LETTER TO SHAREHOLDERS
|
3
|
||
EXPENSE EXAMPLES
|
7
|
||
INVESTMENT HIGHLIGHTS
|
9
|
||
SCHEDULE OF INVESTMENTS
|
11
|
||
SCHEDULE OF SECURITIES SOLD SHORT
|
18
|
||
STATEMENT OF ASSETS AND LIABILITIES
|
26
|
||
STATEMENT OF OPERATIONS
|
27
|
||
STATEMENTS OF CHANGES IN NET ASSETS
|
28
|
||
STATEMENT OF CASH FLOWS
|
29
|
||
FINANCIAL HIGHLIGHTS
|
30
|
||
NOTES TO FINANCIAL STATEMENTS
|
32
|
||
REPORT OF INDEPENDENT REGISTERED
|
|||
PUBLIC ACCOUNTING FIRM
|
41
|
||
BASIS FOR TRUSTEES’ APPROVAL
|
|||
OF INVESTMENT ADVISORY AGREEMENT
|
42
|
||
STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM
|
46
|
||
NOTICE OF PRIVACY POLICY & PRACTICES
|
47
|
||
ADDITIONAL INFORMATION
|
48
|
Since
|
||||||||
Through
|
One
|
Three
|
One
|
Three
|
Five
|
Ten
|
Inception
|
|
November 30, 2020
|
Month
|
Month
|
YTD
|
Year
|
Year
|
Year
|
Year
|
Annualized
|
Convergence Long/
|
||||||||
Short Equity
|
||||||||
Institutional
|
||||||||
Class (MARNX)
|
5.65%
|
-0.07%
|
-8.78%
|
-7.68%
|
1.35%
|
5.58%
|
10.14%
|
10.53%
|
Russell 3000®
|
||||||||
Total Return
|
12.17%
|
5.75%
|
15.68%
|
19.02%
|
13.20%
|
13.95%
|
14.04%
|
13.62%
|
David J. Abitz, CFA
|
Justin Neuberg, CFA
|
President & Chief Investment Officer
|
Co-Portfolio Manager
|
Convergence Investment Partners, LLC
|
Convergence Investment Partners, LLC
|
Institutional Class
|
|||
Beginning
|
Ending
|
Expenses Paid
|
|
Account Value
|
Account Value
|
During Period
|
|
6/1/20
|
11/30/20
|
6/1/20 – 11/30/20*
|
|
Actual**
|
$1,000.00
|
$1,051.70
|
$12.11
|
Hypothetical (5% return
|
|||
before expenses)***
|
$1,000.00
|
$1,013.20
|
$11.88
|
*
|
Expenses are equal to the Fund’s annualized expense ratio of 2.36%, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). Excluding dividends on
short positions, interest and broker expenses, the Fund’s annualized expense ratio would be 1.50%.
|
|
**
|
Excluding dividends on short positions, interest and broker expenses, your actual cost of investing in the Fund would be $7.69.
|
|
***
|
Excluding dividends on short positions, interest and broker expenses, your hypothetical cost of investing in the Fund would be $7.57.
|
Russell 3000®
|
||
Institutional
|
Total Return
|
|
Class Shares
|
Index
|
|
One Year
|
-7.68%
|
19.02%
|
Three Year
|
1.35%
|
13.20%
|
Five Year
|
5.58%
|
13.95%
|
Ten Year
|
10.14%
|
14.04%
|
*
|
Inception Date
|
Schedule of Investments
|
Shares
|
Value
|
|||||||
COMMON STOCKS* 142.25%
|
||||||||
Accommodation 0.92%
|
||||||||
Penn National Gaming, Inc. (a)
|
1,195
|
$
|
83,650
|
|||||
Wyndham Destinations, Inc.
|
2,961
|
124,539
|
||||||
208,189
|
||||||||
Administrative and Support Services 0.97%
|
||||||||
Baker Hughes Co.
|
9,078
|
169,940
|
||||||
CoreLogic, Inc.
|
635
|
49,213
|
||||||
219,153
|
||||||||
Ambulatory Health Care Services 1.69%
|
||||||||
Laboratory Corp. of America Holdings (a)
|
1,142
|
228,217
|
||||||
Quest Diagnostics, Inc.
|
1,230
|
152,495
|
||||||
380,712
|
||||||||
Beverage and Tobacco Product Manufacturing 1.51%
|
||||||||
National Beverage Corp. (a)
|
3,460
|
339,184
|
||||||
Building Material and Garden Equipment
|
||||||||
and Supplies Dealers 5.54%
|
||||||||
Home Depot, Inc.
|
3,360
|
932,098
|
||||||
Lowe’s Companies, Inc.
|
2,034
|
316,938
|
||||||
1,249,036
|
||||||||
Chemical Manufacturing 10.07%
|
||||||||
AbbVie, Inc.
|
2,939
|
307,360
|
||||||
Alexion Pharmaceuticals, Inc. (a)
|
2,271
|
277,311
|
||||||
Alkermes, PLC (a)(c)
|
12,918
|
235,883
|
||||||
Dow, Inc.
|
1,790
|
94,888
|
||||||
Freeport-McMoRan, Inc.
|
7,333
|
171,519
|
||||||
Gilead Sciences, Inc.
|
3,947
|
239,464
|
||||||
Merck & Co, Inc.
|
2,909
|
233,855
|
||||||
Mosaic Co.
|
4,978
|
109,317
|
||||||
Pfizer, Inc.
|
6,577
|
251,965
|
||||||
Procter & Gamble Co.
|
2,501
|
347,314
|
||||||
2,268,876
|
||||||||
Computer and Electronic Product Manufacturing 24.40%
|
||||||||
Alphabet, Inc. – Class A (a)
|
374
|
656,146
|
||||||
Alphabet, Inc. – Class C (a)
|
373
|
656,755
|
||||||
Amkor Technology, Inc.
|
26,478
|
390,286
|
||||||
Apple, Inc. (b)
|
5,740
|
683,347
|
Schedule of Investments (Continued)
|
Shares
|
Value
|
|||||||
Computer and Electronic Product Manufacturing 24.40% (Continued)
|
||||||||
Cisco Systems, Inc. (b)
|
9,369
|
$
|
403,054
|
|||||
Hologic, Inc. (a)
|
4,015
|
277,557
|
||||||
IDEXX Laboratories, Inc. (a)
|
651
|
300,098
|
||||||
Jabil, Inc.
|
8,002
|
305,836
|
||||||
Pacific Biosciences of California, Inc. (a)
|
15,422
|
243,822
|
||||||
PerkinElmer, Inc.
|
2,140
|
284,620
|
||||||
Square, Inc. – Class A (a)(b)
|
2,499
|
527,189
|
||||||
Teradyne, Inc.
|
3,357
|
370,411
|
||||||
Texas Instruments, Inc.
|
2,500
|
403,125
|
||||||
5,502,246
|
||||||||
Construction of Buildings 1.96%
|
||||||||
Avantor, Inc. (a)
|
12,324
|
336,199
|
||||||
TRI Pointe Group, Inc. (a)
|
6,002
|
104,915
|
||||||
441,114
|
||||||||
Couriers and Messengers 1.52%
|
||||||||
FedEx Corp.
|
582
|
166,790
|
||||||
United Parcel Service, Inc. – Class B
|
1,018
|
174,149
|
||||||
340,939
|
||||||||
Credit Intermediation and Related Activities 6.53%
|
||||||||
Bank of America Corp.
|
12,301
|
346,396
|
||||||
Citigroup, Inc.
|
5,450
|
300,132
|
||||||
Hilltop Holdings, Inc.
|
3,977
|
95,806
|
||||||
JPMorgan Chase & Co.
|
2,665
|
314,150
|
||||||
OneMain Holdings, Inc.
|
10,581
|
412,553
|
||||||
1,469,037
|
||||||||
Data Processing, Hosting and Related Services 0.59%
|
||||||||
Upwork, Inc. (a)
|
4,061
|
132,876
|
||||||
Electrical Equipment, Appliance,
|
||||||||
and Component Manufacturing 3.95%
|
||||||||
Generac Holdings, Inc. (a)
|
839
|
180,888
|
||||||
Rockwell Automation, Inc.
|
684
|
174,803
|
||||||
Synaptics, Inc. (a)
|
4,373
|
340,089
|
||||||
Whirlpool Corp.
|
997
|
194,026
|
||||||
889,806
|
||||||||
Electronics and Appliance Stores 1.31%
|
||||||||
Best Buy Company, Inc.
|
2,712
|
295,066
|
Schedule of Investments (Continued)
|
Shares
|
Value
|
|||||||
Food and Beverage Stores 0.74%
|
||||||||
Kroger Co.
|
5,025
|
$
|
165,825
|
|||||
Food Manufacturing 1.86%
|
||||||||
Kellogg Co.
|
2,599
|
166,102
|
||||||
Kraft Heinz Co.
|
7,695
|
253,473
|
||||||
419,575
|
||||||||
Food Services and Drinking Places 0.35%
|
||||||||
Papa John’s International, Inc.
