

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-10401
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive
offices) (Zip code)
Jay S. Fitton
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
(Name and address of agent
for service)
(513) 520-5925
Registrant’s telephone number, including area code
Date of fiscal year end: February 28, 2026
Date of reporting period:
Item 1. Reports to Stockholders.
| (a) |
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Annual Shareholder Report |
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Class Name
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Costs of a $10,000 investment
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Costs paid as a percentage of a $10,000 investment
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Institutional Class
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$
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Top Contributors
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↑
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Amphenol Corp. - Class A
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↑
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Arista Networks, Inc.
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↑
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Monster Beverage Corp.
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↑
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IDEXX Laboratories, Inc.
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↑
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The Hershey Co.
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Top Detractors
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↓
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Tyler Technologies, Inc.
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↓
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FactSet Research Systems, Inc.
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↓
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Copart, Inc.
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↓
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Pinterest, Inc. - Class A
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↓
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Morningstar, Inc.
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| Bright Rock Mid Cap Growth Fund | PAGE 1 | TSR-AR-89833W451 |

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1 Year
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5 Year
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10 Year
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Net Assets
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$
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Number of Holdings
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Net Advisory Fee
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$
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Portfolio Turnover
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Top 10 Issuers
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(%)
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Amphenol Corp.
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Arista Networks, Inc.
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The Hershey Co.
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Fastenal Co.
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IDEXX Laboratories, Inc.
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Monster Beverage Corp.
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AMETEK, Inc.
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Tractor Supply Co.
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ResMed, Inc.
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Jack Henry & Associates, Inc.
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| * | The Global Industry Classification Standard (“GICS®”) was developed by and/or is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services. |
| Bright Rock Mid Cap Growth Fund | PAGE 2 | TSR-AR-89833W451 |
| Bright Rock Mid Cap Growth Fund | PAGE 3 | TSR-AR-89833W451 |
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Annual Shareholder Report |
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Class Name
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Costs of a $10,000 investment
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Costs paid as a percentage of a $10,000 investment
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Institutional Class
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$
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Top Contributors
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↑
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Alphabet, Inc. - Class A
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↑
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Merck & Co., Inc.
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↑
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iShares U.S. Energy ETF
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↑
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TJX Cos., Inc.
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↑
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NextEra Energy, Inc.
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Top Detractors
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↓
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UnitedHealth Group, Inc.
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↓
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Accenture PLC - Class A
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↓
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Roper Technologies, Inc.
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↓
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Intuit, Inc.
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↓
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Copart, Inc.
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| Bright Rock Quality Large Cap Fund | PAGE 1 | TSR-AR-89833W436 |
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1 Year
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5 Year
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10 Year
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| * |
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Net Assets
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$
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Number of Holdings
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Net Advisory Fee
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$
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Portfolio Turnover
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Top 10 Issuers
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(%)
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Alphabet, Inc.
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Microsoft Corp.
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iShares U.S. Energy ETF
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Merck & Co., Inc.
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Mastercard, Inc.
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Chubb Ltd.
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TJX Cos., Inc.
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Apple, Inc.
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Thermo Fisher Scientific, Inc.
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Union Pacific Corp.
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| * | The Global Industry Classification Standard (“GICS®”) was developed by and/or is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services. |
| Bright Rock Quality Large Cap Fund | PAGE 2 | TSR-AR-89833W436 |
| (b) | Not applicable. |
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report. A copy of the registrant’s Code of Ethics is incorporated by reference to the Registrant’s Form N-CSR filed on May 9, 2011.
Item 3. Audit Committee Financial Expert.
The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Dr. Michael Akers and Lisa Zúñiga Ramírez are the “audit committee financial expert” and are considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. “Other services” provided by the principal accountant were Cohen & Company, Ltd (“Cohen & Co.”). The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
| FYE 2/28/2026 | FYE 2/29/2025 | |
| (a) Audit Fees | $32,000 | $32,000 |
| (b) Audit-Related Fees | $0 | $0 |
| (c) Tax Fees | $7,000 | $6,000 |
| (d) All Other Fees | $0 | $0 |
(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.
(e)(2) The percentage of fees billed by Cohen & Co. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
| FYE 2/28/2026 | FYE 2/29/2025 | |
| Audit-Related Fees | 0% | 0% |
| Tax Fees | 0% | 0% |
| All Other Fees | 0% | 0% |
(f) All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.
(g) The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.
| Non-Audit Related Fees | FYE 2/28/2026 | FYE 2/29/2025 |
| Registrant | $0 | $0 |
| Registrant’s Investment Adviser | $0 | $0 |
(h) The audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.
