

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, 2027
Date of reporting period:
Item 1. Reports to Stockholders.
| (a) |
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Semi-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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| * | Annualized |
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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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Arista Networks, Inc.
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%
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Amphenol Corp.
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%
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Fastenal Co.
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%
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Monster Beverage Corp.
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%
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Morgan Stanley Institutional Liquidity Funds
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%
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AMETEK, Inc.
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%
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IDEXX Laboratories, Inc.
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%
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ResMed, Inc.
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%
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The Hershey Co.
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%
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ONEOK, Inc.
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%
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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 Fund | PAGE 1 | TSR-SAR-89833W451 |
| Bright Rock Mid Cap Fund | PAGE 2 | TSR-SAR-89833W451 |
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Semi-Annual Shareholder Report |
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Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
|
Institutional Class
|
$
|
|
| * | Annualized |
|
Net Assets
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$
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|
Number of Holdings
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Net Advisory Fee
|
$
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Portfolio Turnover
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|
|
Top 10 Issuers
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(%)
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Microsoft Corp.
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%
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Alphabet, Inc.
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%
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Veeva Systems, Inc.
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%
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NVIDIA Corp.
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%
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Mastercard, Inc.
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%
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Merck & Co., Inc.
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%
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Apple, Inc.
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%
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Thermo Fisher Scientific, Inc.
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%
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Intuit, Inc.
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%
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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 Large Cap Fund | PAGE 1 | TSR-SAR-89833W436 |
| Bright Rock Large Cap Fund | PAGE 2 | TSR-SAR-89833W436 |
| (b) | Not applicable. |
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semi-annual reports.
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 Management Investment Companies.
| (a) |

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Shares |
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Value
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COMMON
STOCKS - 95.6% |
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Aerospace
& Defense - 2.3% |
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HEICO
Corp. |
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7,000 |
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$2,318,050
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Beverages
- 4.8% |
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Monster
Beverage Corp.(a) |
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106,000 |
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4,867,520
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Capital
Markets - 3.5% |
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FactSet
Research Systems, Inc. |
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6,000 |
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1,881,300
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Morningstar,
Inc. |
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7,500 |
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1,642,050
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3,523,350
