BARRETT GROWTH FUND

Semi-Annual Report

November 30, 2020

BARRETT

GROWTH FUND


Letter to	Dear Shareholders,
Shareholders
November 30, 2020	The Six-Month Period in Review

	It has been nearly nine months since the onset of the COVID-19 pandemic and the U.S. economy continues to feel its impact daily. Since bottoming in May, U.S. business activity has clearly improved although momentum decelerated in recent months. The latest bout of employment data confirmed that employers have added back over 12 million jobs since May. However, the November pace of job creation has slowed down noticeably versus a relatively faster trend seen at the beginning of the recovery.

	U.S. history tells us that all past economic recoveries have never been in a straight line. The recent slowdown may be due to several reasons. First, a rapid resurgence of COVID-19 cases across the country has left Americans on edge. Overall lower confidence and renewed lockdown restrictions have dampened consumer spending and business activity. Although U.S. Q3 Gross Domestic Product (GDP) was very strong at +33.1% (Source: U.S. Bureau of Economic Analysis), U.S. GDP output for Q4, considering the above pressure points, is now more uncertain.

	The uneven recovery of the U.S. economy has translated into a wavering stock market over the past six months. During the summer months of July and August, investor concern increased as the first round of federal assistance expired, and additional fiscal spending was not determined. By October, market prices were reflecting a sweeping “Blue Wave” presidential election scenario coupled with rising frustration that a vaccine was not yet ready.

	The month of November was an inflection point as market momentum changed to the positive. There were two major clearing events that revived the equity markets in a meaningful way. First, Americans did not vote for a sweeping “Blue Wave” scenario. As a side note, although Democrats have since gained control over Congress, their majority over the Republican party is much smaller than anticipated, which reduces the possibility of progressive policy shifts. Second, and more importantly, Pfizer, Moderna and Astrazeneca all independently announced highly efficacious data on vaccines they have been developing since the pandemic started. These events reversed the downward sentiment towards the markets and lifted stock prices (as measured by the S&P 500) 10.95% during the month of November.

	Investment Outlook

	Looking ahead, we anticipate investors will focus on vaccine approvals, manufacturing, and distribution as gauges of how quickly Americans can return to a new normal. The next few quarters will be telling as we will learn how vaccines can be made available to most Americans. In the meantime, the stock market will continue to balance the reality of still higher viral cases and its influence on earnings versus a longer-term earnings recovery, especially after administering vaccines. While we believe earnings should continue to recuperate, we also expect market volatility to continue due to daily headlines.

BARRETT

GROWTH FUND

	Performance

	The Fund generated a total return of +21.20% for the six-month period ended November 30, 2020. In contrast, the S&P 500 appreciated +19.98% during that same period. For the quarter ended November 30, 2020, the Fund appreciated 2.25% versus the benchmark which appreciated 3.89%.

	The Fund’s overall performance has been robust since the stock market bottomed in March. After a strong second quarter, market momentum slowed into the fall. Further, investor preference towards growth stocks waned in the month of November as positive vaccine news partially de-risked the markets. Following the announcement that vaccines to combat COVID-19 will soon be available, investors began to reallocate cash on the sidelines into equity ETFs and mutual funds, with a greater preference towards value/cyclical names. This trend has gradually continued as investors are hoping that a vaccine will expedite the earnings recovery of cyclical companies as the economy returns on track.

	Portfolio

	To better position the Fund in a post-vaccine world, several new ideas were added to the portfolio, including:

	FleetCor Technologies – Global business payment solutions provider well positioned to benefit as U.S. business activity continues to improve;

	Roper Technologies – Global aggregator of high margin companies operating in niche markets; and

	United Healthcare – One of the largest managed care organizations poised to benefit from the continual aging of baby boomers.

	To fund these purchases, the following stocks, which have each outperformed the market, were trimmed: Alphabet, Visa and PayPal.

	In general, the portfolio continues to be high quality, with proper diversification across different names and sectors. Compared to the S&P 500, the Fund was relatively overweight in the Information Technology, Health Care, and Consumer Discretionary sectors. Conversely, the portfolio was underweight in the Financials, Consumer Staples and Energy sectors. As of November 30, 2020, the companies held in the Fund are expected to generate profits at a faster pace than the broader market. These same companies are also operating with strong cash levels and reasonable debt, which are signs that their balance sheets are robust. These are key items to monitor closely given the current investment landscape.

BARRETT

GROWTH FUND

Thank you for your continued interest in the Barrett Growth Fund.


	Robert J. Milnamow	E. Wells Beck, CFA
	Lead Portfolio Manager	Portfolio Manager

	The outlook, views, and opinions presented are those of the Adviser as of 11/30/2020. These are not intended to be a forecast of future events, a guarantee of future results, or investment advice.

	Past performance does not guarantee future results.

	Earnings growth is not representative of the Fund’s future performance.

	Must be preceded or accompanied by a prospectus.

	Mutual fund investing involves risk. Principal loss is possible. Foreign investments are subject to special risks not ordinarily associated with U.S. securities including currency fluctuations and social, economic and political uncertainties, which could increase volatility. These risks are magnified in emerging markets. The Fund may also invest in smaller and mid-capitalization companies, which involve a higher degree of risk and volatility than investments in larger, more established companies. The Fund may also invest in derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance.

	The S&P 500 Index is a capitalization-weighted index of five hundred large capitalization stocks, which is designed to measure broad domestic securities markets. The performance of the S&P 500 Index reflects the reinvestment of dividends and capital gains, but does not reflect the deduction of any investment advisory fees. An index is unmanaged. Investors cannot invest directly in an index.

