04/30/2024 | Press release | Distributed by Public on 04/30/2024 08:17
(a)
|
|
LETTER TO SHAREHOLDERS
|
3
|
|
ALLOCATION OF PORTFOLIO HOLDINGS
|
6
|
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EXPENSE EXAMPLES
|
7
|
|
INVESTMENT HIGHLIGHTS
|
9
|
|
SCHEDULES OF INVESTMENTS
|
11
|
|
STATEMENTS OF ASSETS AND LIABILITIES
|
17
|
|
STATEMENTS OF OPERATIONS
|
18
|
|
STATEMENTS OF CHANGES IN NET ASSETS
|
19
|
|
FINANCIAL HIGHLIGHTS
|
21
|
|
NOTES TO FINANCIAL STATEMENTS
|
23
|
|
REPORT OF INDEPENDENT REGISTERED
|
||
PUBLIC ACCOUNTING FIRM
|
32
|
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NOTICE OF PRIVACY POLICY & PRACTICES
|
33
|
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ADDITIONAL INFORMATION
|
34
|
David B. Smith, CFA
|
Doug Butler
|
Chief Investment Officer
|
Director of Research
|
Bright Rock Capital Management
|
Bright Rock Capital Management
|
Bright Rock Mid Cap Growth Fund - Institutional Class
|
|||
Expenses Paid
|
|||
Beginning
|
Ending
|
During Period
|
|
Account Value
|
Account Value
|
September 1, 2023 -
|
|
September 1, 2023
|
February 29, 2024
|
February 29, 2024*
|
|
Actual
|
$1,000.00
|
$1,105.80
|
$6.34
|
Hypothetical (5% return
|
|||
before expenses)
|
$1,000.00
|
$1,018.85
|
$6.07
|
*
|
Expenses are equal to the Institutional Class' annualized expense ratio of 1.21%, multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period.
|
Bright Rock Quality Large Cap Fund - Institutional Class
|
|||
Expenses Paid
|
|||
Beginning
|
Ending
|
During Period
|
|
Account Value
|
Account Value
|
September 1, 2023 -
|
|
September 1, 2023
|
February 29, 2024
|
February 29, 2024*
|
|
Actual
|
$1,000.00
|
$1,116.40
|
$4.58
|
Hypothetical (5% return
|
|||
before expenses)
|
$1,000.00
|
$1,020.54
|
$4.37
|
*
|
Expenses are equal to the Institutional Class' annualized expense ratio of 0.87%, multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period.
|
One
|
Three
|
Five
|
Ten
|
|
Year
|
Years
|
Years
|
Years
|
|
Bright Rock Mid Cap Growth Fund
|
||||
Institutional Class
|
12.43%
|
6.68%
|
11.12%
|
10.05%
|
Russell Midcap® Growth Total Return Index
|
25.03%
|
3.13%
|
11.59%
|
10.88%
|
One
|
Three
|
Five
|
Ten
|
|
Year
|
Years
|
Years
|
Years
|
|
Bright Rock Quality Large Cap Fund
|
||||
Institutional Class
|
27.11%
|
13.22%
|
13.91%
|
10.78%
|
S&P 500® Total Return Index
|
30.45%
|
11.91%
|
14.76%
|
12.70%
|
Shares
|
Value
|
|||||||
COMMON STOCKS - 99.6%
|
||||||||
Automobile Components - 2.5%
|
||||||||
Gentex Corp.
|
60,000
|
$
|
2,191,800
|
|||||
Beverages - 5.6%
|
||||||||
Brown-Forman Corp. - Class B
|
29,500
|
1,776,785
|
||||||
Monster Beverage Corp.(a)
|
53,000
|
3,132,300
|
||||||
4,909,085
|
||||||||
Capital Markets - 7.8%
|
||||||||
FactSet Research Systems, Inc.
|
6,000
|
2,775,480
|
||||||
Morningstar, Inc.
|
7,500
|
2,239,425
|
||||||
SEI Investments Co.
|
27,600
|
1,856,100
|
||||||
6,871,005
|
||||||||
Commercial Services & Supplies - 10.9%
|
||||||||
Copart, Inc.(a)
|
140,000
|
7,441,000
|
||||||
Rollins, Inc.
|
50,250
|
2,214,518
|
||||||
9,655,518
|
||||||||
Communications Equipment - 4.7%
|
||||||||
Arista Networks, Inc.(a)
|
15,000
|
4,163,100
|
||||||
Containers & Packaging - 3.6%
|
||||||||
AptarGroup, Inc.
|
22,500
|
3,160,350
|
||||||
Electrical Equipment - 4.1%
|
||||||||
AMETEK, Inc.
|
20,000
|
3,603,600
|
||||||
Electronic Equipment, Instruments & Components - 4.2%
|
||||||||
Amphenol Corp. - Class A
|
34,000
|
3,714,160
|
||||||
Financial Services - 3.9%
|
||||||||
Jack Henry & Associates, Inc.
|
19,600
|
3,405,892
|
||||||
Food Products - 6.5%
|
||||||||
Lamb Weston Holdings, Inc.
|
20,000
|
2,044,200
|
||||||
The Hershey Co.
|
20,000
|
3,758,400
|
||||||
5,802,600
|
||||||||
Ground Transportation - 2.4%
|
||||||||
JB Hunt Transport Services, Inc.
|
10,500
|
2,166,255
|
Shares
|
Value
|
|||||||
Health Care Equipment & Supplies - 10.0%
|
||||||||
Edwards Lifesciences Corp.(a)
|
25,000
|
$
|
2,121,750
|
|||||
IDEXX Laboratories, Inc.(a)
|
7,000
|
4,026,610
|
||||||
ResMed, Inc.
|
15,500
|
2,692,660
|
||||||
8,841,020
|
||||||||
Hotels, Restaurants & Leisure - 1.8%
|
||||||||
Chipotle Mexican Grill, Inc.(a)
|
600
|
1,613,262
|
||||||
Insurance - 2.1%
|
||||||||
Arthur J Gallagher & Co.
|
7,500
|
1,829,475
|
||||||
Life Sciences Tools & Services - 2.0%
|
||||||||
West Pharmaceutical Services, Inc.
|
5,000
|
1,791,800
|
||||||
Oil, Gas & Consumable Fuels - 7.5%
|
||||||||
Coterra Energy, Inc.
|
50,000
|
1,289,000
|
||||||
DT Midstream, Inc.
|
15,000
|
864,450
|
||||||
ONEOK, Inc.
|
59,850
|
4,495,932
|
||||||
6,649,382
|
||||||||
Semiconductors & Semiconductor Equipment - 3.4%
|
||||||||
Analog Devices, Inc.
|
15,800
|
3,030,756
|
||||||
Software - 3.1%
|
||||||||
Tyler Technologies, Inc.(a)
|
6,250
|
2,732,125
|
||||||
Specialty Retail - 9.3%
|
||||||||
Floor & Decor Holdings, Inc. - Class A(a)
|
11,000
|
1,332,320
|
||||||
Tractor Supply Co.