|
971
|
78,030
|
||||||
General Merchandise Stores 4.28%
|
||||||||
Target Corp.
|
2,338
|
419,741
|
||||||
Wal-Mart, Inc.
|
3,566
|
544,849
|
||||||
964,590
|
||||||||
Heavy and Civil Engineering Construction 0.75%
|
||||||||
Dycom Industries, Inc. (a)
|
2,677
|
168,276
|
||||||
Hospitals 1.43%
|
||||||||
HCA Healthcare, Inc.
|
2,152
|
323,037
|
||||||
Insurance Carriers and Related Activities 3.96%
|
||||||||
Arch Capital Group Ltd. (a)(c)
|
3,850
|
123,951
|
||||||
Chubb Ltd. (c)
|
909
|
134,376
|
||||||
MGIC Investment Corp.
|
10,562
|
126,322
|
||||||
Prudential Financial, Inc.
|
1,767
|
133,621
|
||||||
Radian Group, Inc.
|
6,459
|
121,946
|
||||||
Travelers Companies, Inc.
|
1,019
|
132,113
|
||||||
W. R. Berkley Corp.
|
1,859
|
121,077
|
||||||
893,406
|
||||||||
Machinery Manufacturing 2.19%
|
||||||||
AGCO Corp.
|
2,147
|
198,619
|
||||||
Brunswick Corp.
|
1,628
|
121,514
|
||||||
Deere & Co.
|
659
|
172,408
|
||||||
492,541
|
||||||||
Management of Companies and Enterprises 1.40%
|
||||||||
Capital One Financial Corp.
|
3,682
|
315,326
|
Schedule of Investments (Continued)
|
Shares
|
Value
|
|||||||
Merchant Wholesalers, Durable Goods 6.10%
|
||||||||
Arrow Electronics, Inc. (a)
|
5,495
|
$
|
503,617
|
|||||
Avnet, Inc.
|
9,946
|
301,861
|
||||||
Builders FirstSource, Inc. (a)
|
5,660
|
211,741
|
||||||
ChampionX Corp. (a)
|
14,031
|
166,688
|
||||||
Mohawk Industries, Inc. (a)
|
1,517
|
190,884
|
||||||
1,374,791
|
||||||||
Merchant Wholesalers, Nondurable Goods 2.36%
|
||||||||
Cardinal Health, Inc.
|
3,787
|
206,732
|
||||||
McKesson Corp.
|
1,805
|
324,738
|
||||||
531,470
|
||||||||
Mining (except Oil and Gas) 0.74%
|
||||||||
Southern Copper Corp.
|
2,790
|
165,643
|
||||||
Nonmetallic Mineral Product Manufacturing 0.74%
|
||||||||
3M Co.
|
966
|
166,857
|
||||||
Nonstore Retailers 4.72%
|
||||||||
Amazon.com, Inc. (a)
|
336
|
1,064,461
|
||||||
Other Information Services 4.54%
|
||||||||
Facebook, Inc. – Class A (a)
|
1,078
|
298,574
|
||||||
Pinterest, Inc. – Class A (a)
|
10,346
|
724,427
|
||||||
1,023,001
|
||||||||
Paper Manufacturing 1.72%
|
||||||||
International Paper Co.
|
2,600
|
128,648
|
||||||
Kimberly-Clark Corp.
|
1,171
|
163,132
|
||||||
Westrock Co.
|
2,271
|
95,859
|
||||||
387,639
|
||||||||
Performing Arts, Spectator Sports, and Related Industries 2.56%
|
||||||||
Activision Blizzard, Inc.
|
3,488
|
277,226
|
||||||
Boyd Gaming Corp.
|
4,002
|
154,037
|
||||||
Electronic Arts, Inc.
|
1,141
|
145,763
|
||||||
577,026
|
||||||||
Petroleum and Coal Products Manufacturing 0.92%
|
||||||||
Renewable Energy Group, Inc. (a)
|
3,573
|
207,520
|
Schedule of Investments (Continued)
|
Shares
|
Value
|
|||||||
Primary Metal Manufacturing 0.57%
|
||||||||
Nucor Corp.
|
2,394
|
$
|
128,558
|
|||||
Professional, Scientific, and Technical Services 6.59%
|
||||||||
Digital Turbine, Inc. (a)
|
12,688
|
570,705
|
||||||
H&R Block, Inc.
|
8,150
|
153,220
|
||||||
Insperity, Inc.
|
1,425
|
121,838
|
||||||
Timken Co.
|
2,947
|
216,428
|
||||||
VMware, Inc. – Class A (a)(b)
|
3,021
|
422,608
|
||||||
1,484,799
|
||||||||
Publishing Industries (except Internet) 14.12%
|
||||||||
Adobe Systems, Inc. (a)
|
889
|
425,360
|
||||||
Autodesk, Inc. (a)
|
1,651
|
462,660
|
||||||
Cadence Design Systems, Inc. (a)
|
4,131
|
480,435
|
||||||
Citrix Systems, Inc.
|
2,346
|
290,716
|
||||||
Microsoft Corp. (b)
|
2,219
|
475,021
|
||||||
Oracle Corp.
|
5,042
|
291,024
|
||||||
SPS Commerce, Inc. (a)
|
5,017
|
517,102
|
||||||
Veeva Systems, Inc. – Class A (a)
|
875
|
242,261
|
||||||
3,184,579
|
||||||||
Real Estate 0.61%
|
||||||||
CBRE Group, Inc. – Class A (a)
|
2,261
|
138,238
|
||||||
Securities, Commodity Contracts, and Other Financial
|
||||||||
Investments and Related Activities 3.09%
|
||||||||
Artisan Partners Asset Management, Inc. – Class A
|
7,516
|
338,220
|
||||||
Interactive Brokers Group, Inc. – Class A
|
2,313
|
122,034
|
||||||
MarketAxess Holdings, Inc.
|
440
|
237,239
|
||||||
697,493
|
||||||||
Specialty Trade Contractors 0.86%
|
||||||||
Quanta Services, Inc.
|
2,841
|
194,154
|
||||||
Support Activities for Mining 0.68%
|
||||||||
Schlumberger Ltd. (c)
|
7,403
|
153,908
|
||||||
Support Activities for Transportation 0.82%
|
||||||||
CH Robinson Worldwide, Inc.
|
1,972
|
185,309
|
Schedule of Investments (Continued)
|
Shares
|
Value
|
|||||||
Telecommunications 4.05%
|
||||||||
Verizon Communications, Inc.
|
8,293
|
$
|
500,980
|
|||||
Zoom Video Communications, Inc. – Class A (a)
|
862
|
412,346
|
||||||
913,326
|
||||||||
Transportation Equipment Manufacturing 4.73%
|
||||||||
Ford Motor Co.
|
49,754
|
451,766
|
||||||
Lockheed Martin Corp.
|
367
|
133,955
|
||||||
Tesla, Inc. (a)
|
847
|
480,758
|
||||||
1,066,479
|
||||||||
Truck Transportation 0.72%
|
||||||||
Landstar System, Inc.
|
1,236
|
162,435
|
||||||
Utilities 2.28%
|
||||||||
MDU Resources Group, Inc.
|
6,826
|
170,240
|
||||||
NRG Energy, Inc.
|
5,298
|
173,510
|
||||||
Vistra Corp.
|
9,056
|
169,166
|
||||||
512,916
|
||||||||
Wood Product Manufacturing 0.81%
|
||||||||
UFP Industries, Inc.
|
3,403
|
182,571
|
||||||
TOTAL COMMON STOCKS (Cost $24,385,633)
|
32,060,013
|
|||||||
REAL ESTATE INVESTMENT TRUSTS* 2.14%
|
||||||||
Forestry and Logging 0.64%
|
||||||||
Weyerhaeuser Co.
|
4,983
|
144,706
|
||||||
Professional, Scientific, and Technical Services 0.66%
|
||||||||
Lamar Advertising Co. – Class A
|
1,844
|
146,801
|
||||||
Real Estate 0.38%
|
||||||||
Mid-America Apartment Communities, Inc.
|
685
|
86,420
|
||||||
Telecommunications 0.46%
|
||||||||
Uniti Group, Inc.
|
10,071
|
103,530
|
||||||
TOTAL REAL ESTATE INVESTMENT TRUSTS
|
||||||||
(Cost $395,406)
|
481,457
|
Schedule of Investments (Continued)
|
Shares
|
Value
|
|||||||
SHORT-TERM INVESTMENTS 0.52%
|
||||||||
First American Government Obligations Fund –
|
||||||||
Class X, 0.046% (b)(d)
|
117,278
|
$
|
117,278
|
|||||
TOTAL SHORT-TERM INVESTMENTS (Cost $117,278)
|
117,278
|
|||||||
Total Investments (Cost $24,898,317) 144.91%
|
32,658,748
|
|||||||
Liabilities in Excess of Other Assets (44.91)%
|
(10,121,886
|
)
|
||||||
TOTAL NET ASSETS 100.00%
|
$
|
22,536,862
|
*
|
Unless otherwise noted, all or a portion of these securities, totaling $29,725,610 are pledged as collateral for securities sold short.
