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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Analog Devices Inc | NASDAQ:ADI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
5.60 | 2.36% | 243.32 | 243.00 | 249.94 | 243.83 | 237.645 | 239.01 | 1,964,666 | 00:56:21 |
LETTER TO SHAREHOLDERS
|
3 |
ALLOCATION OF PORTFOLIO HOLDINGS
|
7 |
EXPENSE EXAMPLES
|
8 |
INVESTMENT HIGHLIGHTS
|
10 |
SCHEDULES OF INVESTMENTS
|
14 |
STATEMENTS OF ASSETS AND LIABILITIES
|
20 |
STATEMENTS OF OPERATIONS
|
21 |
STATEMENTS OF CHANGES IN NET ASSETS
|
22 |
FINANCIAL HIGHLIGHTS
|
24 |
NOTES TO FINANCIAL STATEMENTS
|
28 |
BASIS FOR TRUSTEES’ APPROVAL OF
|
|
INVESTMENT ADVISORY AGREEMENT
|
37 |
NOTICE OF PRIVACY POLICY & PRACTICES
|
42 |
ADDITIONAL INFORMATION
|
43 |
Doug Butler, CFA, CFP
®
|
Jason Lilly, CFA, CFP
®
|
David B. Smith, CFA
|
Portfolio Manager
|
Portfolio Manager
|
Portfolio Manager
|
Mid Cap Growth Fund – Institutional Class | |||
Expenses Paid
|
|||
Beginning
|
Ending
|
During Period
|
|
Account Value
|
Account Value
|
March 1, 2012 –
|
|
March 1, 2012
|
August 31, 2012
|
August 31, 2012*
|
|
Actual
|
$1,000.00
|
$955.90
|
$6.16
|
Hypothetical (5% return
|
|||
before expenses)
|
$1,000.00
|
$1,018.90
|
$6.36
|
*
|
Expenses are equal to the Fund’s annualized expense ratio of 1.25%, multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period.
|
Mid Cap Growth Fund – Investor Class | |||
|
|||
Expenses Paid
|
|||
Beginning
|
Ending
|
During Period
|
|
Account Value
|
Account Value
|
March 1, 2012 –
|
|
March 1, 2012
|
August 31, 2012
|
August 31, 2012*
|
|
Actual
|
$1,000.00
|
$960.90
|
$7.41
|
Hypothetical (5% return
|
|||
before expenses)
|
$1,000.00
|
$1,017.64
|
$7.63
|
*
|
Expenses are equal to the Fund’s annualized expense ratio of 1.50%, multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period.
|
Quality Large Cap Fund – Institutional Class | |||
Expenses Paid
|
|||
Beginning
|
Ending
|
During Period
|
|
Account Value
|
Account Value
|
March 1, 2012 –
|
|
March 1, 2012
|
August 31, 2012
|
August 31, 2012*
|
|
Actual
|
$1,000.00
|
$1,047.00
|
$4.85
|
Hypothetical (5% return
|
|||
before expenses)
|
$1,000.00
|
$1,020.47
|
$4.79
|
*
|
Expenses are equal to the Fund’s annualized expense ratio of 0.94%, multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period.
|
Quality Large Cap Fund – Investor Class | |||
Expenses Paid
|
|||
Beginning
|
Ending
|
During Period
|
|
Account Value
|
Account Value
|
March 1, 2012 –
|
|
March 1, 2012
|
August 31, 2012
|
August 31, 2012*
|
|
Actual
|
$1,000.00
|
$1,050.20
|
$6.15
|
Hypothetical (5% return
|
|||
before expenses)
|
$1,000.00
|
$1,019.21
|
$6.06
|
*
|
Expenses are equal to the Fund’s annualized expense ratio of 1.19%, multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period.
|
Annualized
|
||||||||||||||||
Since
|
Since
|
|||||||||||||||
Six
|
One
|
Inception
|
Inception
|
|||||||||||||
Months
|
Year
|
(5/26/10)
|
(1/17/12)
|
|||||||||||||
Bright Rock Mid Cap Growth
|
||||||||||||||||
Fund – Institutional Class
|
(4.41 | )% | 3.96 | % | 8.85 | % | N/A | |||||||||
Bright Rock Mid Cap Growth
|
||||||||||||||||
Fund – Investor Class
|
(3.91 | )% | N/A | N/A | 2.94 | % | ||||||||||
Russell Midcap Growth
|
||||||||||||||||
Total Return Index
|
(0.34 | )% | 11.72 | % | 15.10 | % | 7.49 | % |
Bright Rock Mid Cap Growth Fund – Institutional Class |
Growth of $100,000 Investment |
Bright Rock Mid Cap Growth Fund – Investor Class |
Growth of $25,000 Investment |
Annualized
|
||||
|
Since
|
Since | ||
Six
|
One
|
Inception
|
Inception
|
|
Months
|
Year
|
(5/26/10)
|
(1/17/12)
|
|
Bright Rock Quality Large Cap
|
||||
Fund – Institutional Class
|
4.70%
|
21.20%
|
13.40%
|
N/A
|
Bright Rock Quality Large Cap
|
||||
Fund – Investor Class
|
5.02%
|
N/A
|
N/A
|
11.45%
|
S&P 500 Total Return Index
|
4.14%
|
18.00%
|
15.34%
|
10.26%
|
Bright Rock Quality Large Cap Fund – Institutional Class |
Growth of $100,000 Investment |
Bright Rock Quality Large Cap Fund – Investor Class |
Growth of $25,000 Investment |
Shares
|
Value
|
|||||||
COMMON STOCKS – 98.34%
|
||||||||
Auto Components – 4.14%
|
||||||||
Gentex Corp.
|
72,500 | $ | 1,270,200 | |||||
Chemicals – 2.00%
|
||||||||
Intrepid Potash, Inc. (a)
|
13,100 | 293,833 | ||||||
NewMarket Corp.
|
1,300 | 319,956 | ||||||
613,789 | ||||||||
Commercial Services & Supplies – 2.13%
|
||||||||
Copart, Inc. (a)
|
24,400 | 651,724 | ||||||
Communications Equipment – 1.39%
|
||||||||
ADTRAN, Inc.
|
21,000 | 426,090 | ||||||
Containers & Packaging – 1.83%
|
||||||||
Aptargroup, Inc.
|
11,100 | 562,215 | ||||||
Distributors – 3.94%
|
||||||||
LKQ Corp. (a)
|
32,000 | 1,207,680 | ||||||
Diversified Consumer Services – 0.74%
|
||||||||
Strayer Education, Inc.
|
3,500 | 226,730 | ||||||
Diversified Financial Services – 2.01%
|
||||||||
MSCI, Inc. (a)
|
17,600 | 617,408 | ||||||
Electrical Equipment – 4.49%
|
||||||||
AMETEK, Inc.
|
40,150 | 1,377,546 | ||||||
Electronic Equipment, Instruments & Components – 1.95%
|
||||||||
Trimble Navigation Ltd. (a)
|
12,200 | 598,410 | ||||||
Energy Equipment & Services – 5.07%
|
||||||||
CARBO Ceramics, Inc.
|
17,300 | 1,217,574 | ||||||
Oceaneering International, Inc.