|
19,500
|
4,959,240
|
||||||
Valvoline, Inc.(a)
|
45,000
|
1,918,800
|
||||||
8,210,360
|
||||||||
Trading Companies & Distributors - 4.2%
|
||||||||
Fastenal Co.
|
50,800
|
3,708,908
|
||||||
TOTAL COMMON STOCKS (Cost $33,900,964)
|
88,050,453
|
Shares
|
Value
|
|||||||
SHORT-TERM INVESTMENTS - 0.5%
|
||||||||
Money Market Funds - 0.5%
|
||||||||
Morgan Stanley Institutional Liquidity Funds -
|
||||||||
Class Institutional, Government Portfolio, 5.22%(b)
|
438,821
|
$
|
438,821
|
|||||
TOTAL SHORT-TERM INVESTMENTS (Cost $438,821)
|
438,821
|
|||||||
Total Investments - 100.1% (Cost $34,339,785)
|
88,489,274
|
|||||||
Liabilities in Excess of Other Assets - (0.1)%
|
(52,951
|
)
|
||||||
TOTAL NET ASSETS - 100.0%
|
$
|
88,436,323
|
(a)
|
Non-income producing security.
|
(b)
|
The rate shown represents the 7-day effective yield as of February 29, 2024.
|
Shares
|
Value
|
|||||||
COMMON STOCKS - 96.1%
|
||||||||
Banks - 4.1%
|
||||||||
JPMorgan Chase & Co.
|
85,000
|
$
|
15,815,100
|
|||||
Beverages - 1.9%
|
||||||||
PepsiCo, Inc.
|
45,000
|
7,440,300
|
||||||
Capital Markets - 2.1%
|
||||||||
BlackRock, Inc.
|
5,500
|
4,462,370
|
||||||
S&P Global, Inc.
|
8,500
|
3,641,230
|
||||||
8,103,600
|
||||||||
Chemicals - 3.0%
|
||||||||
Ecolab, Inc.
|
18,000
|
4,047,120
|
||||||
Linde PLC
|
17,500
|
7,854,350
|
||||||
11,901,470
|
||||||||
Commercial Services & Supplies - 1.5%
|
||||||||
Copart, Inc.(a)
|
112,000
|
5,952,800
|
||||||
Consumer Staples Distribution & Retail - 2.4%
|
||||||||
Walmart, Inc.
|
159,000
|
9,318,990
|
||||||
Diversified Telecommunication Services - 1.8%
|
||||||||
Verizon Communications, Inc.
|
170,000
|
6,803,400
|
||||||
Electric Utilities - 0.9%
|
||||||||
NextEra Energy, Inc.
|
65,000
|
3,587,350
|
||||||
Financial Services - 10.6%
|
||||||||
Berkshire Hathaway, Inc. - Class B(a)
|
35,000
|
14,329,000
|
||||||
Mastercard, Inc. - Class A
|
45,000
|
21,364,200
|
||||||
Visa, Inc. - Class A
|
18,250
|
5,158,180
|
||||||
40,851,380
|
||||||||
Ground Transportation - 2.2%
|
||||||||
Union Pacific Corp.
|
33,500
|
8,498,615
|
||||||
Health Care Providers & Services - 3.2%
|
||||||||
UnitedHealth Group, Inc.
|
25,000
|
12,340,000
|
||||||
Health Care Technology - 1.6%
|
||||||||
Veeva Systems, Inc. - Class A(a)
|
27,000
|
6,088,770
|
Shares
|
Value
|
|||||||
Household Products - 2.8%
|
||||||||
Colgate-Palmolive Co.
|
124,000
|
$
|
10,728,480
|
|||||
Insurance - 3.6%
|
||||||||
Chubb Ltd.
|
55,000
|
13,841,850
|
||||||
Interactive Media & Services - 9.8%
|
||||||||
Alphabet, Inc. - Class A(a)
|
160,000
|
22,153,600
|
||||||
Meta Platforms, Inc. - Class A
|
32,000
|
15,684,160
|
||||||
37,837,760
|
||||||||
IT Services - 2.7%
|
||||||||
Accenture PLC - Class A
|
28,000
|
10,493,840
|
||||||
Life Sciences Tools & Services - 6.9%
|
||||||||
Danaher Corp.
|
55,000
|
13,922,700
|
||||||
Thermo Fisher Scientific, Inc.
|
9,500
|
5,416,710
|
||||||
West Pharmaceutical Services, Inc.
|
21,000
|
7,525,560
|
||||||
26,864,970
|
||||||||
Machinery - 1.6%
|
||||||||
Toro Co.
|
65,000
|
6,000,150
|
||||||
Multi-Utilities - 1.7%
|
||||||||
Sempra Energy
|
94,000
|
6,636,400
|
||||||
Oil, Gas & Consumable Fuels - 1.8%
|
||||||||
EOG Resources, Inc.
|
35,000
|
4,006,100
|
||||||
Exxon Mobil Corp.
|
28,000
|
2,926,560
|
||||||
6,932,660
|
||||||||
Pharmaceuticals - 3.7%
|
||||||||
Merck & Co., Inc.
|
112,000
|
14,240,800
|
||||||
Professional Services - 2.8%
|
||||||||
Automatic Data Processing, Inc.
|
43,000
|
10,798,590
|
||||||
Semiconductors & Semiconductor Equipment - 2.6%
|
||||||||
Texas Instruments, Inc.
|
59,000
|
9,872,470
|
||||||
Software - 11.3%
|
||||||||
Intuit, Inc.
|
15,000
|
9,943,350
|
||||||
Microsoft Corp.
|
66,000
|
27,300,240
|
Shares
|
Value
|
|||||||
Software - 11.3% (Continued)
|
||||||||
Roper Technologies, Inc.
|
12,000
|
$
|
6,536,760
|
|||||
43,780,350
|
||||||||
Specialty Retail - 5.4%
|
||||||||
Home Depot, Inc.
|
33,000
|
12,560,130
|
||||||
TJX Cos., Inc.
|
85,547
|
8,481,130
|
||||||
21,041,260
|
||||||||
Technology Hardware, Storage & Peripherals - 2.9%
|
||||||||
Apple, Inc.