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

	The Barrett Growth Fund is distributed by Quasar Distributors, LLC.

BARRETT

GROWTH FUND

Fund at a Glance (Unaudited)

	Top Ten Holdings – as of 11/30/2020
	(Percent of Net Assets)*

	Apple, Inc.	6.37%
	Microsoft Corp.	6.37%
	Amazon.com, Inc.	5.65%
	PayPal Holdings, Inc.	4.62%
	Tetra Tech, Inc.	4.26%
	Visa, Inc. – Class A	3.91%
	Costco Wholesale Corp.	3.50%
	Thermo Fisher Scientific, Inc.	3.46%
	Accenture PLC – Class A	3.33%
	Alibaba Group Holding Ltd. – ADR	3.13%

Sector Weightings – as of 11/30/2020

(Percent of Total Investments)*

*	Portfolio characteristics are as of November 30, 2020, and are subject to change at any time.

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GROWTH FUND

Expense Example – November 30, 2020 (Unaudited)

As a shareholder of the Fund, you incur ongoing costs, including: investment advisory fees; distribution and service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period (June 1, 2020 – November 30, 2020).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. However, the table does not include shareholder specific fees such as the $15.00 fee charged for wire redemptions. The table also does not include portfolio trading commissions and related trading costs, which are included in the Fund’s net asset value. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual net expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees, which, although not charged by the Fund, may be charged by other funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative costs of owning different funds.

			Expenses Paid
	Beginning	Ending	During the Period*
	Account Value	Account Value	June 1, 2020 to
	June 1, 2020	November 30, 2020	November 30, 2020
Actual	$1,000.00	$1,212.00	$6.93
Hypothetical
(5% return before expenses)	$1,000.00	$1,018.00	$6.33

*	Expenses are equal to the Fund’s annualized expense ratio of 1.25% (which reflects the effect of the Adviser’s fee waiver and expense limitation agreement), multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

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GROWTH FUND

(Unaudited)

This chart assumes an initial gross investment of $10,000 made on 11/30/2010.

The S&P 500^® Index is a capitalization-weighted index of five hundred large capitalization stocks, which is designed to measure broad domestic securities markets.

The Lipper Large-Cap Growth Funds Index^® is an equally-weighted performance index, adjusted for capital gains distributions and income dividends, of the 30 largest mutual funds within the Growth Funds category, as reported by Lipper.

		Average Annual Total Returns as of November 30, 2020

		One Year	Three Year	Five Year	Ten Year
–●–	Barrett Growth Fund	28.16%	17.94%	15.75%	13.14%
--■--	S&P 500^® Index	17.46%	13.17%	13.99%	14.19%
–◆–	Lipper Large-Cap
	Growth Funds Index^®	36.60%	21.07%	18.31%	15.93%

RETURNS SHOWN INCLUDE THE REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS. RETURNS SHOWN DO NOT REFLECT THE DEDUCTION OF TAXES THAT A SHAREHOLDER WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. IN THE ABSENCE OF FEE WAIVERS AND REIMBURSEMENTS, TOTAL RETURN WOULD BE REDUCED. PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, SO THAT YOUR SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

BARRETT

GROWTH FUND

Schedule of Investments

November 30, 2020 (Unaudited)

Shares			Value
		COMMON STOCKS - 99.19%

		Administrative and
		Support Services - 8.17%
	1,750	FleetCor Technologies, Inc. (a)	$	464,118
	7,250	PayPal Holdings, Inc. (a)		1,552,370
	8,000	TransUnion		728,720
				2,745,208
		Amusement, Gambling,
		and Recreation
		Industries - 2.20%
	5,000	The Walt Disney Co.		740,050

		Chemical
		Manufacturing - 11.77%
	4,250	Ecolab, Inc.		944,137
	3,000	Johnson & Johnson		434,040
	8,000	Merck & Co., Inc.		643,120
	1,250	Regeneron
		Pharmaceuticals, Inc. (a)		645,038
	1,800	Vertex Pharmaceuticals,
		Inc. (a)		409,950
	5,500	Zoetis, Inc.		882,090
				3,958,375
		Clothing and Clothing
		Accessories Stores - 2.55%
	13,500	The TJX Companies, Inc.		857,385

		Computer and
		Electronic Product
		Manufacturing - 20.46%
	300	Alphabet, Inc. - Class A (a)		526,320
	551	Alphabet, Inc. - Class C (a)		970,168
	18,000	Apple, Inc.		2,142,900
	4,050	Danaher Corp.		909,751
	1,500	NVIDIA Corp.		804,090
	850	Roper Technologies, Inc.		362,950
	2,500	Thermo Fisher Scientific, Inc.		1,162,450
				6,878,629
		Credit Intermediation and
		Related Activities - 8.10%
	4,500	First Republic Bank		583,020
	7,000	JPMorgan Chase & Co.		825,160
	6,250	Visa, Inc. - Class A		1,314,688
				2,722,868
		Data Processing, Hosting
		and Related Services - 4.42%
	6,000	Fidelity National Information
		Services, Inc.		890,460
	3,000	Verisk Analytics, Inc.		594,930
				1,485,390
		Electrical Equipment,
		Appliance, and Component
		Manufacturing - 0.97%
	4,000	EnerSys, Inc.		327,240

		Food Services and
		Drinking Places - 4.60%
	3,500	McDonald’s Corp.		761,040
	8,000	Starbucks Corp.		784,160
				1,545,200

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

BARRETT

GROWTH FUND

Schedule of Investments (Cont’d)

November 30, 2020 (Unaudited)

