LETTER TO SHAREHOLDERS
|
3
|
||
ALLOCATION OF PORTFOLIO HOLDINGS
|
5
|
||
EXPENSE EXAMPLES
|
6
|
||
INVESTMENT HIGHLIGHTS
|
8
|
||
SCHEDULES OF INVESTMENTS
|
10
|
||
STATEMENTS OF ASSETS AND LIABILITIES
|
16
|
||
STATEMENTS OF OPERATIONS
|
17
|
||
STATEMENTS OF CHANGES IN NET ASSETS
|
18
|
||
FINANCIAL HIGHLIGHTS
|
20
|
||
NOTES TO FINANCIAL STATEMENTS
|
22
|
||
BASIS FOR TRUSTEES’ APPROVAL OF
|
|||
INVESTMENT ADVISORY AGREEMENT
|
32
|
||
NOTICE OF PRIVACY POLICY & PRACTICES
|
37
|
||
ADDITIONAL INFORMATION
|
38
|
David B. Smith, CFA
|
Doug Butler
|
Chief Investment Officer
|
Director of Research
|
Bright Rock Capital Management
|
Bright Rock Capital Management
|
Mid Cap Growth Fund – Institutional Class
|
|||
|
Expenses Paid
|
||
Beginning
|
Ending
|
During Period
|
|
Account Value
|
Account Value
|
March 1, 2020 –
|
|
March 1, 2020
|
August 31, 2020
|
August 31, 2020*
|
|
Actual
|
$1,000.00
|
$1,169.80
|
$5.91
|
Hypothetical (5% return
|
|||
before expenses)
|
$1,000.00
|
$1,019.76
|
$5.50
|
*
|
Expenses are equal to the Institutional Class’ annualized expense ratio of 1.08%, multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period.
|
Quality Large Cap Fund – Institutional Class
|
|||
|
Expenses Paid | ||
Beginning
|
Ending
|
During Period
|
|
Account Value
|
Account Value
|
March 1, 2020 –
|
|
March 1, 2020
|
August 31, 2020
|
August 31, 2020*
|
|
Actual
|
$1,000.00
|
$1,126.70
|
$4.66
|
Hypothetical (5% return
|
|||
before expenses)
|
$1,000.00
|
$1,020.82
|
$4.43
|
*
|
Expenses are equal to the Institutional Class’ annualized expense ratio of 0.87%, multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period.
|
One
|
Three
|
Five
|
Ten
|
|
Year
|
Years
|
Years
|
Years
|
|
Bright Rock Mid Cap Growth Fund
|
||||
Institutional Class
|
14.58%
|
14.32%
|
12.79%
|
12.25%
|
Russell Midcap® Growth Total Return Index
|
23.56%
|
17.86%
|
14.94%
|
16.03%
|
Bright Rock Mid Cap Growth Fund – Institutional Class
|
Growth of $100,000 Investment
|
|
|
One
|
Three
|
Five
|
Ten
|
|
Year
|
Years
|
Years
|
Years
|
|
Bright Rock Quality Large Cap Fund
|
||||
Institutional Class
|
9.70%
|
11.04%
|
10.29%
|
12.10%
|
S&P 500® Total Return Index
|
21.94%
|
14.52%
|
14.46%
|
15.16%
|
Bright Rock Quality Large Cap Fund – Institutional Class
|
Growth of $100,000 Investment
|
|
|
Shares
|
Value
|
|||||||
COMMON STOCKS – 100.08%
|
||||||||
Auto Components – 2.41%
|
||||||||
Gentex Corp.
|
71,000
|
$
|
1,920,550
|
|||||
Beverages – 5.50%
|
||||||||
Brown-Forman Corp. – Class B
|
29,500
|
2,158,515
|
||||||
Monster Beverage Corp. (a)
|
26,500
|
2,222,290
|
||||||
4,380,805
|
||||||||
Capital Markets – 6.47%
|
||||||||
FactSet Research Systems, Inc.
|
6,000
|
2,102,400
|
||||||
Morningstar, Inc. (a)
|
10,000
|
1,601,500
|
||||||
SEI Investments Co.
|
27,600
|
1,445,136
|
||||||
5,149,036
|
||||||||
Chemicals – 6.24%
|
||||||||
International Flavors & Fragrances, Inc.
|
12,500
|
1,547,375
|
||||||
The Sherwin-Williams Co.
|
5,100
|
3,422,355
|
||||||
4,969,730
|
||||||||
Commercial Services & Supplies – 7.64%
|
||||||||
Copart, Inc. (a)
|
41,000
|
4,236,120
|
||||||
Rollins, Inc.
|
33,500
|
1,847,190
|
||||||
6,083,310
|
||||||||
Containers & Packaging – 1.11%
|
||||||||
AptarGroup, Inc.
|
7,500
|
887,925
|
||||||
Electrical Equipment – 4.18%
|
||||||||
Acuity Brands, Inc.
|
12,000
|
1,311,480
|
||||||
AMETEK, Inc.
|
20,000
|
2,014,000
|
||||||
3,325,480
|
||||||||
Electronic Equipment, Instruments & Components – 5.09%
|
||||||||
Amphenol Corp. – Class A
|
17,000
|
1,866,600
|
||||||
IPG Photonics Corp. (a)
|
13,500
|
2,183,355
|
||||||
4,049,955
|
||||||||
Energy Equipment & Services – 1.11%
|
||||||||
Cactus, Inc.
|
40,000
|
883,600
|
Shares
|
Value
|
|||||||
Food Products – 3.73%
|
||||||||
The Hershey Co.
|
20,000
|
$
|
2,972,800
|
|||||
Health Care Equipment & Supplies – 13.79%
|
||||||||
Edwards Lifesciences Corp. (a)
|
39,000
|
3,347,760
|
||||||
IDEXX Laboratories, Inc. (a)
|
9,000
|
3,519,540
|
||||||
ResMed, Inc. (a)
|
17,000
|
3,073,260
|
||||||
Varian Medical Systems, Inc. (a)
|
6,000
|
1,042,020
|
||||||
10,982,580
|
||||||||
Household Products – 2.89%
|
||||||||
Church & Dwight Co., Inc.
|
24,000
|
2,299,920
|
||||||
IT Services – 5.19%
|
||||||||
FleetCor Technologies, Inc. (a)
|
3,550
|
892,648
|
||||||
Jack Henry & Associates, Inc.
|
19,600
|
3,242,232
|
||||||
4,134,880
|
||||||||
Multiline Retail – 4.31%
|
||||||||
Dollar General Corp.
|
17,000
|
3,431,960
|
||||||
Oil, Gas & Consumable Fuels – 8.85%
|
||||||||
Cabot Oil & Gas Corp.
|
90,000
|
1,707,300
|
||||||
Cheniere Energy, Inc. (a)
|
63,000
|
3,279,150
|
||||||
ONEOK, Inc.
|
74,850
|
2,056,878
|
||||||
7,043,328
|
||||||||
Road & Rail – 2.49%
|
||||||||
JB Hunt Transport Services, Inc.
|
14,100
|
1,981,614
|
||||||
Semiconductors & Semiconductor Equipment – 4.19%
|
||||||||
Analog Devices, Inc.
