/or administrator, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and/or administrator and the Trust. The participation of the Covered Persons in such activities is inherent in the contractual relationship between the Trust and its investment adviser and/or administrator and is consistent with the performance by the Covered Persons of their duties as officers of the Trust. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Persons should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Person should not be placed improperly before the interest of the Trust.

Each Covered Person must:

•	not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trust whereby the Covered Person would benefit personally to the detriment of the Trust; and

•	not cause the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Person rather than for the benefit of the Trust.

There are some conflict of interest situations that should be discussed with the Chief Compliance Officer if material. Examples of these include:

•	any ownership interest in, or any consulting or employment relationship with, any of the Trust’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; and

•	a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Person’s employment, such as compensation or equity ownership.

IV. Accurate, Complete, Timely and Understandable Information

The Covered Persons are responsible for ensuring that Trust’s shareholders and the public receive financial and other information that is accurate, complete, timely and understandable. Covered Persons are obligated to comply with all laws and regulations governing the public disclosure of Trust information. All public statements, whether oral or written, must be understandable and accurate, with no material omissions.

The books and records of the Trust must be kept accurate and current to ensure that the public receives information that is full, fair, accurate, complete and timely. The Covered Persons must ensure that transactions are completely and accurately recorded on the Trust’s books and records in accordance with generally accepted accounting principles. Economic evaluations must fairly represent all information relevant to the evaluation being made. No secret or unrecorded cash funds or other assets may be established or maintained for any purpose.

Each Covered Person shall also comply with the Trust’s disclosure controls and procedures and the Trust’s internal controls and procedures for financial reporting.

V. Waivers

The Audit Committee may grant a waiver from one or more provisions of this Code of Ethics upon the request of a Covered Person and after a review of the relevant facts and circumstances. The decision by the Audit Committee whether to grant a waiver from this Code of Ethics shall be final.

“Waiver” shall mean the approval of a material departure from a provision of this Code of Ethics. If an executive officer becomes aware of a material departure from a provision of this Code of Ethics by any Covered Person, he or she shall immediately report such violation to the Chief Compliance Officer or the Audit Committee, as appropriate. The Chief Compliance Officer shall promptly report the violation to the Audit Committee. If the Audit Committee fails to take action with respect to the violation within ten business days, the Trust shall be deemed to have made an “implicit waiver” from this Code of Ethics.

If a waiver from one or more provisions of Section II of this Code of Ethics is granted by the Audit Committee to any Covered Person, including an implicit waiver, the Audit Committee shall direct the Trust to (a) post a notice and description of the waiver on the each applicable Fund’s website within five business days following the waiver, including the name of the person to whom the Trust granted the waiver and the date of the waiver, maintain such notice on the website for at least 12 months, and retain such notice for a period of at least 6 years following the end of the fiscal year in which the waiver occurred; or (b) include a description of the waiver in the Trust’s next report on Form N-CSR relating to the applicable Fund. If the waiver will be disclosed via a Fund’s website, the Trust must have first disclosed in its most recent Form N-CSR relating to the applicable Fund that it intends to disclose these events on the Fund’s website and website’s address.

VI. Amendments

This Code of Ethics may be amended by the Audit Committee as it deems appropriate. If a provision of the Code of Ethics that applies to any Covered Person and that relates to one or more provisions of Section II of this Code is amended, the Audit Committee shall direct the applicable Fund to (a) post a notice and description of the amendment on the Fund’s website within five business days following the amendment, maintain such notice on the website for at least 12 months, and retain such notice for a period of at least 6 years following the end of the fiscal year in which the amendment occurred; or (b) include a description of the amendment in the Trust’s next report on Form N-CSR relating to the applicable Fund. If the amendment will be disclosed via a Fund’s website, the rules applicable to website postings of waivers, discussed in Section V above, apply.

Technical, administrative or other non-substantive amendments to the Code of Ethics need not be disclosed.

VII. Violations

If the Audit Committee becomes aware of an actual or potential violation of this Code of Ethics, it shall direct an investigation into the facts and circumstances surrounding the violation. If a violation is found, the Audit Committee may impose on the Covered Person found to be in violation of this Code of Ethics any of a wide range of consequences as it deems appropriate, including warnings or letters of reprimand for less significant, first-time offenses, fines, reduced professional duties, suspension without pay and, in the most serious cases, termination.

VIII. Disclosure

The Audit Committee shall direct the Trust to make this Code of Ethics publicly available through one of the following three methods: (1) filing the Code as an exhibit to the Trust’s annual report on Form N-CSR relating to each Fund; (2) posting the text of the Code on the applicable Fund’s website, provided that the Fund has first disclosed the website’s address and intent to provide disclosure in this manner in its most report on Form N-CSR and provided further that the text of the Code remains on the applicable Fund’s website for as long as the Trust remains subject to the SEC’s rules promulgated under Section 406 of Sarbanes-Oxley ; or (3) providing an undertaking in its most recent report on Form N-CSR relating to each applicable Fund to provide a copy of the Code of Ethics to any person without charge upon request.

IX. Acknowledgement

Each Covered Person shall, in the form attached hereto as Appendix A, acknowledge receipt of and compliance with the Code of Ethics upon adoption of this Code of Ethics or when initially hired, whichever occurs later. Each Covered Person shall annually, in the form attached hereto as Appendix B, acknowledge receipt of and compliance with this Code of Ethics.

X.	Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code or in the course of investigating any alleged violation of this Code, such matters shall not be disclosed to anyone other than the Board, its counsel, the Trust, its counsel, the investment adviser, and its counsel.

XI.	Internal Use

The Code is intended solely for the internal use by the Trust and does not constitute an admission, by or on behalf of any Trust, as to any fact, circumstance, or legal conclusion.

Appendix A

ACKNOWLEDGMENT OF RECEIPT OF

THE CODE OF ETHICS (SARBANES-OXLEY)

I acknowledge that I have received, read and understand the Code of Ethics dated _____________ and represent:

In accordance with the Code of Ethics, I will report all violations of the Code of Ethics to the Chief Compliance Officer;

I do not currently know of any violations of the Code of Ethics; and

I will comply with the Code of Ethics in all other respects.

	Signature


	Print Name


	Title

Dated:____________________

A-1

Appendix B

ANNUAL CERTIFICATION OF COMPLIANCE WITH

THE CODE OF ETHICS (SARBANES-OXLEY)

I certify that during the past year:

I have reported all violations of the Code of Ethics of which I was aware;

I have complied with the Code of Ethics in all other respects; and

I have read and understand the Code of Ethics and recognize that I am
subject thereto.

	Signature


	Print Name


	Title

Dated:____________________

B-1

/s/John Buckel John Buckel President, Trust for Professional Managers	/s/Jennifer Lima Jennifer Lima Treasurer, Trust for Professional Managers
Dated 8/31/20