Shares			Value
		General Merchandise
		Stores - 3.50%
	3,000	Costco Wholesale Corp.	$	1,175,310

		Insurance Carriers and
		Related Activities - 2.55%
	6,000	Progressive Corp.		522,660
	1,000	UnitedHealth Group, Inc.		336,340
				859,000
		Miscellaneous
		Manufacturing - 2.08%
	3,000	Stryker Corp.		700,200

		Nonstore Retailers - 5.65%
	600	Amazon, Inc. (a)		1,900,824

		Other Information
		Services - 4.78%
	4,000	Alibaba Group Holding Ltd. -
		ADR (a)		1,053,440
	2,000	Facebook, Inc. - Class A (a)		553,940
				1,607,380
		Professional, Scientific, and
		Technical Services - 7.59%
	4,500	Accenture PLC - Class A (b)		1,120,905
	12,000	Tetra Tech, Inc.		1,431,000
				2,551,905
		Publishing Industries
		(except Internet) - 8.93%
	1,800	Adobe Systems, Inc. (a)		861,246
	10,000	Microsoft Corp.		2,140,700
				3,001,946
		Securities, Commodity
		Contracts, and Other
		Financial Investments and
		Related Activities - 0.87%
	6,500	Ares Management Corp.		292,825
		Total Common Stocks
		(Cost $12,399,057)		33,349,735

		SHORT-TERM INVESTMENTS - 0.86%

		Money Market Funds - 0.86%
	289,053	Fidelity Investments
		Government Portfolio -
		Class I, 0.010% (c)		289,053
		Total Short-Term Investments
		(Cost $289,053)		289,053
		Total Investments
		(Cost $12,688,110) - 100.05%		33,638,788
		Liabilities in Excess
		of Other Assets - (0.05)%		(17,871	)
		Total Net Assets - 100.00%	$	33,620,917

ADR		American Depository Receipt
Ltd.		Limited Liability Company
PLC		Public Limited Company
(a)		Non-income producing security.
(b)		Foreign issued security.
(c)		Seven day yield as of November 30, 2020.

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

BARRETT

GROWTH FUND

Statement of Assets and Liabilities

November 30, 2020 (Unaudited)

ASSETS
Investments, at value (cost $12,688,110)	$	33,638,788
Dividends and interest receivable		18,887
Other assets		12,545
Total assets		33,670,220

LIABILITIES
Payable for Fund shares redeemed		3,100
Payable for distribution fees		6,869
Payable to affiliates		10,976
Payable to Adviser		11,869
Accrued expenses and other liabilities		16,489
Total liabilities		49,303

NET ASSETS	$	33,620,917

NET ASSETS CONSIST OF:
Paid-in capital	$	10,403,052
Total distributable earnings		23,217,865
Net Assets	$	33,620,917

Shares of beneficial interest outstanding
(unlimited number of shares authorized, $0.001 par value)		1,139,664

Net asset value, redemption price and offering price per share	$	29.50

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

BARRETT

GROWTH FUND

Statement of Operations

For the Six Months Ended November 30, 2020 (Unaudited)

INVESTMENT INCOME
Dividend income	$	114,150
Interest income		21
Total Investment Income		114,171

EXPENSES
Advisory fees		158,786
Administration fees		23,670
Distribution fees		16,815
Fund accounting fees		13,992
Legal fees		12,777
Transfer agent fees and expenses		11,547
Federal and state registration fees		10,599
Audit and tax fees		8,574
Chief Compliance Officer fees and expenses		7,503
Trustees’ fees and related expenses		6,375
Reports to shareholders		2,856
Custody fees		2,772
Insurance fees		1,104
Other expenses		1,629
Total expenses		278,999
Less waivers and reimbursement by Adviser (Note 4)		(80,516	)
Net expenses		198,483

Net Investment Loss		(84,312	)

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain from investments		1,803,483
Change in net unrealized appreciation on investments		4,289,913
Net realized and unrealized gain on investments		6,093,396
Net increase in net assets from operations	$	6,009,084

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

BARRETT

GROWTH FUND

Statements of Changes in Net Assets

	Six Months Ended
	November 30, 2020			Year Ended
	(Unaudited)			May 31, 2020
FROM OPERATIONS
Net investment loss	$	(84,312	)	$	(61,675	)
Net realized gain on investments		1,803,483			587,348
Net change in unrealized appreciation on investments		4,289,913			4,661,917
Net increase in net assets from operations		6,009,084			5,187,590

FROM DISTRIBUTIONS
Net dividends and distributions		—			(727,034	)
Net decrease in net assets resulting from distributions paid		—			(727,034	)

FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold		543,499			1,024,428
Net asset value of shares issued to shareholders
in payment of distributions declared		—			725,790
Cost of shares redeemed		(3,496,674	)		(1,824,719	)
Net decrease in net assets resulting
from capital share transactions		(2,953,175	)		(74,501	)

TOTAL INCREASE IN NET ASSETS		3,055,909			4,386,055

NET ASSETS
Beginning of period		30,565,008			26,178,953
End of period	$	33,620,917		$	30,565,008

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

BARRETT

GROWTH FUND

Financial Highlights

Per share data for a share of capital stock outstanding for the entire period and selected information for each period are as follows:

	Six Months
	Ended
	November 30,
	2020			Years Ended May 31,
	(Unaudited)			2020			2019			2018			2017			2016
NET ASSET VALUE
Beginning of period	$	24.34		$	20.81		$	20.30		$	18.10		$	15.78		$	16.01