|
62,000
|
11,206,500
|
||||||
Textiles, Apparel & Luxury Goods - 1.2%
|
||||||||
NIKE, Inc. - Class B
|
43,000
|
4,468,990
|
||||||
TOTAL COMMON STOCKS (Cost $227,154,071)
|
371,446,845
|
|||||||
EXCHANGE TRADED FUNDS - 3.5%
|
||||||||
iShares U.S. Energy ETF
|
300,000
|
13,518,000
|
||||||
TOTAL EXCHANGE TRADED FUNDS (Cost $4,934,970)
|
13,518,000
|
|||||||
SHORT-TERM INVESTMENTS - 0.4%
|
||||||||
Money Market Funds - 0.4%
|
||||||||
Morgan Stanley Institutional Liquidity Funds -
|
||||||||
Class Institutional, Government Portfolio, 5.22%(b)
|
1,498,214
|
1,498,214
|
||||||
TOTAL SHORT-TERM INVESTMENTS (Cost $1,498,214)
|
1,498,214
|
|||||||
Total Investments - 100.0% (Cost $233,587,255)
|
386,463,059
|
|||||||
Liabilities in Excess of Other Assets - 0.0%(c)
|
(42,640
|
)
|
||||||
TOTAL NET ASSETS - 100.0%
|
$
|
386,420,419
|
(a)
|
Non-income producing security.
|
(b)
|
The rate shown represents the 7-day effective yield as of February 29, 2024.
|
(c)
|
Represents less than 0.05% of net assets.
|
Mid Cap
|
Quality Large
|
|||||||
Growth Fund
|
Cap Fund
|
|||||||
ASSETS
|
||||||||
Investments, at value:
|
||||||||
(Cost $34,339,785 and $233,587,255)
|
$
|
88,489,274
|
$
|
386,463,059
|
||||
Receivable for Fund shares sold
|
41,412
|
122,372
|
||||||
Dividends and interest receivable
|
76,224
|
288,538
|
||||||
Other assets
|
4,483
|
6,150
|
||||||
TOTAL ASSETS
|
88,611,393
|
386,880,119
|
||||||
LIABILITIES
|
||||||||
Payable for Fund shares redeemed
|
41,568
|
156,599
|
||||||
Payable to affiliates
|
16,446
|
48,241
|
||||||
Payable to Adviser
|
49,474
|
191,462
|
||||||
Payable to auditor
|
37,098
|
37,091
|
||||||
Accrued expenses and other liabilities
|
30,484
|
26,307
|
||||||
TOTAL LIABILITIES
|
175,070
|
459,700
|
||||||
NET ASSETS
|
$
|
88,436,323
|
$
|
386,420,419
|
||||
Net assets consist of:
|
||||||||
Paid-in capital
|
$
|
35,582,384
|
$
|
222,839,192
|
||||
Total distributable earnings
|
52,853,939
|
163,581,227
|
||||||
NET ASSETS
|
$
|
88,436,323
|
$
|
386,420,419
|
||||
INSTITUTIONAL CLASS SHARES
|
||||||||
Net assets
|
$
|
88,436,323
|
$
|
386,420,419
|
||||
Shares of beneficial interest outstanding (unlimited
|
||||||||
number of shares authorized, $0.001 par value)
|
3,647,573
|
17,352,802
|
||||||
Net asset value, redemption price
|
||||||||
and offering price per share
|
$
|
24.25
|
$
|
22.27
|
Mid Cap
|
Quality Large
|
|||||||
Growth Fund
|
Cap Fund
|
|||||||
INVESTMENT INCOME
|
||||||||
Dividend income
|
$
|
1,097,038
|
$
|
5,247,039
|
||||
Interest income
|
48,569
|
274,187
|
||||||
TOTAL INVESTMENT INCOME
|
1,145,607
|
5,521,226
|
||||||
EXPENSES
|
||||||||
Management fees
|
660,505
|
2,220,660
|
||||||
Administration fees
|
100,076
|
298,805
|
||||||
Fund accounting fees
|
42,711
|
119,242
|
||||||
Federal and state registration fees
|
37,783
|
29,635
|
||||||
Transfer agent fees and expenses
|
37,503
|
147,807
|
||||||
Audit and tax fees
|
37,436
|
37,420
|
||||||
Trustees' fees
|
27,118
|
27,055
|
||||||
Legal fees
|
17,332
|
26,542
|
||||||
Reports to shareholders
|
13,369
|
9,701
|
||||||
Chief Compliance Officer fees
|
12,542
|
12,542
|
||||||
Custody fees
|
9,729
|
36,219
|
||||||
Insurance expense
|
3,579
|
6,002
|
||||||
Interest expense
|
921
|
-
|
||||||
Other expenses
|
31,602
|
10,978
|
||||||
TOTAL EXPENSES
|
1,032,206
|
2,982,608
|
||||||
NET INVESTMENT INCOME
|
113,401
|
2,538,618
|
||||||
REALIZED AND UNREALIZED
|
||||||||
GAIN (LOSS) ON INVESTMENTS
|
||||||||
Net realized gain (loss) on investments
|
(1,376,666
|
)
|
14,038,929
|
|||||
Net change in unrealized
|
||||||||
appreciation on investments
|
11,332,577
|
65,663,187
|
||||||
NET REALIZED AND UNREALIZED
|
||||||||
GAIN ON INVESTMENTS
|
9,955,911
|
79,702,116
|
||||||
NET INCREASE IN NET ASSETS
|
||||||||
FROM OPERATIONS
|
$
|
10,069,312
|
$
|
82,240,734
|
Year Ended
|
Year Ended
|
|||||||
February 29, 2024
|
February 28, 2023
|
|||||||
FROM OPERATIONS
|
||||||||
Net investment income (loss)
|
$
|
113,401
|
$
|
(38,461
|
)
|
|||
Net realized loss on investments
|
(1,376,666
|
)
|
(17,995
|
)
|
||||
Net change in unrealized appreciation
|
||||||||
(depreciation) on investments
|
11,332,577
|
(1,627,457
|
)
|
|||||
Net increase (decrease) in
|
||||||||
net assets from operations
|
10,069,312
|
(1,683,913
|
)
|
|||||
FROM DISTRIBUTIONS
|
||||||||
Net dividends and distributions -
|
||||||||
Institutional Class
|
-
|
(4,842,743
|
)
|
|||||
Net decrease in net assets
|
||||||||
resulting from distributions paid
|
-
|
(4,842,743
|
)
|
|||||
FROM CAPITAL SHARE TRANSACTIONS
|
||||||||
Proceeds from shares sold -
|
||||||||
Institutional Class
|
8,033,526
|
17,356,736
|
||||||
Payments for shares redeemed -
|
||||||||
Institutional Class
|
(24,543,785
|
)
|
(11,193,100
|
)
|
||||
Net asset value of shares issued in
|
||||||||
reinvestment of distributions to
|
||||||||
shareholders - Institutional Class
|
-
|
4,835,469
|
||||||
Net increase (decrease) in net assets
|
||||||||
from capital share transactions
|
(16,510,259
|
)
|
10,999,105
|
|||||
TOTAL INCREASE
|
||||||||
(DECREASE) IN NET ASSETS
|
(6,440,947
|
)
|
4,472,449
|
|||||
NET ASSETS
|
||||||||
Beginning of Year