|
(a)
|
Non-income producing security.
|
(b)
|
This security is not pledged as collateral for securities sold short.
|
(c)
|
Foreign issued security.
|
(d)
|
Seven day yield as of November 30, 2020.
|
Ltd.
|
Limited Liability Company.
|
PLC
|
Public Limited Company.
|
Schedule of Securities Sold Short
|
Shares
|
Value
|
|||||||
SECURITIES SOLD SHORT (46.13)%
|
||||||||
COMMON STOCKS (44.13)%
|
||||||||
Accommodation (0.46)%
|
||||||||
Caesars Entertainment, Inc.
|
(374
|
)
|
$
|
(25,477
|
)
|
|||
Extended Stay America, Inc.
|
(3,045
|
)
|
(41,747
|
)
|
||||
MGM Resorts International
|
(1,341
|
)
|
(37,883
|
)
|
||||
(105,107
|
)
|
|||||||
Administrative and Support Services (1.74)%
|
||||||||
ADT, Inc.
|
(3,668
|
)
|
(28,500
|
)
|
||||
Dun & Bradstreet Holdings, Inc.
|
(1,026
|
)
|
(27,507
|
)
|
||||
IHS Markit Ltd. (a)
|
(231
|
)
|
(22,975
|
)
|
||||
Perspecta, Inc.
|
(5,411
|
)
|
(121,316
|
)
|
||||
R1 RCM, Inc.
|
(3,036
|
)
|
(61,570
|
)
|
||||
US Ecology, Inc.
|
(1,087
|
)
|
(36,838
|
)
|
||||
WEX, Inc.
|
(545
|
)
|
(94,416
|
)
|
||||
(393,122
|
)
|
|||||||
Air Transportation (0.61)%
|
||||||||
American Airlines Group, Inc.
|
(2,294
|
)
|
(32,414
|
)
|
||||
JetBlue Airways Corp.
|
(2,112
|
)
|
(31,870
|
)
|
||||
Spirit Airlines, Inc.
|
(3,117
|
)
|
(70,538
|
)
|
||||
(134,822
|
)
|
|||||||
Ambulatory Health Care Services (0.37)%
|
||||||||
Axsome Therapeutics, Inc.
|
(509
|
)
|
(36,897
|
)
|
||||
Y-mAbs Therapeutics, Inc.
|
(902
|
)
|
(45,885
|
)
|
||||
(82,782
|
)
|
|||||||
Animal Production and Aquaculture (0.21)%
|
||||||||
Cal-Maine Foods, Inc.
|
(1,225
|
)
|
(47,934
|
)
|
||||
Apparel Manufacturing (0.15)%
|
||||||||
VF Corp.
|
(398
|
)
|
(33,193
|
)
|
||||
Beverage and Tobacco Product Manufacturing (0.34)%
|
||||||||
Keurig Dr Pepper, Inc.
|
(2,507
|
)
|
(76,338
|
)
|
||||
Broadcasting (except Internet) (3.14)%
|
||||||||
Cable One, Inc.
|
(58
|
)
|
(114,879
|
)
|
||||
Liberty Latin America Ltd. – Class C (a)
|
(7,203
|
)
|
(81,466
|
)
|
||||
Liberty Media Corp. Formula One – Class C
|
(2,541
|
)
|
(106,163
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Broadcasting (except Internet) (3.14)% (Continued)
|
||||||||
Liberty Media Corp. Liberty SiriusXM – Class A
|
(1,861
|
)
|
$
|
(76,189
|
)
|
|||
Madison Square Garden Co.
|
(598
|
)
|
(101,301
|
)
|
||||
Sirius XM Holdings, Inc.
|
(16,578
|
)
|
(107,591
|
)
|
||||
Walt Disney Co.
|
(812
|
)
|
(120,183
|
)
|
||||
(707,772
|
)
|
|||||||
Chemical Manufacturing (3.93)%
|
||||||||
Acceleron Pharma, Inc.
|
(384
|
)
|
(45,339
|
)
|
||||
Albemarle Corp.
|
(349
|
)
|
(47,454
|
)
|
||||
Arena Pharmaceuticals, Inc.
|
(497
|
)
|
(32,737
|
)
|
||||
Bridgebio Pharma, Inc.
|
(1,089
|
)
|
(54,711
|
)
|
||||
CF Industries Holdings, Inc.
|
(1,366
|
)
|
(50,952
|
)
|
||||
CMC Materials, Inc.
|
(239
|
)
|
(36,873
|
)
|
||||
Deciphera Pharmaceuticals, Inc.
|
(424
|
)
|
(26,203
|
)
|
||||
Edgewell Personal Care Co.
|
(2,135
|
)
|
(74,191
|
)
|
||||
Energizer Holdings, Inc.
|
(2,243
|
)
|
(93,959
|
)
|
||||
Global Blood Therapeutics, Inc.
|
(756
|
)
|
(34,708
|
)
|
||||
Intra-Cellular Therapies, Inc.
|
(1,675
|
)
|
(39,597
|
)
|
||||
Iovance Biotherapeutics, Inc.
|
(914
|
)
|
(35,472
|
)
|
||||
Karuna Therapeutics, Inc.
|
(392
|
)
|
(39,110
|
)
|
||||
Linde PLC (a)
|
(157
|
)
|
(40,258
|
)
|
||||
Revance Therapeutics, Inc.
|
(921
|
)
|
(22,233
|
)
|
||||
Rocket Pharmaceuticals, Inc.
|
(1,298
|
)
|
(40,186
|
)
|
||||
Sage Therapeutics, Inc.
|
(614
|
)
|
(45,491
|
)
|
||||
TG Therapeutics, Inc.
|
(1,512
|
)
|
(44,362
|
)
|
||||
Turning Point Therapeutics, Inc.
|
(397
|
)
|
(42,281
|
)
|
||||
Zogenix, Inc.
|
(1,861
|
)
|
(39,881
|
)
|
||||
(885,998
|
)
|
|||||||
Clothing and Clothing Accessories Stores (0.56)%
|
||||||||
Ross Stores, Inc.
|
(1,169
|
)
|
(125,691
|
)
|
||||
Computer and Electronic Product Manufacturing (4.94)%
|
||||||||
Coherent, Inc.
|
(1,345
|
)
|
(163,795
|
)
|
||||
Cubic Corp.
|
(756
|
)
|
(44,271
|
)
|
||||
Fortive Corp.
|
(726
|
)
|
(50,914
|
)
|
||||
Intel Corp.
|
(2,912
|
)
|
(140,795
|
)
|
||||
L3Harris Technologies, Inc.
|
(285
|
)
|
(54,717
|
)
|
||||
MaxLinear, Inc.
|
(2,702
|
)
|
(84,438
|
)
|
||||
Micron Technology, Inc.
|
(1,748
|
)
|
(112,029
|
)
|
||||
SolarEdge Technologies, Inc.
|
(492
|
)
|
(136,766
|
)
|
||||
Sonos, Inc.
|
(925
|
)
|
(20,572
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Computer and Electronic Product Manufacturing (4.94)% (Continued)
|
||||||||
ViaSat, Inc.
|
(5,370
|
)
|
$
|
(182,580
|
)
|
|||
Xperi Holding Corp.
|
(6,501
|
)
|
(124,039
|
)
|
||||
(1,114,916
|
)
|
|||||||
Credit Intermediation and Related Activities (2.20)%
|
||||||||
Ameris Bancorp
|
(1,727
|
)
|
(58,735
|
)
|
||||
CVB Financial Corp.
|
(2,181
|
)
|
(41,417
|
)
|
||||
Euronet Worldwide, Inc.
|
(945
|
)
|
(127,046
|
)
|
||||
First Republic Bank
|
(315
|
)
|
(40,811
|
)
|
||||
FNB Corp.
|
(4,424
|
)
|
(39,064
|
)
|
||||
Fulton Financial Corp.
|
(2,664
|
)
|
(32,820
|
)
|
||||
Independent Bank Corp.
|
(540
|
)
|
(36,526
|
)
|
||||
Independent Bank Group, Inc.
|
(670
|
)
|
(37,594
|
)
|
||||
Truist Financial Corp.
|
(891
|
)
|
(41,360
|
)
|
||||
Wintrust Financial Corp.
|
(669
|
)
|
(36,454
|
)
|
||||
(491,827
|
)
|
|||||||
Data Processing, Hosting and Related Services (0.52)%
|
||||||||
Fidelity National Information Services, Inc.
|
(796
|
)
|
(118,134
|
)
|
||||
Electrical Equipment, Appliance,
|
||||||||
and Component Manufacturing (0.22)%
|
||||||||
Armstrong World Industries, Inc.
|
(630
|
)
|
(48,548
|
)
|
||||
Fabricated Metal Product Manufacturing (0.25)%
|
||||||||
Axon Enterprise, Inc.
|
(447
|
)
|
(56,183
|
)
|
||||
Food and Beverage Stores (0.41)%
|
||||||||
Grocery Outlet Holding Corp.