OPERATIONS
Net investment income (loss)¹		(0.04	)		(0.05	)		(0.02	)		(0.01	)		0.05			0.01
Net realized and unrealized
gains (losses) on securities		5.20			4.15			1.17			3.12			2.29			(0.22	)
Total from investment operations		5.16			4.10			1.15			3.11			2.34			(0.21	)

LESS DISTRIBUTIONS
Distributions from
net investment income		—			—			—			(0.05	)		(0.02	)		(0.02	)
Distributions from net
realized gains on investments		—			(0.57	)		(0.64	)		(0.86	)		—			—
Total distributions paid		—			(0.57	)		(0.64	)		(0.91	)		(0.02	)		(0.02	)

NET ASSET VALUE
End of period	$	29.50		$	24.34		$	20.81		$	20.30		$	18.10		$	15.78

Total return²		21.20	%		19.82	%		6.17	%		17.51	%		14.82	%		-1.28	%

Net assets at end of period
(000s omitted)	$	33,621		$	30,565		$	26,179		$	25,753		$	21,826		$	19,528

RATIO OF EXPENSES TO
AVERAGE NET ASSETS
Before expense reimbursement³		1.76	%		1.81	%		1.81	%		1.90	%		2.00	%		2.00	%
After expense reimbursement³		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%

RATIO OF NET INVESTMENT
INCOME (LOSS) TO
AVERAGE NET ASSETS
Before expense reimbursement³		(0.78	)%		(0.77	)%		(0.64	)%		(0.71	)%		(0.45	)%		(0.67	)%
After expense reimbursement³		(0.27	)%		(0.21	)%		(0.08	)%		(0.06	)%		0.30	%		0.08	%
Portfolio turnover rate²		3	%		20	%		16	%		20	%		39	%		34	%

1	Net investment income (loss) per share represents net investment income (loss) divided by the daily average shares of beneficial interest outstanding throughout each period.
2	Not annualized for periods less than one year.
3	Annualized for periods less than one year.

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

BARRETT

GROWTH FUND

Notes to the Financial Statements

November 30, 2020 (Unaudited)

1.	Organization	Trust for Professional Managers (the “Trust”) was organized as a Delaware statutory trust under a Declaration of Trust dated May 29, 2001. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company. The Barrett Growth Fund (the “Fund”) represents a distinct diversified series with its own investment objective and policies within the Trust. The investment objective of the Fund is to achieve long-term capital appreciation and to maximize after-tax returns. The Trust may issue an unlimited number of shares of beneficial interest at $0.001 par value. The assets of the Fund are segregated, and a shareholder’s interest is limited to the fund in which shares are held. The Fund commenced operations on December 29, 1998 as a series of The Barrett Funds. On March 30, 2010, the Fund reorganized as a series of the Trust and changed its fiscal year end from June 30th to May 31st. Effective April 29, 2011, Barrett Asset Management, LLC (the “Adviser”) began serving as the investment adviser to the Fund. Prior to April 29, 2011, Barrett Associates, Inc., a wholly-owned subsidiary of Legg Mason, Inc., a financial services holding company, served as the investment adviser to the Fund.

		The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 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 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 the exchange on the date as of which assets are valued. When the security is listed on more than one exchange, the Fund will use the price of the exchange that the Fund generally considers to be the principal exchange on which the stock is traded.

		Fund securities listed on NASDAQ will be valued at the NASDAQ Official Closing Price (“NOCP”), which may not necessarily represent the last sale price. If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation. If there has been no sale on such exchange or on NASDAQ on such day, the security is valued at (i) the mean between the most recent quoted bid and asked prices at the close of the exchange on such day or (ii) the latest sales price on the Composite Market for the day such security is

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	being valued. “Composite Market” means a consolidation of the trade information provided by national securities and foreign exchanges and over-the-counter markets as published by a pricing service. When market quotations are not readily available, any security or other asset is valued at its fair value as determined under procedures approved by the Trust’s Board of Trustees. These fair value procedures will also be used to price a security when corporate events, events in the securities market or world events cause the Adviser to believe that a security’s last sale price may not reflect its actual fair market value. The intended effect of using fair value pricing procedures is to ensure that the Fund is accurately priced. The Board of Trustees will regularly evaluate whether the Fund’s fair value pricing procedures continue to be appropriate in light of the specific circumstances of the Fund and the quality of prices obtained through their application by the Trust’s valuation committee.

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

	Exchange traded options are valued at the composite price, using the National Best Bid and Offer quotes (“NBBO”). NBBO consists of the highest bid price and lowest ask price across any of the exchanges on which an option is quoted, thus providing a view across the entire U.S. options marketplace. Specifically, composite pricing looks at the last trades on the exchanges where the options are traded. If there are no trades for the option on a given business day, composite option pricing calculates the mean of the highest bid price and lowest ask price across the exchanges where the option is traded. Option contracts on securities, currencies and other financial instruments traded in the OTC market with less than 180 days remaining until their expiration are valued at the evaluated price provided by the broker-dealer with which the option was traded. Option contracts on securities, currencies and other financial instruments traded in the OTC market with 180 days or more remaining until their expiration are valued at the prices provided by a recognized independent broker-dealer.