(i) Not applicable
(j) Not applicable
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Schedule of Investments is included as part of the report to shareholders filed under Item 7(a) of this Form.
(b) Not Applicable
Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.
| (a) |

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Shares |
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Value
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COMMON
STOCKS - 98.2% |
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Aerospace
& Defense - 2.3% |
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HEICO
Corp. |
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7,000 |
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$2,236,220
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Beverages
- 4.6% |
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Monster
Beverage Corp.(a) |
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53,000 |
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4,520,900
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Capital
Markets - 2.7% |
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FactSet
Research Systems, Inc. |
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6,000 |
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1,300,860
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Morningstar,
Inc. |
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7,500 |
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1,373,550
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2,674,410
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Commercial
Services & Supplies - 6.0% |
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Copart,
Inc.(a) |
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75,000 |
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2,856,750
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Rollins,
Inc. |
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50,250 |
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3,059,723
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5,916,473
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Communications
Equipment - 6.1% |
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Arista
Networks, Inc.(a) |
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45,000 |
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6,007,500
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Construction
Materials - 2.5% |
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Vulcan
Materials Co. |
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8,000 |
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2,480,000
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Consumer
Staples Distribution & Retail - 1.8% |
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Sysco
Corp. |
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20,000 |
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1,823,200
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Containers
& Packaging - 2.6% |
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AptarGroup,
Inc. |
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17,500 |
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2,514,925
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Electrical
Equipment - 4.2% |
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AMETEK,
Inc. |
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17,500 |
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4,186,350
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Electronic
Equipment, Instruments & Components - 6.4% |
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Amphenol
Corp. - Class A |
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43,000 |
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6,280,580
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Entertainment
- 2.5% |
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Live
Nation Entertainment, Inc.(a) |
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15,000 |
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2,432,100
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Financial
Services - 3.2% |
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Jack
Henry & Associates, Inc. |
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19,600 |
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3,184,216
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Food
Products - 4.8% |
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The
Hershey Co. |
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20,000 |
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4,725,600
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Health
Care Equipment & Supplies - 10.9% |
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Edwards
Lifesciences Corp.(a) |
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25,000 |
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2,161,750
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IDEXX
Laboratories, Inc.(a) |
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7,000 |
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4,597,110