|
(2,377
|
)
|
(91,800
|
)
|
||||
Food Manufacturing (0.86)%
|
||||||||
Hostess Brands, Inc.
|
(3,414
|
)
|
(46,260
|
)
|
||||
McCormick & Company, Inc.
|
(413
|
)
|
(77,223
|
)
|
||||
Simply Good Foods Co.
|
(3,222
|
)
|
(70,046
|
)
|
||||
(193,529
|
)
|
|||||||
Food Services and Drinking Places (0.42)%
|
||||||||
Casey’s General Stores, Inc.
|
(322
|
)
|
(58,501
|
)
|
||||
Starbucks Corp.
|
(362
|
)
|
(35,483
|
)
|
||||
(93,984
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Funds, Trusts, and Other Financial Vehicles (0.48)%
|
||||||||
Carlyle Group, Inc.
|
(2,419
|
)
|
$
|
(68,724
|
)
|
|||
Renaissancere Holdings Ltd. (a)
|
(250
|
)
|
(41,160
|
)
|
||||
(109,884
|
)
|
|||||||
Furniture and Home Furnishings Stores (1.09)%
|
||||||||
Floor & Decor Holdings, Inc. – Class A
|
(1,618
|
)
|
(129,586
|
)
|
||||
Switch, Inc. – Class A
|
(7,398
|
)
|
(116,814
|
)
|
||||
(246,400
|
)
|
|||||||
General Merchandise Stores (1.40)%
|
||||||||
Burlington Stores, Inc.
|
(773
|
)
|
(168,932
|
)
|
||||
Five Below, Inc.
|
(928
|
)
|
(145,139
|
)
|
||||
(314,071
|
)
|
|||||||
Health and Personal Care Stores (0.67)%
|
||||||||
Ulta Beauty, Inc.
|
(551
|
)
|
(151,745
|
)
|
||||
Insurance Carriers and Related Activities (0.63)%
|
||||||||
American Equity Investment Life Holding Co.
|
(1,281
|
)
|
(33,665
|
)
|
||||
American National Group, Inc.
|
(378
|
)
|
(32,047
|
)
|
||||
eHealth, Inc.
|
(607
|
)
|
(46,126
|
)
|
||||
Kemper Corp.
|
(431
|
)
|
(32,303
|
)
|
||||
(144,141
|
)
|
|||||||
Leather and Allied Product Manufacturing (0.27)%
|
||||||||
Skechers U.S.A., Inc. – Class A
|
(902
|
)
|
(30,190
|
)
|
||||
Steven Madden Ltd.
|
(1,000
|
)
|
(31,470
|
)
|
||||
(61,660
|
)
|
|||||||
Management of Companies and Enterprises (0.46)%
|
||||||||
Cannae Holdings, Inc.
|
(1,725
|
)
|
(68,000
|
)
|
||||
Simmons First National Corp. – Class A
|
(1,872
|
)
|
(36,504
|
)
|
||||
(104,504
|
)
|
|||||||
Merchant Wholesalers, Durable Goods (1.41)%
|
||||||||
Hexcel Corp.
|
(965
|
)
|
(47,787
|
)
|
||||
InterDigital, Inc.
|
(1,231
|
)
|
(73,749
|
)
|
||||
New Relic, Inc.
|
(2,000
|
)
|
(119,460
|
)
|
||||
Silk Road Medical, Inc.
|
(1,344
|
)
|
(77,011
|
)
|
||||
(318,007
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Merchant Wholesalers, Nondurable Goods (0.36)%
|
||||||||
Allakos, Inc.
|
(416
|
)
|
$
|
(44,524
|
)
|
|||
Livent Corp.
|
(2,368
|
)
|
(35,923
|
)
|
||||
(80,447
|
)
|
|||||||
Mining (except Oil and Gas) (0.20)%
|
||||||||
Novagold Resources, Inc. (a)
|
(4,519
|
)
|
(45,009
|
)
|
||||
Miscellaneous Manufacturing (1.80)%
|
||||||||
AtriCure, Inc.
|
(1,999
|
)
|
(86,916
|
)
|
||||
Baxter International, Inc.
|
(812
|
)
|
(61,769
|
)
|
||||
Cardiovascular Systems, Inc.
|
(2,152
|
)
|
(74,158
|
)
|
||||
DexCom, Inc.
|
(209
|
)
|
(66,813
|
)
|
||||
Hasbro, Inc.
|
(356
|
)
|
(33,119
|
)
|
||||
Tandem Diabetes Care, Inc.
|
(888
|
)
|
(83,365
|
)
|
||||
(406,140
|
)
|
|||||||
Miscellaneous Store Retailers (0.29)%
|
||||||||
KKR & Co, Inc.
|
(1,727
|
)
|
(65,505
|
)
|
||||
Motion Picture and Sound Recording Industries (0.23)%
|
||||||||
Cinemark Holdings, Inc.
|
(3,350
|
)
|
(51,758
|
)
|
||||
Oil and Gas Extraction (0.24)%
|
||||||||
Apache Corp.
|
(4,179
|
)
|
(53,867
|
)
|
||||
Other Information Services (0.35)%
|
||||||||
Twitter, Inc.
|
(1,676
|
)
|
(77,951
|
)
|
||||
Performing Arts, Spectator Sports, and Related Industries (0.66)%
|
||||||||
Churchill Downs, Inc.
|
(195
|
)
|
(35,084
|
)
|
||||
Live Nation Entertainment, Inc.
|
(1,715
|
)
|
(112,590
|
)
|
||||
(147,674
|
)
|
|||||||
Petroleum and Coal Products Manufacturing (0.19)%
|
||||||||
Quaker Chemical Corp.
|
(177
|
)
|
(43,719
|
)
|
||||
Primary Metal Manufacturing (1.20)%
|
||||||||
Allegheny Technologies, Inc.
|
(2,728
|
)
|
(36,801
|
)
|
||||
Howmet Aerospace, Inc.
|
(2,025
|
)
|
(47,507
|
)
|
||||
Viavi Solutions, Inc.
|
(13,781
|
)
|
(186,664
|
)
|
||||
(270,972
|
)
|
|||||||
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Professional, Scientific, and Technical Services (3.59)%
|
||||||||
Allogene Therapeutics, Inc.
|
(1,421
|
)
|
$
|
(44,122
|
)
|
|||
Alteryx, Inc. – Class A
|
(930
|
)
|
(111,451
|
)
|
||||
Axonics Modulation Technologies, Inc.
|
(1,717
|
)
|
(75,359
|
)
|
||||
Epizyme, Inc.
|
(3,709
|
)
|
(50,962
|
)
|
||||
F5 Networks, Inc.
|
(605
|
)
|
(98,500
|
)
|
||||
International Business Machines Corp.
|
(1,005
|
)
|
(124,138
|
)
|
||||
Pluralsight, Inc. – Class A
|
(7,268
|
)
|
(119,050
|
)
|
||||
Proofpoint, Inc.
|
(1,103
|
)
|
(114,149
|
)
|
||||
RealPage, Inc.
|
(564
|
)
|
(38,910
|
)
|
||||
Viela Bio, Inc.
|
(858
|
)
|
(32,896
|
)
|
||||
(809,537
|
)
|
|||||||
Publishing Industries (except Internet) (0.54)%
|
||||||||
PROS Holdings, Inc.
|
(2,848
|
)
|
(122,151
|
)
|
||||
Real Estate (0.12)%
|
||||||||
Kennedy-Wilson Holdings, Inc.
|
(1,622
|
)
|
(25,920
|
)
|
||||
Religious, Grantmaking, Civic, Professional,
|
||||||||
and Similar Organizations (0.40)%
|
||||||||
HealthEquity, Inc.
|
(1,253
|
)
|
(89,828
|
)
|
||||
Rental and Leasing Services (0.38)%
|
||||||||
Air Lease Corp.
|
(1,073
|
)
|
(39,240
|
)
|
||||
GATX Corp.
|
(597
|
)
|
(47,616
|
)
|
||||
(86,856
|
)
|
|||||||
Securities, Commodity Contracts, and Other Financial
|
||||||||
Investments and Related Activities (0.73)%
|
||||||||
Apollo Global Management, Inc.
|
(1,550
|
)
|
(67,611
|
)
|
||||
Brighthouse Financial, Inc.
|
(951
|
)
|
(33,380
|
)
|
||||
CME Group, Inc.
|
(361
|
)
|
(63,186
|
)
|
||||
(164,177
|
)
|
|||||||
Support Activities for Mining (0.49)%
|
||||||||
Diamondback Energy, Inc.
|
(1,560
|
)
|
(62,338
|
)
|
||||
Hess Corp.
|
(1,009
|
)
|
(47,605
|
)
|
||||
(109,943
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
Telecommunications (0.88)%
|
||||||||
8x8, Inc.
|
(6,390
|
)
|
$
|
(126,330
|
)
|
|||
Telephone and Data Systems, Inc.