|
94,877,270
|
90,404,821
|
||||||
End of Year
|
$
|
88,436,323
|
$
|
94,877,270
|
Year Ended
|
Year Ended
|
|||||||
February 29, 2024
|
February 28, 2023
|
|||||||
FROM OPERATIONS
|
||||||||
Net investment income
|
$
|
2,538,618
|
$
|
2,428,872
|
||||
Net realized gain on investments
|
14,038,929
|
26,800,092
|
||||||
Net change in unrealized appreciation
|
||||||||
(depreciation) on investments
|
65,663,187
|
(32,345,557
|
)
|
|||||
Net increase (decrease) in
|
||||||||
net assets from operations
|
82,240,734
|
(3,116,593
|
)
|
|||||
FROM DISTRIBUTIONS
|
||||||||
Net dividends and distributions -
|
||||||||
Institutional Class
|
(10,276,983
|
)
|
(41,593,869
|
)
|
||||
Net decrease in net assets
|
||||||||
resulting from distributions paid
|
(10,276,983
|
)
|
(41,593,869
|
)
|
||||
FROM CAPITAL SHARE TRANSACTIONS
|
||||||||
Proceeds from shares sold -
|
||||||||
Institutional Class
|
45,512,919
|
41,359,069
|
||||||
Payments for shares redeemed -
|
||||||||
Institutional Class
|
(46,745,567
|
)
|
(49,676,596
|
)
|
||||
Net asset value of shares issued in
|
||||||||
reinvestment of distributions to
|
||||||||
shareholders - Institutional Class
|
8,624,638
|
39,601,942
|
||||||
Net increase in net assets
|
||||||||
from capital share transactions
|
7,391,990
|
31,284,415
|
||||||
TOTAL INCREASE
|
||||||||
(DECREASE) IN NET ASSETS
|
79,355,741
|
(13,426,047
|
)
|
|||||
NET ASSETS
|
||||||||
Beginning of Year
|
307,064,678
|
320,490,725
|
||||||
End of Year
|
$
|
386,420,419
|
$
|
307,064,678
|
Year
|
Year
|
|||||||||||||||||||
Ended
|
Year Ended
February 28,
|
Ended
|
||||||||||||||||||
February
|
February
|
|||||||||||||||||||
29,
|
29,
|
|||||||||||||||||||
2024
|
2023
|
2022
|
2021
|
2020
|
||||||||||||||||
Net Asset Value, Beginning of Year
|
$
|
21.56
|
$
|
23.35
|
$
|
22.90
|
$
|
18.67
|
$
|
17.89
|
||||||||||
Income (loss) from investment operations:
|
||||||||||||||||||||
Net investment income (loss)(1)
|
0.03
|
(0.01
|
)
|
(0.07
|
)
|
(0.06
|
)
|
(0.07
|
)
|
|||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain (loss) on investments
|
2.66
|
(0.59
|
)
|
2.65
|
5.52
|
1.56
|
||||||||||||||
Total from investment operations
|
2.69
|
(0.60
|
)
|
2.58
|
5.46
|
1.49
|
||||||||||||||
Less distributions paid:
|
||||||||||||||||||||
From investment income
|
-
|
-
|
-
|
-
|
(0.02
|
)
|
||||||||||||||
From net realized gain on investments
|
-
|
(1.19
|
)
|
(2.13
|
)
|
(1.23
|
)
|
(0.69
|
)
|
|||||||||||
Total distributions paid
|
-
|
(1.19
|
)
|
(2.13
|
)
|
(1.23
|
)
|
(0.71
|
)
|
|||||||||||
Net Asset Value, End of Year
|
$
|
24.25
|
$
|
21.56
|
$
|
23.35
|
$
|
22.90
|
$
|
18.67
|
||||||||||
Total Return
|
12.43
|
%
|
-2.29
|
%
|
10.52
|
%
|
29.12
|
%
|
8.07
|
%
|
||||||||||
Supplemental Data and Ratios:
|
||||||||||||||||||||
Net Assets, end of year (000's omitted)
|
$
|
88,436
|
$
|
94,877
|
$
|
90,405
|
$
|
82,862
|
$
|
67,142
|
||||||||||
Ratio of expenses to average net assets
|
1.17
|
%
|
1.13
|
%
|
1.07
|
%
|
1.11
|
%
|
1.14
|
%
|
||||||||||
Ratio of net investment income
|
||||||||||||||||||||
(loss) to average net assets
|
0.13
|
%
|
(0.04
|
)%
|
(0.28
|
)%
|
(0.31
|
)%
|
(0.34
|
)%
|
||||||||||
Portfolio turnover rate
|
8.3
|
%
|
17.5
|
%
|
20.1
|
%
|
14.1
|
%
|
29.1
|
%
|
(1)
|
Per share net investment income (loss) was calculated using average shares outstanding.
|
Year
|
Year
|
|||||||||||||||||||
Ended
|
Year Ended
February 28,
|
Ended
|
||||||||||||||||||
February
|
February
|
|||||||||||||||||||
29,
|
29,
|
|||||||||||||||||||
2024
|
2023
|
2022
|
2021
|
2020
|
||||||||||||||||
Net Asset Value, Beginning of Year
|
$
|
18.04
|
$
|
21.08
|
$
|
19.87
|
$
|
16.58
|
$
|
16.42
|
||||||||||
Income from investment operations:
|
||||||||||||||||||||
Net investment income(1)
|
0.15
|
0.16
|
0.20
|
0.22
|
0.23
|
|||||||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain (loss) on investments
|
4.68
|
(0.41
|
)
|
2.94
|
3.75
|
0.87
|
||||||||||||||
Total from investment operations
|
4.83
|
(0.25
|
)
|
3.14
|
3.97
|
1.10
|
||||||||||||||
Less distributions paid:
|
||||||||||||||||||||
From investment income
|
(0.14
|
)
|
(0.16
|
)
|
(0.23
|
)
|
(0.23
|
)
|
(0.23
|
)
|
||||||||||
From net realized gain on investments
|
(0.46
|
)
|
(2.63
|
)
|
(1.70
|
)
|
(0.45
|
)
|
(0.71
|
)
|
||||||||||
Total distributions paid
|
(0.60
|
)
|
(2.79
|
)
|
(1.93
|
)
|
(0.68
|
)
|
(0.94
|
)
|
||||||||||
Net Asset Value, End of Year
|
$
|
22.27
|
$
|
18.04
|
$
|
21.08
|
$
|
19.87
|
$
|
16.58
|
||||||||||
Total Return
|
27.11
|
%
|
-1.01
|
%
|
15.35
|
%
|
24.40
|
%
|
6.24
|
%
|
||||||||||
Supplemental Data and Ratios:
|
||||||||||||||||||||
Net Assets, end of year (000's omitted)
|
$
|
386,420
|
$
|
307,065
|
$
|
320,491
|
$
|
290,793
|
$
|
237,734
|
||||||||||
Ratio of expenses to average net assets
|
0.87
|
%
|
0.88
|
%
|
0.83
|
%
|
0.86
|
%
|
0.87
|
%
|
||||||||||
Ratio of net investment
|
||||||||||||||||||||
income to average net assets
|
0.74
|
%
|
0.79
|
%
|
0.87
|
%
|
1.27
|
%
|
1.28
|
%
|
||||||||||
Portfolio turnover rate
|
27.2
|
%
|
39.6
|
%
|
30.4
|
%
|
30.7
|
%
|
28.3
|
%
|
(1)
|
Per share net investment income was calculated using average shares outstanding.