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ResMed,
Inc. |
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15,500 |
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3,972,030
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10,730,890
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Hotels,
Restaurants & Leisure - 3.5% |
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Chipotle
Mexican Grill, Inc.(a) |
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30,000 |
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1,116,600
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Hilton
Worldwide Holdings, Inc. |
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7,500 |
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2,338,350
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3,454,950
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1 |
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Shares |
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Value
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COMMON
STOCKS - (Continued) |
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Household
Products - 1.3% |
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Clorox
Co. |
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10,400 |
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$1,322,464
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Insurance
- 1.7% |
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Arthur
J Gallagher & Co. |
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7,500 |
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1,711,500
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Interactive
Media & Services - 1.3% |
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Pinterest,
Inc. - Class A(a) |
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74,000 |
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1,267,620
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Life
Sciences Tools & Services - 1.3% |
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West
Pharmaceutical Services, Inc. |
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5,000 |
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1,271,700
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Machinery
- 2.9% |
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Lincoln
Electric Holdings, Inc. |
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10,000 |
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2,870,500
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Oil,
Gas & Consumable Fuels - 6.6% |
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Coterra
Energy, Inc. |
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50,000 |
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1,529,500
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DT
Midstream, Inc. |
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15,000 |
|
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2,082,600
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ONEOK,
Inc. |
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34,850 |
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2,884,534
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6,496,634
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Software
- 8.4% |
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Bentley
Systems, Inc. - Class B |
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50,000 |
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1,827,500
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Fair
Isaac Corp.(a) |
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1,600 |
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2,254,976
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PTC,
Inc.(a) |
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12,500 |
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1,957,375
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Tyler
Technologies, Inc.(a) |
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6,250 |
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2,216,812
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8,256,663
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Specialty
Retail - 5.9% |
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Ross
Stores, Inc. |
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8,000 |
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1,645,120
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Tractor
Supply Co. |
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80,000 |
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4,147,200
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5,792,320
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Trading
Companies & Distributors - 4.7% |
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Fastenal
Co. |
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101,600 |
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4,677,664
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TOTAL
COMMON STOCKS
(Cost
$43,977,911) |
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96,835,379
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SHORT-TERM