|
(3,774
|
)
|
(71,631
|
)
|
||||
(197,961
|
)
|
|||||||
Textile Mills (0.23)%
|
||||||||
Albany International Corp. – Class A
|
(757
|
)
|
(51,877
|
)
|
||||
Transit and Ground Passenger Transportation (0.37)%
|
||||||||
Lyft, Inc. – Class A
|
(2,209
|
)
|
(84,318
|
)
|
||||
Transportation Equipment Manufacturing (1.47)%
|
||||||||
Adient PLC (a)
|
(2,766
|
)
|
(86,548
|
)
|
||||
Boeing Co.
|
(293
|
)
|
(61,738
|
)
|
||||
HEICO Corp. – Class A
|
(408
|
)
|
(45,186
|
)
|
||||
Lear Corp.
|
(603
|
)
|
(86,199
|
)
|
||||
Westinghouse Air Brake Technologies Corp.
|
(713
|
)
|
(52,263
|
)
|
||||
(331,934
|
)
|
|||||||
Utilities (1.51)%
|
||||||||
ALLETE, Inc.
|
(1,040
|
)
|
(58,490
|
)
|
||||
Antero Midstream Corp.
|
(9,041
|
)
|
(60,936
|
)
|
||||
Atmos Energy Corp.
|
(510
|
)
|
(48,904
|
)
|
||||
Essential Utilities, Inc.
|
(1,018
|
)
|
(46,095
|
)
|
||||
New Jersey Resources Corp.
|
(525
|
)
|
(17,341
|
)
|
||||
SJW Group
|
(751
|
)
|
(49,266
|
)
|
||||
South Jersey Industries, Inc.
|
(2,572
|
)
|
(59,207
|
)
|
||||
(340,239
|
)
|
|||||||
Water Transportation (0.16)%
|
||||||||
Norwegian Cruise Line Holdings Ltd. (a)
|
(1,615
|
)
|
(36,935
|
)
|
||||
TOTAL COMMON STOCKS (Proceeds $10,126,792)
|
(9,946,810
|
)
|
Schedule of Securities Sold Short (Continued)
|
Shares
|
Value
|
|||||||
REAL ESTATE INVESTMENT TRUSTS (2.00)%
|
||||||||
Accommodation (0.14)%
|
||||||||
Sunstone Hotel Investors, Inc.
|
(2,910
|
)
|
$
|
(30,555
|
)
|
|||
Real Estate (1.86)%
|
||||||||
AGNC Investment Corp.
|
(4,482
|
)
|
(68,485
|
)
|
||||
Chimera Investment Corp.
|
(7,666
|
)
|
(78,653
|
)
|
||||
Equity Commonwealth
|
(1,461
|
)
|
(38,731
|
)
|
||||
Healthpeak Properties, Inc.
|
(1,295
|
)
|
(37,374
|
)
|
||||
Host Hotels & Resorts, Inc.
|
(2,459
|
)
|
(34,500
|
)
|
||||
PS Business Parks, Inc.
|
(286
|
)
|
(37,695
|
)
|
||||
Rexford Industrial Realty, Inc.
|
(595
|
)
|
(28,512
|
)
|
||||
UDR, Inc.
|
(984
|
)
|
(37,854
|
)
|
||||
VEREIT, Inc.
|
(4,059
|
)
|
(28,778
|
)
|
||||
Vornado Realty Trust
|
(749
|
)
|
(29,144
|
)
|
||||
(419,726
|
)
|
|||||||
TOTAL REAL ESTATE INVESTMENT TRUSTS
|
||||||||
(Proceeds $474,023)
|
(450,281
|
)
|
||||||
Total Securities Sold Short (Proceeds $10,600,815)
|
$
|
(10,397,091
|
)
|
(a)
|
Foreign issued security.
|
Ltd.
|
Limited Liability Company.
|
PLC
|
Public Limited Company.
|
Statement of Assets and Liabilities
|
Assets
|
||||
Investments, at value (cost $24,898,317)
|
$
|
32,658,748
|
||
Deposit for short sales at broker
|
503,257
|
|||
Dividends and interest receivable
|
32,743
|
|||
Receivable for Fund shares sold
|
1,040
|
|||
Other assets
|
13,113
|
|||
Total Assets
|
33,208,901
|
|||
Liabilities
|
||||
Securities sold short, at value (proceeds $10,600,815)
|
10,397,091
|
|||
Payable for Fund shares redeemed
|
200,602
|
|||
Dividends payable on short positions
|
6,867
|
|||
Payable to broker for interest expense
|
2,614
|
|||
Payable to Adviser
|
9,056
|
|||
Payable to affiliates
|
29,855
|
|||
Accrued expenses and other liabilities
|
25,954
|
|||
Total Liabilities
|
10,672,039
|
|||
Net Assets
|
$
|
22,536,862
|
||
Net Assets Consist Of:
|
||||
Paid-in capital
|
14,867,567
|
|||
Total Distributable Earnings
|
7,669,295
|
|||
Net Assets
|
$
|
22,536,862
|
||
Institutional Class Shares
|
||||
Net Assets
|
$
|
22,536,862
|
||
Shares of beneficial interest outstanding (unlimited number of
|
||||
shares authorized, $0.001 par value)
|
1,606,299
|
|||
Net asset value, redemption price and offering price per share
|
$
|
14.03
|
Statement of Operations
|
Investment Income
|
||||
Dividend income
|
$
|
943,143
|
||
Interest income
|
200
|
|||
Total Investment Income
|
943,343
|
|||
Expenses
|
||||
Management fees
|
385,227
|
|||
Dividends on short positions
|
210,490
|
|||
Interest and broker expenses
|
135,363
|
|||
Administration fees
|
99,850
|
|||
Transfer agent fees and expenses
|
35,942
|
|||
Federal and state registration fees
|
23,526
|
|||
Legal fees
|
20,425
|
|||
Audit and tax fees
|
19,512
|
|||
Custody fees
|
14,748
|
|||
Chief Compliance Officer fees
|
12,820
|
|||
Trustees’ fees
|
11,787
|
|||
Fund accounting fees
|
10,121
|
|||
Reports to shareholders
|
5,272
|
|||
Insurance fees
|
3,733
|
|||
Other expenses
|
5,103
|
|||
Total Expenses
|
993,919
|
|||
Expense reimbursement due from Adviser (Note 4)
|
(71,496
|
)
|
||
Net Expenses
|
922,423
|
|||
Net Investment Income
|
20,920
|
|||
Realized and Unrealized Gain (Loss) on Investments
|
||||
Net realized gain (loss) from:
|
||||
Investments
|
5,918,578
|
|||
Short transactions
|
(4,756,954
|
)
|
||
Change in net unrealized appreciation (depreciation) on:
|
||||
Investments
|
(6,139,469
|
)
|
||
Short transactions
|
26,610
|
|||
Realized and Unrealized Loss on Investments
|
(4,951,235
|
)
|
||
Net Decrease in Net Assets from Operations
|
$
|
(4,930,315
|
)
|
Statements of Changes in Net Assets
|
Year Ended
|
Year Ended
|
|||||||
November 30,
|
November 30,
|
|||||||
2020
|
2019
|
|||||||
From Operations
|
||||||||
Net investment income
|
$
|
20,920
|
$
|
700,498
|
||||
Net realized gain (loss) from:
|
||||||||
Investments
|
5,918,578
|
17,836,254
|
||||||
Short transactions
|
(4,756,954
|
)
|
5,477,679
|
|||||
Change in net unrealized
|
||||||||
appreciation (depreciation) on:
|
||||||||
Investments
|
(6,139,469
|
)
|
(11,657,784
|
)
|
||||
Short transactions
|
26,610
|
(10,267,477
|
)
|
|||||
Net decrease in net assets from operations
|
(4,930,315
|
)
|
2,089,170
|
|||||
From Distributions
|
||||||||
Net dividend and distributions
|
(15,480,309
|
)
|
(4,715,158
|
)
|
||||
Net decrease in net assets resulting
|
||||||||
from distributions paid
|
(15,480,309
|
)
|
(4,715,158
|
)
|
||||
From Capital Share Transactions
|
||||||||
Proceeds from shares sold – Institutional Class
|
2,181,815
|
10,685,731
|
||||||
Net asset value of shares issued in
|
||||||||
reinvestment of distributions to shareholders –
|
||||||||
Institutional Class
|
10,315,411
|
3,301,834
|
||||||
Payments for shares redeemed –
|
||||||||
Institutional Class
|
(37,290,525
|
)
|
(56,482,086
|
)
|
||||
Net decrease in net assets from capital
|
||||||||
share transactions
|
(24,793,299
|
)
|
(42,494,521
|
)
|
||||
Total Decrease In Net Assets
|
(45,203,923
|
)
|
(45,120,509
|
)
|
||||
Net Assets
|
||||||||
Beginning of year
|
67,740,785
|
112,861,294
|
||||||
End of year
|
$
|
22,536,862
|
$
|
67,740,785
|
Statement of Cash Flows
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||
Net increase (decrease) in net assets resulting from operations
|
$
|
(4,930,315
|
)
|
|
Adjustments to reconcile net increase (decrease) in net assets from
|
||||
operations to net cash provided by operating activities:
|
||||
Purchases of investments
|
(127,287,517
|
)
|
||
Purchases of short-term investments, net
|
(104,294
|
)
|
||
Proceeds from sales of long-term investments
|
186,479,644
|
|||
Return of capital distributions provided by underlying investments
|
(29,782
|
)
|
||
Decrease in dividends and interest receivable
|
132,384
|
|||
Decrease in other assets
|
3,083
|
|||
Proceeds from securities sold short
|
74,213,620
|
|||
Purchases to cover securities sold short
|
(104,499,920
|
)
|
||
Decrease in dividends payable on short positions
|
(26,536
|
)
|
||
Decrease in payable to broker for interest expense
|
(3,578
|
)
|
||
Decrease in payable to Adviser
|
(47,322
|
)
|
||
Decrease in payable to affiliates, accrued expenses and other liabilities
|
(4,700
|
)
|
||
Unrealized depreciation on investments
|
6,139,469
|
|||
Unrealized appreciation on short transactions
|
(26,610
|
)
|
||
Net realized gain on investments
|
(5,918,578
|
)
|
||
Net realized loss on short transactions
|
4,756,954
|
|||
Net cash provided by operating activities
|
28,846,002
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||
Proceeds from shares sold
|
2,180,775
|
|||
Payment on shares redeemed
|
(37,089,923
|
)
|
||
Cash distributions paid to shareholders
|
(5,164,898
|
)
|
||
Net cash used in financing activities
|
(40,074,046
|
)
|
||
Net change in cash
|
$
|
(11,228,044
|
)
|
|
CASH:
|
||||
Beginning Balance
|
11,731,301
|
|||
Ending Balance
|
$
|
503,257
|
||
SUPPLEMENTAL DISCLOSURES:
|
||||
Cash paid for interest
|
138,941
|
|||
Non-cash financing activities – distributions reinvested
|
10,315,411
|
|||
Non-cash financing activities – decrease in receivable for Fund shares sold
|
1,040
|
|||
Non-cash financing activities – decrease in payable for Fund shares redeemed
|
(200,602
|
)
|
||
RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE
|
||||
BEGINNING OF YEAR TO THE STATEMENT OF ASSETS AND LIABILITIES
|
||||
Cash
|
—
|
|||
Deposit for short sales at broker
|
11,731,301
|
|||
RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE
|
||||
END OF YEAR TO THE STATEMENT OF ASSETS AND LIABILITIES
|
||||
Cash
|
—
|
|||
Deposit for short sales at broker
|
503,257
|
Financial Highlights – Institutional Class
|
(1)
|
Per share net investment income was calculated using the daily average shares outstanding method.