|
(1)
|
Organization
|
Trust for Professional Managers (the "Trust") was organized as a Delaware statutory trust under a Declaration of Trust dated May 29, 2001. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. The Bright Rock Funds (the "Funds") are comprised of the Bright Rock Mid Cap Growth Fund ("Mid Cap Growth Fund") and the Bright Rock Quality Large Cap Fund ("Quality Large Cap Fund"), each representing a distinct series with its own investment objective and policies within the Trust. The investment objective of both Funds is long-term capital appreciation. The Trust may issue an unlimited number of shares of beneficial interest at $0.001 par value. The assets of the Funds are segregated, and a shareholder's interest is limited to the Fund in which shares are held. Each Fund is a series of an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 "Financial Services-Investment Companies". Each Fund has registered both Investor Class shares and Institutional Class shares. Each Fund currently offers only Institutional Class shares. The Institutional Class shares of each Fund commenced operations on May 26, 2010. Bright Rock Capital Management, LLC (the "Adviser") serves as the Funds' investment adviser.
|
|
(2)
|
Significant Accounting Policies
|
The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of the financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP").
|
(a)
|
Investment Valuation
|
|
Each equity security owned by a Fund that is listed on a securities exchange, except for securities listed on the NASDAQ Stock Market, LLC ("NASDAQ"), is valued at its last sale price on that exchange on the date as of which assets are valued. Forward currency contracts are valued at the mean between the bid and asked prices by an approved independent pricing service ("Pricing Service"). Commodities futures contracts and options thereon traded on a commodities exchange or board of trade are valued at the last sale price at the close of trading. Rights and warrants are valued at the last sale price at the close of the exchange on which the security is primarily traded.
|
||
If the security is listed on more than one exchange, a Fund will use the price of the exchange that the Fund generally considers to be the principal exchange on which the security is traded. Portfolio securities listed on NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily
|
represent the last sale price. If there has been no sale on such exchange or on NASDAQ on such day, the security is valued at the mean between the most recent quoted bid and asked prices at the close of the exchange on such day or the security shall be valued at the latest sales price on the "composite market" for the day such security is being valued. The composite market is defined as a consolidation of the trade information provided by national securities and foreign exchanges and over-the-counter markets as published by a Pricing Service.
|
||
Money market funds, demand notes and repurchase agreements are valued at cost. If cost does not represent current market value the securities will be priced at fair value.
|
||
Redeemable securities issued by open-end, registered investment companies are valued at the NAVs of such companies for purchase and/or redemption orders placed on that day. If, on a particular day, a share of an investment company is not listed on NASDAQ, such security's fair value will be determined. All exchange-traded funds are valued at the last reported sale price on the exchange on which the security is principally traded. In the event market quotations are not readily available, such security will be valued at its fair value.
|
||
If market quotations are not readily available, a security or other asset will be valued at its fair value in accordance with Rule 2a-5 of the 1940 Act as determined under the Adviser's fair value pricing procedures, subject to oversight by the Board of Trustees. These fair value pricing procedures will also be used to price a security when corporate events, events in the securities market and/or world events cause the Adviser to believe that a security's last sale price may not reflect its actual fair market value. The intended effect of using fair value pricing procedures is to ensure that the Funds are accurately priced. The Adviser will regularly evaluate whether the Funds' fair value pricing procedures continue to be appropriate in light of the specific circumstances of the Funds and the quality of prices obtained through the application of such procedures.
|
||
FASB Accounting Standards Codification, "Fair Value Measurement" Topic 820 ("ASC 820"), establishes an authoritative definition of fair value and sets out a hierarchy for measuring fair value. ASC 820 requires an entity to evaluate certain factors to determine whether there has been a significant decrease in volume and level of activity for the security such that recent transactions and quoted prices may not be determinative of fair value and further analysis and adjustment may be necessary to estimate fair value. ASC 820 also requires enhanced disclosure regarding the inputs and valuation techniques used to measure fair value in those instances as well as expanded disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:
|
Level 1-
|
Quoted prices in active markets for identical securities.
|
Level 2-
|
Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
|
||
Level 3-
|
Significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments).
|
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Funds' investments carried at fair value as of February 29, 2024:
|
Mid Cap Growth Fund
|
|||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||
Assets:
|
|||||||||||||||||
Common Stocks
|
$
|
88,050,453
|
$
|
-
|
$
|
-
|
$
|
88,050,453
|
|||||||||
Money Market Funds
|
438,821
|
-
|
-
|
438,821
|
|||||||||||||
Total Assets
|
$
|
88,489,274
|
$
|
-
|
$
|
-
|
$
|
88,489,274
|
|||||||||
Quality Large Cap Fund
|
|||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||
Assets:
|
|||||||||||||||||
Common Stocks
|
$
|
371,446,845
|
$
|
-
|
$
|
-
|
$
|
371,446,845
|
|||||||||
Exchange Traded Funds
|
13,518,000
|
-
|
-
|
13,518,000
|
|||||||||||||
Money Market Funds
|
1,498,214
|
-
|
-
|
1,498,214
|
|||||||||||||
Total Assets
|
$
|
386,463,059
|
$
|
-
|
$
|
-
|
$
|
386,463,059
|
See the Schedule of Investments for industry classifications.
|
||
For the year ended February 29, 2024, the Funds did not hold any Level 3 securities.
|
||
The Funds did not hold financial derivative instruments during the period presented.
|
||
(b)
|
Federal Income Taxes
|
|
Each Fund complies with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and make the requisite distributions of income and capital gains to its shareholders sufficient to relieve each Fund from all or substantially all federal income taxes. Therefore, no federal income tax provision has been provided.
|
||
(c)
|
Distributions to Shareholders
|
|
The Mid Cap Growth Fund will make distributions of net investment income and net capital gain, if any, at least annually. The Quality Large Cap Fund will make
|
distributions of net investment income, if any, at least quarterly, and net capital gain, if any, at least annually. Distributions from net realized gains for book purposes may include short-term capital gains. All short-term capital gains are included in ordinary income for tax purposes. Distributions to shareholders are recorded on the ex-dividend date. The Funds may also pay a special distribution at the end of the calendar year to comply with federal tax requirements.
|
||
The amount of the dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are either temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment.