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

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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 disclosure regarding the inputs and valuation techniques used to measure fair value in those instances as well as expanded disclosure of valuation levels for each class of investments. These inputs are summarized in the three broad levels listed below:

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

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

	Level 3 –	Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

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:
Equity
Common Stocks⁽¹⁾	$	33,349,735	$	—	$	—	$	33,349,735
Total Equity		33,349,735		—		—		33,349,735
Short-Term Investments		289,053		—		—		289,053
Total Investments in Securities	$	33,638,788	$	—	$	—	$	33,638,788

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

	The Fund measures Level 3 activity as of the end of the year. For the period 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.

	b) Federal Income Taxes

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

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	As of and during the year ended May 31, 2020, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to uncertain tax benefits as income tax expense in the Statement of Operations. During the fiscal year, the Fund did not incur any interest or penalties. The Fund is not subject to examination by U.S. taxing authorities for tax periods prior to the year ended May 31, 2017.

	c) Distributions to Shareholders

	The Fund will distribute any net investment income and any net realized long- or short-term capital gains, 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 Fund may also pay a special distribution at the end of the calendar year to comply with federal tax requirements. The Fund may make additional distributions if it deems it desirable at another time during the year.

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

	f) Expenses

	Expenses associated with a specific fund in the Trust are charged to that fund. Common expenses are typically allocated evenly between the series of the Trust, or by other equitable means.

	g) Other

	Investment transactions are recorded on the trade date. The Fund determines the gain or loss from investment transactions on the identified cost basis by comparing the cost of the security lot sold with the net sales proceeds. Dividend income, less foreign withholding tax, is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Withholding taxes on foreign dividends and interest, net of any reclaims, have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

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3.	Federal Tax Matters	The tax character of distributions paid by the Fund during the years ended May 31, 2019 and May 31, 2020 was as follows:

	May 31, 2020		May 31, 2019
Ordinary Income	$	—	$	—
Long-Term Capital Gain	$	727,034	$	803,257

The components of accumulated earnings (losses) on a tax basis as of May 31, 2020 were as follows:

Cost basis of investments for federal
income tax purposes	$	13,930,264
Gross tax unrealized appreciation	$	16,720,737
Gross tax unrealized depreciation		(59,972	)
Net tax unrealized appreciation		16,660,765
Undistributed ordinary income		—
Undistributed long-term capital gain		572,896
Distributable earnings		—
Other accumulated losses		(24,880	)
Total distributable earnings	$	17,208,781

	At May 31, 2020, the Barrett Growth Fund deferred, on a tax basis, late year losses of $24,880.

	GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. The permanent tax differences relate to net operating losses. For the year ended May 31, 2020, the following reclassifications were made for permanent tax differences on the Statement of Assets and Liabilities:

	Total Distributable Earnings		$	41,149
	Paid-In Capital		$	(41,149	)

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 Trust, on behalf of 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 September 28, 2021, at the discretion of the Adviser and the Board of Trustees, to the extent necessary to ensure that the Fund’s total operating expenses (exclusive of front-end or contingent deferred sales loads, taxes, leverage (i.e., any expenses incurred in connection with borrowings made by the Fund), interest, brokerage commissions, expenses incurred in connection with any merger or

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	reorganization, dividends or interest on short positions, acquired fund fees and expenses and extraordinary expenses such as litigation) do not exceed 1.25% (the “Expense Limitation Cap”) of the Fund’s average daily net assets. For the six months ended November 30, 2020, the Fund waived expenses of $80,516 which were reimbursed by the Adviser. Any such waiver or reimbursement is subject to later adjustment to allow the Adviser to recoup amounts waived or reimbursed; provided, however, that the Adviser shall only be entitled to recoup such amounts for up to three years from the date such fees and expenses were waived or reimbursed, if such recoupment will not cause the Fund to exceed the lesser of: (1) the Expense Limitation Cap in place at the time of the waiver and/or expense payment; or (2) the Expense Limitation Cap in place at the time of the recoupment. During the six months ended November 30, 2020, $75,253 of previously waived expenses subject to recovery expired.

	The following table shows the remaining waived or reimbursed expenses subject to potential recovery expiring during the fiscal year, or half year, ending:

May 31, 2021	$	77,789
May 31, 2022	$	145,867
May 31, 2023	$	163,293
November 30, 2023	$	80,516

5.	Distribution Plan	The Trust adopted a plan pursuant to Rule 12b-1 (the “12b-1 Plan”), on behalf of the Fund, which authorizes it to pay Quasar Distributors, LLC (“Quasar “ or the “Distributor”) a distribution fee of up to 0.25% of the Fund’s average daily net assets for services to prospective Fund shareholders and distribution of Fund shares. During the six months ended November 30, 2020, the Fund incurred expenses of $16,815 pursuant to the 12b-1 Plan. As of November 30, 2020, the Fund owed the Distributor $6,869 in fees. The Distributor acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.

6.	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 fund accountant; coordinates the preparation and payment of the Fund’s expenses; and reviews the Fund’s expense accruals. Fund Services also serves as the fund accountant and transfer agent to the Fund. U.S. Bank, an affiliate of Fund Services, serves as the Fund’s custodian. Fees and expenses incurred for the six months ended November 30, 2020, and owed as of November 30, 2020 are as follows:

	Incurred		Owed
Administration	$	23,670	$	0
Fund accounting	$	13,992	$	4,689
Transfer agency	$	11,547	$	3,160
Custody	$	2,772	$	624

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		Certain officers of the Fund 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 is also an employee of Fund Services. For the six months ended November 30, 2020, the Fund was allocated $7,503 of the Trust’s Chief Compliance Officer fee. At November 30, 2020, the Fund owed fees of $2,503 for the Chief Compliance Officer’s services.