|
(2)
|
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.
|
(3)
|
The ratio of expenses to average net assets includes dividends on short positions, interest and broker expenses. The annualized before waiver, expense reimbursement and after waiver, expense reimbursement
ratios excluding dividends on short positions, interest and broker expenses were 1.69% and 1.50%, 1.32% and 1.32%, 1.27% and 1.27%, 1.28% and 1.28%, 1.31% and 1.31% for the periods ended November 30, 2020, November 30, 2019, November 30,
2018, November 30, 2017, November 30, 2016, respectively.
|
Year Ended November 30,
|
||||||||||||||||||
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||||||||
$
|
19.76
|
$
|
19.83
|
$
|
21.03
|
$
|
18.47
|
$
|
18.63
|
|||||||||
0.01
|
0.14
|
0.01
|
0.04
|
0.11
|
||||||||||||||
(1.11
|
)
|
0.65
|
1.47
|
3.32
|
0.93
|
|||||||||||||
(1.10
|
)
|
0.79
|
1.48
|
3.36
|
1.04
|
|||||||||||||
(0.13
|
)
|
(0.07
|
)
|
(0.04
|
)
|
(0.18
|
)
|
(0.07
|
)
|
|||||||||
(4.50
|
)
|
(0.79
|
)
|
(2.64
|
)
|
(0.62
|
)
|
(1.13
|
)
|
|||||||||
(4.63
|
)
|
(0.86
|
)
|
(2.68
|
)
|
(0.80
|
)
|
(1.20
|
)
|
|||||||||
$
|
14.03
|
$
|
19.76
|
$
|
19.83
|
$
|
21.03
|
$
|
18.47
|
|||||||||
-7.68
|
%
|
4.72
|
%
|
7.69
|
%
|
18.81
|
%
|
6.04
|
%
|
|||||||||
$
|
22,537
|
$
|
67,741
|
$
|
112,861
|
$
|
128,565
|
$
|
125,815
|
|||||||||
2.58
|
%
|
2.18
|
%
|
2.20
|
%
|
2.11
|
%
|
2.21
|
%
|
|||||||||
2.39
|
%
|
2.18
|
%
|
2.20
|
%
|
2.11
|
%
|
2.21
|
%
|
|||||||||
(0.13
|
)%
|
0.76
|
%
|
0.03
|
%
|
0.20
|
%
|
0.65
|
%
|
|||||||||
0.06
|
%
|
0.76
|
%
|
0.03
|
%
|
0.20
|
%
|
0.65
|
%
|
|||||||||
251.72
|
%
|
239.08
|
%
|
193.55
|
%
|
214.61
|
%
|
260.81
|
%
|
|||||||||
(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 Convergence Long/Short Equity Fund (the “Fund”) (formerly known as the Convergence Core Plus Fund) represents a distinct diversified series with its own investment
objectives and policies within the Trust. The investment objective of the Fund is long-term capital growth. The Trust may issue an unlimited number of shares of beneficial interest at $0.001 par value. The Fund became effective on December
29, 2009 and commenced operations on December 29, 2009. Costs incurred by the Fund in connection with the organization, registration and the initial public offering of shares were paid by Convergence Investment Partners, LLC (the “Adviser”),
the Fund’s investment adviser.
|
|
The Fund is 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.”
|
|
(2)
|
Significant Accounting Policies
|
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of the financial statements. These policies are in conformity with generally accepted
accounting principles in the United States of America (“GAAP”).
|
|
(a) Investment Valuation
|
|
Each security owned by the Fund, including long and short positions of common stock and real estate investment trusts, that is listed on a securities exchange, except those 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 consider 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, 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 shall be valued at, (i) the mean between the most recent quoted bid and asked prices at the close of the exchange on such day or (ii) the last 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 an approved independent pricing service (“Pricing Service”).
|
|
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, as described below. Any discount or premium is accreted or amortized using the constant yield method until maturity.
|
|
Redeemable securities issued by open-end, registered investment companies are valued at the net asset value (“NAV”) of such companies for purchase and/or redemption orders placed on that day. If, on a
particular day, a share of an investment company is not listed on NASDAQ, such security’s fair value will be determined as described below. Money market mutual funds are valued at cost. If cost does not represent current market value the
securities will be priced at fair value.
|
|
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.
|
|
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 a Fund’s 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
Fund’s investments carried at fair value as of November 30, 2020:
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||
Assets(1):
|
|||||||||||||||||
Investments
|
|||||||||||||||||
Common Stocks
|
$
|
32,060,013
|
$
|
—
|
$
|
—
|
$
|
32,060,013
|
|||||||||
Real Estate Investment Trusts
|
481,457
|
—
|
—
|
481,457
|
|||||||||||||
Short-Term Investments
|
117,278
|
—
|
—
|
117,278
|
|||||||||||||
Total Investments
|
32,658,748
|
—
|
—
|
32,658,748
|
|||||||||||||
Total Assets
|
$
|
32,658,748
|
$
|
—
|
$
|
—
|
$
|
32,658,748
|
|||||||||
Liabilities:
|
|||||||||||||||||
Securities Sold Short
|
|||||||||||||||||
Common Stocks
|
$
|
(9,946,810
|
)
|
$
|
—
|
$
|
—
|
$
|
(9,946,810
|
)
|
|||||||
Real Estate Investment Trusts
|
(450,281
|
)
|
—
|
—
|
(450,281
|
)
|
|||||||||||
Total Securities Sold Short
|
(10,397,091
|
)
|
—
|
—
|
(10,397,091
|
)
|
|||||||||||
Total Liabilities
|
$
|
(10,397,091
|
)
|
$
|
—
|
$
|
—
|
$
|
(10,397,091
|
)
|
(1)
|
See the Schedule of Investments for industry classifications.
|
The Fund measures Level 3 activity as of the end of the period. For the year ended November 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 invest in derivative securities or engage in hedging activities during the year ended November 30, 2020.
|
|
(b) Short Positions
|
|
The Fund may sell a security it does not own in anticipation of a decline in the fair value of that security. When a fund sells a security short, it must borrow the security sold short and deliver it to the
broker-dealer through which it made the short sale. A gain, limited to the price at which a fund sold the security short, or a loss, unlimited in size, will be recognized upon the termination of a short sale. For financial statement
purposes, an amount equal to the settlement amount is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the short positions.