|
6,300 | 337,302 | ||||||
1,554,876 | ||||||||
Food Products – 1.03%
|
||||||||
Green Mountain Coffee Roasters, Inc. (a)
|
12,960 | 315,058 |
Shares
|
Value
|
|||||||
Health Care Equipment & Supplies – 8.19%
|
||||||||
IDEXX Laboratories, Inc. (a)
|
11,900 | $ | 1,131,214 | |||||
ResMed, Inc. (a)
|
36,700 | 1,378,819 | ||||||
2,510,033 | ||||||||
Health Care Providers & Services – 5.16%
|
||||||||
Henry Schein, Inc. (a)
|
7,500 | 576,075 | ||||||
HMS Holdings Corp. (a)
|
20,500 | 706,430 | ||||||
MEDNAX, Inc. (a)
|
4,300 | 297,904 | ||||||
1,580,409 | ||||||||
Hotels, Restaurants & Leisure – 3.94%
|
||||||||
Panera Bread Co. (a)
|
7,800 | 1,208,220 | ||||||
Household Durables – 0.92%
|
||||||||
Tupperware Brands Corp.
|
5,300 | 283,444 | ||||||
Household Products – 1.86%
|
||||||||
Church & Dwight Co., Inc.
|
10,400 | 569,296 | ||||||
IT Services – 5.91%
|
||||||||
Global Payments, Inc.
|
13,800 | 574,770 | ||||||
Jack Henry & Associates, Inc.
|
33,500 | 1,238,160 | ||||||
1,812,930 | ||||||||
Life Sciences Tools & Services – 2.87%
|
||||||||
Mettler-Toledo International, Inc. (a)
|
3,700 | 610,907 | ||||||
Techne Corp.
|
3,900 | 267,423 | ||||||
878,330 | ||||||||
Machinery – 8.84%
|
||||||||
Donaldson Co., Inc.
|
34,500 | 1,217,505 | ||||||
Valmont Industries, Inc.
|
5,000 | 633,750 | ||||||
Wabtec Corp.
|
7,600 | 593,864 | ||||||
Woodward, Inc.
|
7,600 | 265,468 | ||||||
2,710,587 | ||||||||
Metals & Mining – 2.10%
|
||||||||
Royal Gold, Inc.
|
7,300 | 642,546 |
Shares
|
Value
|
|||||||
Road & Rail – 1.68%
|
||||||||
JB Hunt Transport Services, Inc.
|
9,800 | $ | 513,912 | |||||
Software – 11.37%
|
||||||||
ANSYS, Inc. (a)
|
18,000 | 1,254,600 | ||||||
FactSet Research Systems, Inc.
|
12,000 | 1,107,240 | ||||||
MICROS Systems, Inc. (a)
|
22,200 | 1,124,652 | ||||||
3,486,492 | ||||||||
Specialty Retail – 7.93%
|
||||||||
PetSmart, Inc.
|
16,900 | 1,198,548 | ||||||
Tractor Supply Co.
|
12,900 | 1,231,692 | ||||||
2,430,240 | ||||||||
Textiles, Apparel & Luxury Goods – 2.05%
|
||||||||
Deckers Outdoor Corp. (a)
|
12,700 | 628,904 | ||||||
Trading Companies & Distributors – 4.80%
|
||||||||
MSC Industrial Direct Co., Inc.
|
17,000 | 1,178,100 | ||||||
Watsco, Inc.
|
3,900 | 294,294 | ||||||
1,472,394 | ||||||||
TOTAL COMMON STOCKS (Cost $28,938,664)
|
$ | 30,149,463 |
Principal
|
||||||||
Amount
|
Value
|
|||||||
SHORT-TERM INVESTMENTS – 1.85%
|
||||||||
Fidelity Institutional Money Market
|
||||||||
Portfolio, 0.172% (b)
|
$ | 566,068 | 566,068 | |||||
TOTAL SHORT-TERM INVESTMENTS
|
||||||||
(Cost $566,068)
|
566,068 | |||||||
Total Investments (Cost $29,504,732) – 100.19%
|
30,715,531 | |||||||
Liabilities in Excess of Other Assets – (0.19%)
|
(58,396 | ) | ||||||
TOTAL NET ASSETS – 100.00%
|
$ | 30,657,135 |
(a)
|
Non-income producing security.
|
(b)
|
Variable rate security; the rate shown represents the rate at August 31, 2012.
|
Shares
|
Value
|
|||||||
COMMON STOCKS – 99.66%
|
||||||||
Aerospace & Defense – 2.77%
|
||||||||
United Technologies Corp.
|
36,000 | $ | 2,874,600 | |||||
Beverages – 2.79%
|
||||||||
PepsiCo, Inc.
|
40,000 | 2,897,200 | ||||||
Chemicals – 9.69%
|
||||||||
Air Products & Chemicals, Inc.
|
30,000 | 2,477,400 | ||||||
Albemarle Corp.
|
34,000 | 1,860,820 | ||||||
Ecolab, Inc.
|
53,000 | 3,393,590 | ||||||
Praxair, Inc.
|
22,000 | 2,321,000 | ||||||
10,052,810 | ||||||||
Commercial Banks – 3.44%
|
||||||||
Wells Fargo & Co.
|
105,000 | 3,573,150 | ||||||
Communications Equipment – 3.31%
|
||||||||
Cisco Systems, Inc.
|
180,000 | 3,434,400 | ||||||
Computers & Peripherals – 3.01%
|
||||||||
Hewlett-Packard Co.
|
185,000 | 3,122,800 | ||||||
Diversified Financial Services – 3.52%
|
||||||||
JPMorgan Chase & Co.
|
98,000 | 3,639,720 | ||||||
Diversified Telecommunication Services – 2.26%
|
||||||||
AT&T, Inc.
|
64,000 | 2,344,960 | ||||||
Electric Utilities – 2.92%
|
||||||||
The Southern Co.
|
67,000 | 3,037,110 | ||||||
Electrical Equipment – 2.74%
|
||||||||
Emerson Electric Co.
|
56,000 | 2,840,320 | ||||||
Energy Equipment & Services – 4.62%
|
||||||||
National Oilwell Varco, Inc.
|
47,000 | 3,703,600 | ||||||
Schlumberger Ltd. (b)
|
15,000 | 1,085,700 | ||||||
4,789,300 |
Shares
|
Value
|
|||||||
Food & Staples Retailing – 6.45%
|
||||||||
CVS Caremark Corp.
|
83,000 | $ | 3,780,650 | |||||
Wal-Mart Stores, Inc.
|
40,000 | 2,904,000 | ||||||
6,684,650 | ||||||||
Food Products – 1.02%
|
||||||||
General Mills, Inc.
|
27,000 | 1,061,910 | ||||||
Gas Utilities – 1.92%
|
||||||||
Atmos Energy Corp.
|
57,000 | 1,991,580 | ||||||
Health Care Equipment & Supplies – 4.02%
|
||||||||
Becton Dickinson & Co.
|
20,000 | 1,519,600 | ||||||
Medtronic, Inc.
|
65,000 | 2,642,900 | ||||||
4,162,500 | ||||||||
Health Care Providers & Services – 3.50%
|
||||||||
Express Scripts Holding Co. (a)
|
58,000 | 3,631,960 | ||||||
Hotels, Restaurants & Leisure – 1.91%
|
||||||||
Starbucks Corp.
|
40,000 | 1,984,400 | ||||||
Industrial Conglomerates – 4.71%
|
||||||||
General Electric Co.