7.	Capital Share	Transactions in shares of the Fund were as follows:
	Transactions

	Six Months Ended
	November 30, 2020			Year Ended
	(Unaudited)			May 31, 2020
Shares Sold		20,669			45,755
Shares Reinvested		—			30,793
Shares Redeemed		(136,989	)		(78,455	)
Net (Decrease)		(116,320	)		(1,907	)

8.	Investment Transactions	The aggregate purchases and sales of securities, excluding short-term investments, for the Fund for the six months ended November 30, 2020, were $909,693 and $3,331,808, respectively. For the six months ended November 30, 2020, there were no purchases or sales of U.S. government securities for the Fund.

9.	Recent Market Events	U.S. and international markets have experienced significant periods of volatility in recent months and years due to a number of economic, political and global macro factors including the impact of the coronavirus as a global pandemic and related public health issues, business interruptions, growth concerns in the U.S. and overseas, uncertainties regarding interest rates, trade tensions and the threat of tariffs imposed by the U.S. and other countries. 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.

10.	Subsequent Events	On December 18, 2020, the Fund declared and paid distributions to shareholders of record as of December 17, 2020, as follows:

Ordinary		Short-Term		Long-Term
Income		Capital Gains		Capital Gains
$	—	$	—	$	2,195,275

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STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

In accordance with Rule 22e-4 under the Investment Company Act of 1940, as amended, Trust for Professional Managers (the “Trust”) has adopted and implemented a liquidity risk management program (the “Trust Program”). As required under the Trust Program, Barrett Asset Management, LLC (“Barrett”), the investment adviser to the Barrett Growth Fund (the “Fund”), a series of the Trust, has adopted and implemented a liquidity risk management program tailored specifically to the Fund (the “Adviser Program”). The Adviser Program seeks to promote effective liquidity risk management for the Fund and to protect Fund shareholders from dilution of their interests. The Board of Trustees (the “Board”) of the Trust has approved Barrett as the administrator for the Adviser Program (the “Program Administrator”). The Program Administrator has further delegated administration of the Adviser Program to its Compliance Officer, Head Trader and Associate Managing Director. The Program Administrator is required to provide a written annual report to the Board and the Trust’s chief compliance officer regarding the adequacy and effectiveness of the Adviser Program, including the operation of the Fund’s highly liquid investment minimum, if applicable, and any material changes to the Adviser Program.

On October 13-14, 2020, the Board reviewed the Program Administrator’s written annual report for the period December 1, 2019 through June 30, 2020 (the “Report”). The Report provided an assessment of the Fund’s liquidity risk: the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of the remaining investors’ interests in the Fund. The Adviser Program assesses liquidity risk under both normal and reasonably foreseeable stressed market conditions. The Program Administrator has retained ICE Data Services, Inc., a third party vendor, to provide portfolio investment classification services, and the Report noted that the Fund primarily held investments that were classified as highly liquid during the review period. The Report noted that the Fund’s portfolio is expected to continue to primarily hold highly liquid investments and the determination that the Fund be designated as a “primarily highly liquid fund” (as defined in Rule 22e-4) remains appropriate and the Fund can therefore continue to rely on the exclusion in Rule 22e-4 from the requirements to determine and review a highly liquid investment minimum for the Fund and to adopt policies and procedures for responding to a highly liquid investment minimum shortfall. The Report noted that there were no breaches of the Fund’s restriction on holding illiquid investments exceeding 15% of its net assets during the review period. The Report confirmed that the Fund’s investment strategy was appropriate for an open-end management investment company. The Report also indicated that no material changes had been made to the Adviser Program during the review period.

The Program Administrator determined that the Fund is reasonably likely to be able to meet redemption requests without adversely affecting non-redeeming Fund shareholders through significant dilution. The Program Administrator concluded that the Adviser Program was adequately designed and effectively implemented during the review period.

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BASIS FOR TRUSTEES’ APPROVAL OF INVESTMENT ADVISORY AGREEMENT

The Board of Trustees (the “Trustees”) of Trust for Professional Managers (the “Trust”) met on August 18, 2020 to consider the renewal of the Investment Advisory Agreement (the “Agreement”) between the Trust, on behalf of the Barrett Growth Fund (the “Fund”), a series of the Trust, and Barrett Asset Management, LLC, the Fund’s investment adviser (the “Adviser”). The Trustees also met at a prior meeting held on June 25, 2020 (the “June 25, 2020 Meeting”) to review materials related to the renewal of the Agreement. Prior to these meetings, the Trustees requested and received materials to assist them in considering the renewal of the Agreement. The materials provided contained information with respect to the factors enumerated below, including a copy of the Agreement, a memorandum prepared by the Trust’s outside legal counsel discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the renewal of the Agreement, detailed comparative information relating to the Fund’s performance, as well as the management fees and other expenses of the Fund, due diligence materials relating to the Adviser (including a due diligence questionnaire completed on behalf of the Fund by the Adviser, the Adviser’s Form ADV, select financial statements of the Adviser, bibliographic information of the Adviser’s key management and compliance personnel, comparative fee information for the Fund and the Adviser’s other separately-managed accounts and a summary detailing key provisions of the Adviser’s written compliance program, including its code of ethics) and other pertinent information. The Trustees also received information periodically throughout the year that was relevant to the Agreement renewal process, including performance, management fee and other expense information. Based on their evaluation of the information provided by the Adviser, in conjunction with the Fund’s other service providers, the Trustees, by a unanimous vote (including a separate vote of the Trustees who are not “interested persons,” as that term is defined in the Investment Company Act of 1940, as amended (the “Independent Trustees”)), approved the continuation of the Agreement for an additional one-year term ending August 31, 2021.

DISCUSSION OF FACTORS CONSIDERED

In considering the approval of the Agreement and reaching their conclusions, the Trustees reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.