|
||
(d)
|
Use of Estimates
|
|
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
||
(e)
|
Share Valuation
|
|
The NAV per share of each Fund is calculated by dividing the sum of the value of the securities held by each Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for each Fund, rounded to the nearest cent. The Funds' shares will not be priced on the days on which the New York Stock Exchange is closed for trading. The offering and redemption price per share for each Fund is equal to the Fund's NAV per share.
|
||
(f)
|
Allocation of Income, Expenses and Gains/Losses
|
|
Income, expenses (other than those deemed attributable to a specific share class), and gains and losses of the Funds are allocated daily to each class of shares based upon the ratio of net assets represented by each class as a percentage of the net assets of each Fund. Expenses deemed directly attributable to a class of shares are recorded by the specific class. Most Fund expenses are allocated by class based on relative net assets. Expenses associated with a specific fund in the Trust are charged to that fund. Common Trust expenses are typically allocated evenly between the funds of the Trust, or by other equitable means.
|
(g)
|
Other
|
|
Investment transactions are recorded on the trade date. The Funds determine the gain or loss from investment transactions using the best tax relief order. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis.
|
(3)
|
Federal Tax Matters
|
The tax character of distributions paid to shareholders for the years ended February 28, 2023 and February 29, 2024 was as follows:
|
Ordinary
|
Long-Term
|
||||||||
Income
|
Capital Gain
|
||||||||
Mid Cap Growth Fund
|
|||||||||
Year ended February 28, 2023
|
$
|
-
|
$
|
4,842,743
|
|||||
Year ended February 29, 2024
|
$
|
-
|
$
|
-
|
|||||
Ordinary
|
Long-Term
|
||||||||
Income
|
Capital Gain
|
||||||||
Quality Large Cap Fund
|
|||||||||
Year ended February 28, 2023
|
$
|
2,452,603
|
$
|
39,141,266
|
|||||
Year ended February 29, 2024
|
$
|
2,427,111
|
$
|
7,849,872
|
As of February 29, 2024, the components of accumulated earnings (losses) on a tax basis were as follows:
|
Mid Cap
|
Quality Large
|
||||||||
Growth Fund
|
Cap Fund
|
||||||||
Cost basis of investments for
|
|||||||||
federal income tax purposes
|
$
|
34,354,075
|
$
|
233,587,255
|
|||||
Gross tax unrealized appreciation
|
$
|
54,149,489
|
$
|
153,220,283
|
|||||
Gross tax unrealized depreciation
|
(14,290
|
)
|
(344,479
|
)
|
|||||
Net tax unrealized appreciation
|
$
|
54,135,199
|
$
|
152,875,804
|
|||||
Undistributed ordinary income
|
$
|
113,401
|
$
|
1,153,629
|
|||||
Undistributed long-term capital gain
|
-
|
9,551,793
|
|||||||
Total accumulated earnings
|
$
|
113,401
|
$
|
10,705,422
|
|||||
Other accumulated loss
|
(1,394,661
|
)
|
1
|
||||||
Total distributable earnings
|
$
|
52,583,939
|
$
|
163,581,227
|
The difference between book-basis and tax-basis cost of investments is attributable to the tax deferral of wash sale losses.
|
|
At February 29, 2024, the Mid Cap Growth Fund had short-term capital loss carryforwards of $1,394,661 which have an unlimited carryover period.
|
GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the fiscal year ended February 29, 2024, no such reclassifications were required.
|
|
The Funds had no material uncertain tax positions and had not recorded a liability for unrecognized tax benefits as of February 29, 2024. Also, the Funds recognized no interest and penalties related to uncertain tax benefits in fiscal year 2024. At February 29, 2024, the fiscal years 2021 through 2024 remained open to examination in the Funds' major tax jurisdictions.
|
|
(4)
|
Investment Adviser
|
The Trust has entered into an Investment Advisory Agreement (the "Agreement") with the Adviser to furnish investment advisory services to the Funds. Under the terms of the Agreement, the Trust, on behalf of the Mid Cap Growth Fund and the Quality Large Cap Fund, compensates the Adviser for its management services at the annual rates of 0.75% and 0.65%, respectively, of each Fund's average daily net assets.
|
|
The Adviser has contractually agreed to waive its management fee and/or reimburse each Fund's other expenses at least through June 28, 2025, at the discretion of the Adviser and the Board of Trustees, to the extent necessary to ensure that each Fund's total operating expenses (exclusive of front-end or contingent deferred sales loads, Rule 12b-1 fees, shareholder servicing plan fees, taxes, leverage expenses, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividends or interest on short positions, acquired fund fees and expenses and extraordinary expenses such as litigation) do not exceed 1.25% of each Fund's average daily net assets. Any such waiver or reimbursement is subject to later adjustment to allow the Adviser to recoup amounts waived or reimbursed within three years from the date such amount was waived or reimbursed, subject to the operating expense limitation agreement, if such reimbursements will not cause a Fund to exceed the lesser of: (1) the expense limitation in place at the time of the waiver and/or expense payment; or (2) the expense limitation in place at the time of the recoupment. The Funds did not have any previously waived expenses subject to potential recoupment at the period end.
|
(5)
|
Related Party Transactions
|
U.S. Bancorp Fund Services, LLC (doing business as U.S. Bank Global Fund Services) ("Fund Services") acts as the Funds' administrator under an Administration Agreement. Fund Services prepares various federal and state regulatory filings, reports and returns for the Funds; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Funds' custodian, transfer agent and accountants; and coordinates the preparation and payment of the Funds' expenses and reviews the Funds' expense accruals. Fund Services also serves as the fund accountant and transfer agent to the Funds. U.S. Bank, N.A. ("U.S. Bank"), an affiliate of Fund Services, serves as each Fund's custodian. Fees and expenses incurred for the year ended February 29, 2024, and owed as of February 29, 2024 are as follows:
|
Administration
|
Incurred
|
Owed
|
|||||||
Bright Rock Mid Cap Growth Fund
|
$
|
100,076
|
$
|
8,536
|
|||||
Bright Rock Quality Large Cap Fund
|
$
|
298,805
|
$
|
28,249
|
|||||
Fund Accounting
|
Incurred
|
Owed
|
|||||||
Bright Rock Mid Cap Growth Fund
|
$
|
42,711
|
$
|
3,211
|
|||||
Bright Rock Quality Large Cap Fund
|
$
|
119,242
|
$
|
9,627
|
|||||
Transfer Agency
|
Incurred *
|
Owed
|
|||||||
Bright Rock Mid Cap Growth Fund
|
$
|
25,622
|
$
|
2,079
|
|||||
Bright Rock Quality Large Cap Fund
|
$
|
40,125
|
$
|
2,935
|
|||||
Custody
|
Incurred
|
Owed
|
|||||||
Bright Rock Mid Cap Growth Fund
|
$
|
9,729
|
$
|
1,539
|
|||||
Bright Rock Quality Large Cap Fund
|
$
|
36,219
|
$
|
6,346
|
*
|
These amounts do not include sub-transfer agency fees, therefore may not agree to the Statements of Operations.