|
236,000 | 4,887,560 | ||||||
Insurance – 3.38%
|
||||||||
Aflac, Inc.
|
76,000 | 3,509,680 | ||||||
IT Services – 2.23%
|
||||||||
Cognizant Technology Solutions Corp. (a)
|
36,000 | 2,314,080 | ||||||
Media – 9.46%
|
||||||||
Comcast Corp.
|
80,000 | 2,682,400 | ||||||
Time Warner Cable, Inc.
|
38,000 | 3,375,160 | ||||||
Walt Disney Co.
|
76,000 | 3,759,720 | ||||||
9,817,280 | ||||||||
Multiline Retail – 2.59%
|
||||||||
Target Corp.
|
42,000 | 2,691,780 | ||||||
Multi-Utilities – 2.93%
|
||||||||
Wisconsin Energy Corp.
|
80,000 | 3,036,800 |
Shares
|
Value
|
|||||||
Oil, Gas & Consumable Fuels – 5.75%
|
||||||||
Apache Corp.
|
27,000 | $ | 2,315,250 | |||||
Chevron Corp.
|
24,000 | 2,691,840 | ||||||
Exxon Mobil Corp.
|
11,000 | 960,300 | ||||||
5,967,390 | ||||||||
Pharmaceuticals – 2.84%
|
||||||||
Abbott Laboratories
|
45,000 | 2,949,300 | ||||||
Semiconductors & Semiconductor Equipment – 1.68%
|
||||||||
Intel Corp.
|
70,000 | 1,738,100 | ||||||
Specialty Retail – 2.27%
|
||||||||
Tiffany & Co.
|
38,000 | 2,354,100 | ||||||
Water Utilities – 1.93%
|
||||||||
Aqua America, Inc.
|
80,000 | 2,000,000 | ||||||
TOTAL COMMON STOCKS (Cost $87,909,904)
|
$ | 103,389,440 | ||||||
Total Investments (Cost $87,909,904) – 99.66%
|
103,389,440 | |||||||
Other Assets in Excess of Liabilities – 0.34%
|
348,108 | |||||||
TOTAL NET ASSETS – 100.00%
|
$ | 103,737,548 |
(a)
|
Non-income producing security.
|
(b)
|
Foreign issued security.
|
Mid Cap
|
Quality Large
|
|||||||
Growth Fund
|
Cap Fund
|
|||||||
ASSETS
|
||||||||
Investments, at value (cost $29,504,732
|
||||||||
and $87,909,904, respectively)
|
$ | 30,715,531 | $ | 103,389,440 | ||||
Receivable for Fund shares sold
|
9,333 | 93,442 | ||||||
Receivable for investments sold
|
— | 553,344 | ||||||
Dividends and interest receivable
|
17,215 | 276,665 | ||||||
Other assets
|
13,498 | 13,824 | ||||||
TOTAL ASSETS
|
30,755,577 | 104,326,715 | ||||||
LIABILITIES
|
||||||||
Payable for Fund shares redeemed
|
13,827 | 104,680 | ||||||
Payable to custodian
|
— | 326,260 | ||||||
Payable to affiliates
|
41,428 | 64,707 | ||||||
Payable to Adviser
|
15,854 | 58,583 | ||||||
Accrued expenses and other liabilities
|
27,333 | 34,937 | ||||||
TOTAL LIABILITIES
|
98,442 | 589,167 | ||||||
NET ASSETS
|
$ | 30,657,135 | $ | 103,737,548 | ||||
Net assets consist of:
|
||||||||
Paid-in capital
|
$ | 26,915,408 | $ | 84,805,331 | ||||
Accumulated net investment income (loss)
|
(95,814 | ) | 309,898 | |||||
Accumulated net realized gain
|
2,626,742 | 3,142,783 | ||||||
Net unrealized appreciation on investments
|
1,210,799 | 15,479,536 | ||||||
NET ASSETS
|
$ | 30,657,135 | $ | 103,737,548 | ||||
INSTITUTIONAL CLASS SHARES
|
||||||||
Net assets
|
30,657,083 | 103,737,493 | ||||||
Shares of beneficial interest outstanding (unlimited
|
||||||||
number of shares authorized, $0.001 par value)
|
2,671,162 | 8,232,056 | ||||||
Net asset value, redemption price
|
||||||||
and offering price per share
|
$ | 11.48 | $ | 12.60 | ||||
INVESTOR CLASS SHARES
|
||||||||
Net assets
|
51 | 56 | ||||||
Shares of beneficial interest outstanding (unlimited
|
||||||||
number of shares authorized, $0.001 par value)
|
4 | 4 | ||||||
Net asset value, redemption price
|
||||||||
and offering price per share
|
$ | 11.55 | $ | 12.66 |
Mid Cap
|
Quality Large
|
|||||||
Growth Fund
|
Cap Fund
|
|||||||
INVESTMENT INCOME
|
||||||||
Dividend income*
|
$ | 89,088 | $ | 1,170,853 | ||||
Interest income
|
772 | 906 | ||||||
TOTAL INVESTMENT INCOME
|
89,860 | 1,171,759 | ||||||
EXPENSES
|
||||||||
Investment advisory fees
|
111,404 | 326,382 | ||||||
Administration fees
|
22,234 | 46,187 | ||||||
Fund accounting fees
|
18,727 | 23,291 | ||||||
Federal and state registration fees
|
17,961 | 19,459 | ||||||
Transfer agent fees and expenses
|
13,026 | 18,660 | ||||||
Audit and tax fees
|
12,682 | 12,682 | ||||||
Chief Compliance Officer fees and expenses
|
4,036 | 4,036 | ||||||
Custody fees
|
3,002 | 6,012 | ||||||
Trustees’ fees and related expenses
|
2,806 | 2,806 | ||||||
Legal fees
|
2,348 | 4,286 | ||||||
Reports to shareholders
|
1,836 | 4,845 | ||||||
Other expenses
|
2,589 | 4,290 | ||||||
TOTAL EXPENSES
|
212,651 | 472,936 | ||||||
Less waivers and reimbursement
|
||||||||
by Adviser (Note 4)
|
(26,977 | ) | — | |||||
NET EXPENSES
|
185,674 | 472,936 | ||||||
NET INVESTMENT INCOME (LOSS)
|
(95,814 | ) | 698,823 | |||||
REALIZED AND UNREALIZED
|
||||||||
GAIN (LOSS) ON INVESTMENTS
|
||||||||
Net realized gain on investments
|
2,094,392 | 3,173,886 | ||||||
Net change in unrealized
|
||||||||
appreciation (depreciation) on investments
|
(3,318,213 | ) | 907,279 | |||||
NET REALIZED AND UNREALIZED
|
||||||||
GAIN (LOSS) ON INVESTMENTS
|
(1,223,821 | ) | 4,081,165 | |||||
NET INCREASE (DECREASE) IN
|
||||||||
NET ASSETS FROM OPERATIONS
|
$ | (1,319,635 | ) | $ | 4,779,988 | |||
* Net of foreign taxes withheld
|
$ | 626 | $ | — |
Six Months Ended
|
||||||||
August 31, 2012
|
Year Ended
|
|||||||
(Unaudited)
|
February 29, 2012
|
|||||||
FROM OPERATIONS
|
||||||||
Net investment loss
|
$ | (95,814 | ) | $ | (248,514 | ) | ||
Net realized gain on investments
|
2,094,392 | 1,110,917 | ||||||
Net change in unrealized appreciation
|
||||||||
(depreciation) on investments
|
(3,318,213 | ) | (1,480,812 | ) | ||||
Net decrease in
|
||||||||
net assets from operations
|
(1,319,635 | ) | (618,409 | ) | ||||
FROM DISTRIBUTIONS
|
||||||||
Net realized gains – Institutional Class
|
— | (1,160,979 | ) | |||||
Net decrease in net assets resulting
|
||||||||
from distributions paid
|
— | (1,160,979 | ) | |||||
FROM CAPITAL SHARE TRANSACTIONS
|
||||||||
Proceeds from shares sold – Institutional Class
|
3,461,975 | 5,125,025 | ||||||
Proceeds from shares sold – Investor Class
|
— | 50 | (1) | |||||
Payments for shares
|
||||||||
redeemed – Institutional Class
|
(1,747,325 | ) | (3,078,948 | ) | ||||
Net asset value of shares issued
|
||||||||
in reinvestment of distributions
|
||||||||
to shareholders – Institutional Class
|
— | 1,160,979 | ||||||
Net increase in net assets from
|
||||||||
capital share transactions
|
1,714,650 | 3,207,106 | ||||||
TOTAL INCREASE IN NET ASSETS
|
395,015 | 1,427,718 | ||||||
NET ASSETS
|
||||||||
Beginning of Period
|
$ | 30,262,120 | $ | 28,834,402 | ||||
End of Period
|
$ | 30,657,135 | $ | 30,262,120 | ||||
ACCUMULATED NET
|
||||||||
INVESTMENT INCOME (LOSS)
|
$ | (95,814 | ) | $ | — |
(1)
|
For the period January 17, 2012 (share class commencement of operations) through February 29, 2012.