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Commercial
Services & Supplies - 4.2% |
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Copart,
Inc.(a) |
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75,000 |
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2,474,250
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Rollins,
Inc. |
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50,250 |
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1,812,518
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4,286,768
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Communications
Equipment - 8.6% |
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Arista
Networks, Inc.(a) |
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45,000 |
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8,806,050
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Construction
Materials - 2.1% |
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Vulcan
Materials Co. |
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8,000 |
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2,156,640
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Consumer
Staples Distribution & Retail - 1.6% |
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Sysco
Corp. |
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20,000 |
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1,621,600
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Containers
& Packaging - 2.3% |
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AptarGroup,
Inc. |
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17,500 |
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2,303,350
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Electrical
Equipment - 4.0% |
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AMETEK,
Inc. |
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17,500 |
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4,115,475
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Electronic
Equipment, Instruments & Components - 6.7% |
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Amphenol
Corp. - Class A |
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43,000 |
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6,817,650
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Entertainment
- 2.6% |
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Live
Nation Entertainment, Inc.(a) |
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15,000 |
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2,698,350
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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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3,291,036
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Food
Products - 3.5% |
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The
Hershey Co. |
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20,000 |
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3,524,200
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Health
Care Equipment & Supplies - 9.7% |
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Edwards
Lifesciences Corp.(a) |
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25,000 |
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2,268,750
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IDEXX
Laboratories, Inc.(a) |
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7,000 |
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3,896,830
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ResMed,
Inc. |
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15,500 |
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3,721,550
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9,887,130
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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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Hotels,
Restaurants & Leisure - 3.4% |
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Chipotle
Mexican Grill, Inc.(a) |
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30,000 |
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$1,140,900
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Hilton
Worldwide Holdings, Inc. |
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7,500 |
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2,372,100
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3,513,000
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Household
Products - 1.0% |
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Clorox
Co. |
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10,400 |
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1,015,872
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Insurance
- 1.9% |
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Arthur
J. Gallagher & Co. |
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7,500 |
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1,966,125
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Interactive
Media & Services - 1.6% |
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Pinterest,
Inc. - Class A(a) |
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74,000 |
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1,606,540
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Life
Sciences Tools & Services - 1.7% |