|
15,300
|
1,788,264
|
||||||
SolarEdge Technologies, Inc. (a)
|
7,000
|
1,548,050
|
||||||
3,336,314
|
||||||||
Software – 5.27%
|
||||||||
ANSYS, Inc. (a)
|
6,000
|
2,034,060
|
||||||
Tyler Technologies, Inc. (a)
|
6,250
|
2,158,187
|
||||||
4,192,247
|
Shares
|
Value
|
|||||||
Specialty Retail – 6.50%
|
||||||||
Floor & Decor Holdings, Inc. (a)
|
31,000
|
$
|
2,270,440
|
|||||
Tractor Supply Co. (a)
|
19,500
|
2,902,185
|
||||||
5,172,625
|
||||||||
Trading Companies & Distributors – 3.12%
|
||||||||
Fastenal Co.
|
50,800
|
2,482,088
|
||||||
TOTAL COMMON STOCKS (Cost $40,875,392)
|
|
79,680,747
|
||||||
MONEY MARKET FUNDS – 0.39%
|
||||||||
Morgan Stanley Institutional Liquidity Funds –
|
||||||||
Government Portfolio, Institutional Class, 0.020% (b)
|
310,722
|
310,722
|
||||||
TOTAL MONEY MARKET FUNDS (Cost $310,722)
|
|
310,722
|
||||||
Total Investments (Cost $41,186,114) – 100.47%
|
|
79,991,469
|
||||||
Liabilities in Excess of Other Assets – (0.47%)
|
(371,521
|
)
|
||||||
TOTAL NET ASSETS – 100.00%
|
$
|
79,619,948
|
(a)
|
Non-income producing security.
|
(b)
|
Seven day yield as of August 31, 2020.
|
Shares
|
Value
|
|||||||
COMMON STOCKS – 93.84%
|
||||||||
Aerospace & Defense – 3.08%
|
||||||||
Raytheon Technologies Corp.
|
139,726
|
$
|
8,523,286
|
|||||
Banks – 2.80%
|
||||||||
JPMorgan Chase & Co.
|
60,000
|
6,011,400
|
||||||
Wells Fargo & Co.
|
72,000
|
1,738,800
|
||||||
7,750,200
|
||||||||
Beverages – 3.04%
|
||||||||
PepsiCo, Inc.
|
60,000
|
8,403,600
|
||||||
Capital Markets – 3.88%
|
||||||||
BlackRock, Inc.
|
8,000
|
4,753,520
|
||||||
T. Price Rowe Group, Inc.
|
43,000
|
5,986,030
|
||||||
10,739,550
|
||||||||
Chemicals – 11.21%
|
||||||||
Ecolab, Inc.
|
31,000
|
6,109,480
|
||||||
Linde PLC
|
43,500
|
10,863,690
|
||||||
The Scotts Miracle-Gro Co.
|
39,641
|
6,680,698
|
||||||
The Sherwin-Williams Co.
|
10,950
|
7,347,997
|
||||||
31,001,865
|
||||||||
Diversified Telecommunication Services – 2.12%
|
||||||||
Verizon Communications Inc.
|
99,000
|
5,867,730
|
||||||
Electric Utilities – 4.53%
|
||||||||
Evergy, Inc.
|
78,000
|
4,151,160
|
||||||
NextEra Energy, Inc.
|
30,000
|
8,375,100
|
||||||
12,526,260
|
||||||||
Energy Equipment & Services – 1.82%
|
||||||||
Schlumberger Ltd. (a)
|
265,000
|
5,037,650
|
||||||
Food & Staples Retailing – 2.66%
|
||||||||
Walmart, Inc.
|
53,000
|
7,359,050
|
||||||
Food Products – 1.64%
|
||||||||
McCormick & Co., Inc.
|
22,000
|
4,536,400
|
||||||
Health Care Providers & Services – 2.74%
|
||||||||
CVS Health Corp.
|
122,000
|
7,578,640
|
Shares
|
Value
|
|||||||
Health Care Technology – 1.96%
|
||||||||
Cerner Corp. (b)
|
74,000
|
$
|
5,429,380
|
|||||
Hotels, Restaurants & Leisure – 2.11%
|
||||||||
Starbucks Corp. (b)
|
69,000
|
5,828,430
|
||||||
Household Products – 2.12%
|
||||||||
Colgate-Palmolive Co.
|
74,000
|
5,865,240
|
||||||
Industrial Conglomerates – 2.24%
|
||||||||
3M Co.
|
38,000
|
6,194,760
|
||||||
Interactive Media & Services – 9.37%
|
||||||||
Alphabet, Inc. – Class A (b)
|
6,900
|
11,243,757
|
||||||
Facebook, Inc. – Class A (b)
|
50,000
|
14,660,000
|
||||||
25,903,757
|
||||||||
IT Services – 4.25%
|
||||||||
Automatic Data Processing, Inc.
|
33,000
|
4,589,970
|
||||||
Mastercard, Inc. – Class A
|
20,000
|
7,163,800
|
||||||
11,753,770
|
||||||||
Life Sciences Tools & Services – 1.47%
|
||||||||
Thermo Fisher Scientific, Inc. (b)
|
9,500
|
4,075,310
|
||||||
Machinery – 1.87%
|
||||||||
Otis Worldwide Corp.
|
82,000
|
5,157,800
|
||||||
Multi-Utilities – 2.46%
|
||||||||
Sempra Energy
|
55,000
|
6,800,750
|
||||||
Oil, Gas & Consumable Fuels – 6.91%
|
||||||||
Chevron Corp.
|
113,000
|
9,484,090
|
||||||
EOG Resources, Inc.
|
120,000
|
5,440,800
|
||||||
Exxon Mobil Corp.
|
105,000
|
4,193,700
|
||||||
19,118,590
|
||||||||
Pharmaceuticals – 3.30%
|
||||||||
Johnson & Johnson
|
59,500
|
9,127,895
|
||||||
Road & Rail – 2.33%
|
||||||||
Union Pacific Corp.
|
33,500
|
6,446,740
|
Shares
|
Value
|
|||||||
Software – 3.92%
|
||||||||
Microsoft Corp.
|
48,000
|
$
|
10,825,440
|
|||||
Specialty Retail – 8.07%
|
||||||||
O’Reilly Automotive, Inc. (b)
|
19,500
|
9,079,785
|
||||||
The Home Depot, Inc.
|
30,000
|
8,551,200
|
||||||
The TJX Companies, Inc.
|
85,547
|
4,687,120
|
||||||
22,318,105
|
||||||||
Water Utilities – 1.94%
|
||||||||
Essential Utilities, Inc.
|
126,500
|
5,376,250
|
||||||
TOTAL COMMON STOCKS (Cost $174,612,878)
|
259,546,448
|
|||||||
EXCHANGE TRADED FUNDS – 5.26%
|
||||||||
Invesco KBW Bank ETF
|
165,000
|
6,524,100
|
||||||
Technology Select Sector SPDR Fund
|
65,000
|
8,030,750
|
||||||
TOTAL EXCHANGE TRADED FUNDS (Cost $10,632,963)
|
14,554,850
|
|||||||
MONEY MARKET FUNDS – 0.59%
|
||||||||
Other Investment Pools and Funds – 0.59%
|
||||||||
Morgan Stanley Institutional Liquidity Funds –
|
||||||||
Government Portfolio, Institutional Class, 0.020% (c)
|
1,634,263
|
1,634,263
|
||||||
TOTAL MONEY MARKET FUNDS (Cost $1,634,263)
|
1,634,263
|
|||||||
Total Investments (Cost $186,880,104) – 99.69%
|
275,735,561
|
|||||||
Other Assets in Excess of Liabilities – 0.31%
|
844,052
|
|||||||
TOTAL NET ASSETS – 100.00%
|
$
|
276,579,613
|
(a)
|
Foreign issued security.