|
Six Months Ended
|
||||||||
August 31, 2012
|
Year Ended
|
|||||||
(Unaudited)
|
February 29, 2012
|
|||||||
FROM OPERATIONS
|
||||||||
Net investment income
|
$ | 698,823 | $ | 1,431,991 | ||||
Net realized gain on investments
|
3,173,886 | 317,296 | ||||||
Net change in unrealized
|
||||||||
appreciation on investments
|
907,279 | 5,324,124 | ||||||
Net increase in
|
||||||||
net assets from operations
|
4,779,988 | 7,073,411 | ||||||
FROM DISTRIBUTIONS
|
||||||||
Net investment income – Institutional Class
|
(699,793 | ) | (1,323,404 | ) | ||||
Net investment income – Investor Class
|
— | (1) | — | |||||
Net realized gains – Institutional Class
|
— | (1,846,505 | ) | |||||
Net decrease in net assets resulting
|
||||||||
from distributions paid
|
(699,793 | ) | (3,169,909 | ) | ||||
FROM CAPITAL SHARE TRANSACTIONS
|
||||||||
Proceeds from shares sold – Institutional Class
|
12,881,976 | 23,416,271 | ||||||
Proceeds from shares sold – Investor Class
|
— | 50 | (2) | |||||
Payments for shares
|
||||||||
redeemed – Institutional Class
|
(8,902,597 | ) | (16,346,732 | ) | ||||
Net asset value of shares issued
|
||||||||
in reinvestment of distributions
|
||||||||
to shareholders – Institutional Class
|
1,843 | 1,848,247 | ||||||
Net asset value of shares issued
|
||||||||
in reinvestment of distributions
|
||||||||
to shareholders – Investor Class
|
— | (1) | — | |||||
Net increase in net assets from capital
|
||||||||
share transactions
|
3,981,222 | 8,917,836 | ||||||
TOTAL INCREASE IN NET ASSETS
|
8,061,417 | 12,821,338 | ||||||
NET ASSETS:
|
||||||||
Beginning of Period
|
$ | 95,676,131 | $ | 82,854,793 | ||||
End of Period
|
$ | 103,737,548 | $ | 95,676,131 | ||||
ACCUMULATED NET
|
||||||||
INVESTMENT INCOME
|
$ | 309,898 | $ | 310,868 |
(1)
|
Rounds to less than $1.
|
(2)
|
For the period January 17, 2012 (share class commencement of operations) through February 29, 2012.
|
Six Months Ended
|
||||||||||||
August 31, 2012
|
Year Ended
|
Period Ended
|
||||||||||
(Unaudited)
|
February 29, 2012
|
February 28, 2011
(1)
|
||||||||||
Net Asset Value,
|
||||||||||||
Beginning of Period
|
$ | 12.01 | $ | 12.92 | $ | 10.00 | ||||||
Income (loss) from
|
||||||||||||
investment operations:
|
||||||||||||
Net investment loss
(2)
|
(0.04 | ) | (0.11 | ) | (0.07 | ) | ||||||
Net realized and unrealized
|
||||||||||||
gain (loss) on investments
|
(0.49 | ) | (0.31 | ) | 3.08 | |||||||
Total from investment operations
|
(0.53 | ) | (0.42 | ) | 3.01 | |||||||
Less distributions paid:
|
||||||||||||
From net realized
|
||||||||||||
gain on investments
|
— | (0.49 | ) | (0.09 | ) | |||||||
Total distributions paid
|
— | (0.49 | ) | (0.09 | ) | |||||||
Net Asset Value, End of Period
|
$ | 11.48 | $ | 12.01 | $ | 12.92 | ||||||
Total Return
(3)
|
(4.41 | )% | (2.60 | )% | 30.16 | % | ||||||
Supplemental Data and Ratios:
|
||||||||||||
Net assets, end of period (000’s)
|
$ | 30,657 | $ | 30,262 | $ | 28,834 | ||||||
Ratio of expenses to average
|
||||||||||||
net assets before waiver and
|
||||||||||||
reimbursements
(4)
|
1.43 | % | 1.51 | % | 1.86 | % | ||||||
Ratio of expenses to average
|
||||||||||||
net assets after waiver and
|
||||||||||||
reimbursements
(4)
|
1.25 | % | 1.33 | % | 1.50 | % | ||||||
Ratio of net investment loss to
|
||||||||||||
average net assets before waiver
|
||||||||||||
and reimbursements
(4)
|
(0.83 | )% | (1.07 | )% | (1.21 | )% | ||||||
Ratio of net investment loss to
|
||||||||||||
average net assets after waiver
|
||||||||||||
and reimbursements
(4)
|
(0.65 | )% | (0.89 | )% | (0.85 | )% | ||||||
Portfolio turnover rate
(3)
|
114.0 | % | 78.9 | % | 43.2 | % |
(1)
|
The Fund commenced operations on May 26, 2010.
|
(2)
|
Per share net investment loss was calculated using average shares outstanding.
|
(3)
|
Not annualized for periods less than one year.
|
(4)
|
Annualized for periods less than one year.