|
The Funds each have a line of credit with U.S. Bank (see Note 8).
|
|
Certain officers of the Funds are also employees of Fund Services. A Trustee of the Trust is affiliated with Fund Services and U.S. Bank.
|
|
The Trust's Chief Compliance Officer ("CCO") is also an employee of Fund Services. Each Fund's allocation of the Trust's CCO fee incurred for the year ended February 29, 2024, and owed as of February 29, 2024, is as follows:
|
CCO
|
Incurred
|
Owed
|
|||||||
Bright Rock Mid Cap Growth Fund
|
$
|
12,542
|
$
|
1,081
|
|||||
Bright Rock Quality Large Cap Fund
|
$
|
12,542
|
$
|
1,084
|
(6)
|
Capital Share Transactions
|
Year Ended
|
Year Ended
|
||||||||
Mid Cap Growth Fund - Institutional Class
|
February 29, 2024
|
February 28, 2023
|
|||||||
Shares Sold
|
370,152
|
805,288
|
|||||||
Shares Issued to Holders in
|
|||||||||
Reinvestment of Distributions
|
-
|
237,149
|
|||||||
Shares Redeemed
|
(1,123,481
|
)
|
(512,746
|
)
|
|||||
Net Increase (Decrease)
|
(753,329
|
)
|
529,691
|
||||||
Year Ended
|
Year Ended
|
||||||||
Quality Large Cap Fund - Institutional Class
|
February 29, 2024
|
February 28, 2023
|
|||||||
Shares Sold
|
2,266,073
|
2,083,465
|
|||||||
Shares Issued to Holders in
|
|||||||||
Reinvestment of Distributions
|
420,597
|
2,217,028
|
|||||||
Shares Redeemed
|
(2,350,799
|
)
|
(2,484,999
|
)
|
|||||
Net Increase
|
335,871
|
1,815,494
|
(7)
|
Investment Transactions
|
The aggregate purchases and sales of securities, excluding short-term investments, for the Funds for the year ended February 29, 2024 are summarized below. There were no purchases or sales of U.S. government securities for the Funds.
|
Mid Cap Growth Fund
|
Quality Large Cap Fund
|
|||||||||
Purchases
|
$
|
7,233,097
|
$
|
92,781,706
|
||||||
Sales
|
$
|
23,269,834
|
$
|
91,875,903
|
(8)
|
Line of Credit
|
The Funds each have lines of credit, maturing August 3, 2024, of the lesser of 33.33% of the fair value of unencumbered net assets of a Fund or the amount of $3,500,000 and $25,000,000 for the Mid Cap Growth Fund and Quality Large Cap Fund, respectively. These unsecured lines of credit are intended to provide short-term financing, if necessary, and subject to certain restrictions, in connection with shareholder redemptions. The credit facility is with the Funds' custodian, U.S. Bank. Interest was accrued at the prime rate of 7.75% from March 1, 2023 through March 22, 2023, 8.00% from March 23, 2023 through May 3, 2023, 8.25% from May 4, 2023
|
through July 26, 2023, and 8.50% from July 27, 2023 through February 29, 2024. The following table provides information regarding usage of the line of credit for the Mid Cap Growth Fund for the period ended February 29, 2024.
|
Average
|
Maximum
|
Date of
|
||||
Days
|
Amount of
|
Interest
|
Amount of
|
Maximum
|
||
Utilized
|
Borrowing
|
Expense*
|
Borrowing
|
Borrowing
|
||
Mid Cap Growth Fund
|
27
|
$144,444
|
$921
|
$489,000
|
10/26/2023
|
* Interest expense is reported on the Statements of Operations.
|
During the year ended February, 29, 2024, the Quality Large Cap Fund did not utilize the line of credit.
|
|
(9)
|
Subsequent Event
|
On March 15, 2024, the Quality Large Cap Fund declared and paid a distribution of $247,857 to the shareholders of record on March 15, 2024.
|
|
The Funds have evaluated events and transactions that have occurred subsequent to February 29, 2024 and determined there were no other subsequent events that would require recognition or disclosure in financial statements.
|
|
(10)
|
Recent Market Events
|
U.S. and international markets have experienced and may continue to experience significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including uncertainty regarding inflation and central banks' interest rate increases, the possibility of a national or global recession, trade tensions, political events, the war between Russia and Ukraine, significant conflict between Israel and Hamas in the Middle East and the impact of the coronavirus (COVID-19) global pandemic. The impact of COVID-19 may last for an extended period of time. As a result of continuing political tensions and armed conflicts, including the war between Ukraine and Russia, the U.S. and the European Union imposed sanctions on certain Russian individuals and companies, including certain financial institutions, and have limited certain exports and imports to and from Russia. The war has contributed to recent market volatility and may continue to do so. 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, despite government efforts to address market disruptions. Continuing market volatility as a result of recent market conditions or other events may have adverse effects on your account.
|
Quality Large Cap
|
100.00%
|
||
Mid Cap Growth
|
0.00%
|
Quality Large Cap
|
100.00%
|
||
Mid Cap Growth
|
0.00%
|
Number of
|
Other
|
||||
Term of
|
Portfolios
|
Principal
|
Directorships
|
||
Name,
|
Position(s)
|
Office and
|
in the Trust
|
Occupation(s)
|
Held by Trustee
|
Address and
|
Held with
|
Length of
|
Overseen
|
During the
|
During the
|
Year of Birth
|
the Trust
|
Time Served
|
by Trustee
|
Past Five Years
|
Past Five Years
|
Michael D. Akers, Ph.D.
|
Trustee
|
Indefinite
|
31
|
Professor Emeritus,
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
Department of
|
Trustee, USA
|
||
Milwaukee, WI 53202
|
August 22,
|
Accounting (June
|
MUTUALS
|
||
Year of Birth: 1955
|
2001
|
2019-present);
|
(an open-end
|
||
Professor,
|
investment
|
||||
Department of
|
company)
|
||||
Accounting
|
(2001-2021).
|
||||
(2004-2019);
|
|||||
Marquette University.
|
|||||
Gary A. Drska
|
Trustee
|
Indefinite
|
31
|
Retired; 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
|
||
(1986-2021).
|
investment
|
||||
company)
|
|||||
(2001-2021).
|
|||||
Vincent P. Lyles
|
Trustee
|
Indefinite
|
31
|
Executive Director,
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
Milwaukee Succeeds
|
Director, BMO
|
||
Milwaukee, WI 53202
|
April 6,
|
(education advocacy
|
Funds, Inc.
|
||
Year of Birth: 1961
|
2022
|
organization) (2023-
|
(an open-end
|
||
present); System
|
investment
|
||||
Vice President of
|
company)
|
||||
Community
|
(2017-2022).