|
(b)
|
Non-income producing security.
|
(c)
|
Seven day yield as of August 31, 2020.
|
Ltd.
|
Limited Liability Company.
|
PLC
|
Public Limited Company.
|
Mid Cap
|
Quality Large
|
|||||||
Growth Fund
|
Cap Fund
|
|||||||
ASSETS
|
||||||||
Investments, at value:
|
||||||||
(Cost $41,186,114 and $186,880,104)
|
$
|
79,991,469
|
$
|
275,735,561
|
||||
Receivable for Fund shares sold
|
28,089
|
233,414
|
||||||
Dividends and interest receivable
|
65,013
|
879,209
|
||||||
Other assets
|
13,482
|
16,933
|
||||||
TOTAL ASSETS
|
80,098,053
|
276,865,117
|
||||||
LIABILITIES
|
||||||||
Payable for Fund shares redeemed
|
370,589
|
33,281
|
||||||
Payable to affiliates
|
26,769
|
72,177
|
||||||
Payable to Adviser
|
49,556
|
148,760
|
||||||
Accrued expenses and other liabilities
|
31,191
|
31,286
|
||||||
TOTAL LIABILITIES
|
478,105
|
285,504
|
||||||
NET ASSETS
|
$
|
79,619,948
|
$
|
276,579,613
|
||||
Net assets consist of:
|
||||||||
Paid-in capital
|
$
|
36,084,212
|
$
|
177,542,905
|
||||
Total distributable earnings
|
43,535,736
|
99,036,708
|
||||||
NET ASSETS
|
$
|
79,619,948
|
$
|
276,579,613
|
||||
INSTITUTIONAL CLASS SHARES
|
||||||||
Net assets
|
$
|
79,619,948
|
$
|
276,579,613
|
||||
Shares of beneficial interest outstanding (unlimited
|
||||||||
number of shares authorized, $0.001 par value)
|
3,645,493
|
14,926,138
|
||||||
Net asset value, redemption price
|
||||||||
and offering price per share
|
$
|
21.84
|
$
|
18.53
|
Mid Cap
|
Quality Large
|
|||||||
Growth Fund
|
Cap Fund
|
|||||||
INVESTMENT INCOME
|
||||||||
Dividend income
|
$
|
328,196
|
$
|
3,079,216
|
||||
Interest income
|
897
|
1,324
|
||||||
TOTAL INVESTMENT INCOME
|
329,093
|
3,080,540
|
||||||
EXPENSES
|
||||||||
Management fees
|
268,791
|
816,465
|
||||||
Administration fees
|
40,645
|
121,568
|
||||||
Fund accounting fees
|
18,079
|
48,853
|
||||||
Audit and tax fees
|
4,943
|
27,893
|
||||||
Transfer agent fees and expenses
|
12,889
|
19,305
|
||||||
Federal and state registration fees
|
12,115
|
13,876
|
||||||
Legal fees
|
7,748
|
12,532
|
||||||
Custody fees
|
4,015
|
13,860
|
||||||
Chief Compliance Officer fees
|
6,256
|
6,256
|
||||||
Trustees’ fees
|
5,872
|
5,872
|
||||||
Reports to shareholders
|
3,160
|
6,739
|
||||||
Insurance
|
1,188
|
1,853
|
||||||
Other expenses
|
2,513
|
3,650
|
||||||
TOTAL EXPENSES
|
388,214
|
1,098,722
|
||||||
NET INVESTMENT INCOME (LOSS)
|
(59,121
|
)
|
1,981,818
|
|||||
REALIZED AND UNREALIZED
|
||||||||
GAIN ON INVESTMENTS
|
||||||||
Net realized gain on investments
|
2,066,222
|
2,974,762
|
||||||
Net change in unrealized appreciation
|
||||||||
on investments
|
10,643,072
|
29,058,167
|
||||||
NET REALIZED AND UNREALIZED
|
||||||||
GAIN ON INVESTMENTS
|
12,709,294
|
32,032,929
|
||||||
NET INCREASE IN NET ASSETS
|
||||||||
FROM OPERATIONS
|
$
|
12,650,173
|
$
|
34,014,747
|
Six Months Ended
|
||||||||
August 31, 2020
|
Year Ended
|
|||||||
(Unaudited)
|
February 29, 2020
|
|||||||
FROM OPERATIONS
|
||||||||
Net investment loss
|
$
|
(59,121
|
)
|
$
|
(244,012
|
)
|
||
Net realized gain on investments
|
2,066,222
|
4,800,696
|
||||||
Net change in unrealized
|
||||||||
appreciation on investments
|
10,643,072
|
931,821
|
||||||
Net increase in net assets from operations
|
12,650,173
|
5,488,505
|
||||||
FROM DISTRIBUTIONS
|
||||||||
Net dividends and distributions –
|
||||||||
Institutional Class
|
—
|
(2,627,778
|
)
|
|||||
Net decrease in net assets resulting
|
||||||||
from distributions paid
|
—
|
(2,627,778
|
)
|
|||||
FROM CAPITAL SHARE TRANSACTIONS
|
||||||||
Proceeds from shares sold – Institutional Class
|
7,085,247
|
13,809,032
|
||||||
Shares converted into Institutional Class
|
||||||||
from Investor Class (Note 1)
|
—
|
68,602
|
||||||
Payments for shares redeemed –
|
||||||||
Institutional Class
|
(7,257,710
|
)
|
(16,040,717
|
)
|
||||
Shares converted from Investor Class
|
||||||||
to Institutional Class (Note 1)
|
—
|
(68,602
|
)
|
|||||
Net asset value of shares issued
|
||||||||
in reinvestment of distributions to
|
||||||||
shareholders – Institutional Class
|
—
|
2,531,734
|
||||||
Net increase (decrease) in net assets
|
||||||||
from capital share transactions
|
(172,463
|
)
|
300,049
|
|||||
TOTAL INCREASE IN NET ASSETS
|
12,477,710
|
3,160,776
|
||||||
NET ASSETS
|
||||||||
Beginning of Period/Year
|
67,142,238
|
63,981,462
|
||||||
End of Period/Year
|
$
|
79,619,948
|
$
|
67,142,238
|
Six Months Ended
|
||||||||
August 31, 2020
|
Year Ended
|
|||||||
(Unaudited)
|
February 29, 2020
|
|||||||
FROM OPERATIONS
|
||||||||
Net investment income
|
$
|
1,981,818
|
$
|
3,236,229
|
||||
Net realized gain on investments
|
2,974,762
|
15,015,245
|