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West
Pharmaceutical Services, Inc. |
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5,000 |
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1,705,550
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Machinery
- 2.8% |
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Lincoln
Electric Holdings, Inc. |
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10,000 |
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2,812,300
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Oil,
Gas & Consumable Fuels - 6.9% |
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Devon
Energy Corp. |
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35,000 |
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1,697,850
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DT
Midstream, Inc. |
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15,000 |
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1,965,300
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ONEOK,
Inc. |
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34,850 |
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3,345,948
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7,009,098
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Software
- 7.8% |
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Bentley
Systems, Inc. - Class B |
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50,000 |
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1,837,500
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Fair
Isaac Corp.(a) |
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1,600 |
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1,835,536
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PTC,
Inc.(a) |
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12,500 |
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1,946,750
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Tyler
Technologies, Inc.(a) |
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6,250 |
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2,326,375
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7,946,161
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Specialty
Retail - 4.5% |
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Ross
Stores, Inc. |
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8,000 |
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1,828,320
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Tractor
Supply Co. |
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80,000 |
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2,792,000
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4,620,320
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Trading
Companies & Distributors - 4.9% |
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Fastenal
Co. |
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101,600 |
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5,009,896
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TOTAL
COMMON STOCKS
(Cost
$43,994,423) |
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97,422,031
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2 |
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Shares |
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Value
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SHORT-TERM
INVESTMENTS |
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MONEY
MARKET FUNDS - 4.4% |
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Morgan
Stanley Institutional Liquidity Funds - Institutional Class, 3.58%(b) |
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4,517,205 |
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$4,517,205
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TOTAL
MONEY MARKET FUNDS
(Cost
$4,517,205) |
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4,517,205
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TOTAL
INVESTMENTS - 100.0%
(Cost
$48,511,628) |
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$101,939,236
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Other
Assets in Excess of Liabilities - 0.0%(c) |
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24,318
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TOTAL
NET ASSETS - 100.0% |
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$101,963,554 | |
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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 August 31, 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 - 98.1% |
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Aerospace
& Defense - 1.9% |
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Honeywell
Aerospace, Inc.(a) |
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56,250 |
|
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$8,893,688
|
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Banks
- 1.7% |
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JPMorgan
Chase & Co. |
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22,000 |
|
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7,832,440
|
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Beverages
- 1.9% |
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PepsiCo,
Inc. |
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65,000 |
|
