Semi-Annual Report Dearborn Partners Rising Dividend Fund › media › Dearborn_SAR.pdfDearborn...

41
Semi-Annual Report Dearborn Partners Rising Dividend Fund Class A Shares DRDAX Class C Shares DRDCX Class I Shares DRDIX August 31, 2020 Investment Adviser Dearborn Partners, L.L.C. 200 West Madison Street Suite 1950 Chicago, IL 60606 Phone: (888) 983-3380 Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on the Fund’s website (www.dearbornfunds.com/literature.html), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary or, if you are a direct investor, by calling the Fund at (888) 983-3380 or by sending an e-mail request to [email protected]. You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call (888) 983-3380 or send an email request to [email protected] to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or, if you invest directly with the Fund, to all Dearborn Funds you hold.

Transcript of Semi-Annual Report Dearborn Partners Rising Dividend Fund › media › Dearborn_SAR.pdfDearborn...

  • Semi-Annual Report

    Dearborn Partners Rising Dividend Fund

    Class A SharesDRDAX

    Class C SharesDRDCX

    Class I SharesDRDIX

    August 31, 2020

    Investment Adviser

    Dearborn Partners, L.L.C.200 West Madison StreetSuite 1950Chicago, IL 60606

    Phone: (888) 983-3380

    Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities andExchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reportswill no longer be sent by mail, unless you specifically request paper copies of the reports from theFund or from your financial intermediary (such as a broker-dealer or bank). Instead, the reports willbe made available on the Fund’s website (www.dearbornfunds.com/literature.html), and you will benotified by mail each time a report is posted and provided with a website link to access the report.

    If you already elected to receive shareholder reports electronically, you will not be affected bythis change and you need not take any action. You may elect to receive shareholder reportsand other communications from the Fund electronically by contacting your financialintermediary or, if you are a direct investor, by calling the Fund at (888) 983-3380 or by sendingan e-mail request to [email protected].

    You may elect to receive all future reports in paper free of charge. If you invest through afinancial intermediary, you can contact your financial intermediary to request that you continueto receive paper copies of your shareholder reports. If you invest directly with the Fund, you cancall (888) 983-3380 or send an email request to [email protected] to let the Fund know youwish to continue receiving paper copies of your shareholder reports. Your election to receivereports in paper will apply to all funds held in your account if you invest through your financialintermediary or, if you invest directly with the Fund, to all Dearborn Funds you hold.

  • Table of Contents

    LETTER TO SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

    EXPENSE EXAMPLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

    INVESTMENT HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

    SCHEDULE OF INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

    STATEMENT OF ASSETS AND LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . 13

    STATEMENT OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

    STATEMENTS OF CHANGES IN NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . 15

    FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

    NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

    BASIS FOR TRUSTEES’ APPROVAL OF INVESTMENT ADVISORY AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

    NOTICE OF PRIVACY POLICY & PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . 35

    ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

  • Greetings from Dearborn Partners, L.L.C.,Adviser to the Dearborn Partners Rising Dividend Fund (the “Fund”).

    On April 10th, 2013 the Fund was launched to provide investors with a relatively defensiveequity investment diversified across a multitude of sectors in companies that areanticipated to consistently increase their dividends over time. Patient investors looking tooutpace inflation should benefit from participating in what we believe is the long-termwealth-building potential offered by what we consider to be great businesses, whilereceiving an income stream with potential growth over time.

    For the six months ended August 31, 2020 (the midpoint of the Fund’s fiscal year), thetotal returns of our Fund’s Class I shares and the S&P 500 benchmark were 12.10% and19.63%, respectively. After initial outperformance during the significant drawdown throughApril, strength in largely non-dividend paying technology and communications companiescreated a performance gap as the period progressed.

    Our Fund outperformed the benchmark in six of the eleven sectors into which Standard &Poor’s divides the marketplace. Our most notable outperformance versus the S&P 500occurred in the Utility, Industrial and Financial sectors. We continue to maintain thevaluation and stock selection disciplines that formed the basis of our strategy, as webelieve that over time, such disciplines can offer attractive total return potential whenequity market risk is considered.