Subsequent fluctuations in the market prices of the securities sold, but not yet purchased, may require purchasing the securities at prices which could differ from the amount reflected in the Statement of Assets and Liabilities. The Fund is
liable for any dividends or interest payable on securities while those securities are in a short position. Such amounts are recorded on the ex-dividend date as a dividend expense, and interest expense is accrued daily. As collateral for its
short positions, the Fund is required under the 1940 Act to maintain
|
segregated assets consisting of cash, cash equivalents or liquid securities. The segregated assets are valued consistent with Note 2a above. The amount of segregated assets is required to be adjusted daily to
the extent additional collateral is required based on the change in fair value of the securities sold short. The Fund’s securities sold short and deposits for short sales are held with one major securities broker-dealer. The Fund does not
require this broker-dealer to maintain collateral in support of the receivable for proceeds on securities sold short.
|
|
(c) Federal Income Taxes
|
|
The Fund complies with the requirements of Subchapter M of the Internal Revenue Code, as amended, 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.
|
|
As of and during the year ended November 30, 2020, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits
as income tax expense in the Statement of Operations. During the year ended November 30, 2020, the Fund did not incur any interest or penalties. The Fund is not subject to examination by U.S. taxing authorities for the tax periods prior to
the year ended November 30, 2017.
|
|
(d) Distributions to Shareholders
|
|
The Fund will distribute any net investment income and any net 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.
|
|
(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 fair 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 New York Stock Exchange is closed for trading. The Fund does not charge a redemption fee, and
therefore the offering and redemption price per share are equal to a Fund’s NAV per share.
|
|
(g) Allocation of Income, Expenses and Gains/Losses
|
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.
|
|
|
(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 original cost of the security lot sold with
the net sale proceeds. Dividend income and expense is recognized on the ex-dividend date and interest income and expense is recognized on an accrual basis. Dividend income from real estate investment trusts (“REITs”) is recognized on the
ex-date and included in dividend income. The calendar year-end classification of distributions received from REITs during the fiscal year are reported subsequent to year end; accordingly, the Fund estimates the character of REIT
distributions based on the most recent information available and adjusts for actual classifications in the calendar year the information is reported.
|
|
Withholding taxes on foreign dividends, net of any reclaims, have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
|
|
(3)
|
Federal Tax Matters
|
The tax character of distributions paid by the Fund during the fiscal years ended November 30, 2020 and November 30, 2019 was as follows:
|
November 30, 2020
|
November 30, 2019
|
||||||||
Ordinary Income
|
$
|
8,367,012
|
$
|
392,874
|
|||||
Long-Term Capital Gain
|
$
|
7,113,297
|
$
|
4,322,284
|
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 November 30, 2020. The Fund utilized earnings and profits distributed to shareholders on redemption of shares as part of the dividend paid deduction. The amounts designated as gain for the fiscal years ended
November 30, 2020 and 2019 were as follows:
|
November 30, 2020
|
November 30, 2019
|
||||||||
Long-term
|
$
|
1,075,752
|
$
|
8,405,679
|
As of November 30, 2020, the components of distributable earnings on a tax basis were as follows:
|
Cost basis of investments for federal income tax purposes(1)
|
$
|
14,631,731
|
|||
Gross tax unrealized appreciation
|
$
|
8,523,078
|
|||
Gross tax unrealized depreciation
|
(875,152
|
)
|
|||
Net tax unrealized appreciation
|
7,647,926
|
||||
Undistributed ordinary income
|
24,835
|
||||
Undistributed long-term capital gain
|
—
|
||||
Total distributable earnings
|
24,835
|
||||
Other accumulated losses
|
(3,466
|
)
|
|||
Total distributable earnings
|
$
|
7,669,295
|
|||
(1) Includes securities sold short.
|
The tax basis of distributable earnings for tax and financial reporting purposes differs principally due to the deferral of losses on wash sales.
|
|
Income and capital gains distributions may differ from GAAP, primarily due to timing differences in the recognition of income, gains and losses, and equalization by the Fund. To the extent that these
differences are attributable to permanent book and tax accounting differences, the components of net assets have been adjusted.
|
|
Additionally, GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications are due to equalization and have
no effect on net assets or NAV per share. For the year ended November 30, 2020, the following table shows the reclassifications made:
|
Paid-in capital
|
$
|
1,075,752
|
|||
Total distributable earnings
|
$
|
(1,075,752
|
)
|
(4)
|
Investment Adviser
|
The Trust has an Investment Advisory Agreement (the “Agreement”) with the Adviser to furnish investment advisory services to the Fund. Under the terms of the Agreement, the Fund compensates the Adviser for its
management services at the annual rate of 1.00% of the Fund’s average daily net assets.
|
|
The Adviser has contractually agreed to waive its management fee and/or reimburse the Fund’s other expenses at least through the expiration dates listed below, at the discretion of the Adviser and the Board of
Trustees, to the extent necessary to ensure that the Fund’s operating expenses (exclusive of front-end or contingent deferred loads, Rule 12b-1 plan fees, shareholder servicing plan fees, taxes, leverage (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, expenses incurred in connection with any merger or
reorganization, dividends or interest on short positions, acquired fund
|
fees and expenses or extraordinary expenses such as litigation) do not exceed the expense limitation cap listed below of the Fund’s average daily net assets.
|
Expiration Date
|
Expense Limitation Cap
|
||
Institutional Class
|
March 30, 2022
|
1.50%
|
Any such waiver or reimbursement is subject to later adjustment to allow the Adviser to recoup amounts waived or reimbursed to the extent actual fees and expenses for a fiscal period do not exceed the lesser
of: (1) the Expense Limitation Cap in place at the time of the waiver or reimbursement; or (2) the Expense Limitation Cap in place at the time of 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 remaining waived or reimbursed expenses subject to potential recovery expiring during the fiscal period ending:
|
November 30, 2021
|
$
|
—
|
|||
November 30, 2022
|
—
|
||||
November 30, 2023
|
71,496
|
(5)
|
Related Party Transactions
|
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. Fees incurred for the year ended November 30, 2020, and owed as of November 30, 2020 are as follows:
|
Incurred
|
Owed
|
||
$99,850
|
$17,089
|
Fund Services also serves as the fund accountant and transfer agent to the Fund. U.S. Bank National Association (“U.S. Bank”), an affiliate of Fund Services, serves as the Fund’s custodian. The Trust’s Chief
Compliance Officer is also an employee of Fund Services. Fees incurred for the year ended November 30, 2020, and owed as of November 30, 2020 are as follows:
|
Incurred
|
Owed
|
||||||||
Fund Accounting
|
$
|
10,121
|
$
|
1,697
|
|||||
Transfer Agency
|
$
|
35,942
|
$
|
5,340
|
|||||
Custody
|
$
|
14,748
|
$
|
3,607
|
|||||
Chief Compliance Officer
|
$
|
12,820
|
$
|
2,122
|
The Fund has a line of credit with U.S. Bank (see Note 9).
|
The Fund previously entered into a securities lending agreement with US Bank. The agreement was terminated effective May 28, 2020.
|
|
Quasar Distributors, LLC (“Quasar” or the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. The Distributor was an affiliate of Fund Services and U.S.
Bank through March 30, 2020. Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no
longer affiliated with U.S. Bancorp. The Trust’s Board of Trustees has approved a new Distribution Agreement to enable Quasar to continue serving as the Fund’s distributor.
|
|
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.
|
|
(6)
|
Capital Share Transactions
|
Transactions in Institutional Class shares of the Fund was as follows:
|
Year Ended
|
Year Ended
|
||||||||
November 30, 2020
|
November 30, 2019
|
||||||||
Shares sold
|
162,978
|
572,917
|
|||||||
Shares reinvested
|
668,963
|
195,029
|
|||||||
Shares redeemed
|
(2,653,782
|
)
|
(3,030,259
|
)
|
|||||
Net decrease
|
(1,821,841
|
)
|
(2,262,313
|
)
|
(7)
|
Investment Transactions
|
The aggregate purchases and sales of securities, excluding short-term investments and securities sold short, for the Fund for the year ended November 30, 2020 is summarized below. There were no purchases or
sales of U.S. government securities for the Fund.
|
Purchases
|
$
|
127,287,517
|
|||
Sales
|
$
|
186,478,960
|
(8)
|
Beneficial Ownership
|
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the 1940 Act. At November 30,
2020, Exclusive Company Corp., and National Financial Services, LLC, for the benefit of others, held 33.44% and 28.33%, respectively, of the Convergence Long/Short Equity Fund’s outstanding shares.
|
|
(9)
|
Line of Credit
|
At November 30, 2020, the Convergence Long/Short Equity Fund had a line of credit in the amount of the lesser of 33.33% of the fair value of unencumbered assets of the Fund or $4,000,000 which matures August 7,
2021. Prior to August 8, 2020, the Fund had a line of credit in the amount of the lesser of 33.33% of the fair value of
|
unencumbered assets of the Fund or $13,000,000. The unsecured line of credit is intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder
redemptions. The credit facility is with the Fund’s custodian, U.S. Bank. Interest was accrued at the prime rate of 4.75% from January 1, 2020 through March 3, 2020, 4.25% from March 4, 2020 through March 15, 2020, and 3.25% thereafter. There
were no loans outstanding for the Fund as of November 30, 2020. The following table provides information regarding usage of the line of credit for the year ended November 30, 2020.