|
|
Six Months Ended | |||||||
|
August 31, 2012
|
Period Ended | ||||||
(Unaudited)
|
February 29, 2012 (1) | |||||||
Net Asset Value, Beginning of Period
|
$ | 12.02 | $ | 11.22 | ||||
Income (loss) from investment operations:
|
||||||||
Net investment loss
(2)
|
— | (0.00 | ) (3) | |||||
Net realized and unrealized
|
||||||||
gain (loss) on investments
|
(0.47 | ) | 0.80 | |||||
Total from investment operations
|
(0.47 | ) | 0.80 | |||||
Net Asset Value, End of Period
|
$ | 11.55 | $ | 12.02 | ||||
Total Return
(4)
|
(3.91 | )% | 7.13 | % | ||||
Supplemental Data and Ratios:
|
||||||||
Net assets, end of period
|
$ | 51 | $ | 54 | ||||
Ratio of expenses to average net assets
|
||||||||
before waiver and reimbursements
(5)
|
1.68 | % | 1.56 | % | ||||
Ratio of expenses to average net assets
|
||||||||
after waiver and reimbursements
(5)
|
1.50 | % | 1.50 | % | ||||
Ratio of net investment loss to average
|
||||||||
net assets before waiver and reimbursements
(5)
|
(0.90 | )% | (1.35 | )% | ||||
Ratio of net investment loss to average
|
||||||||
net assets after waiver and reimbursements
(5)
|
(1.08 | )% | (1.29 | )% | ||||
Portfolio turnover rate
(4)
|
114 | % | 78.9 | % |
(1)
|
The Investor class shares commenced operations on January 17, 2012.
|
(2)
|
Per share net investment loss was calculated using average shares outstanding.
|
(3)
|
Less than $0.005 per share.
|
(4)
|
Not annualized for periods less than one year.
|
(5)
|
Annualized for periods less than one year.
|
Six Months Ended
|
||||||||||||
August 31, 2012
|
Year Ended
|
Period Ended
|
||||||||||
(Unaudited)
|
February 29, 2012
|
February 28, 2011
(1)
|
||||||||||
Net Asset Value,
|
||||||||||||
Beginning of Period
|
$ | 12.12 | $ | 11.70 | $ | 10.00 | ||||||
Income from investment operations:
|
||||||||||||
Net investment income
(2)
|
0.09 | 0.19 | 0.10 | |||||||||
Net realized and unrealized
|
||||||||||||
gain on investments
|
0.48 | 0.63 | 1.71 | |||||||||
Total from investment operations
|
0.57 | 0.82 | 1.81 | |||||||||
Less distributions paid:
|
||||||||||||
From net investment income
|
(0.09 | ) | (0.17 | ) | (0.07 | ) | ||||||
From net realized
|
||||||||||||
gain on investments
|
— | (0.23 | ) | (0.04 | ) | |||||||
Total distributions paid
|
(0.09 | ) | (0.40 | ) | (0.11 | ) | ||||||
Net Asset Value, End of Period
|
$ | 12.60 | $ | 12.12 | $ | 11.70 | ||||||
Total Return
(3)
|
4.70 | % | 7.49 | % | 18.15 | % | ||||||
Supplemental Data and Ratios:
|
||||||||||||
Net assets, end of period (000’s)
|
$ | 103,737 | $ | 95,676 | $ | 82,855 | ||||||
Ratio of expenses to average
|
||||||||||||
net assets
(4)
|
0.94 | % | 1.06 | % | 1.38 | % | ||||||
Ratio of net investment income
|
||||||||||||
to average net assets
(4)
|
1.39 | % | 1.66 | % | 1.24 | % | ||||||
Portfolio turnover rate
(3)
|
24.6 | % | 58.4 | % | 25.9 | % |
(1)
|
The Fund commenced operations on May 26, 2010.
|
(2)
|
Per share net investment income was calculated using average shares outstanding.
|
(3)
|
Not annualized for periods less than one year.
|
(4)
|
Annualized for periods less than one year.
|
Six Months Ended
|
||||||||
August 31, 2012
|
Period Ended
|
|||||||
(Unaudited)
|
February 29, 2012
(1)
|
|||||||
Net Asset Value, Beginning of Period
|
$ | 12.14 | $ | 11.44 | ||||
Income from investment operations:
|
||||||||
Net investment income
(2)
|
0.15 | 0.03 | ||||||
Net realized and unrealized
|
||||||||
gain on investments
|
0.46 | 0.67 | ||||||
Total from investment operations
|
0.61 | 0.70 | ||||||
Less distributions paid:
|
||||||||
From net investment income
|
(0.09 | ) | — | |||||
Total distributions paid
|
(0.09 | ) | — | |||||
Net Asset Value, End of Period
|
$ | 12.66 | $ | 12.14 | ||||
Total Return
(3)
|
5.02 | % | 6.12 | % | ||||
Supplemental Data and Ratios:
|
||||||||
Net assets, end of period
|
$ | 56 | $ | 53 | ||||
Ratio of expenses to average net assets
(4)
|
1.19 | % | 1.33 | % | ||||
Ratio of net investment income
|
||||||||
to average net assets
(4)
|
1.64 | % | 2.08 | % | ||||
Portfolio turnover rate
(3)
|
24.6 | % | 58.4 | % |
(1)
|
The Investor class shares commenced operations on January 17, 2012.
|
(2)
|
Per share net investment loss was calculated using average shares outstanding.
|
(3)
|
Not annualized for periods less than one year.
|
(4)
|
Annualized for periods less than one year.
|
(1)
|
Organization
|
|
Trust for Professional Managers (the “Trust”) was organized as a Delaware statutory trust under a Declaration of Trust dated May 29, 2001. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Bright Rock Funds (the “Funds”), are comprised of the Bright Rock Mid Cap Growth Fund and the Bright Rock Quality Large Cap Fund, each representing a distinct series with their own investment objectives and policies within the Trust. The investment objective of both Funds is long-term capital appreciation. The Trust may issue an unlimited number of shares of beneficial interest at $0.001 par value. The assets of the Funds are segregated, and a shareholder’s interest is limited to the Fund in which shares are held. Each Fund has two share classes: Institutional Class and Investor Class shares. The Institutional Class shares of each Fund commenced operations on May 26, 2010. The Investor Class shares of each Fund commenced operations on January 17, 2012. Costs incurred by the Funds in connection with the organization, registration and the initial public offering of shares were paid by Bright Rock Capital Management, LLC (the “Adviser”).
|
(2)
|
Significant Accounting Policies
|
|
The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of the financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
|
(a)
|
Investment Valuation
|
|
Each security owned by the Funds that is listed on a securities exchange is valued at its last sale price on that exchange on the date as of which assets are valued. When the security is listed on more than one exchange, the Funds will use the price of the exchange that the Funds generally consider to be the principal exchange on which the security is traded.
|
|
Fund securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”) will be valued at the NASDAQ Official Closing Price (“NOCP”), which may not necessarily represent the last sale price. If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation. If there has been no sale on such exchange or on NASDAQ on such day, the security is valued at the mean between the bid and asked prices on such day.
|
|
Debt securities other than short-term instruments are valued at the mean between the closing bid and asked prices provided by a pricing service (a “Pricing Service”). If the closing bid and asked prices are not readily available, the Pricing Service may provide a price determined by a matrix pricing method or
|
|
other analytical pricing models. Short-term debt securities, such as commercial paper, bankers acceptances and U.S. Treasury Bills, having a maturity of less than 60 days are valued at amortized cost. If a short-term debt security has a maturity of greater than 60 days, it is valued at market price. Any discount or premium is accreted or amortized on a straight-line basis until maturity.