||||||
Net change in unrealized appreciation
|
||||||||
(depreciation) on investments
|
29,058,167
|
(2,992,514
|
)
|
|||||
Net increase in net assets from operations
|
34,014,747
|
15,258,960
|
||||||
FROM DISTRIBUTIONS
|
||||||||
Net dividends and distributions –
|
||||||||
Institutional Class
|
(1,727,114
|
)
|
(13,201,378
|
)
|
||||
Net dividends and distributions – Investor Class
|
—
|
(81
|
)
|
|||||
Net decrease in net assets resulting
|
||||||||
from distributions paid
|
(1,727,114
|
)
|
(13,201,459
|
)
|
||||
FROM CAPITAL SHARE TRANSACTIONS
|
||||||||
Proceeds from shares sold – Institutional Class
|
24,209,023
|
36,124,307
|
||||||
Shares converted into Institutional Class
|
||||||||
from Investor Class (Note 1)
|
—
|
10,832
|
||||||
Payments for shares redeemed –
|
||||||||
Institutional Class
|
(17,677,008
|
)
|
(42,340,713
|
)
|
||||
Payments for shares redeemed – Investor Class
|
—
|
(11,157
|
)
|
|||||
Shares converted from Investor Class
|
||||||||
to Institutional Class (Note 1)
|
—
|
(10,832
|
)
|
|||||
Net asset value of shares issued
|
||||||||
in reinvestment of distributions to
|
||||||||
shareholders – Institutional Class
|
26,304
|
10,020,825
|
||||||
Net asset value of shares issued
|
||||||||
in reinvestment of distributions to
|
||||||||
shareholders – Investor Class
|
—
|
81
|
||||||
Net increase in net assets
|
||||||||
from capital share transactions
|
6,558,319
|
3,793,343
|
||||||
TOTAL INCREASE IN NET ASSETS
|
38,845,952
|
5,850,844
|
||||||
NET ASSETS
|
||||||||
Beginning of Period/Year
|
237,733,661
|
231,882,817
|
||||||
End of Period/Year
|
$
|
276,579,613
|
$
|
237,733,661
|
Six Months
|
Year
|
Year
|
||||||||||||||||||||||
Ended
|
Ended
|
Ended
|
||||||||||||||||||||||
August 31,
|
February
|
Year Ended
|
February
|
|||||||||||||||||||||
2020
|
29,
|
February 28,
|
29,
|
|||||||||||||||||||||
(Unaudited)
|
2020
|
2019
|
2018
|
2017
|
2016
|
|||||||||||||||||||
Net Asset Value,
|
||||||||||||||||||||||||
Beginning of Period/Year
|
$
|
18.67
|
$
|
17.89
|
$
|
17.56
|
$
|
14.83
|
$
|
12.37
|
$
|
13.88
|
||||||||||||
Income (loss) from
|
||||||||||||||||||||||||
investment operations:
|
||||||||||||||||||||||||
Net investment income (loss)(1)
|
(0.02
|
)
|
(0.07
|
)
|
0.02
|
(0.01
|
)
|
0.01
|
0.01
|
|||||||||||||||
Net realized and unrealized
|
||||||||||||||||||||||||
gain (loss) on investments
|
3.19
|
1.56
|
0.31
|
2.75
|
2.61
|
(0.79
|
)
|
|||||||||||||||||
Total from investment operations
|
3.17
|
1.49
|
0.33
|
2.74
|
2.62
|
(0.78
|
)
|
|||||||||||||||||
Less distributions paid:
|
||||||||||||||||||||||||
From income
|
—
|
(0.02
|
)
|
—
|
(0.01
|
)
|
(0.01
|
)
|
—
|
|||||||||||||||
From net realized
|
||||||||||||||||||||||||
gain on investments
|
—
|
(0.69
|
)
|
—
|
—
|
(0.15
|
)
|
(0.73
|
)
|
|||||||||||||||
Total distributions paid
|
—
|
(0.71
|
)
|
—
|
(0.01
|
)
|
(0.16
|
)
|
(0.73
|
)
|
||||||||||||||
Net Asset Value,
|
||||||||||||||||||||||||
End of Period/Year
|
$
|
21.84
|
$
|
18.67
|
$
|
17.89
|
$
|
17.56
|
$
|
14.83
|
$
|
12.37
|
||||||||||||
Total Return(2)
|
16.98
|
%
|
8.07
|
%
|
1.88
|
%
|
18.50
|
%
|
21.22
|
%
|
-5.68
|
%
|
||||||||||||
Supplemental Data and Ratios:
|
||||||||||||||||||||||||
Net assets, end of period/year
|
||||||||||||||||||||||||
(000’s omitted)
|
$
|
79,620
|
$
|
67,142
|
$
|
63,918
|
$
|
66,052
|
$
|
58,928
|
$
|
45,666
|
||||||||||||
Ratio of expenses to average
|
||||||||||||||||||||||||
net assets before waiver,
|
||||||||||||||||||||||||
reimbursements and recoupments(3)
|
1.08
|
%
|
1.14
|
%
|
1.18
|
%
|
1.21
|
%
|
1.20
|
%
|
1.26
|
%
|
||||||||||||
Ratio of expenses to average
|
||||||||||||||||||||||||
net assets after waiver,
|
||||||||||||||||||||||||
reimbursements and recoupments(3)
|
1.08
|
%
|
1.14
|
%
|
1.18
|
%
|
1.21
|
%
|
1.25
|
%
|
1.25
|
%
|
||||||||||||
Ratio of net investment income
|
||||||||||||||||||||||||
(loss) to average net assets before
|
||||||||||||||||||||||||
waiver, reimbursements
|
||||||||||||||||||||||||
and recoupments(3)
|
(0.16
|
)%
|
(0.34
|
)%
|
0.14
|
%
|
(0.03
|
)%
|
0.14
|
%
|
0.08
|
%
|
||||||||||||
Ratio of net investment income
|
||||||||||||||||||||||||
(loss) to average net assets after
|
||||||||||||||||||||||||
waiver, reimbursements
|
||||||||||||||||||||||||
and recoupments(3)
|
(0.16
|
)%
|
(0.34
|
)%
|
0.14
|
%
|
(0.03
|
)%
|
0.10
|
%
|
0.09
|
%
|
||||||||||||
Portfolio turnover rate(2)
|
13.2
|
%
|
29.1
|
%
|
10.6
|
%
|
15.3
|
%
|
30.2
|
%
|
44.1
|
%
|
(1)
|
Per share net investment income (loss) was calculated using average shares outstanding.
|
(2)
|
Not annualized for periods less than one year.
|
(3)
|
Annualized for periods less than one year.