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9,122,100
|
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Broadline
Retail - 3.3% |
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Amazon.com,
Inc.(a) |
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59,000 |
|
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15,326,430
|
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Capital
Markets - 10.9% |
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BlackRock,
Inc. |
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10,500 |
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12,133,905
|
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Charles
Schwab Corp. |
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125,000 |
|
|
13,727,500
|
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Intercontinental
Exchange, Inc. |
|
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55,500 |
|
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8,918,850
|
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Morgan
Stanley |
|
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31,000 |
|
|
6,612,920
|
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S&P
Global, Inc. |
|
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22,500 |
|
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9,806,400
|
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51,199,575
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Chemicals
- 2.9% |
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Ecolab,
Inc. |
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18,000 |
|
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5,097,600
|
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Linde
PLC |
|
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17,500 |
|
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8,567,650
|
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13,665,250
| ||
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Commercial
Services & Supplies - 2.2% |
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Copart,
Inc.(a) |
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307,000 |
|
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10,127,930
|
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Communications
Equipment - 1.4% |
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Cisco
Systems, Inc. |
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60,000 |
|
|
6,629,400
|
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Consumer
Staples Distribution & Retail - 1.5% |
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Walmart,
Inc. |
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69,000 |
|
|
7,236,030
|
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Diversified
Telecommunication Services - 1.8% |
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Verizon
Communications, Inc. |
|
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170,000 |
|
|
8,503,400
|
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Electric
Utilities - 1.9% |
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NextEra
Energy, Inc. |
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110,000 |
|
|
9,057,400
|
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Energy
Equipment & Services - 1.7% |
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SLB
Ltd. |
|
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130,000 |
|
|
7,813,000
|
|
Entertainment
- 1.7% |
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Netflix,
Inc.(a) |
|
|
100,000 |
|
|
8,105,000
|
|
Financial
Services - 7.5% |
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Mastercard,
Inc. - Class A |
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37,500 |
|
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22,099,125
|
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Visa,
Inc. - Class A |
|
|
34,750 |
|
|
13,183,107
|
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35,282,232
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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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Ground
Transportation - 3.4% |
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Union
Pacific Corp. |
|
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53,500 |
|
|
$16,085,845
|
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Health
Care Providers & Services - 1.8% |
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Elevance
Health, Inc. |
|
|
21,000 |
|
|
8,243,340
|
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Health
Care Technology - 5.2% |
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Veeva
Systems, Inc. - Class A(a) |
|
|
86,000 |
|
|
24,569,340
|
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Household
Products - 1.1% |
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Colgate-Palmolive
Co. |
|
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59,000 |
|
|
5,299,380
|
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Interactive
Media & Services - 5.6% |
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Alphabet,
Inc. - Class A |
|
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78,000 |
|
|
26,469,300
|
|
Life
Sciences Tools & Services - 3.6% |
|
|
|
|
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Thermo
Fisher Scientific, Inc. |
|
|
27,500 |
|
|
16,970,250