|
|
When market quotations are not readily available, any security or other financial instrument is valued at its fair value as determined under procedures approved by the Trust’s Board of Trustees. These fair value procedures will also be used to price a security when corporate events, events in the securities market and/or world events cause the Adviser to believe that a security’s last sale price may not reflect its actual market value. The intended effect of using fair value pricing procedures is to ensure that the Funds are accurately priced.
|
|
The Funds have adopted Statement of Financial Accounting Standard, “Fair Value Measurements and Disclosures” (“Fair Value Measurements”) and Financial Accounting Standards Board (“FASB”) Staff Position “Determining Fair Value when the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identified Transactions that are not Orderly” (“Determining Fair Value”). Determining Fair Value clarifies Fair Value Measurements and requires an entity to evaluate certain factors to determine whether there has been a significant decrease in volume and level of activity for the security such that recent transactions and quoted prices may not be determinative of fair value and further analysis and adjustment may be necessary to estimate fair value. Determining Fair Value also requires enhanced disclosure regarding the inputs and valuation techniques used to measure fair value in those instances as well as expanded disclosure of valuation levels for major security types. Fair Value Measurements requires the Funds to classify their securities based on valuation method. These inputs are summarized in the three broad levels listed below:
|
Level 1—
|
Quoted prices in active markets for identical securities.
|
Level 2—
|
Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).
|
Level 3—
|
Significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments).
|
|
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Funds’ investments carried at fair value as of August 31, 2012:
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Equity
|
||||||||||||||||
Common Stocks
|
$ | 30,149,463 | $ | — | $ | — | $ | 30,149,463 | ||||||||
Total Equity
|
30,149,463 | — | — | 30,149,463 | ||||||||||||
Short-Term Investments
|
566,068 | — | — | 566,068 | ||||||||||||
Total Investments in Securities
|
$ | 30,715,531 | $ | — | $ | — | $ | 30,715,531 | ||||||||
Quality Large Cap Fund
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Equity
|
||||||||||||||||
Common Stocks
|
$ | 103,389,440 | $ | — | $ | — | $ | 103,389,440 | ||||||||
Total Equity
|
103,389,440 | — | — | 103,389,440 | ||||||||||||
Total Investments in Securities
|
$ | 103,389,440 | $ | — | $ | — | $ | 103,389,440 |
|
During the six months ended August 31, 2012, there were no transfers between levels for the Funds. The Funds did not hold any Level 3 securities during the period. The Funds did not hold financial derivative instruments during the periods presented.
|
(b)
|
Federal Income Taxes
|
|
The Funds comply 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 their shareholders sufficient to relieve them from all or substantially all federal income taxes. Therefore, no federal income tax provision has been provided.
|
(c)
|
Distributions to Shareholders
|
|
The Funds will distribute any net investment income and any net realized long- or short-term capital gains at least annually. Distributions from net realized gains for book purposes may include short-term capital gains. All short-term capital gains are included in ordinary income for tax purposes. Distributions to shareholders are recorded on the ex-dividend date. The Funds may also pay a special distribution at the end of the calendar year to comply with federal tax requirements.
|
|
The amount of the dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment.
|
(d)
|
Use of Estimates
|
|
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
(e)
|
Share Valuation
|
|
The net asset value (“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 (“NYSE”) is closed for trading. The offering and redemption price per share for each Fund is equal to the Fund’s net asset value per share.
|
(f)
|
Expenses
|
|
Expenses associated with a specific fund in the Trust are charged to that fund. Common expenses are typically allocated evenly between the funds of the Trust, or by other equitable means. Expenses directly attributable to a class of shares, which presently only includes distribution (12b-1) fees, are recorded to the specific class.
|
(g)
|
Other
|
|
Investment transactions are recorded on the trade date. The Funds determine the gain or loss from investment transactions using the best tax relief order. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis.
|
(3)
|
Federal Tax Matters
|
|
The tax character of distributions paid to shareholders for the periods ended February 29, 2012 and February 28, 2011 were as follows:
|
Ordinary
|
Long-term
|
|||||||
Income
|
Capital Gain
|
|||||||
Mid Cap Growth Fund
|
||||||||
Year end February 29, 2012
|
$ | 582,328 | $ | 578,651 | ||||
Period ended February 28, 2011
|
$ | 199,358 | $ | — | ||||
Quality Large Cap Fund
|
||||||||
Year end February 29, 2012
|
$ | 2,841,206 | $ | 328,703 | ||||
Period ended February 28, 2011
|
$ | 709,892 | $ | — | ||||
|
As of February 29, 2012, the components of accumulated earnings (losses) on a tax basis were as follows:
|
Mid Cap
|
Quality Large
|
|||||||
Growth Fund
|
Cap Fund
|
|||||||
Cost basis of investments for
|
||||||||
federal income tax purposes
|
$ | 25,423,320 | $ | 80,688,479 | ||||
Gross tax unrealized appreciation
|
$ | 5,574,197 | $ | 15,297,234 | ||||
Gross tax unrealized depreciation
|
(1,045,185 | ) | (1,163,196 | ) | ||||
Net tax unrealized appreciation
|
$ | 4,529,012 | $ | 14,134,038 | ||||
Undistributed ordinary income
|
$ | — | $ | 310,868 | ||||
Undistributed long-term capital gain
|
532,350 | 407,116 | ||||||
Total distributable earnings
|
$ | 532,350 | $ | 717,984 | ||||
Other accumulated gain/(loss)
|
— | — | ||||||
Total accumulated earnings
|
$ | 5,061,362 | $ | 14,852,022 |
|
The difference between book-basis and tax-basis cost of investments is attributable to the tax deferral of wash sale losses.
|
|
On the Statement of Assets and Liabilities, the following adjustments were made for permanent tax adjustments:
|
Mid Cap
|
Quality Large
|
|||||||
Growth Fund
|
Cap Fund
|
|||||||
Undistributed Net Investment Income
|
$ | 247,127 | $ | — | ||||
Accumulated Net Realized Gain
|
$ | 84 | $ | — | ||||
Paid-in Capital
|
$ | (247,211 | ) | $ | — |
|
The Funds had no material uncertain tax positions and have not recorded a liability for unrecognized tax benefits as of February 29, 2012. Also, the Funds had recognized no interest and penalties related to uncertain tax benefits in fiscal 2012. At February 29, 2012, the fiscal years 2011 and 2012 remain open to examination in the Funds’ major tax jurisdictions.
|
(4)
|
Investment Adviser
|
|
The Trust has entered into an Investment Advisory Agreement (the “Agreement”) with the Adviser to furnish investment advisory services to the Funds. Under the terms of the Agreement, the Trust, on behalf of the Mid Cap Growth Fund, compensates the Adviser for its management services at the annual rate of 1.00% prior to June 28, 2011 and 0.75% on and after June 28, 2011 of the Fund’s average daily net assets. The Trust, on behalf of the Quality Large Cap Fund, compensates the Adviser for its management services at the annual rate of 1.00% prior to June 28, 2011 and 0.65% on and after June 28, 2011 of the Fund’s average daily net assets.