|
Six Months
|
Year
|
Year
|
||||||||||||||||||||||
Ended
|
Ended
|
Ended
|
||||||||||||||||||||||
August 31,
|
February
|
Year Ended
|
February
|
|||||||||||||||||||||
2020
|
29,
|
February 28,
|
29,
|
|||||||||||||||||||||
(Unaudited)
|
2020
|
2019
|
2018
|
2017
|
2016
|
|||||||||||||||||||
Net Asset Value,
|
||||||||||||||||||||||||
Beginning of Period/Year
|
$
|
16.58
|
$
|
16.42
|
$
|
16.26
|
$
|
15.26
|
$
|
13.79
|
$
|
14.73
|
||||||||||||
Income (loss) from
|
||||||||||||||||||||||||
investment operations:
|
||||||||||||||||||||||||
Net investment income(1)
|
0.13
|
0.23
|
0.25
|
0.20
|
0.20
|
0.23
|
||||||||||||||||||
Net realized and unrealized
|
||||||||||||||||||||||||
gain (loss) on investments
|
1.94
|
0.87
|
0.67
|
1.25
|
1.79
|
(0.71
|
)
|
|||||||||||||||||
Total from investment operations
|
2.07
|
1.10
|
0.92
|
1.45
|
1.99
|
(0.48
|
)
|
|||||||||||||||||
Less distributions paid:
|
||||||||||||||||||||||||
From income
|
(0.12
|
)
|
(0.23
|
)
|
(0.25
|
)
|
(0.19
|
)
|
(0.19
|
)
|
(0.23
|
)
|
||||||||||||
From net realized
|
||||||||||||||||||||||||
gain on investments
|
—
|
(0.71
|
)
|
(0.51
|
)
|
(0.26
|
)
|
(0.33
|
)
|
(0.23
|
)
|
|||||||||||||
Total distributions paid
|
(0.12
|
)
|
(0.94
|
)
|
(0.76
|
)
|
(0.45
|
)
|
(0.52
|
)
|
(0.46
|
)
|
||||||||||||
Net Asset Value,
|
||||||||||||||||||||||||
End of Period/Year
|
$
|
18.53
|
$
|
16.58
|
$
|
16.42
|
$
|
16.26
|
$
|
15.26
|
$
|
13.79
|
||||||||||||
Total Return(2)
|
12.67
|
%
|
6.24
|
%
|
5.92
|
%
|
9.54
|
%
|
14.64
|
%
|
-3.31
|
%
|
||||||||||||
Supplemental Data and Ratios:
|
||||||||||||||||||||||||
Net assets at end of period/year
|
||||||||||||||||||||||||
(000’s omitted)
|
$
|
276,580
|
$
|
237,734
|
$
|
231,862
|
$
|
232,472
|
$
|
216,188
|
$
|
180,801
|
||||||||||||
Ratio of expenses to average
|
||||||||||||||||||||||||
net assets(3)
|
0.87
|
%
|
0.87
|
%
|
0.88
|
%
|
0.89
|
%
|
0.89
|
%
|
0.90
|
%
|
||||||||||||
Ratio of net investment income
|
||||||||||||||||||||||||
to average net assets(3)
|
1.58
|
%
|
1.28
|
%
|
1.53
|
%
|
1.28
|
%
|
1.37
|
%
|
1.62
|
%
|
||||||||||||
Portfolio turnover rate(2)
|
21.8
|
%
|
28.3
|
%
|
42.6
|
%
|
30.9
|
%
|
60.3
|
%
|
58.3
|
%
|
(1)
|
Per share net investment income was calculated using average shares outstanding.
|
(2)
|
Not annualized for periods less than one year.
|
(3)
|
Annualized for periods less than one year.
|
(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 Bright Rock Funds (the “Funds”) are comprised of the Bright Rock Mid Cap Growth Fund (“Mid Cap Growth Fund”) and the Bright Rock Quality Large Cap Fund (“Quality Large Cap Fund”), each
representing a distinct series with its own investment objective and policies within the Trust. The investment objective of both Funds is long-term capital appreciation. The Trust may issue an unlimited number of shares of beneficial
interest at $0.001 par value. The assets of the Funds are segregated, and a shareholder’s interest is limited to the Fund in which shares are held. Each Fund is a series of an investment company and accordingly follows the investment
company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services—Investment Companies”. Each Fund currently offers Institutional Class shares. The
Institutional Class shares of each Fund commenced operations on May 26, 2010. Effective as of the close of business on June 28, 2019, each Fund converted its Investor Class shares into Institutional Class shares of the same Fund and ceased
offering its Investor Class shares. Bright Rock Capital Management, LLC (the “Adviser”) serves as the Funds’ investment adviser.
|
|
(2)
|
Significant Accounting Policies
|
The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of the financial statements. These policies are in conformity with accounting principles generally accepted in the United
States of America (“GAAP”).
|
(a)
|
Investment Valuation
|
Each equity security owned by a 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. Forward currency contracts are valued at the mean between the bid and asked prices by an approved independent pricing service (“Pricing Service”). Commodities futures contracts and options thereon traded on a commodities exchange or
board of trade are valued at the last sale price at the close of trading. Rights and warrants are valued at the last sale price at the close of the exchange on which the security is primarily traded.
|
||
If the security is listed on more than one exchange, a Fund will use the price of the exchange that the Fund generally considers to be the principal exchange on which the security is traded. Portfolio securities listed on NASDAQ will be
|
||
valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If there has been no sale on such exchange or on NASDAQ on such day, the security is valued at the mean between the most recent quoted
bid and asked prices at the close of the exchange on such day or the security shall be valued at the latest sales price on the “composite market” for the day such security is being valued. The composite market is defined as a consolidation
of the trade information provided by national securities and foreign exchanges and over-the-counter markets as published by a Pricing Service.
|
||
Foreign securities will be priced in their local currencies as of the close of their primary exchange or market or as of the time each Fund calculates its net asset value (“NAV”), whichever is earlier. Foreign securities, currencies and
other assets denominated in foreign currencies are then translated into U.S. dollars at the exchange rate of such currencies against the U.S. dollar, as provided by a Pricing Service or reporting agency. All assets denominated in foreign
currencies will be converted into U.S. dollars using the applicable currency exchange rates as of the close of the New York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern Time.
|
||
Debt securities, including short-term debt instruments having a maturity of 60 days or less, are valued at the mean in accordance with prices supplied by a Pricing Service. Pricing Services may use various valuation methodologies such as
the mean between the bid and the asked prices, matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. If a price is not available from a Pricing Service, the most recent quotation obtained
from one or more broker-dealers known to follow the issue will be obtained. Quotations will be valued at the mean between the bid and the offer. In the absence of available quotations, the securities will be priced at fair value. Any
discount or premium is accreted or amortized using the constant yield to maturity method.
|
||
Money market funds, demand notes and repurchase agreements are valued at cost. If cost does not represent current market value the securities will be priced at fair value.
|
||
Redeemable securities issued by open-end, registered investment companies are valued at the 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. All exchange-traded funds are valued at the last reported sale price on the exchange on which the security is principally traded. In the event market quotations are not
readily available, such security will be valued at its fair value.
|
||
If market quotations are not readily available, a security or other asset will be valued at its fair value as determined under fair value pricing procedures
|
approved by the Board of Trustees. These fair value pricing procedures will also be used to price a security when corporate events, events in the securities market and/or world events cause the Adviser to believe that a security’s last
sale price may not reflect its actual fair market value. The intended effect of using fair value pricing procedures is to ensure that the Funds are accurately priced. The Board of Trustees will regularly evaluate whether the Funds’ fair
value pricing procedures continue to be appropriate in light of the specific circumstances of the Funds and the quality of prices obtained through the application of such procedures by the Trust’s valuation committee.
|
||
FASB Accounting Standards Codification, “Fair Value Measurement” 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 disclosure regarding the inputs and valuation techniques used to measure fair value in those instances as well as expanded disclosure of valuation levels for major security
types. These inputs are summarized in the three broad levels listed below:
|
Level 1—
|
Quoted prices in active markets for identical securities.
|
||
Level 2—
|
Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
|
||
Level 3—
|
Significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments).