|
|
Multi-Utilities
- 1.0% |
|
|
|
|
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WEC
Energy Group, Inc. |
|
|
42,000 |
|
|
4,459,140
|
|
Oil,
Gas & Consumable Fuels - 2.5% |
|
|
|
|
||
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EOG
Resources, Inc. |
|
|
35,000 |
|
|
5,073,600
|
|
ExxonMobil
Holdings Corp. |
|
|
40,000 |
|
|
6,438,000
|
|
|
|
|
|
11,511,600
| ||
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Pharmaceuticals
- 5.4% |
|
|
|
|
||
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Merck
& Co., Inc. |
|
|
142,000 |
|
|
20,981,920
|
|
Zoetis,
Inc. |
|
|
54,000 |
|
|
4,163,400
|
|
|
|
|
|
25,145,320
| ||
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Semiconductors
& Semiconductor Equipment - 7.3% |
|
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NVIDIA
Corp. |
|
|
110,000 |
|
|
24,285,800
|
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Texas
Instruments, Inc. |
|
|
39,000 |
|
|
10,175,490
|
|
|
|
|
|
34,461,290
| ||
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Software
- 11.4% |
|
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|
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Intuit,
Inc. |
|
|
45,000 |
|
|
16,168,500
|
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Microsoft
Corp. |
|
|
74,000 |
|
|
37,539,460
|
|
|
|
|
|
53,707,960
| ||
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Specialty
Retail - 2.0% |
|
|
|
|
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TJX
Cos., Inc. |
|
|
70,000 |
|
|
9,373,700
|
|
Technology
Hardware, Storage & Peripherals - 3.8% |
|
|
|
|
||
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Apple,
Inc. |
|
|
56,000 |
|
|
17,743,600
|
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Textiles,
Apparel & Luxury Goods - 1.7% |
|
|
|
|
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NIKE,
Inc. - Class B |
|
|
199,000 |
|
|
7,772,940
|
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TOTAL
COMMON STOCKS
(Cost
$294,671,704) |
|
|
|
|
460,606,880
| |
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5 |
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Shares |
|
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Value
|
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EXCHANGE
TRADED FUNDS - 1.4% |
|
|
|
|
||
|
iShares
U.S. Energy ETF |
|
|
100,000 |
|
|
$6,759,000
|
|
TOTAL
EXCHANGE TRADED FUNDS
(Cost
$1,644,990) |
|
|
|
|
6,759,000
| |
|
SHORT-TERM
INVESTMENTS |
|
|
|
|
||
|
MONEY
MARKET FUNDS - 0.5% |
|
|
|
|
||
|
Morgan
Stanley Institutional Liquidity Funds - Institutional Class, 3.58%(b) |
|
|
2,200,150 |
|
|
2,200,150
|
|
TOTAL
MONEY MARKET FUNDS
(Cost
$2,200,150) |
|
|
|
|
2,200,150
| |
|
TOTAL
INVESTMENTS - 100.0%
(Cost
$298,516,844) |
|
|
|
|
$469,566,030
| |
|
Liabilities
in Excess of Other Assets - (0.0)%(c) |
|
|
|
|
(125,214)
| |
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
$469,440,816 | |
|
|
|
|
|
|
|
|
|
(a) |
Non-income producing
security. |
|
(b) |
The rate shown represents
the 7-day annualized yield as of August 31, 2026. |
|
(c) |
Represents less than
0.05% of net assets. |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bright
Rock
Mid
Cap
Fund |
|
|
Bright
Rock
Large
Cap
Fund
|
|
ASSETS: |
|
|
|
|
||
|
Investments,
at value |
|
|
$101,939,236 |
|
|
$469,566,030
|
|
Dividends
receivable |
|
|
93,542 |
|
|
422,957
|
|
Receivable
for fund shares sold |
|
|
44,025 |
|
|
63,759
|
|
Prepaid
expenses and other assets |
|
|
15,274 |
|
|
16,636
|
|
Total
assets |
|
|
102,092,077 |
|
|
470,069,382
|
|
LIABILITIES: |
|
|
|
|
||
|
Payable
for fund shares redeemed |
|
|
29,847 |
|
|
325,125
|
|
Payable
to Adviser |
|
|
37,631 |
|
|
170,691
|
|
Payable
for fund administration and accounting fees |
|
|
24,094 |
|
|
82,476
|
|
Payable
for audit fees |
|
|
10,049 |
|
|
10,036
|
|
Payable
for transfer agent fees and expenses |
|
|
5,926 |
|
|
19,843
|
|
Payable
for custodian fees |
|
|
1,643 |
|
|
7,035
|
|
Payable
for compliance fees |
|
|
2,090 |
|
|
2,091
|
|
Payable
for expenses and other liabilities |
|
|
17,243 |
|
|
11,269
|
|
Total
liabilities |
|
|
128,523 |
|
|
628,566
|
|
NET
ASSETS |
|
|
$101,963,554 |
|
|
$
469,440,816 |
|
Net
Assets Consist of: |
|
|
|
|
||
|
Paid-in
capital |
|
|
$47,924,471 |
|
|
$263,504,707
|
|
Total
distributable earnings |
|
|
54,039,083 |
|
|
205,936,109
|
|
Total
net assets |
|
|
$101,963,554 |
|
|
$
469,440,816 |
|
Institutional
Class |
|
|
|
|
||
|
Net
assets |
|
|
$101,963,554 |
|
|
$469,440,816
|
|
Shares
issued and outstanding (unlimited shares authorized, $0.001 par value) |
|
|
4,159,593 |
|
|
19,198,150
|
|
Net
asset value per share |
|
|
$24.51 |
|
|
$24.45
|
|
Cost: |
|
|
|
|
||
|
Investments,
at cost |
|
|
$48,511,628 |
|
|
$298,516,844 |
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bright
Rock
Mid
Cap
Fund |
|
|
Bright
Rock
Large
Cap
Fund
|
|
INVESTMENT
INCOME: |
|
|
|
|
||
|
Dividend
income |
|
|
$596,386 |
|
|
$3,351,068
|
|
Total
investment income |
|
|
596,386 |
|
|
3,351,068
|
|
EXPENSES: |
|
|
|
|
||
|
Investment
advisory fee |
|
|
218,160 |
|
|
999,297
|
|
Fund
administration and accounting fees |
|
|
76,861 |
|
|
244,009
|
|
Transfer
agent fees |
|
|
20,151 |
|
|
91,595
|
|
Trustees’
fees |
|
|
17,680
|
|
|
15,279
|
|
Federal
and state registration fees |
|
|
11,881
|
|
|
13,863
|
|
Audit
fees |
|
|
10,031
|
|
|
10,035
|
|
Legal
fees |
|
|
9,277 |
|
|
15,329
|
|