|
|
The Adviser has agreed to waive its management fee and/or reimburse the Funds’ other expenses to the extent necessary to ensure that the Funds’ total operating expenses (exclusive of any front-end or contingent deferred loads taxes, leverage, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividends or interest expense on short positions, acquired fund fees and expenses or extraordinary expenses such as litigation) do not exceed 1.50% and 1.75% prior to June 28, 2011 for the Institutional and Investor classes, respectively and 1.25% and 1.50% on and after June 28, 2011 for the Institutional and Investor classes, respectively, of each Funds’ average daily net assets. Any such waiver or reimbursement is subject to later adjustment to allow the Adviser to recoup amounts waived or reimbursed to the extent actual fees and expenses for a fiscal period are less than the Funds’ expense limitation cap, provided, however, that the Adviser shall only be entitled to recoup such amounts for a period over the following three fiscal years.
|
|
The following table shows the remaining waived or reimbursed expenses subject to potential recovery expiring by:
|
Mid Cap
|
Quality Large
|
|||||||
Growth Fund
|
Cap Fund
|
|||||||
February 2014
|
$ | 66,182 | $ | -0- | ||||
February 2015
|
$ | 50,243 | $ | -0- | ||||
August 2015
|
$ | 26,977 | $ | -0- |
(5)
|
Distribution Plan
|
|
The Trust has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”), on behalf of the Funds, which authorizes them to pay Quasar Distributors, LLC (the “Distributor”) a distribution fee of 0.25% of each Fund’s Investor class shares average daily net assets for services to prospective Fund shareholders and distribution of Fund Shares. During the six months ended August 31, 2012, the Funds did not accrue any expenses pursuant to the 12b-1 Plan, due to the size of the Investor share class.
|
(6)
|
Related Party Transactions
|
|
U.S. Bancorp Fund Services, LLC (“USBFS” or the “Administrator”) acts as the Funds’ Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Funds; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Funds’ custodian, transfer agent and accountants; coordinates the preparation and payment of the Funds’ expenses and reviews the Funds’ expense accruals. For the six months ended August 31, 2012, administration fees of $22,234 were incurred for the Bright Rock Mid Cap Growth Fund. At August 31, 2012, the Administrator was owed
|
|
fees of $13,555 for the Bright Rock Mid Cap Growth Fund. For the six months ended August 31, 2012, administration fees of $46,187 were incurred for the Bright Rock Quality Large Cap Fund. At August 31, 2012, the Administrator was owed fees of $29,853 for the Bright Rock Quality Large Cap Fund.
|
|
USBFS also serves as the fund accountant and transfer agent to the Funds. U.S. Bank N.A. (“US Bank”), an affiliate of USBFS, serves as the Funds’ custodian. For the six months ended August 31, 2012, the Bright Rock Mid Cap Growth Fund incurred $18,727, $13,026, and $3,002 in fund accounting, transfer agency, and custody fees, respectively. For the six months ended August 31, 2012, the Bright Rock Quality Large Cap Fund incurred $23,291, $18,660, and $6,012 in fund accounting, transfer agency, and custody fees, respectively. At August 31, 2012, fees of $12,638, $11,198, and $1,339 were owed for fund accounting, transfer agency, and custody fees, respectively, for the Bright Rock Mid Cap Growth Fund. At August 31, 2012, fees of $14,175, $14,999, and $2,981 were owed for fund accounting, transfer agency, and custody fees, respectively, for the Bright Rock Quality Large Cap Fund.
|
|
The Distributor acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares. The Distributor is an affiliate of USBFS and US Bank.
|
|
Certain officers of the Funds are also employees of USBFS. A Trustee of the Trust is affiliated with USBFS and US Bank. This same Trustee is an interested person of the Distributor.
|
|
The Trust’s Chief Compliance Officer is also an employee of USBFS. For the six months ended August 31, 2012, $4,036 of the Trust’s Chief Compliance Officer fee was allocated to each of the Funds. At August 31, 2012 fees of $2,697 were owed to the Chief Compliance Officer from each of the Funds.
|
(7)
|
Capital Share Transactions
|
|
Transactions in shares of the Funds were as follows:
|
Six Months Ended
|
Year Ended
|
||||||||
Mid Cap Growth Fund – Institutional Class
|
August 31, 2012
|
February 29, 2012
|
|||||||
Shares Sold
|
302,962 | 429,837 | |||||||
Shares Reinvested
|
— | 113,046 | |||||||
Shares Redeemed
|
(151,655 | ) | (254,999 | ) | |||||
Net Increase
|
151,307 | 287,884 | |||||||
Six Months Ended
|
Period Ended
|
||||||||
Mid Cap Growth Fund – Investor Class
|
August 31, 2012
|
February 29, 2012
(1)
|
|||||||
Shares Sold
|
— | 4 | |||||||
Shares Reinvested
|
— | — | |||||||
Shares Redeemed
|
— | — | |||||||
Net Increase
|
— | 4 | |||||||
Six Months Ended
|
Year Ended
|
||||||||
Quality Large Cap Fund – Institutional Class
|
August 31, 2012
|
February 29, 2012
|
|||||||
Shares Sold
|
1,063,584 | 2,084,802 | |||||||
Shares Reinvested
|
151 | 172,732 | |||||||
Shares Redeemed
|
(723,455 | ) | (1,446,456 | ) | |||||
Net Increase
|
340,280 | 811,078 | |||||||
Six Months Ended
|
Period Ended
|
||||||||
Quality Large Cap Fund – Investor Class
|
August 31, 2012
|
February 29, 2012
(1)
|
|||||||
Shares Sold
|
— | 4 | |||||||
Shares Reinvested
|
— | — | |||||||
Shares Redeemed
|
— | — | |||||||
Net Increase
|
— | 4 | |||||||
(1)
|
The Investor class commenced operations on January 17, 2012.
|
(8)
|
Investment Transactions
|
|
The aggregate purchases and sales of securities, excluding short-term investments, for the Funds for the six months ended August 31, 2012 are summarized below. There were no purchases or sales of U.S. government securities for the Funds.
|
Mid Cap
|
Quality Large
|
|||||||
Growth Fund
|
Cap Fund
|
|||||||
Purchases
|
$ | 36,147,565 | $ | 29,544,612 | ||||
Sales
|
$ | 33,002,010 | $ | 24,355,607 |
(9)
|
New Tax Law
|
|
On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “RIC Act”) was enacted, and the provisions within the RIC Act are effective for the Fund for the year ended February 29, 2012. The RIC Act modernized several of the federal income and excise tax provisions related to regulated investment companies (“RICs”). Under the RIC Act, new capital losses may be carried forward indefinitely, with the character of the original loss retained. Prior to the RIC act, capital losses could be carried forward for eight years, and were carried forward as short-term capital losses regardless of the character of the original loss. The RIC Act also contains simplification provisions, which are aimed at preventing disqualification of a RIC for inadvertent failures to comply with asset diversification and/or qualifying income tests. The RIC Act exempts RICs from the preferential dividend rule and repeals the 60-day designation requirement for certain types of pay-through income and gains. In addition, the RIC Act contains provisions aimed at preserving the character of distributions made by a RIC during the portion of its taxable year ending after October 31 or December 31.
|
(10)
|
Recent Accounting Pronouncement
|
|
In May 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-04
“Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.”