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

The Trustees considered the nature, extent and quality of services provided by the Adviser to the Fund and the amount of time devoted to the Fund’s affairs by the Adviser’s staff. The Trustees considered the Adviser’s specific responsibilities in all aspects of day-to-day management of the Fund, as well as the qualifications, experience and responsibilities of Robert J. Milnamow, E. Wells Beck and Owen W. Gilmore, the Fund’s portfolio managers, and other key personnel at the Adviser involved in the day-to-day activities of the Fund. The Trustees reviewed the information provided by the Adviser in a due diligence summary, including the structure of the Adviser’s compliance program and discussed the Adviser’s marketing activity and its continuing commitment to the Fund. The Trustees noted that during the course of the prior year they had met with the Adviser to discuss various performance, marketing and compliance issues. The Trustees also noted any services that extended beyond portfolio management, and they considered the brokerage practices of the Adviser. The Trustees discussed the Adviser’s handling of compliance matters, including the reports of the Trust’s chief compliance officer to the Trustees on the effectiveness of the Adviser’s compliance program. The Trustees also considered the Adviser’s overall financial condition, as well as the implementation and operational effectiveness of the

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Adviser’s business continuity plan in response to the novel coronavirus (COVID-19) pandemic and challenges to day-to-day operations in a predominately work-from-home environment. The Trustees concluded that the Adviser had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Agreement and that the nature, overall quality and extent of the management services provided to the Fund, as well as the Adviser’s compliance program, were satisfactory and reliable.

2. INVESTMENT PERFORMANCE OF THE FUND AND THE ADVISER

The Trustees discussed the performance of the Fund for the quarter, one-year, three-year, five-year, ten-year and since inception periods ended March 31, 2020. In assessing the quality of the portfolio management services delivered by the Adviser, the Trustees also compared the short-term and longer-term performance of the Fund on both an absolute basis and in comparison to the Fund’s benchmark index, the S&P 500^® Index, and in comparison to a peer group of U.S. open-end large growth funds in the Fund’s current Morningstar category as constructed by data presented by Morningstar Direct (the “Morningstar Peer Group”). The Trustees also reviewed information on the historical performance of a composite of other separately-managed equity only accounts of the Adviser that are similar to the Fund in terms of investment strategy.

The Trustees noted the Fund’s performance for each of the quarter, one-year, three-year and five-year periods ended March 31, 2020 was above the Morningstar Peer Group median. The Trustees also noted the Fund’s performance for the ten-year period ended March 31, 2020 was below the Morningstar Peer Group median. The Trustees noted the Fund outperformed the S&P 500^® Index for the quarter, one-year, three-year, and five-year periods ended March 31, 2020, but that the Fund’s performance lagged the S&P 500^® Index for the ten-year and since inception periods ended March 31, 2020. The Trustees reviewed the Fund’s performance relative to the Adviser’s composite of other separately-managed equity only accounts managed with investment strategies substantially similar to the Fund and noted the Adviser attributed any differences in performance for the periods reviewed to the Fund’s more growth-oriented investment strategy, specific stock selection and higher concentration of holdings in the Fund’s portfolio.

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

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

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

The Trustees also considered the overall profitability of the Adviser, reviewing the Adviser’s financial information and noted that the Adviser has subsidized the Fund’s operations since the Fund’s inception. The Trustees also examined the level of profits that could be expected to accrue to the Adviser from the fees payable under the Agreement, as well as the Fund’s brokerage practices and use of soft dollars by

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the Adviser. These considerations were based on materials requested by the Trustees and the Fund’s administrator specifically for the June 25, 2020 meeting and the August 18, 2020 meeting at which the Agreement was formally considered, as well as the reports prepared by the Adviser over the course of the year.

The Trustees noted that the Fund’s contractual management fee of 1.00% ranked above the Morningstar Peer Group average of 0.74%. The Trustees observed that the Fund’s total expense ratio (net of fee waivers and expense reimbursements and excluding the Fund’s Rule 12b-1 fee) of 1.00% ranked slightly above the Morningstar Peer Group average of 0.99% (which excludes Rule 12b-1 fees). The Trustees also compared the fees paid by the Fund to the fees paid by other separately-managed accounts and another registered mutual fund managed by the Adviser.

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

4. EXTENT OF ECONOMIES OF SCALE AS THE FUND GROWS

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

5. BENEFITS DERIVED FROM THE RELATIONSHIP WITH THE FUND

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

CONCLUSIONS

The Trustees considered all of the foregoing factors. In considering the renewal of the Agreement, the Trustees did not identify any one factor as all-important, but rather considered these factors collectively in light of the Fund’s surrounding circumstances. Based on this review, the Trustees, including a majority of the Independent Trustees, approved the continuation of the Agreement for an additional term ending August 31, 2021 as being in the best interests of the Fund and its shareholders.

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NOTICE OF PRIVACY POLICY & PRACTICES

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

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

• information you give us orally; and

• information about your transactions with us or others.

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

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

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Additional Information

(Unaudited)

TAX INFORMATION

The Fund designated 0.00% of its ordinary income distribution for the year ended May 31, 2020, as qualified dividend income under the Jobs and Growth Tax Relief Reconciliation Act of 2003.

For the year ended May 31, 2020, 0.00% of dividends paid from net ordinary income qualified for the dividends received deduction available to corporate shareholders.

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Section 871(k)(2)(C) of the Code for the Fund was 0.00%.

INDEMNIFICATIONS

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

INFORMATION ABOUT TRUSTEES

The business and affairs of the Trust are managed under the direction of the Board of Trustees. Information pertaining to the Trustees of the Trust is set forth below. The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request by calling 1-877-363-6333.