|
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Funds’ investments carried at
fair value as of August 31, 2020:
|
Mid Cap Growth Fund
|
||||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||||
Equity
|
||||||||||||||||||
Common Stocks
|
$
|
79,680,747
|
$
|
—
|
$
|
—
|
$
|
79,680,747
|
||||||||||
Money Market Funds
|
310,722
|
—
|
—
|
310,722
|
||||||||||||||
Total Investments
|
||||||||||||||||||
in Securities
|
$
|
79,991,469
|
$
|
—
|
$
|
—
|
$
|
79,991,469
|
Quality Large Cap Fund
|
||||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||||
Equity
|
||||||||||||||||||
Common Stocks
|
$
|
259,546,448
|
$
|
—
|
$
|
—
|
$
|
259,546,448
|
||||||||||
Exchange Traded Funds
|
14,554,850
|
—
|
—
|
14,554,850
|
||||||||||||||
Money Market Funds
|
1,634,263
|
—
|
—
|
1,634,263
|
||||||||||||||
Total Investments
|
||||||||||||||||||
in Securities
|
$
|
275,735,561
|
$
|
—
|
$
|
—
|
$
|
275,735,561
|
The Funds did not hold financial derivative instruments during the period presented.
|
||
(b)
|
Federal Income Taxes
|
|
The Funds comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and make the requisite distributions of income and capital gains to their shareholders sufficient to
relieve them from all or substantially all federal income taxes. Therefore, no federal income tax provision has been provided.
|
||
(c)
|
Distributions to Shareholders
|
|
The Mid Cap Growth Fund will make distributions of net investment income and net capital gain, if any, at least annually. The Quality Large Cap Fund will make distributions of net investment income, if any, at least quarterly, and net
capital gain, if any, at least annually. Distributions from net realized gains for book purposes may include short-term capital gains. All short-term capital gains are included in ordinary income for tax purposes. Distributions to
shareholders are recorded on the ex-dividend date. The Funds may also pay a special distribution at the end of the calendar year to comply with federal tax requirements.
|
||
The amount of the dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are either temporary or
permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment.
|
||
(d)
|
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.
|
(e)
|
Share Valuation
|
|
The NAV per share of each Fund is calculated by dividing the sum of the value of the securities held by each Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares
outstanding for each Fund, rounded to the nearest cent. The Funds’ shares will not be priced on the days on which the NYSE is closed for trading. The offering and redemption price per share for each Fund is equal to the Fund’s NAV per share.
|
||
(f)
|
Allocation of Income, Expenses and Gains/Losses
|
|
Income, expenses (other than those deemed attributable to a specific share class), and gains and losses of the Funds are allocated daily to each class of shares based upon the ratio of net assets represented by each class as a percentage
of the net assets of each 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. Expenses associated with a specific fund
in the Trust are charged to that fund. Common Trust expenses are typically allocated evenly between the funds of the Trust, or by other equitable means.
|
||
(g)
|
Other
|
|
Investment transactions are recorded on the trade date. The Funds determine the gain or loss from investment transactions using the best tax relief order. Dividend income is recognized on the ex-dividend date and interest income is
recognized on an accrual basis.
|
(3)
|
Federal Tax Matters
|
The tax character of distributions paid to shareholders for the years ended February 29, 2020 and February 28, 2019 were as follows:
|
Ordinary
|
Long-Term
|
||||||||
Income
|
Capital Gain
|
||||||||
Mid Cap Growth Fund
|
|||||||||
Year ended February 29, 2020
|
$
|
85,966
|
$
|
2,541,812
|
|||||
Year ended February 28, 2019
|
$
|
—
|
$
|
—
|
|||||
Quality Large Cap Fund
|
|||||||||
Year ended February 29, 2020
|
$
|
3,203,792
|
$
|
9,997,667
|
|||||
Year ended February 28, 2019
|
$
|
3,552,533
|
$
|
6,983,320
|
|||||
As of February 29, 2020, the components of accumulated earnings (losses) on a tax basis were as follows:
|
Mid Cap
|
Quality Large
|
||||||||
Growth Fund
|
Cap Fund
|
||||||||
Cost basis of investments for
|
|||||||||
federal income tax purposes
|
$
|
38,883,561
|
$
|
177,527,233
|
|||||
Gross tax unrealized appreciation
|
$
|
29,829,283
|
$
|
68,122,485
|
|||||
Gross tax unrealized depreciation
|
(1,707,215
|
)
|
(8,402,368
|
)
|
|||||
Net tax unrealized appreciation
|
$
|
28,122,068
|
$
|
59,720,117
|
|||||
Undistributed ordinary income
|
$
|
—
|
$
|
564,925
|
|||||
Undistributed long-term capital gain
|
2,763,495
|
6,464,033
|
|||||||
Total distributable earnings
|
$
|
2,763,495
|
$
|
7,028,958
|
|||||
Other accumulated loss
|
—
|
—
|
|||||||
Total accumulated earnings
|
$
|
30,885,563
|
$
|
66,749,075
|
The difference between book-basis and tax-basis cost of investments is attributable to the tax deferral of wash sale losses.
|
|
The Funds had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of February 29, 2020. Also, the Funds recognized no interest and penalties related to uncertain tax benefits in fiscal
year 2020. At February 29, 2020, the fiscal years 2017 through 2020 remained open to examination in the Funds’ major tax jurisdictions.
|
|
(4)
|
Investment Adviser
|
The Trust has entered into an Investment Advisory Agreement (the “Agreement”) with the Adviser to furnish investment advisory services to the Funds. Under the terms of the Agreement, the Trust, on behalf of the Mid Cap Growth Fund,
compensates the Adviser for its management services at the annual rate of 0.75% of the Fund’s average daily net assets. The Trust, on behalf of the Quality Large Cap Fund, compensates the Adviser for its management services at the annual
rate of 0.65% of the Fund’s average daily net assets.
|
|
The Adviser has contractually agreed to waive its management fee and/or reimburse the Funds’ other expenses at least through June 28, 2022, at the discretion of the Adviser and the Board of Trustees, to the extent necessary to ensure that
the Funds’ total operating expenses (exclusive of front-end or contingent deferred sales loads, Rule 12b-1 fees, shareholder servicing plan fees, taxes, leverage expenses, interest, brokerage commissions, expenses incurred in connection with
any merger or reorganization, dividends or interest on short positions, acquired fund fees and expenses and extraordinary expenses such as litigation) do not exceed 1.25% of each
|
Fund’s average daily net assets. Any such waiver or reimbursement is subject to later adjustment to allow the Adviser to recoup amounts waived or reimbursed within three years from the date such amount was waived or reimbursed, subject to
the operating expense limitation agreement, if such reimbursements will not cause a Fund to exceed the lesser of: (1) the expense limitation in place at the time of the waiver and/or expense payment; or (2) the expense limitation in place at
the time of the recoupment. The Funds did not have any previously waived expenses subject to potential recoupment at the period end.