|
Average
|
Maximum
|
Maximum
|
||
Days
|
Amount of
|
Interest
|
Amount of
|
Borrowing
|
Utilized
|
Borrowing
|
Expense*
|
Borrowing
|
Dates
|
12/31/2019 &
|
||||
36
|
$126,278
|
$454
|
$404,000
|
1/1/2020
|
*
|
Interest expense is included within other expenses on the 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 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, 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
|
On December 18, 2020, the Fund declared and paid distributions to shareholders of record as of December 17, 2020, from ordinary income in the amount of $62,000.
|
•
|
information we receive about you on applications or other forms;
|
•
|
information you give us orally; and
|
•
|
information about your transactions with us or others.
|
Other
|
|||||
Directorships
|
|||||
Term of
|
Number of
|
Principal
|
Held by
|
||
Office and
|
Portfolios
|
Occupation(s)
|
Trustee
|
||
Position(s)
|
Length
|
in Trust
|
During the
|
During the
|
|
Name, Address
|
Held with
|
of Time
|
Overseen
|
Past Five
|
Past Five
|
and Year of Birth
|
the Trust
|
Served
|
by Trustee
|
Years
|
Years
|
Independent Trustees
|
|||||
Michael D. Akers, Ph.D.
|
Trustee
|
Indefinite
|
20
|
Professor Emeritus,
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
Department
|
Trustee, USA
|
||
Milwaukee, WI 53202
|
August 22,
|
of Accounting,
|
MUTUALS
|
||
Year of Birth: 1955
|
2001
|
(June 2019–
|
(an open-end
|
||
present), Professor,
|
investment
|
||||
Department
|
company with
|
||||
of Accounting,
|
two
|
||||
(2004–May 2019),
|
portfolios).
|
||||
Chair, Department
|
|||||
of Accounting
|
|||||
(2004–2017),
|
|||||
Marquette University.
|
|||||
Gary A. Drska
|
Trustee
|
Indefinite
|
20
|
Pilot,
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
Frontier/Midwest
|
Trustee, USA
|
||
Milwaukee, WI 53202
|
August 22,
|
Airlines, Inc.
|
MUTUALS
|
||
Year of Birth: 1956
|
2001
|
(airline company)
|
(an open-end
|
||
(1986–present).
|
investment
|
||||
company with
|
|||||
two
|
|||||
portfolios).
|
Other
|
|||||
Directorships
|
|||||
Term of
|
Number of
|
Principal
|
Held by
|
||
Office and
|
Portfolios
|
Occupation(s)
|
Trustee
|
||
Position(s)
|
Length
|
in Trust
|
During the
|
During the
|
|
Name, Address
|
Held with
|
of Time
|
Overseen
|
Past Five
|
Past Five
|
and Year of Birth
|
the Trust
|
Served
|
by Trustee
|
Years
|
Years
|
Jonas B. Siegel
|
Trustee
|
Indefinite
|
20
|
Retired
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
(2011–present);
|
Trustee,
|
||
Milwaukee, WI 53202
|
October 23,
|
Managing Director,
|
Gottex Trust
|
||
Year of Birth: 1943
|
2009
|
Chief Administrative
|
(an open-end
|
||
Officer (“CAO”) and
|
investment
|
||||
Chief Compliance
|
company)
|
||||
Officer (“CCO”),
|
(2010–2016);
|
||||
Granite Capital
|
Independent
|
||||
International Group,
|
Manager,
|
||||
L.P. (an investment
|
Ramius IDF
|
||||
management firm)
|
fund complex
|
||||
(1994–2011).
|
(two closed-
|
||||
end 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).
|
Other
|
|||||
Directorships
|
|||||
Term of
|
Number of
|
Principal
|
Held by
|
||
Office and
|
Portfolios
|
Occupation(s)
|
Trustee
|
||
Position(s)
|
Length
|
in Trust
|
During the
|
During the
|
|
Name, Address
|
Held with
|
of Time
|
Overseen
|
Past Five
|
Past Five
|
and Year of Birth
|
the Trust
|
Served
|
by Trustee
|
Years
|
Years
|
Interested Trustee and Officers
|
|||||
Joseph C. Neuberger*
|
Chairperson
|
Indefinite
|
20
|
President
|
Trustee, Buffalo
|
615 E. Michigan St.
|
and
|
Term; Since
|
(2017–present),
|
Funds (an
|
|
Milwaukee, WI 53202
|
Trustee
|
August 22,
|
Chief Operating
|
open-end
|
|
Year of Birth: 1962
|
2001
|
Officer (2016–
|
investment
|
||
2020), Executive
|
company)
|
||||
Vice President
|
(2003–2017);
|
||||
(1994–2017), U.S.
|
Trustee, USA
|
||||
Bancorp Fund
|
MUTUALS
|
||||
Services, LLC.
|
(an open-end
|
||||
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 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
|
Other
|
|||||
Directorships
|
|||||
Term of
|
Number of
|
Principal
|
Held by
|
||
Office and
|
Portfolios
|
Occupation(s)
|
Trustee
|
||
Position(s)
|
Length
|
in Trust
|
During the
|
During the
|
|
Name, Address
|
Held with
|
of Time
|
Overseen
|
Past Five
|
Past Five
|
and Year of Birth
|
the Trust
|
Served
|
by Trustee
|
Years
|
Years
|
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 Fund
|
||
Year of Birth: 1985
|
Vice
|
2017
|
Services,
|
||
President
|
LLC (February
|
||||
and
|
2017–present);
|
||||
Anti-Money
|
Vice President and
|
||||
Laundering
|
Assistant CCO,
|
||||
Officer
|
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.
|
|||||
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, 2019
|
Bancorp Fund
|
|||
Year of Birth: 1970
|
Services, LLC
|
||||
(2019–present);
|
|||||
Partner, Practus, LLP
|
|||||
(2018–2019);
|
|||||
Counsel, Drinker
|
|||||
Biddle & Reath
|
|||||
(2016–2018);
|
|||||
Counsel, Huntington
|
|||||
Bancshares Inc.
|
|||||
(2011–2015).
|
Other
|
|||||
Directorships
|
|||||
Term of
|
Number of
|
Principal
|
Held by
|
||
Office and
|
Portfolios
|
Occupation(s)
|
Trustee
|
||
Position(s)
|
Length
|
in Trust
|
During the
|
During the
|
|
Name, Address
|
Held with
|
of Time
|
Overseen
|
Past Five
|
Past Five
|
and Year of Birth
|
the Trust
|
Served
|
by Trustee
|
Years
|
Years
|
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).
|
*
|
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.
|
Investment Adviser
|
Convergence Investment Partners, LLC
|
3801 PGA Boulevard
|
|
Suite 1001
|
|
Palm Beach Gardens, Florida 33410
|
|
Legal Counsel
|
Godfrey & Kahn, S.C.
|
833 East Michigan Street
|
|
Suite 1800
|
|
Milwaukee, Wisconsin 53202
|
|
Independent Registered Public
|
Cohen & Company, Ltd.
|
Accounting Firm
|
1350 Euclid Avenue
|
Suite 800
|
|
Cleveland, Ohio 44115
|
|
Transfer Agent, Fund Accountant and
|
U.S. Bancorp Fund Services, LLC
|
Fund Administrator
|
615 East Michigan Street
|
|
Milwaukee, Wisconsin 53202
|
Custodian
|
U.S. Bank National Association
|
Custody Operations
|
|
1555 North River Center Drive
|
|
Milwaukee, Wisconsin 53212
|
|
Distributor
|
Quasar Distributors, LLC
|
111 East Kilbourn Avenue
|
|
Suite 2200
|
|
Milwaukee, Wisconsin 53202
|
|
FYE 11/30/2020
|
FYE 11/30/2019
|
|
Audit Fees
|
$16,500
|
$33,000
|
Audit-Related Fees
|
$0
|
$750
|
Tax Fees
|
$3,000
|
$6,000
|
All Other Fees
|
$0
|
$0
|
FYE 11/30/2020
|
FYE 11/30/2019
|
|
Audit-Related Fees
|
0%
|
0%
|
Tax Fees
|
0%
|
0%
|
All Other Fees
|
0%
|
0%
|
Non-Audit Related Fees
|
FYE 11/30/2020
|
FYE 11/30/2019
|
Registrant
|
0
|
0
|
Registrant’s Investment Adviser
|
0
|
0
|
(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 second fiscal quarter of the period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
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 second fiscal quarter 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: 2/2/2021
|
/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 second fiscal quarter 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: 2/2/2021
|
/s/ Jennifer Lima
Jennifer Lima Treasurer |
/s/ John Buckel
John Buckel
President, Trust for Professional Managers
|
/s/ Jennifer Lima
Jennifer Lima
Treasurer, Trust for Professional Managers
|
Dated: 2/2/2021
|
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