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

INDEPENDENT TRUSTEES

Michael D. Akers, Ph.D.	Trustee	Indefinite	20	Professor Emeritus,	Independent
615 E. Michigan St.		Term; Since		Department of Accounting	Trustee, USA
Milwaukee, WI 53202		August 22,		(June 2019–present),	MUTUALS
Year of Birth: 1955		2001		Professor, Department	(an open-end
				of Accounting	investment
				(2004–May 2019), Chair,	company with
				Department of	two portfolios).
				Accounting (2004–2017),
				Marquette University.

Gary A. Drska	Trustee	Indefinite	20	Pilot, Frontier/Midwest	Independent
615 E. Michigan St.		Term; Since		Airlines, Inc. (airline	Trustee, USA
Milwaukee, WI 53202		August 22,		company) (1986–present).	MUTUALS
Year of Birth: 1956		2001			(an open-end
					investment
					company with
					two portfolios).

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

INDEPENDENT TRUSTEES (Continued)

Jonas B. Siegel	Trustee	Indefinite	20	Retired (2011–present);	Independent
615 E. Michigan St.		Term; Since		Managing Director, Chief	Trustee, Gottex
Milwaukee, WI 53202		October 23,		Administrative Officer	Trust (an open-
Year of Birth: 1943		2009		(“CAO”) and Chief	end investment
				Compliance Officer	company
				(“CCO”), Granite Capital	(2010–2016).
				International Group, L.P.
				(an investment management
				firm) (1994–2011).

INTERESTED TRUSTEE AND OFFICERS

Joseph C. Neuberger*	Chairperson	Indefinite	20	President (2017–present),	Trustee, USA
615 E. Michigan St.	and	Term; Since		Chief Operating Officer	MUTUALS
Milwaukee, WI 53202	Trustee	August 22,		(2016–2020), Executive	(an open-end
Year of Birth: 1962		2001		Vice President	investment
				(1994–2017), U.S. Bancorp	company)
				Fund Services, LLC.	(2001–2018);
					Trustee, Buffalo
					Funds (an open-
					end investment
					company)
					(2003–2017).

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

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

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

INTERESTED TRUSTEE AND OFFICERS (Continued)

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

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

________

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

BARRETT

GROWTH FUND

A NOTE ON FORWARD LOOKING STATEMENTS (Unaudited)

Except for historical information contained in this report for the Fund, the matters discussed in this report may constitute forward-looking statements made pursuant to the safe-harbor provisions of the Securities Litigation Reform Act of 1995. These include any adviser or portfolio manager predictions, assessments, analyses or outlooks for individual securities, industries, market sectors and/or markets. These statements involve risks and uncertainties. In addition to the general risks described for the Fund in the current Prospectus, other factors bearing on this report include the accuracy of the Adviser’s or portfolio managers’ forecasts and predictions, and the appropriateness of the investment programs designed by the Adviser or portfolio managers to implement their strategies efficiently and effectively. Any one or more of these factors, as well as other risks affecting the securities markets and investment instruments generally, could cause the actual results of the Fund to differ materially as compared to benchmarks associated with the Fund.

ADDITIONAL INFORMATION (Unaudited)

The Fund has adopted proxy voting policies and procedures that delegate to the Adviser the authority to vote proxies. A description of the Fund’s proxy voting policies and procedures is available without charge, upon request, by calling the Fund toll free at 1-877-363-6333. A description of these policies and procedures is also included in the Fund’s Statement of Additional Information, which is available on the SEC’s website at http://www.sec.gov.

The Fund’s proxy voting record for the most recent 12-month period ended June 30, is available without charge, either upon request by calling the Fund toll free at 1-877-363-6333 or by accessing the SEC’s website at http://www.sec.gov.

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

HOUSEHOLDING (Unaudited)

In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses and annual and semi-annual reports you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Fund reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-877-363-6333 to request individual copies of these documents. Once the Fund receives notice to stop householding, the Fund will begin sending individual copies 30 days after receiving your request. This policy does not apply to account statements.

(This Page Intentionally Left Blank.)

BARRETT GROWTH FUND

c/o U.S. Bank Global Fund Services

615 East Michigan Street

Milwaukee, Wisconsin 53202

INVESTMENT ADVISER

Barrett Asset Management, LLC

90 Park Avenue, 34th Floor

New York, New York 10016

DISTRIBUTOR

Quasar Distributors, LLC

111 East Kilbourn Avenue, Suite 2200

Milwaukee, Wisconsin 53202

ADMINISTRATOR, FUND ACCOUNTANT

& TRANSFER AGENT

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

CUSTODIAN

U.S. Bank National Association

Custody Operations

1555 North RiverCenter Drive, Suite 302

Milwaukee, Wisconsin 53212

LEGAL COUNSEL

Godfrey & Kahn, S.C.

833 East Michigan Street, Suite 1800

Milwaukee, Wisconsin 53202

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, Ohio 44115

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

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

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

(b)	Not Applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

(a)

The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)

There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the last fiscal half-year covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not applicable to open-end investment companies.

Item 13. Exhibits.

(a)	(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable.

(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

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

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Trust for Professional Managers

By (Signature and Title)* /s/ John Buckel

John Buckel, President

Date 2/2/2021

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ John Buckel

John Buckel, President

Date 2/2/2021

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

Jennifer Lima, Treasurer

Date 2/2/2021

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

/s/ John Buckel John Buckel President, Trust for Professional Managers	/s/ Jennifer Lima Jennifer Lima Treasurer, Trust for Professional Managers
Dated: 2/2/2021