    A few specific companies in our Fund stand out as worth mentioning for the period. Someof our best performing stocks were Apple Inc. (AAPL), Tractor Supply Co. (TSCO), andWatsco Inc. (WSO). Apple shares rallied as demand for iPhones, Apple’s largest product,remained strong during the significant economic downturn we experienced this year. Oursecond-best performing stock, Tractor Supply, benefited from increased rural lifestyle andat-home related demand from shelter-in-place orders and higher COVID-19 infections indensely populated areas. Our third-best performing position was Watsco. With lowmortgage interest rates and increased attention to the home from shelter-in-place orders,investment in housing-including Watsco’s heating, ventilation, and air conditioningproducts—has increased throughout the year.

    The three poorest performers for the period were ONEOK Inc. (OKE), MagellanMidstream Partners L.P. (MMP), and Ross Stores Inc. (ROST). The collapse in oil and gasproduct demand due to COVID-19-induced activity shut-down and the price war betweenSaudi Arabia and Russia hit the entire Energy sector hard, especially the two pipelines inour Fund. ONEOK suffered disproportionally due to their exposure to the less-advantagedBakken basin. Expected declining volume running through their pipes hurt MagellanMidstream Partners shares, too. With no on-line shopping presence, off-price apparelretailer Ross Stores is entirely dependent on physical store locations for sales. With itsbusiness deemed nonessential and its stores closed, there were essentially no revenuesfor several months. Despite Ross’ solid balance sheet and low payout ratio, we questionedhow the company could maintain its dividend and thus we exited the stock in April. Wewere not surprised to see the company subsequently suspend its dividend.

    We continue to believe that the companies in our Fund are generally financially strong,well-managed, defensive businesses with products or services that people patronizeregardless of the economic or financial environment. As portfolio managers, we strive tobe not only active but proactive in terms of analyzing each company’s ability to pay andincrease dividends consistently over time. History has shown that rising dividends havetended to cushion the fall of stock prices in challenging markets. That our Fund declinedless than the broad market during the extreme pullback in March after the novel

    3

  • coronavirus emerged demonstrated once again the power of rising dividends to helpcushion the fall of stock prices in tough markets.

    A primary goal of our strategy is to help investors keep ahead of the rising costs of livingby providing a portfolio of companies that we believe are capable of increasing theirannual dividends. We maintain our conviction that a path to long-term wealth building canbe accomplished through properly diversified portfolios of stocks of companies that offerthe potential to increase dividends consistently over time. We believe our Fundexemplifies those characteristics and, over the long term, offers the potential to provideattractive returns with modified risk.

    During these six months, 14 companies in our Fund announced 16 dividend increases.The average of these dividend increases was about 7.3% more than these particularcompanies paid as dividends a year earlier. No companies in our Fund reduced theirdividends during these six months.

    Thank you for your continued interest in the Dearborn Partners Rising Dividend Fund.Please feel free to contact us at any time.

    Sincerely,

    Carol M. Lippman, CFA Michael B. AndelmanPortfolio Manager Portfolio Manager

    Past performance does not guarantee future results.

    Opinions expressed are those of Dearborn Partners, L.L.C and are subject to change, are notguaranteed, and should not be considered investment advice.

    Mutual fund investing involves risk. Principal loss is possible. The Fund’s strategy ofinvesting in dividend-paying stocks involves the risk that such stocks may fall out of favorwith investors and underperform the market. In addition, there is the possibility that suchcompanies could reduce or eliminate the payment of dividends in the future or the anticipatedacceleration of dividends could not occur. The Fund may invest in foreign securities andADRs, which involve political, economic and currency risks, greater volatility and differencesin accounting methods. Medium- and small-capitalization companies tend to have limitedliquidity and greater price volatility than large-capitalization companies. Investments in REITsecurities involve risks such as declines in the value of real estate and increasedsusceptibility to adverse economic regulatory expenses. The Fund may invest in MLPs, whichcan be negatively influenced when interest rates rise. These investments also entail many ofthe general tax risks of investing in a partnership. There is always the risk that an MLP will failto qualify for favorable tax treatments.

    Diversification does not guarantee a profit or protect from loss in a declining market.

    The S&P 500 Index is a stock market index based on the market capitalizations of 500 leadingcompanies publicly traded in the U.S. stock market, as determined by Standard & Poor’s. It is notpossible to invest directly in an index.

    Fund holdings and sector allocations are subject to change and should not be considered arecommendation to buy or sell any security. For a complete list of Fund holdings please refer to theSchedule of Investments included in this report.

    This report is intended for shareholders in the Dearborn Partners Rising Dividend Fund and may notbe used as literature unless preceded or accompanied by the Fund’s current Prospectus.