INVESTMENTS |
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MONEY
MARKET FUNDS - 1.8% |
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Morgan
Stanley Institutional Liquidity Funds - Institutional Class, 3.59%(b) |
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1,819,232 |
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1,819,232
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TOTAL
MONEY MARKET FUNDS
(Cost
$1,819,232) |
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1,819,232
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TOTAL
INVESTMENTS - 100.0%
(Cost
$45,797,143) |
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$98,654,611
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Liabilities
in Excess of Other Assets - (0.0)%(c) |
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(16,682)
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TOTAL
NET ASSETS - 100.0% |
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$98,637,929 | |
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2 |
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(a) |
Non-income producing
security. |
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(b) |
The rate shown represents
the 7-day annualized yield as of February 28, 2026. |
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(c) |
Represents less than
0.05% of net assets. |
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3 |
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Shares |
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Value
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COMMON
STOCKS - 94.1% |
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Banks
- 1.5% |
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JPMorgan
Chase & Co. |
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22,000 |
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$6,606,600
|
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Beverages
- 2.5% |
|
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PepsiCo,
Inc. |
|
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65,000 |
|
|
11,033,100
|
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Capital
Markets - 6.8% |
|
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Blackrock,
Inc. |
|
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10,500 |
|
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11,163,915
|
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Charles
Schwab Corp. |
|
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125,000 |
|
|
11,900,000
|
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Intercontinental
Exchange, Inc. |
|
|
25,000 |
|
|
4,103,250
|
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Morgan
Stanley |
|
|
16,000 |
|
|
2,664,160
|
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|
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29,831,325
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Chemicals
- 3.3% |
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Ecolab,
Inc. |
|
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18,000 |
|
|
5,550,300
|
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Linde
PLC |
|
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17,500 |
|
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8,891,400
|
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|
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14,441,700
| ||
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Commercial
Services & Supplies - 2.0% |
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Copart,
Inc.(a) |
|
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227,000 |
|
|
8,646,430
|
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Consumer
Staples Distribution & Retail - 2.0% |
|
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Walmart,
Inc. |
|
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69,000 |
|
|
8,828,550
|
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Diversified
Telecommunication Services - 2.0% |
|
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Verizon Communications,
Inc. |
|
|
170,000 |
|
|
8,523,800
|
|
Electric
Utilities - 2.4% |
|
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|
||
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NextEra
Energy, Inc. |
|
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110,000 |
|
|
10,314,700
|
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Energy
Equipment & Services - 1.5% |
|
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|
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SLB
Ltd. |
|
|
130,000 |
|
|
6,674,200
|
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Financial
Services - 5.6% |
|
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Mastercard,
Inc. - Class A |
|
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30,000 |
|
|
15,516,300
|
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Visa,
Inc. - Class A |
|
|
28,250 |
|
|
9,043,955
|
|
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|
|
|
24,560,255
| ||
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Food
Products - 1.8% |
|
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||