Compliance
fees |
|
|
6,256 |
|
|
6,260
|
|
Reports
to shareholders |
|
|
5,940 |
|
|
6,177
|
|
Custodian
fees |
|
|
4,875
|
|
|
21,924
|
|
Other
expenses and fees |
|
|
16,438 |
|
|
5,995
|
|
Total
expenses |
|
|
397,550 |
|
|
1,429,763
|
|
Net
investment income |
|
|
198,836 |
|
|
1,921,305
|
|
REALIZED
AND UNREALIZED GAIN (LOSS) |
|
|
|
|
||
|
Net
realized gain (loss) from: |
|
|
|
|
||
|
Investments |
|
|
3,030 |
|
|
29,762,593
|
|
Net
realized gain (loss) |
|
|
3,030 |
|
|
29,762,593
|
|
Net
change in unrealized appreciation (depreciation) on: |
|
|
|
|
||
|
Investments |
|
|
570,140 |
|
|
135,943
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
570,140 |
|
|
135,943
|
|
Net
realized and unrealized gain (loss) |
|
|
573,170 |
|
|
29,898,536
|
|
NET
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$772,006 |
|
|
$
31,819,841 |
|
|
|
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
Bright
Rock Mid Cap Fund |
|
|
Bright
Rock Large Cap Fund | ||||||
|
|
|
|
Period
Ended
August 31,
2026
(Unaudited) |
|
|
Year
Ended
February 28,
2026 |
|
|
Period
Ended
August 31,
2026
(Unaudited) |
|
|
Year
Ended
February 28,
2026
|
|
OPERATIONS: |
|
|
|
|
|
|
|
|
||||
|
Net
investment income (loss) |
|
|
$198,836 |
|
|
$262,952 |
|
|
$1,921,305 |
|
|
$3,859,077
|
|
Net
realized gain (loss) |
|
|
3,030 |
|
|
1,132,661 |
|
|
29,762,593 |
|
|
20,918,077
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
570,140 |
|
|
3,528,924 |
|
|
135,943 |
|
|
12,576,149
|
|
Net
increase (decrease) in net assets from operations |
|
|
772,006 |
|
|
4,924,537 |
|
|
31,819,841 |
|
|
37,353,303
|
|
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
|
|
|
|
|
|
||||
|
From
earnings - Institutional Class |
|
|
— |
|
|
(3,708,845) |
|
|
(1,936,069) |
|
|
(30,810,489)
|
|
Total
distributions to shareholders |
|
|
— |
|
|
(3,708,845) |
|
|
(1,936,069) |
|
|
(30,810,489)
|
|
CAPITAL
TRANSACTIONS: |
|
|
|
|
|
|
|
|
||||
|
Shares
sold - Institutional Class |
|
|
6,865,881 |
|
|
9,660,187 |
|
|
29,674,826 |
|
|
43,341,732
|
|
Shares
issued from reinvestment of distributions - Institutional Class |
|
|
— |
|
|
3,688,040 |
|
|
653,430 |
|
|
28,326,683
|
|
Shares
redeemed - Institutional Class |
|
|
(4,312,262) |
|
|
(6,819,888) |
|
|
(29,100,086) |
|
|
(41,558,096)
|
|
Net
increase (decrease) in net assets from capital transactions |
|
|
2,553,619 |
|
|
6,528,339 |
|
|
1,228,170 |
|
|
30,110,319
|
|
Net
increase (decrease) in net assets |
|
|
3,325,625 |
|
|
7,744,031 |
|
|
31,111,942 |
|
|
36,653,133
|
|
NET
ASSETS: |
|
|
|
|
|
|
|
|
||||
|
Beginning
of the period |
|
|
98,637,929 |
|
|
90,893,898 |
|
|
438,328,874 |
|
|
401,675,741
|
|
End
of the period |
|
|
$101,963,554 |
|
|
$98,637,929 |
|
|
$
469,440,816 |
|
|
$438,328,874
|
|
SHARES
TRANSACTIONS |
|
|
|
|
|
|
|
|
||||
|
Shares
sold - Institutional Class |
|
|
297,372 |
|
|
398,582 |
|
|
1,321,618 |
|
|
1,924,539
|
|
Shares
issued from reinvestment of distributions - Institutional Class |
|
|
— |
|
|
155,811 |
|
|
29,324 |
|
|
1,261,485
|
|
Shares
redeemed - Institutional Class |
|
|
(184,367) |
|
|
(279,965) |
|
|
(1,275,882) |
|
|
(1,842,480)
|
|
Total
increase (decrease) in shares outstanding |
|
|
113,005 |
|
|
274,428 |
|
|
75,060 |
|
|
1,343,544 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
Period
Ended
August 31,
2026
(Unaudited) |
|
|
Year
Ended February 28, |
|
|
Year
Ended
February 29,
|
|
|
Year
Ended February 28, | ||||||
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2022
| |||||
|
PER
SHARE DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net
asset value, beginning of period |
|
|
$24.38 |
|
|
$24.10 |
|
|
$24.25 |
|
|
$21.56 |
|
|
$23.35 |
|
|
$22.90
|
|
INVESTMENT
OPERATIONS: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net
investment income (loss)(a) |
|
|
0.05 |
|
|
0.07 |
|
|
0.03 |
|
|
0.03 |
|
|
(0.01) |
|
|
(0.07)
|
|
Net
realized and unrealized gain (loss) on investments(b) |
|
|
0.08 |
|
|
1.18 |
|
|
1.35 |
|
|
2.66 |
|
|
(0.59) |
|
|
2.65
|
|
Total
from investment operations |
|
|
0.13 |
|
|
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 period |
|
|
$24.51 |
|
|
$24.38 |
|
|
$24.10 |
|
|
$24.25 |
|
|
$21.56 |
|
|
$23.35
|
|
Total
return(d) |
|
|
0.53% |
|
|
5.31% |
|
|
5.36% |
|
|
12.43% |
|
|
−2.29% |
|
|
10.52%
|
|
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net
assets, end of period (in thousands) |
|
|
$101,964 |
|
|
$98,638 |
|
|
$90,894 |
|
|
$88,436 |
|
|
$94,877 |
|
|
$90,405
|
|
Ratio
of expenses to average net assets(e) |
|
|
0.82% |
|
|
0.90% |
|
|
1.12% |
|
|
1.17% |
|
|
1.13% |
|
|
1.07%
|
|
Ratio
of net investment income (loss) to average net assets(e) |
|
|
0.41% |
|
|
0.28% |
|
|
0.14% |
|
|
0.13% |
|
|
(0.04)% |
|
|
(0.28)%
|
|
Portfolio
turnover rate(d) |
|
|
0% |
|
|
16% |
|
|
18% |
|
|
8% |
|
|
18% |
|
|
20% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Net investment income
per share has been calculated based on average shares outstanding during the periods. |
|
(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
periods and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the periods. |
|
(c) |
Amount represents
less than $0.005 per share. |
|
(d) |
Not annualized for
periods less than one year. |
|
(e) |
Annualized for periods
less than one year. |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
Period
Ended
August 31,
2026
(Unaudited) |
|
|
Year
Ended February 28, |