ASU No. 2011-04 requires additional disclosures regarding fair value measurements. Effective for fiscal years beginning after December 15, 2011, and for interim periods within those fiscal years, entities will need to disclose the following:
|
1)
|
the amounts of any transfers between Level 1 and Level 2 and the reasons for those transfers; and
|
2)
|
for Level 3 fair value measurements, quantitative information about the significant unobservable inputs used, a description of the entity’s valuation processes, and a narrative description of the sensitivity of the fair value measurement to changes in the unobservable inputs and the interrelationship between inputs.
|
Mid Cap Growth Fund
|
14.30 | % | ||
Quality Large Cap Growth Fund
|
71.67 | % |
Mid Cap Growth Fund
|
14.30 | % | ||
Quality Large Cap Growth Fund
|
71.70 | % |
Mid Cap Growth Fund
|
53.42 | % | ||
Quality Large Cap Growth Fund
|
100.00 | % |
Number of
|
|||||
Term of
|
Principal
|
Portfolios
|
Other
|
||
Position(s)
|
Office and
|
Occupation(s)
|
in Trust
|
Directorships
|
|
Name,
|
Held with
|
Length of
|
During the Past
|
Overseen
|
Held by
|
Address and Age
|
the Trust
|
Time Served
|
Five Years
|
by Trustee
|
Trustee
|
Dr. Michael D. Akers
|
Trustee
|
Indefinite
|
Professor and
|
27
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
Chair, Department
|
Trustee, USA
|
||
Milwaukee, WI 53202
|
August 22,
|
of Accounting,
|
MUTUALS
|
||
Age: 57
|
2001
|
Marquette University
|
(an open-end
|
||
(2004–present).
|
investment
|
||||
company with
|
|||||
two portfolios).
|
|||||
Gary A. Drska
|
Trustee
|
Indefinite
|
Pilot, Frontier/
|
27
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
Midwest Airlines, Inc.
|
Trustee, USA
|
||
Milwaukee, WI 53202
|
August 22,
|
(airline company)
|
MUTUALS
|
||
Age: 55
|
|
2001
|
(1986–present).
|
(an open-end
|
|
investment
|
|||||
company with
|
|||||
two portfolios).
|
|||||
Jonas B. Siegel
|
Trustee
|
Indefinite
|
Retired; Managing
|
27
|
Independent
|
615 E. Michigan St.
|
Term; Since
|
Director, Chief
|
Trustee, Gottex
|
||
Milwaukee, WI 53202
|
October 23,
|
Administrative Officer
|
Multi-Asset
|
||
Age: 69
|
2009
|
(“CAO”) and Chief
|
Endowment Fund
|
||
Compliance Officer
|
complex
|
||||
(“CCO”), Granite
|
(three closed-
|
||||
Capital International
|
end investment
|
||||
Group, L.P. (an
|
companies);
|
||||
investment management
|
|
Independent | |||
firm) (1994–2011);
|
Trustee, Gottex
|
||||
Vice President, Secretary,
|
|
Multi-Alternatives | |||
Treasurer and CCO,
|
Fund complex
|
||||
Granum Series Trust (an
|
(three closed-
|
||||
open-end investment
|
end investment
|
||||
company) (1997–2007);
|
companies);
|
||||
President, CAO and CCO,
|
|
Independent | |||
Granum Securities, LLC
|
Manager, Ramius
|
||||
(a broker-dealer)
|
IDF Fund
|
||||
(1997–2007).
|
complex (two
|
||||
closed-end
|
|||||
investment
|
|||||
companies).
|
Number of
|
|||||
Term of
|
Principal
|
Portfolios
|
Other
|
||
Position(s)
|
Office and
|
Occupation(s)
|
in Trust
|
Directorships
|
|
Name,
|
Held with
|
Length of
|
During the Past
|
Overseen
|
Held by
|
Address and Age
|
the Trust
|
Time Served
|
Five Years
|
by Trustee
|
Trustee
|
Interested Trustee and Officers
|
|||||
Joseph C. Neuberger
(1)
|
Chairperson,
|
Indefinite
|
Executive Vice
|
27
|
Trustee,
|
615 E. Michigan St.
|
President
|
Term; Since
|
President, U.S.
|
Buffalo Funds
|
|
Milwaukee, WI 53202
|
and
|
August 22,
|
Bancorp Fund
|
(an open-end
|
|
Age: 50
|
Trustee
|
2001
|
Services, LLC
|
investment
|
|
(1994–present).
|
company with
|
||||
ten portfolios);
|
|||||
Trustee, USA
|
|||||
MUTUALS (an
|
|||||
open-end
|
|||||
investment
|
|||||
company with
|
|||||
two portfolios).
|
|||||
John Buckel
|
Vice
|
Indefinite
|
Mutual Fund
|
N/A
|
N/A
|
615 E. Michigan St.
|
President,
|
Term; Since
|
Administrator,
|
||
Milwaukee, WI 53202
|
Treasurer
|
January 10,
|
U.S. Bancorp Fund
|
||
Age: 55
|
and
|
2008 (Vice
|
Services, LLC
|
||
Principal
|
President);
|
(2004–present).
|
|||
Accounting
|
Since
|
||||
Officer
|
September 10,
|
||||
2008
|
|||||
(Treasurer)
|
|||||
Robert M Slotky
|
Vice
|
Indefinite
|
Senior Vice
|
N/A
|
N/A
|
615 E. Michigan St.
|
President,
|
Term; Since
|
President, U.S.
|
||
Milwaukee, WI 53202
|
Chief
|
January 26,
|
Bancorp Fund
|
||
Age: 65
|
Compliance
|
2011
|
Services, LLC
|
||
Officer and
|
(2001–present).
|
||||
Anti-Money
|
|||||
Laundering
|
|||||
Officer
|
|||||
Rachel A. Spearo
|
Secretary
|
Indefinite
|
Vice President and
|
N/A
|
N/A
|
615 E. Michigan St.
|
Term; Since
|
Legal Compliance
|
|||
Milwaukee, WI 53202
|
November 15,
|
Officer, U.S. Bancorp
|
|||
Age: 33
|
2005
|
Fund Services, LLC
|
|||
(2004–present).
|
Number of
|
|||||
Term of
|
Principal
|
Portfolios
|
Other
|
||
Position(s)
|
Office and
|
Occupation(s)
|
in Trust
|
Directorships
|
|
Name,
|
Held with
|
Length of
|
During the Past
|
Overseen
|
Held by
|
Address and Age
|
the Trust
|
Time Served
|
Five Years
|
by Trustee
|
Trustee
|
Jennifer A. Lima
|
Assistant
|
Indefinite
|
Mutual Fund
|
N/A
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
Administrator,
|
||
Milwaukee, WI 53202
|
January 10,
|
U.S. Bancorp Fund
|
|||
Age: 38
|
2008
|
Services, LLC
|
|||
(2002–present).
|
|||||
Jesse J. Schmitting
|
Assistant
|
Indefinite
|
Mutual Fund
|
N/A
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
Administrator,
|
||
Milwaukee, WI 53202
|
July 21,
|
U.S. Bancorp Fund
|
|||
Age: 30
|
2011
|
Services, LLC
|
|||
(2008–present).
|
(1)
|
Mr. Neuberger is an “interested person” of the Trust as defined by the 1940 Act. Mr. Neuberger is an interested person of the Trust by virtue of the fact that he is an interested person of Quasar Distributors, LLC, the Funds’ principal underwriter.
|
(a)
|
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
|
(b)
|
Not Applicable.
|
(a)
|
The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.
|
(b)
|
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the last fiscal half-year covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
|
(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.
|
(b)
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished herewith.
|
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