|
|
(5)
|
Related Party Transactions
|
U.S. Bancorp Fund Services, LLC (doing business as U.S. Bank Global Fund Services) (“Fund Services”) acts as the Funds’ administrator under an Administration Agreement. Fund Services prepares various federal and state regulatory filings,
reports and returns for the Funds; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Funds’ custodian, transfer agent and accountants; and coordinates the preparation and payment of the Funds’
expenses and reviews the Funds’ expense accruals. Fund Services also serves as the fund accountant and transfer agent to the Funds. U.S. Bank, N.A. (“US Bank”), an affiliate of Fund Services, serves as each Fund’s custodian. Fees and
expenses incurred for the six months ended August 31, 2020, and owed as of August 31, 2020, are as follows:
|
Administration
|
Incurred
|
Owed
|
|||||||
Bright Rock Mid Cap Growth Fund
|
$
|
40,645
|
$
|
12,046
|
|||||
Bright Rock Quality Large Cap Fund
|
$
|
121,568
|
$
|
40,482
|
|||||
Fund Accounting
|
Incurred
|
Owed
|
|||||||
Bright Rock Mid Cap Growth Fund
|
$
|
18,079
|
$
|
6,602
|
|||||
Bright Rock Quality Large Cap Fund
|
$
|
48,853
|
$
|
17,868
|
|||||
Transfer Agency
|
Incurred*
|
Owed
|
|||||||
Bright Rock Mid Cap Growth Fund
|
$
|
12,605
|
$
|
4,457
|
|||||
Bright Rock Quality Large Cap Fund
|
$
|
18,001
|
$
|
6,679
|
|||||
Custody
|
Incurred
|
Owed
|
|||||||
Bright Rock Mid Cap Growth Fund
|
$
|
4,015
|
$
|
1,580
|
|||||
Bright Rock Quality Large Cap Fund
|
$
|
13,860
|
$
|
5,061
|
*
|
These amounts do not include sub-transfer agency fees, therefore may not agree to the Statements of Operations.
|
The Funds each have a line of credit with US Bank (see Note 8).
|
|
Certain officers of the Funds are also employees of Fund Services. A Trustee of the Trust is affiliated with Fund Services and US Bank.
|
The Trust’s Chief Compliance Officer (“CCO”) is also an employee of Fund Services. Each Fund’s allocation of the Trust’s Chief Compliance Officer fee incurred for the six months ended August 31, 2020, and owed as of August 31, 2020, is as
follows:
|
CCO
|
Incurred
|
Owed
|
|||||||
Bright Rock Mid Cap Growth Fund
|
$
|
6,256
|
$
|
2,084
|
|||||
Bright Rock Quality Large Cap Fund
|
$
|
6,256
|
$
|
2,087
|
(6)
|
Capital Share Transactions
|
||||||||
Six Months Ended
|
Year Ended
|
||||||||
Mid Cap Growth Fund – Institutional Class
|
August 31, 2020
|
February 29, 2020
|
|||||||
Shares Sold
|
433,932
|
695,840
|
|||||||
Shares Issued to Holders in
|
|||||||||
Reinvestment of Distributions
|
—
|
125,894
|
|||||||
Shares Redeemed
|
(385,308
|
)
|
(800,940
|
)
|
|||||
Shares Converted into Institutional Class
|
—
|
3,456
|
|||||||
Net Increase
|
48,624
|
24,250
|
|||||||
Six Months Ended
|
Year Ended
|
||||||||
Mid Cap Growth Fund – Investor Class
|
August 31, 2020
|
February 29, 2020
|
|||||||
Shares Sold
|
—
|
—
|
|||||||
Shares Issued to Holders in
|
|||||||||
Reinvestment of Distributions
|
—
|
—
|
|||||||
Shares Redeemed
|
—
|
—
|
|||||||
Shares Converted from Investor Class
|
—
|
(3,456
|
)
|
||||||
Net Decrease
|
—
|
(3,456
|
)
|
||||||
Six Months Ended
|
Year Ended
|
||||||||
Quality Large Cap Fund – Institutional Class
|
August 31, 2020
|
February 29, 2020
|
|||||||
Shares Sold
|
1,693,219
|
2,028,426
|
|||||||
Shares Issued to Holders in
|
|||||||||
Reinvestment of Distributions
|
1,803
|
550,106
|
|||||||
Shares Redeemed
|
(1,103,861
|
)
|
(2,364,677
|
)
|
|||||
Shares Converted into Institutional Class
|
—
|
620
|
|||||||
Net Increase
|
591,161
|
214,475
|
Six Months Ended
|
Year Ended
|
||||||||
Quality Large Cap Fund – Investor Class
|
August 31, 2020
|
February 29, 2020
|
|||||||
Shares Sold
|
—
|
—
|
|||||||
Shares Issued to Holders in
|
|||||||||
Reinvestment of Distributions
|
—
|
5
|
|||||||
Shares Redeemed
|
—
|
(628
|
)
|
||||||
Shares Converted from Investor Class
|
—
|
(620
|
)
|
||||||
Net Decrease
|
—
|
(1,243
|
)
|
(7)
|
Investment Transactions
|
The aggregate purchases and sales of securities, excluding short-term investments, for the Funds for the six months ended August 31, 2020 are summarized below. There were no purchases or sales of U.S. government securities for the Funds.
|
Mid Cap Growth Fund
|
Quality Large Cap Fund
|
||
Purchases
|
$9,827,057
|
$60,919,303
|
|
Sales
|
$9,362,815
|
$54,579,971
|
(8)
|
Line of Credit
|
The Funds each have lines of credit, maturing August 7, 2021, of the lesser of 33.33% of the fair value of unencumbered net assets of a Fund or the amount of $3,500,000 and $25,000,000 for the Mid Cap Growth Fund and Quality Large Cap
Fund, respectively. These unsecured lines of credit are intended to provide short-term financing, if necessary, and subject to certain restrictions, in connection with shareholder redemptions. The credit facility is with the Funds’ custodian,
US Bank. Interest was accrued at the prime rate of 3.25%.
|
Average
|
Maximum
|
Date of
|
||||||||||||||||
Days
|
Amount of
|
Interest
|
Amount of
|
Maximum
|
||||||||||||||
Utilized
|
Borrowing
|
Expense*
|
Borrowing
|
Borrowing
|
||||||||||||||
Mid Cap Growth Fund
|
14
|
$
|
91,571
|
|
$116
|
$
|
370,000
|
8/18/2020
|
||||||||||
Quality Large Cap Fund
|
15
|
$
|
578,400
|
|
$783
|
$
|
1,570,000
|
3/23/2020
|
* |
Interest expense is included within “other expenses” on the Statements of Operations. |
(9)
|
Subsequent Event
|
On September 18, 2020, the Quality Large Cap Fund declared and paid a distribution of $1,005,539 to the shareholders of record on September 17, 2020.
|
|
(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 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 Adviser will monitor developments and seek to manage each 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.
|
1. |
NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED TO THE FUNDS
|
2. |
INVESTMENT PERFORMANCE OF THE FUNDS AND THE ADVISER
|
3. |
COSTS OF SERVICES PROVIDED AND PROFITS REALIZED BY THE ADVISER
|
4. |
EXTENT OF ECONOMIES OF SCALE AS THE FUNDS GROW
|
5. |
BENEFITS DERIVED FROM THE RELATIONSHIP WITH THE FUNDS
|
•
|
information we receive about you on applications or other forms;
|
•
|
information you give us orally; and
|
•
|
information about your transactions with us or others.
|
Bright Rock Quality Large Cap
|
100.00%
|
|
Bright Rock Mid Cap Growth
|
100.00%
|
Bright Rock Quality Large Cap
|
100.00%
|
|
Bright Rock Mid Cap Growth
|
100.00%
|
Number of
|
Other
|
||||
Term of
|
Portfolios
|
Principal
|
Directorships
|
||
Name,
|
Position(s)
|
Office and
|
in the Trust
|
Occupation(s)
|
Held by Trustee
|
Address and
|
Held with
|
Length of
|
Overseen
|
During the
|
During the
|
Year of Birth
|
the Trust
|
Time Served
|
by Trustee
|
Past Five Years
|
Past Five Years
|
Michael D. Akers, Ph.D.