|
|
Year
Ended
February 29,
|
|
|
Year
Ended February 28, | ||||||
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2022
| |||||
|
PER
SHARE DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net
asset value, beginning of period |
|
|
$22.92 |
|
|
$22.59 |
|
|
$22.27 |
|
|
$18.04 |
|
|
$21.08 |
|
|
$19.87
|
|
INVESTMENT
OPERATIONS: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net
investment income(a) |
|
|
0.10 |
|
|
0.21 |
|
|
0.15 |
|
|
0.15 |
|
|
0.16 |
|
|
0.20
|
|
Net
realized and unrealized gain (loss) on investments(b) |
|
|
1.53 |
|
|
1.86 |
|
|
2.22 |
|
|
4.68 |
|
|
(0.41) |
|
|
2.94
|
|
Total
from investment operations |
|
|
1.63 |
|
|
2.07 |
|
|
2.37 |
|
|
4.83 |
|
|
(0.25) |
|
|
3.14
|
|
LESS
DISTRIBUTIONS FROM: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net
investment income |
|
|
(0.10) |
|
|
(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 |
|
|
(0.10) |
|
|
(1.74) |
|
|
(2.05) |
|
|
(0.60) |
|
|
(2.79) |
|
|
(1.93)
|
|
Net
asset value, end of period |
|
|
$24.45 |
|
|
$22.92 |
|
|
$22.59 |
|
|
$22.27 |
|
|
$18.04 |
|
|
$21.08
|
|
Total
return(c) |
|
|
7.16% |
|
|
9.37% |
|
|
10.63% |
|
|
27.11% |
|
|
−1.01% |
|
|
15.35%
|
|
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net
assets, end of period (in thousands) |
|
|
$469,441 |
|
|
$438,329 |
|
|
$401,676 |
|
|
$386,420 |
|
|
$307,065 |
|
|
$320,491
|
|
Ratio
of expenses to average net assets(d)(e) |
|
|
0.64% |
|
|
0.71% |
|
|
0.85% |
|
|
0.87% |
|
|
0.88% |
|
|
0.83%
|
|
Ratio
of net investment income (loss) to average net assets(d)(e) |
|
|
0.87% |
|
|
0.94% |
|
|
0.66% |
|
|
0.74% |
|
|
0.79% |
|
|
0.87%
|
|
Portfolio
turnover rate(c) |
|
|
26% |
|
|
46% |
|
|
31% |
|
|
27% |
|
|
40% |
|
|
30% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Net investment income
per share has been calculated based on average shares outstanding during the periods. |
|
(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
periods and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the periods. |
|
(c) |
Not annualized for
periods less than one year. |
|
(d) |
Annualized for periods
less than one year. |
|
(e) |
Ratios do not include
the expenses of the underlying investment companies 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 |
|
|
$97,422,031 |
|
|
$— |
|
|
$— |
|
|
$97,422,031
|
|
Money
Market Funds |
|
|
4,517,205 |
|
|
— |
|
|
— |
|
|
4,517,205
|
|
Total
Assets |
|
|
$
101,939,236 |
|
|
$— |
|
|
$— |
|
|
$101,939,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total
|
|
Assets: |
|
|
|
|
|
|
|
|
||||
|
Common
Stocks |
|
|
$460,606,880 |
|
|
$— |
|
|
$— |
|
|
$460,606,880
|
|
Exchange
Traded Funds |
|
|
6,759,000 |
|
|
— |
|
|
— |
|
|
6,759,000
|
|
Money
Market Funds |
|
|
2,200,150 |
|
|
— |
|
|
— |
|
|
2,200,150
|
|
Total
Assets |
|
|
$469,566,030 |
|
|
$— |
|
|
$— |
|
|
$469,566,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
Federal Income
Taxes. Each Fund complies with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, 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 Fund will make distributions of net investment income and net capital gain, if any, at least annually.
The 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 |
|
|
|
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.
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. |
|
(3) |
FEDERAL TAX MATTERS |
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary
Income |
|
|
Long-Term
Capital
Gain |
|
Mid
Cap 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 |
|
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 Fund |
|
|
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 Fund |
|
|
Large
Cap Fund |
|
Purchases |
|
|
$ 0 |
|
|
$114,478,647
|
|
Sales |
|
|
$0 |
|
|
$112,054,062 |
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
|
|
|
17 |
|
|
|
|
|
18 |
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
Large
Cap Fund |
|
|
100.00%
|
|
Mid
Cap Fund |
|
|
100.00% |
|
|
|
|
|
|
|
|
|
|
|
Large
Cap Fund |
|
|
100.00%
|
|
Mid
Cap Fund |
|
|
100.00% |
|
|
|
|
|
|
|
|
|
|
|
Large
Cap Fund |
|
|
6.43%
|
|
Mid
Cap Fund |
|
|
0.00% |
|
|
|
|
|
|
|
|
20 |
|
|
| (b) | Financial Highlights are included within the financial statements filed under Item 7(a) of this Form. |
Item 8. Changes in Disagreements with Accountants for Open-End Management 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 Management 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 Management 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.
This information is included within the financial statements filed under Item 7(a) of this Form.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies
Not applicable to open-end management investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end management 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 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 management investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable
Item 19. Exhibits.
| (a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable. |
(2) 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 | November 2, 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 | November 2, 2026 |
| By (Signature and Title)* | /s/ Kelly Strauss | ||
| Kelly Strauss, Principal Financial Officer |
| Date | November 2, 2026 |
* Print the name and title of each signing officer under his or her signature.