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McCormick
& Co., Inc. |
|
|
110,000 |
|
|
7,814,400
|
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Ground
Transportation - 3.2% |
|
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Union
Pacific Corp. |
|
|
53,500 |
|
|
14,176,430
|
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Health
Care Providers & Services - 1.5% |
|
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|
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||
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Elevance
Health, Inc. |
|
|
21,000 |
|
|
6,720,000
|
|
Health
Care Technology - 1.8% |
|
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|
||
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Veeva
Systems, Inc. - Class A(a) |
|
|
43,000 |
|
|
7,826,430
|
|
Hotels,
Restaurants & Leisure - 2.1% |
|
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Starbucks
Corp. |
|
|
95,000 |
|
|
9,311,900
|
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4 |
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Shares |
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Value
|
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COMMON
STOCKS - (Continued) |
|
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Household
Products - 1.3% |
|
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Colgate-Palmolive
Co. |
|
|
59,000 |
|
|
$5,849,260
|
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Industrial
Conglomerates - 2.9% |
|
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|
|
||
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Honeywell
International, Inc. |
|
|
52,500 |
|
|
12,788,475
|
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Insurance
- 3.5% |
|
|
|
|
||
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Chubb
Ltd. |
|
|
45,000 |
|
|
15,338,700
|
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Interactive
Media & Services - 8.7% |
|
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Alphabet,
Inc. - Class A |
|
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105,000 |
|
|
32,734,800
|
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Meta
Platforms, Inc. - Class A |
|
|
8,000 |
|
|
5,185,440
|
|
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|
|
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37,920,240
| ||
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IT
Services - 2.0% |
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||
|
Cognizant
Technology Solutions Corp. - Class A |
|
|
135,000 |
|
|
8,698,050
|
|
Life
Sciences Tools & Services - 3.3% |
|
|
|
|
||
|
Thermo
Fisher Scientific, Inc. |
|
|
27,500 |
|
|
14,330,525
|
|
Multi-Utilities
- 1.1% |
|
|
|
|
||
|
WEC
Energy Group, Inc. |
|
|
42,000 |
|
|
4,912,320
|
|
Oil,
Gas & Consumable Fuels - 2.4% |
|
|
|
|
||
|
EOG
Resources, Inc. |
|
|
35,000 |
|
|
4,342,800
|
|
Exxon
Mobil Corp. |
|
|
40,000 |
|
|
6,100,000
|
|
|
|
|
|
10,442,800
| ||
|
Pharmaceuticals
- 5.6% |
|
|
|
|
||
|
Merck
& Co., Inc. |
|
|
142,000 |
|
|
17,582,440
|
|
Zoetis,
Inc. |
|
|
54,000 |
|
|
7,079,400
|
|
|
|
|
|
24,661,840
| ||
|
Semiconductors
& Semiconductor Equipment - 6.1% |
|
|
|
|
||
|
NVIDIA
Corp. |
|
|
80,000 |
|
|
14,175,200
|
|
Texas
Instruments, Inc. |
|
|
59,000 |
|
|
12,514,490
|
|
|
|
|
|
26,689,690
| ||
|
Software
- 7.8% |
|
|
|
|
||
|
Intuit,
Inc. |
|
|
22,500 |
|
|
9,203,175
|
|
Microsoft
Corp. |
|
|
64,000 |
|
|
25,135,360
|
|
|
|
|
|
34,338,535
| ||
|
Specialty
Retail - 3.9% |
|
|
|
|
||
|
Home
Depot, Inc. |
|
|
5,000 |
|
|
1,903,600
|
|
TJX
Cos., Inc. |
|
|
92,500 |
|
|
14,953,550
|
|
|
|
|
|
16,857,150
| ||
|
Technology
Hardware, Storage & Peripherals - 3.4% |
|
|
|
|
||
|
Apple,
Inc. |
|
|
56,000 |
|
|
14,794,080
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Value
|
|
COMMON
STOCKS - (Continued) |
|
|
|
|
|
|
|
Textiles,
Apparel & Luxury Goods - 2.1% |
|
|
|
|
||
|
NIKE,
Inc. - Class B |
|
|
150,000 |
|
|
$9,327,000
|
|
TOTAL
COMMON STOCKS
(Cost
$254,192,170) |
|
|
|
|
412,258,485
| |
|
EXCHANGE
TRADED FUNDS - 5.2% |
|
|
|
|
||
|
iShares
U.S. Energy ETF |
|
|
300,000 |
|
|
17,718,000
|
|
State
Street Technology Select Sector SPDR ETF |
|
|
36,511 |
|
|
5,066,267
|
|
TOTAL
EXCHANGE TRADED FUNDS
(Cost
$9,937,339) |
|
|
|
|
22,784,267
| |
|
SHORT-TERM
INVESTMENTS |
|
|
|
|
||
|
MONEY
MARKET FUNDS - 2.2% |
|
|
|
|
||
|
Morgan
Stanley Institutional Liquidity Funds - Institutional Class, 3.59%(b) |
|
|
9,680,084 |
|
|
9,680,084
|
|
TOTAL
MONEY MARKET FUNDS
(Cost
$9,680,084) |
|
|
|
|
9,680,084
| |
|
TOTAL
INVESTMENTS - 101.5%
(Cost
$273,809,593) |
|
|
|
|
$444,722,836
| |
|
Liabilities
in Excess of Other Assets - (1.5)% |
|
|
|
|
(6,393,962)
| |
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
$438,328,874 | |
|
|
|
|
|
|
|
|
|
(a) |
Non-income producing
security. |
|
(b) |
The rate shown represents
the 7-day annualized yield as of February 28, 2026. |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bright
Rock
Mid
Cap
Growth
Fund |
|
|
Bright
Rock
Quality
Large
Cap
Fund |
|
ASSETS: |
|
|
|
|
||
|
Investments,
at value |
|
|
$98,654,611 |
|
|
$444,722,836
|
|
Dividends
receivable |
|
|
78,261 |
|
|
488,819
|
|
Receivable
for fund shares sold |
|
|
51,434 |
|
|
725,594
|
|
Prepaid