|
Trustee
|
Indefinite
|
21
|
Professor Emeritus,
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
Department of
|
Trustee, USA
|
||
Milwaukee, WI 53202
|
August 22,
|
Accounting (June
|
MUTUALS
|
||
Year of Birth: 1955
|
2001
|
2019–present);
|
(an open-end
|
||
Professor,
|
investment
|
||||
Department of
|
company with
|
||||
Accounting
|
two portfolios).
|
||||
(2004–2019);
|
|||||
Chair, Department
|
|||||
of Accounting
|
|||||
(2004–2017),
|
|||||
Marquette University.
|
|||||
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 company)
|
MUTUALS
|
||
Year of Birth: 1956
|
2001
|
(1986–present).
|
(an open-end
|
||
investment
|
|||||
company with
|
|||||
two portfolios).
|
Number of
|
Other
|
||||
Term of
|
Portfolios
|
Principal
|
Directorships
|
||
Name,
|
Position(s)
|
Office and
|
in the Trust
|
Occupation(s)
|
Held by Trustee
|
Address and
|
Held with
|
Length of
|
Overseen
|
During the
|
During the
|
Year of Birth
|
the Trust
|
Time Served
|
by Trustee
|
Past Five Years
|
Past Five Years
|
Jonas B. Siegel
|
Trustee
|
Indefinite
|
21
|
Retired
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
(2011–present);
|
Trustee, Gottex
|
||
Milwaukee, WI 53202
|
October 23,
|
Managing Director,
|
Trust (an open-
|
||
Year of Birth: 1943
|
2009
|
Chief Administrative
|
end investment
|
||
Officer (“CAO”) and
|
company)
|
||||
Chief Compliance
|
(2010–2016);
|
||||
Officer (“CCO”),
|
Independent
|
||||
Granite Capital
|
Manager,
|
||||
International Group,
|
Ramius IDF
|
||||
L.P. (an investment
|
fund complex
|
||||
management firm)
|
(two closed-end
|
||||
(1994–2011).
|
investment
|
||||
companies)
|
|||||
(2010–2015);
|
|||||
Independent
|
|||||
Trustee, Gottex
|
|||||
Multi-Asset
|
|||||
Endowment fund
|
|||||
complex (three
|
|||||
closed-end
|
|||||
investment
|
|||||
companies)
|
|||||
(2010–2015);
|
|||||
Independent
|
|||||
Trustee, Gottex
|
|||||
Multi-
|
|||||
Alternatives fund
|
|||||
complex (three
|
|||||
closed-end
|
|||||
investment
|
|||||
companies)
|
|||||
(2010–2015).
|
Number of
|
Other
|
||||
Term of
|
Portfolios
|
Principal
|
Directorships
|
||
Name,
|
Position(s)
|
Office and
|
in the Trust
|
Occupation(s)
|
Held by Trustee
|
Address and
|
Held with
|
Length of
|
Overseen
|
During the
|
During the
|
Year of Birth
|
the Trust
|
Time Served
|
by Trustee
|
Past Five Years
|
Past Five Years
|
Joseph C. Neuberger*
|
Chairperson
|
Indefinite
|
21
|
President (2017–
|
Trustee, USA
|
615 E. Michigan St.
|
and
|
Term; Since
|
present), Chief
|
MUTUALS
|
|
Milwaukee, WI 53202
|
Trustee
|
August 22,
|
Operating Officer
|
(an open-end
|
|
Year of Birth: 1962
|
2001
|
(2016–2020),
|
investment
|
||
Executive Vice
|
company)
|
||||
President (1994–
|
(2001–2018);
|
||||
2017), U.S.
|
Trustee, Buffalo
|
||||
Bancorp Fund
|
Funds (an open-
|
||||
Services, LLC.
|
end investment
|
||||
company)
|
|||||
|
(2003–2017).
|
||||
John P. Buckel
|
President
|
Indefinite
|
N/A
|
Vice President,
|
N/A
|
615 E. Michigan St.
|
and
|
Term; Since
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
Principal
|
January 24,
|
Services, LLC
|
||
Year of Birth: 1957
|
Executive
|
2013
|
(2004–present).
|
||
Officer
|
|||||
Jennifer A. Lima
|
Vice
|
Indefinite
|
N/A
|
Vice President,
|
N/A
|
615 E. Michigan St.
|
President,
|
Term; Since
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
Treasurer
|
January 24,
|
Services, LLC
|
||
Year of Birth: 1974
|
and
|
2013
|
(2002–present).
|
||
Principal
|
|||||
Financial
|
|||||
and
|
|||||
Accounting
|
|||||
Officer
|
*
|
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.
|
Number of
|
Other
|
||||
Term of
|
Portfolios
|
Principal
|
Directorships
|
||
Name,
|
Position(s)
|
Office and
|
in the Trust
|
Occupation(s)
|
Held by Trustee
|
Address and
|
Held with
|
Length of
|
Overseen
|
During the
|
During the
|
Year of Birth
|
the Trust
|
Time Served
|
by Trustee
|
Past Five Years
|
Past Five Years
|
Elizabeth B. Scalf
|
Chief
|
Indefinite
|
N/A
|
Senior Vice President,
|
N/A
|
615 E. Michigan St.
|
Compliance
|
Term; Since
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
Officer,
|
July 1,
|
Services, LLC (February
|
||
Year of Birth: 1985
|
Vice
|
2017
|
2017–present); Vice
|
||
President
|
President and Assistant
|
||||
and
|
CCO, Heartland Advisors,
|
||||
Anti-Money
|
Inc. (December 2016–
|
||||
Laundering
|
January 2017); Vice
|
||||
|
Officer
|
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.
|
|||||
Jay S. Fitton
|
Secretary
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Term; Since
|
U.S. Bancorp Fund
|
|||
Milwaukee, WI 53202
|
July 22,
|
Services, LLC
|
|||
Year of Birth: 1970
|
2019
|
(2019–present); Partner,
|
|||
Practus, LLP (2018–
|
|||||
2019); Counsel, Drinker
|
|||||
Biddle & Reath (2016–
|
|||||
2018); Counsel,
|
|||||
Huntington Bancshares
|
|||||
Inc. (2011–2015).
|
|||||
Kelly A. Burns
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
April 23,
|
Services, LLC
|
|||
Year of Birth: 1987
|
2015
|
(2011–present).
|
|||
Melissa Aguinaga
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
July 1,
|
Services, LLC
|
|||
Year of Birth: 1987
|
2015
|
(2010–present).
|
|||
Laura A. Carroll
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
August 20,
|
Services, LLC
|
|||
Year of Birth: 1985
|
2018
|
(2007–present).
|
(a)
|
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
|
(b)
|
Not Applicable
|
(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 of the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
(a)
|
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an
exhibit. Not Applicable.
|
1.
|
I have reviewed this report on Form N-CSR of Trust for Professional Managers;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the last fiscal half-year of
the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: 11/6/2020
|
/s/John Buckel
John Buckel President |
1.
|
I have reviewed this report on Form N-CSR of Trust for Professional Managers;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the last fiscal half-year of
the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: 11/6/2020
|
/s/Jennifer Lima
Jennifer LimaTreasurer |
/s/John Buckel
John Buckel
President, Trust for Professional Managers
|
/s/Jennifer Lima
Jennifer Lima
Treasurer, Trust for Professional Managers
|
Dated: 11/6/2020
|
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