|
||||
Relations, Advocate
|
|||||
Aurora Health Care
|
|||||
(health care provider)
|
|||||
(2019-2022).
|
Number of
|
Other
|
||||
Term of
|
Portfolios
|
Principal
|
Directorships
|
||
Name,
|
Position(s)
|
Office and
|
in the Trust
|
Occupation(s)
|
Held by Trustee
|
Address and
|
Held with
|
Length of
|
Overseen
|
During the
|
During the
|
Year of Birth
|
the Trust
|
Time Served
|
by Trustee
|
Past Five Years
|
Past Five Years
|
Erik K. Olstein
|
Trustee
|
Indefinite
|
31
|
Retired; President
|
N/A
|
615 E. Michigan St.
|
Term; Since
|
and Chief Operating
|
|||
Milwaukee, WI 53202
|
April 6,
|
Officer (2000-2020),
|
|||
Year of Birth: 1967
|
2022
|
Olstein Capital
|
|||
Management, L.P.
|
|||||
(asset management
|
|||||
firm).
|
|||||
Lisa Zúñiga Ramírez
|
Trustee
|
Indefinite
|
31
|
Retired; Principal
|
Director, Peoples
|
615 E. Michigan St.
|
Term; Since
|
and Senior Portfolio
|
Financial
|
||
Milwaukee, WI 53202
|
April 6,
|
Manager, Segall,
|
Services Corp.
|
||
Year of Birth: 1969
|
2022
|
Bryant & Hamill, LLC
|
(a publicly
|
||
(asset management
|
traded bank
|
||||
firm) (2018-2020).
|
holding company
|
||||
(2022-present);
|
|||||
Independent
|
|||||
Director, Century
|
|||||
Communities,
|
|||||
Inc. (a publicly-
|
|||||
traded
|
|||||
homebuilding
|
|||||
company)
|
|||||
(October
|
|||||
2023-present).
|
|||||
Gregory M. Wesley
|
Trustee
|
Indefinite
|
31
|
Senior Vice President
|
N/A
|
615 E. Michigan St.
|
Term; Since
|
of Strategic Alliances
|
|||
Milwaukee, WI 53202
|
April 6,
|
and Business
|
|||
Year of Birth: 1969
|
2022
|
Development, Medical
|
|||
College of Wisconsin
|
|||||
(2016-present).
|
|||||
Interested Trustee and Officers
|
|||||
John P. Buckel*
|
Chairperson,
|
Indefinite Term;
|
31
|
Vice President,
|
N/A
|
615 E. Michigan St.
|
Trustee,
|
Chairperson
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
President
|
and Trustee
|
Services, LLC
|
||
Year of Birth: 1957
|
and
|
(since
|
(2004-present).
|
||
Principal
|
January 19,
|
||||
Executive
|
2023);
|
||||
Officer
|
President and
|
||||
Principal
|
|||||
Executive
|
|||||
Officer (since
|
|||||
January 24,
|
|||||
2013)
|
Number of
|
Other
|
||||
Term of
|
Portfolios
|
Principal
|
Directorships
|
||
Name,
|
Position(s)
|
Office and
|
in the Trust
|
Occupation(s)
|
Held by Trustee
|
Address and
|
Held with
|
Length of
|
Overseen
|
During the
|
During the
|
Year of Birth
|
the Trust
|
Time Served
|
by Trustee
|
Past Five Years
|
Past Five Years
|
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
|
|||||
Deanna B. Marotz
|
Chief
|
Indefinite
|
N/A
|
Senior Vice President,
|
N/A
|
615 E. Michigan St.
|
Compliance
|
Term; Since
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
Officer,
|
October 21,
|
Services, LLC
|
||
Year of Birth: 1965
|
Vice
|
2021
|
(2021-present); Chief
|
||
President
|
Compliance Officer,
|
||||
and
|
Keeley-Teton Advisors,
|
||||
Anti-Money
|
LLC and Teton Advisors,
|
||||
Laundering
|
Inc (2017-2021).
|
||||
Officer
|
|||||
Jay S. Fitton
|
Secretary
|
Indefinite
|
N/A
|
Vice President,
|
N/A
|
615 E. Michigan St.
|
Term; Since
|
U.S. Bancorp Fund
|
|||
Milwaukee, WI 53202
|
July 22,
|
Services, LLC (2019-
|
|||
Year of Birth: 1970
|
2019
|
present); Partner, Practus,
|
|||
LLP (2018-2019).
|
|||||
Kelly A. Strauss
|
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).
|
|||
Laura A. Carroll
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
August 20,
|
Services, LLC
|
|||
Year of Birth: 1985
|
2018
|
(2007-present).
|
|||
Shannon Coyle
|
Assistant
|
Indefinite
|
N/A
|
Officer,
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
U.S. Bancorp Fund
|
||
Milwaukee, WI 53202
|
August 26,
|
Services, LLC
|
|||
Year of Birth: 1990
|
2022
|
(2015-present).
|
Number of
|
Other
|
||||
Term of
|
Portfolios
|
Principal
|
Directorships
|
||
Name,
|
Position(s)
|
Office and
|
in the Trust
|
Occupation(s)
|
Held by Trustee
|
Address and
|
Held with
|
Length of
|
Overseen
|
During the
|
During the
|
Year of Birth
|
the Trust
|
Time Served
|
by Trustee
|
Past Five Years
|
Past Five Years
|
Marissa Pawlinski
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Secretary
|
Term; Since
|
U.S.Bancorp Fund
|
||
Milwaukee, WI 53202
|
January 2024
|
Services, LLC (since
|
|||
Year of Birth: 1996
|
2023); Regulatory
|
||||
Administration Attorney,
|
|||||
U.S.Bancorp Fund
|
|||||
Services, LLC (since
|
|||||
2022); Judicial Law Clerk
|
|||||
Milwaukee County
|
|||||
Circuit Court (2021-
|
|||||
2022); Legal Intern, City
|
|||||
of Brookfield (2020-
|
|||||
2021); Student,
|
|||||
Marquette University
|
|||||
Law School (2019-2021).
|
*
|
Mr. Buckel 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.
|
(b)
|
Not applicable.
|
FYE 2/29/2024
|
FYE 2/28/2023
|
|
(a) Audit Fees
|
$59,980
|
$57,120
|
(b) Audit-Related Fees
|
$0
|
$0
|
(c) Tax Fees
|
$14,000
|
$13,340
|
(d) All Other Fees
|
$0
|
$0
|
FYE 2/29/2024
|
FYE 2/28/2023
|
|
Audit-Related Fees
|
0%
|
0%
|
Tax Fees
|
0%
|
0%
|
All Other Fees
|
0%
|
0%
|
Non-Audit Related Fees
|
FYE 2/29/2024
|
FYE 2/28/2023
|
Registrant
|
$0
|
$0
|
Registrant's Investment Adviser
|
$126,000
|
$126,000
|
(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 period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
(a)
|
(b)
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
|