expenses and other assets |
|
|
5,134 |
|
|
6,160
|
|
Total
assets |
|
|
98,789,440 |
|
|
445,943,409
|
|
LIABILITIES: |
|
|
|
|
||
|
Payable
for investments purchased |
|
|
— |
|
|
7,107,396 |
|
Payable
for fund administration and accounting fees |
|
|
49,520 |
|
|
156,296
|
|
Payable
to Adviser |
|
|
31,989 |
|
|
143,508
|
|
Payable
for audit fees |
|
|
19,518 |
|
|
19,501
|
|
Payable
for transfer agent fees and expenses |
|
|
9,080 |
|
|
14,704
|
|
Payable
for capital shares redeemed |
|
|
6,457 |
|
|
126,500
|
|
Payable
for compliance fees |
|
|
4,167 |
|
|
4,165
|
|
Payable
for custodian fees |
|
|
1,574 |
|
|
7,126
|
|
Payable
for shareholder servicing fees |
|
|
1,267 |
|
|
12,061
|
|
Payable
for expenses and other liabilities |
|
|
27,939 |
|
|
23,278
|
|
Total
liabilities |
|
|
151,511 |
|
|
7,614,535
|
|
NET
ASSETS |
|
|
$
98,637,929 |
|
|
$438,328,874
|
|
Net
Assets Consists of: |
|
|
|
|
||
|
Paid-in
capital |
|
|
$45,370,852 |
|
|
$262,276,537
|
|
Total
distributable earnings |
|
|
53,267,077 |
|
|
176,052,337
|
|
Total
net assets |
|
|
$
98,637,929 |
|
|
$438,328,874
|
|
Institutional
Class |
|
|
|
|
||
|
Net
assets |
|
|
$98,637,929 |
|
|
$438,328,874
|
|
Shares
issued and outstanding(a) |
|
|
4,046,588 |
|
|
19,123,090
|
|
Net
asset value per share |
|
|
$24.38 |
|
|
$22.92
|
|
Cost: |
|
|
|
|
||
|
Investments,
at cost |
|
|
$45,797,143 |
|
|
$273,809,593 |
|
|
|
|
|
|
|
|
|
(a) |
Unlimited shares authorized,
$0.001 par value. |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bright
Rock
Mid
Cap
Growth
Fund |
|
|
Bright
Rock
Quality
Large
Cap
Fund |
|
INVESTMENT
INCOME: |
|
|
|
|
||
|
Dividend
income |
|
|
$
1,101,820 |
|
|
$6,774,713
|
|
Total
investment income |
|
|
1,101,820 |
|
|
6,774,713
|
|
EXPENSES:
|
|
|
|
|
||
|
Investment
advisory fee |
|
|
508,081 |
|
|
2,088,248
|
|
Fund
administration and accounting fees |
|
|
147,581 |
|
|
449,523
|
|
Trustees’
fees |
|
|
33,931 |
|
|
33,911
|
|
Transfer
agent fees |
|
|
32,531 |
|
|
187,573
|
|
Federal
and state registration fees |
|
|
23,564 |
|
|
27,322
|
|
Legal
fees |
|
|
19,460 |
|
|
32,962
|
|
Audit
fees |
|
|
17,515 |
|
|
17,505
|
|
Compliance
fees |
|
|
12,500 |
|
|
12,495
|
|
Custodian
fees |
|
|
9,347 |
|
|
41,045
|
|
Reports
to shareholders |
|
|
8,601 |
|
|
12,892
|
|
Interest
expense |
|
|
— |
|
|
381
|
|
Other
expenses and fees |
|
|
25,757 |
|
|
11,779
|
|
Total
expenses |
|
|
838,868 |
|
|
2,915,636
|
|
Net
investment income |
|
|
262,952 |
|
|
3,859,077
|
|
REALIZED
AND UNREALIZED GAIN (LOSS) |
|
|
|
|
||
|
Net
realized gain (loss) from investments |
|
|
1,132,661 |
|
|
20,918,077
|
|
Net
change in unrealized appreciation (depreciation) on investments |
|
|
3,528,924 |
|
|
12,576,149
|
|
Net
realized and unrealized gain (loss) |
|
|
4,661,585 |
|
|
33,494,226
|
|
NET
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$
4,924,537 |
|
|
$
37,353,303 |
|
|
|
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
Bright
Rock
Mid
Cap Growth Fund |
|
|
Bright
Rock
Quality
Large Cap Fund | ||||||
|
|
|
|
Year
Ended February 28, |
|
|
Year
Ended February 28, | ||||||
|
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025
|
|
OPERATIONS: |
|
|
|
|
|
|
|
|
||||
|
Net
investment income (loss) |
|
|
$262,952 |
|
|
$124,056 |
|
|
$3,859,077 |
|
|
$2,641,935
|
|
Net
realized gain (loss) |
|
|
1,132,661 |
|
|
9,393,466 |
|
|
20,918,077 |
|
|
31,916,017
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
3,528,924 |
|
|
(4,820,945
) |
|
|
12,576,149 |
|
|
5,461,290
|
|
Net
increase (decrease) in net assets from operations |
|
|
4,924,537 |
|
|
4,696,577 |
|
|
37,353,303 |
|
|
40,019,242
|
|
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
|
|
|
|
|
|
||||
|
From
earnings - Institutional Class |
|
|
(3,708,845
) |
|
|
(5,499,131
) |
|
|
(30,810,489
) |
|
|
(34,090,946
) |
|
Total
distributions to shareholders |
|
|
(3,708,845
) |
|
|
(5,499,131
) |
|
|
(30,810,489
) |
|
|
(34,090,946
) |
|
CAPITAL
TRANSACTIONS: |
|
|
|
|
|
|
|
|
||||
|
Shares
sold - Institutional Class |
|
|
9,660,187 |
|
|
7,843,696 |
|
|
43,341,732 |
|
|
37,065,809
|
|
Shares
issued from reinvestment of distributions - Institutional Class |
|
|
3,688,040 |
|
|
5,305,363 |
|
|
28,326,683 |
|
|
32,312,868
|
|
Shares
redeemed - Institutional Class |
|
|
(6,819,888
) |
|
|
(9,888,930
) |
|
|
(41,558,096
) |
|
|
(60,051,651
) |
|
Net
increase (decrease) in net assets from capital transactions |
|
|
6,528,339 |
|
|
3,260,129 |
|
|
30,110,319 |
|
|
9,327,026
|
|
Net
increase (decrease) in net assets |
|
|
7,744,031 |
|
|
2,457,575 |
|
|
36,653,133 |
|
|
15,255,322
|
|
NET
ASSETS: |
|
|
|
|
|
|
|
|
||||
|
Beginning
of the year |
|
|
90,893,898 |
|
|
88,436,323 |
|
|
401,675,741 |
|
|
386,420,419
|
|
End
of the year |
|
|
$
98,637,929 |
|
|
$
90,893,898 |
|
|
$
438,328,874 |
|
|
$
401,675,741 |
|
SHARES
TRANSACTIONS |
|
|
|
|
|
|
|
|
||||
|
Shares
sold - Institutional Class |
|
|
398,582 |
|
|
313,916 |
|
|
1,924,539 |
|
|
1,606,969
|
|
Shares
issued from reinvestment of distributions - Institutional Class |
|
|
155,811 |
|
|
206,434 |
|
|
1,261,485 |
|
|
1,422,469
|
|
Shares
redeemed - Institutional Class |
|
|
(279,965
) |
|
|
(395,763
) |
|
|
(1,842,480
) |
|
|
(2,602,694
) |
|
Total