    Dearborn Partners, L.L.C is the adviser of the Dearborn Partners Rising Dividend Fund, whichis distributed by Quasar Distributors, L.L.C.

    4

  • As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, includingsales charges (loads) on purchase payments and (2) ongoing costs, includingmanagement fees, distribution (12b-1) and service fees and other fund expenses. ThisExample is intended to help you understand your ongoing costs (in dollars) of investing inthe Fund, and to compare these costs with the ongoing costs of investing in other mutualfunds. The Example is based on an investment of $1,000 invested at the beginning of theperiod and held for the entire period (3/1/2020 - 8/31/2020).

    Actual Expenses

    The first lines of the following tables provide information about actual account values andactual expenses. If you purchase Class A shares of the Fund you will pay an initial salescharge of up to 5.00% when you invest. Class A shares are also subject to a 1.00%contingent deferred sales charge for purchases made at the $500,000 breakpoint whichare redeemed within twelve months of purchase. A 1.00% contingent deferred salescharge is imposed on Class C shares redeemed within twelve months of purchase. Inaddition, you will be assessed fees for outgoing wire transfers, returned checks and stoppayment for all share classes, at prevailing rates charged by U.S. Bancorp Fund Services,LLC, the Fund’s transfer agent. If you request that a redemption be made by wire transfer,currently a $15.00 fee is charged by the Fund’s transfer agent. Individual retirementaccounts (“IRAs”) will be charged a $15.00 annual maintenance fee. To the extent theFund invests in shares of exchange-traded funds (“ETFs”) or other investment companiesas part of its investment strategy, you will indirectly bear your proportionate share of anyfees and expenses charged by the underlying funds in which the Fund invests in additionto the direct expenses of the Fund. Actual expenses of the underlying funds are expectedto vary among the various underlying funds. These expenses are not included in theexample. The example includes, but is not limited to, management fees, fundadministration and accounting, custody and transfer agent fees. You may use theinformation in this line, together with the amount you invested, to estimate the expensesthat you paid over the period. Simply divide your account value by $1,000 (for example, an$8,600 account value divided by $1,000 = 8.6), then multiply the result by the number inthe first line under the heading titled “Expenses Paid During Period” to estimate theexpenses you paid on your account during this period.

    Hypothetical Example for Comparison Purposes

    The second lines of the following tables provide information about hypothetical accountvalues and hypothetical expenses based on the Fund’s actual expense ratio and anassumed rate of return of 5% per year before expenses, which is not the Fund’s actualreturn. The hypothetical account values and expenses may not be used to estimate theactual ending account balance or expenses you paid for the period. You may use thisinformation to compare the ongoing costs of investing in the Fund and other funds. To doso, compare this 5% hypothetical example with the 5% hypothetical examples that appearin the shareholder reports of other funds. Please note that the expenses shown in the

    5

    Dearborn Partners Rising Dividend FundExpense Example(Unaudited)

  • table are meant to highlight your ongoing costs only and do not reflect any transactionalcosts, such as sales charges (loads), redemption fees or exchange fees. Therefore, thesecond lines of the tables are useful in comparing ongoing costs only, and will not helpyou determine the relative total costs of owning different funds. In addition, if thesetransactional costs were included, your costs would have been higher.

    Class A___________________________________________________Expenses Paid

    Beginning Ending During PeriodAccount Value Account Value March 1, 2020 -March 1, 2020 August 31, 2020 August 31, 2020*_____________ ______________ _______________

    Actual . . . . . . . . . . . . . . . . $1,000.00 $1,120.10 $6.68Hypothetical (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 averageaccount value over the period, multiplied by 184/365 (to reflect the one-half year period).

    Class C___________________________________________________Expenses Paid

    Beginning Ending During PeriodAccount Value Account Value March 1, 2020 -March 1, 2020 August 31, 2020 August 31, 2020*_____________ ______________ _______________

    Actual . . . . . . . . . . . . . . . . $1,000.00 $1,115.70 $10.67Hypothetical (5% return before expenses) . . . . . . $1,000.00 $1,015.12 $10.16

    * Expenses are equal to the Fund’s annualized expense ratio of 2.00%, multiplied by the averageaccount value over the period, multiplied by 184/365 (to reflect the one-half year period).

    Class I___________________________________________________Expenses Paid

    Beginning Ending During PeriodAccount Value Account Value March 1, 2020 -March 1, 2020 August 31, 2020 August 31, 2020*_____________ ______________ _______________

    Actual . . . . . . . . . . . . . . . . $1,000.00 $1,121.00 $5.35Hypothetical (5% return before expenses) . . . . . . $1,000.00 $1,020.16 $5.09

    * Expenses are equal to the Fund’s annualized expense ratio of 1.00%, multiplied by the averageaccount value over the period, multiplied by 184/365 (to reflect the one-half year period).

    6

    Dearborn Partners Rising Dividend FundExpense Example (Continued)(Unaudited)

  • 7

    Continued

    Dearborn Partners Rising Dividend FundInvestment Highlights(Unaudited)

    Common Stocks88.50%

    Real Estate Investment Trusts6.09%

    Short-Term Investments3.57%

    Master Limited Partnerships1.84%

    The Fund seeks current income, rising income over time, and long-term capital appreciation.Under normal market conditions, the Fund invests at least 80% of its net assets in the equitysecurities of companies that pay current dividends and that the Fund’s portfolio managersbelieve have the potential to increase their dividends with regularity. The Fund’s allocationof portfolio holdings as of August 31, 2020 was as follows:

    Portfolio Allocation(% of Investments)

    Average Annual Returns as of August 31, 2020(1)

    One Five Since Inception Year Year (4/10/13)____ _____ _____________

    Dearborn Partners Rising Dividend FundClass A (with sales charge) . . . . . . . . . . . . . . 5.88% 10.88% 9.50%Class A (without sales charge) . . . . . . . . . . . 11.43% 12.02% 10.26%Class C (with sales charge) . . . . . . . . . . . . . 9.58% 11.19% 9.44%Class C (without sales charge) . . . . . . . . . . . 10.58% 11.19% 9.44%Class I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.66% 12.29% 10.53%

    S&P 500 Total Return Index . . . . . . . . . . . . . . . 21.94% 14.46% 13.59%(1) With sales charge returns reflect the deduction of the current maximum initial sales charge of5.00% for Class A and the applicable contingent deferred sales charge for Class C. Returnswithout sales charges do not reflect the current maximum sales charges. Had the sales chargesbeen included, the returns would have been lower.

    Performance data quoted represents past performance and does not guaranteefuture results. The investment return and principal value of an investment willfluctuate so that an investor’s shares, when redeemed, may be worth more or less

  • $8,000

    $10,000

    $12,000

    $14,000

    $16,000

    $18,000

    $20,000

    $22,000

    $24,000

    $26,000$25,642

    $20,966$19,561$19,481

    8/31/13 8/31/14 8/31/15 8/31/164/10/13(2) 8/31/17 8/31/18 8/31/19 8/31/20

    Dearborn Partners Rising Dividend Fund – Class A(Includes 5.00% sales charge)

    Dearborn Partners Rising Dividend Fund – Class C

    Dearborn Partners Rising Dividend Fund – Class I

    S&P 500 Total Return Index

    than their original cost. Current performance of the Fund may be lower or higherthan the performance quoted. Performance data current to the most recent monthend may be obtained by calling (888) 983-3380.

    Investment performance reflects fee waivers in effect. In the absence of such waivers,total returns would be reduced.

    The returns shown assume reinvestment of Fund distributions and do not reflect thededuction of taxes that a shareholder would pay on Fund distributions or the redemptionof Fund shares. The following graph illustrates performance of a hypothetical investmentmade in the Fund and a broad-based securities index on the Fund’s inception date. Thegraph does not reflect any future performance.

    The S&P 500 Total Return Index is a stock market index based on the marketcapitalization of 500 leading companies publicly traded in the U.S. stock market, asdetermined by Standard & Poor’s. You cannot invest directly in an index.

    Growth of $10,000 Investment(1)

    (1) The minimum investment for Class I is $500,000.(2) The Fund commenced operations on April 10, 2013.