increase (decrease) in shares outstanding |
|
|
274,428 |
|
|
124,587 |
|
|
1,343,544 |
|
|
426,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
Year
Ended February 28, |
|
|
Year
Ended
February 29,
2024 |
|
|
Year
Ended February 28, | ||||||
|
|
2026 |
|
|
2025 |
|
|
2023 |
|
|
2022
| |||||
|
PER
SHARE DATA: |
|
|
| ||||||||||||
|
Net
asset value, beginning of year |
|
|
$24.10 |
|
|
$24.25 |
|
|
$21.56 |
|
|
$23.35 |
|
|
$22.90
|
|
INVESTMENT
OPERATIONS: |
|
|
|
|
|
|
|
|
|
|
|||||
|
Net
investment income (loss)(a) |
|
|
0.07 |
|
|
0.03 |
|
|
0.03 |
|
|
(0.01) |
|
|
(0.07)
|
|
Net
realized and unrealized gain (loss) on investments(b) |
|
|
1.18 |
|
|
1.35 |
|
|
2.66 |
|
|
(0.59) |
|
|
2.65
|
|
Total
from investment operations |
|
|
1.25 |
|
|
1.38 |
|
|
2.69 |
|
|
(0.60) |
|
|
2.58
|
|
LESS
DISTRIBUTIONS FROM: |
|
|
|
|
|
|
|
|
|
|
|||||
|
Net
investment income |
|
|
(0.00)(c) |
|
|
(0.06) |
|
|
— |
|
|
— |
|
|
—
|
|
Net
realized gains |
|
|
(0.97) |
|
|
(1.47) |
|
|
— |
|
|
(1.19) |
|
|
(2.13)
|
|
Total
distributions |
|
|
(0.97) |
|
|
(1.53) |
|
|
— |
|
|
(1.19) |
|
|
(2.13)
|
|
Net
asset value, end of year |
|
|
$24.38 |
|
|
$24.10 |
|
|
$24.25 |
|
|
$21.56 |
|
|
$23.35
|
|
Total
return |
|
|
5.31% |
|
|
5.36% |
|
|
12.43% |
|
|
−2.29% |
|
|
10.52%
|
|
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
|
|
|
|
|
|
|
|||||
|
Net
assets, end of year (in thousands) |
|
|
$98,638 |
|
|
$90,894 |
|
|
$88,436 |
|
|
$94,877 |
|
|
$90,405
|
|
Ratio
of expenses to average net assets |
|
|
0.90% |
|
|
1.12% |
|
|
1.17% |
|
|
1.13% |
|
|
1.07%
|
|
Ratio
of net investment income (loss) to average net assets |
|
|
0.28% |
|
|
0.14% |
|
|
0.13% |
|
|
(0.04)% |
|
|
(0.28)%
|
|
Portfolio
turnover rate |
|
|
16% |
|
|
18% |
|
|
8% |
|
|
18% |
|
|
20% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Net investment income
per share has been calculated based on average shares outstanding during the years. |
|
(b) |
Realized and unrealized
gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the
years, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the years. |
|
(c) |
Amount represents
less than 0.005%. |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
Year
Ended February 28, |
|
|
Year
Ended
February 29,
2024 |
|
|
Year
Ended February 28, | ||||||
|
|
2026 |
|
|
2025 |
|
|
2023 |
|
|
2022
| |||||
|
PER
SHARE DATA: |
|
|
| ||||||||||||
|
Net
asset value, beginning of year |
|
|
$22.59 |
|
|
$22.27 |
|
|
$18.04 |
|
|
$21.08 |
|
|
$19.87
|
|
INVESTMENT
OPERATIONS: |
|
|
|
|
|
|
|
|
|
|
|||||
|
Net
investment income(a) |
|
|
0.21 |
|
|
0.15 |
|
|
0.15 |
|
|
0.16 |
|
|
0.20
|
|
Net
realized and unrealized gain (loss) on investments(b) |
|
|
1.86 |
|
|
2.22 |
|
|
4.68 |
|
|
(0.41) |
|
|
2.94
|
|
Total
from investment operations |
|
|
2.07 |
|
|
2.37 |
|
|
4.83 |
|
|
(0.25) |
|
|
3.14
|
|
LESS
DISTRIBUTIONS FROM: |
|
|
|
|
|
|
|
|
|
|
|||||
|
Net
investment income |
|
|
(0.20) |
|
|
(0.15) |
|
|
(0.14) |
|
|
(0.16) |
|
|
(0.23)
|
|
Net
realized gains |
|
|
(1.54) |
|
|
(1.90) |
|
|
(0.46) |
|
|
(2.63) |
|
|
(1.70)
|
|
Total
distributions |
|
|
(1.74) |
|
|
(2.05) |
|
|
(0.60) |
|
|
(2.79) |
|
|
(1.93)
|
|
Net
asset value, end of year |
|
|
$22.92 |
|
|
$22.59 |
|
|
$22.27 |
|
|
$18.04 |
|
|
$21.08
|
|
Total
return |
|
|
9.37% |
|
|
10.63% |
|
|
27.11% |
|
|
−1.01% |
|
|
15.35%
|
|
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
|
|
|
|
|
|
|
|||||
|
Net
assets, end of year (in thousands) |
|
|
$438,329 |
|
|
$401,676 |
|
|
$386,420 |
|
|
$307,065 |
|
|
$320,491
|
|
Ratio
of expenses to average net assets(c) |
|
|
0.71% |
|
|
0.85% |
|
|
0.87% |
|
|
0.88% |
|
|
0.83%
|
|
Ratio
of net investment income (loss) to average net assets(c) |
|
|
0.94% |
|
|
0.66% |
|
|
0.74% |
|
|
0.79% |
|
|
0.87%
|
|
Portfolio
turnover rate |
|
|
46% |
|
|
31% |
|
|
27% |
|
|
40% |
|
|
30% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Net investment income
per share has been calculated based on average shares outstanding during the years. |
|
(b) |
Realized and unrealized
gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the
years, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the years. |
|
(c) |
Ratios do not include
the income and expenses of the underlying funds in which the Fund invests. |
|
|
|
11 |
|
|
|
(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. |
|
|
|
12 |
|
|
|
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). |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total
|
|
Assets: |
|
|
|
|
|
|
|
|
||||
|
Common
Stocks |
|
|
$96,835,379 |
|
|
$— |
|
|
$— |
|
|
$96,835,379
|
|
Money
Market Funds |
|
|
1,819,232 |
|
|
— |
|
|
— |
|
|
1,819,232
|
|
Total
Assets |
|
|
$98,654,611 |
|
|
$— |
|
|
$— |
|
|
$98,654,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total
|
|
Assets: |
|
|
|
|
|
|
|
|
||||
|
Common
Stocks |
|
|
$412,258,485 |
|
|
$— |
|
|
$— |
|
|
$412,258,485
|
|
Exchange
Traded Funds |
|
|
22,784,267 |
|
|
— |
|
|
— |
|
|
22,784,267
|
|
Money
Market Funds |
|
|
9,680,084 |
|
|
— |
|
|
— |
|
|
9,680,084
|
|
Total
Assets |
|
|
$444,722,836 |
|
|
$— |
|
|
$— |
|
|
$444,722,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
|
|
|
13 |
|
|
|
(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. |
|
(h) |
Segment Reporting.
Management has evaluated the impact of adopting Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures with respect to the financial statements and disclosures and determined there is no material
impact for the Funds. Each Fund operates as a single segment entity. Each Fund’s income, expenses, assets, and performance are regularly
monitored and assessed by the Director of Research of the Adviser, who serves as the chief operating decision maker, using the information
presented in the financial statements and financial highlights. |
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary
Income |
|
|
Long-Term
Capital
Gain |
|
Mid
Cap Growth Fund |
|
|
|
|
||
|
Year
ended February 28, 2026 |
|
|
$
18,391 |
|
|
$3,690,454
|
|
Year
ended February 28, 2025 |
|
|
$219,066 |
|
|
$5,280,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary
Income |
|
|
Long-Term
Capital
Gain |
|
Quality
Large Cap Fund |
|
|
|
|
||
|
Year
ended February 28, 2026 |
|
|
$3,857,840
|
|
|
$26,952,649
|
|
Year
ended February 28, 2025 |
|
|
$3,437,479
|
|
|
$30,653,467 |
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid
Cap
Growth
Fund |
|
|
Quality
Large
Cap
Fund |
|
Cost
basis of investments for federal income tax purposes |
|
|
$45,797,143
|
|
|
$273,809,593
|
|
Gross
tax unrealized appreciation |
|
|
54,739,595 |
|
|
173,330,152 |
|
Gross
tax unrealized depreciation |
|
|
(1,882,127) |
|
|
(2,416,909) |
|
Net
tax unrealized appreciation |
|
|
52,857,468 |
|
|
170,913,243 |
|
Undistributed
ordinary income |
|
|
262,952 |
|
|
607,411 |
|
Undistributed
long-term capital gain |
|
|
146,657 |
|
|
4,531,682 |
|
Total
accumulated earnings |
|
|
409,609 |
|
|
5,139,093 |
|
Other
accumulated loss |
|
|
— |
|
|
1 |
|
Total
distributable earnings |
|
|
$53,267,077
|
|
|
$176,052,337 |
|
|
|
|
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid
Cap
Growth
Fund |
|
|
Quality
Large
Cap
Fund |
|
Purchases |
|
|
$17,099,442 |
|
|
$187,743,207
|
|
Sales |
|
|
$14,434,985 |
|
|
$186,615,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Days
Utilized |
|
|
Average
Amount
of
Borrowing |
|
|
Average
Borrowing
Rate |
|
|
Interest
Expense* |
|
|
Maximum
Amount
of
Borrowing |
|
|
Date
of
Maximum
Borrowing
|
|
Quality
Large Cap Fund |
|
|
3 |
|
|
$609,000 |
|
|
7.50% |
|
|
$381 |
|
|
$609,000 |
|
|
6/27/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
|
|
|
17 |
|
|

|
|
|
18 |
|
|
|
|
|
|
|
|
Quality
Large Cap Fund |
|
|
100.00%
|
|
Mid
Cap Growth Fund |
|
|
100.00% |
|
|
|
|
|
|
|
|
|
|
|
Quality
Large Cap Fund |
|
|
100.00%
|
|
Mid
Cap Growth Fund |
|
|
100.00% |
|
|
|
|
|
|
|
|
|
|
|
Quality
Large Cap Fund |
|
|
6.43%
|
|
Mid
Cap Growth Fund |
|
|
0.00% |
|
|
|
|
|
|
|
|
19 |
|
|
| (b) | Financial Highlights are included within the financial statements filed under Item 7(a) of this Form. |
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period covered by this report.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
This information is included within the financial statements filed under Item 7(a) of this Form.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable as the investment advisory contract was not approved during the past six month period.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. 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 16. Controls and Procedures.
| (a) | The Registrant’s Principal Executive Officer and Principal Financial Officer 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 have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable
Item 19. Exhibits.
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed. Not applicable.
(4) 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.
(5) Change in the registrant’s independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable.
| (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/ Jennifer Lima | ||
| Jennifer Lima, Principal Executive Officer |
| Date | 4/28/2026 |
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/ Jennifer Lima | ||
| Jennifer Lima, Principal Executive Officer |
| Date | 4/28/2026 |
| By (Signature and Title)* | /s/ Kelly Strauss | ||
| Kelly Strauss, Principal Financial Officer |
| Date | 4/28/2026 |
* Print the name and title of each signing officer under his or her signature.