    8

    Dearborn Partners Rising Dividend FundInvestment Highlights (Continued)(Unaudited)

  • 9

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

    Dearborn Partners Rising Dividend Fund

    Schedule of Investments

    August 31, 2020 (Unaudited)

    Shares ValueCOMMON STOCKS – 88.41%

    Banks – 3.24%Glacier Bancorp, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170,555 $ 5,983,922Prosperity Bancshares, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,000 5,506,520___________

    11,490,442___________

    Beverages – 1.50%The Coca-Cola Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,039 5,301,642___________

    Biotechnology – 1.73%Gilead Sciences, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92,000 6,141,000___________

    Capital Markets – 2.73%Nasdaq, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,000 9,678,240___________

    Chemicals – 4.82%Air Products & Chemicals, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,786 8,705,256The Sherwin-Williams Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,500 8,388,125___________

    17,093,381___________

    Commercial Services & Supplies – 2.18%Republic Services, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83,500 7,742,120___________

    Containers & Packaging – 2.17%AptarGroup, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,000 7,695,350___________

    Diversified Telecommunication Services – 3.36%AT&T, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167,105 4,981,400Verizon Communications, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,100 6,940,517___________

    11,921,917___________

    Electric Utilities – 5.16%NextEra Energy, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,779 10,825,933Xcel Energy, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,673 7,480,582___________

    18,306,515___________

    Food & Staples Retailing – 4.61%Casey’s General Stores, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,500 8,092,175Costco Wholesale Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,700 8,239,542___________

    16,331,717___________

  • August 31, 2020 (Unaudited)

    Shares ValueFood Products – 3.29%John B Sanfilippo & Son, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,705 $ 3,082,466Lancaster Colony Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,500 3,643,260McCormick & Co., Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,900 4,928,180___________

    11,653,906___________

    Health Care Equipment & Supplies – 4.00%Becton Dickinson and Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,708 6,483,901Steris PLC (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,327 7,714,922___________

    14,198,823___________

    Hotels, Restaurants & Leisure – 1.97%McDonald’s Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,793 7,001,961___________

    Household Products – 2.11%Kimberly-Clark Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,500 7,493,600___________

    Insurance – 4.81%Arthur J. Gallagher & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,870 10,305,711Assurant, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,542 6,751,686___________

    17,057,397___________

    IT Services – 9.99%Automatic Data Processing, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,500 6,745,865Fidelity National Information Services, Inc. . . . . . . . . . . . . . . . . . . . . . 49,000 7,391,650International Business Machines Corp. . . . . . . . . . . . . . . . . . . . . . . . . 40,500 4,994,055Jack Henry & Associates, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,235 6,821,094MasterCard, Inc. – Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,510 9,495,617___________

    35,448,281___________

    Machinery – 3.91%Illinois Tool Works, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,598 7,427,485Snap-on, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,510 6,451,228___________

    13,878,713___________

    Oil, Gas & Consumable Fuels – 0.74%ONEOK, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,000 2,638,080___________

    Pharmaceuticals – 3.57%Johnson & Johnson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,124 6,002,013Merck & Co., Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,920 6,644,238___________

    12,646,251___________

    10

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

    Dearborn Partners Rising Dividend Fund

    Schedule of Investments (Continued)

  • August 31, 2020 (Unaudited)

    Shares ValueSemiconductors & Semiconductor Equipment – 7.14%Analog Devices, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,499 $ 8,473,683QUALCOMM, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,909 9,517,162Xilinx, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,277 7,320,052___________

    25,310,897___________

    Specialty Retail – 5.64%Home Depot, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000 8,551,200Tractor Supply Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,000 11,459,910___________

    20,011,110___________

    Technology Hardware, Storage & Peripherals – 5.71%Apple, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156,888 20,244,828___________

    Textiles, Apparel & Luxury Goods – 1.27%VF Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,571 4,508,543___________

    Trading Companies & Distributors – 2.76%Watsco, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000 9,799,600___________TOTAL COMMON STOCKS (Cost $202,754,089) . . . . . . . . . . . . . . . 313,594,314___________

    MASTER LIMITED PARTNERSHIPS – 1.84%Magellan Midstream Partners, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . 171,700 6,526,317___________TOTAL MASTER LIMITED PARTNERSHIPS (Cost $8,225,387) . . . . 6,526,317___________

    REAL ESTATE INVESTMENT TRUSTS – 6.08%American Tower Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,300 9,044,145Digital Realty Trust, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,000 7,471,200Realty Income Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,449 5,052,282___________TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $12,463,322) . 21,567,627___________

    11

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

    Dearborn Partners Rising Dividend Fund

    Schedule of Investments (Continued)

  • August 31, 2020 (Unaudited)

    Shares ValueSHORT-TERM INVESTMENTS – 3.57%Fidelity Investments Money Market Funds – Government Portfolio – Class I, 0.010% (b) . . . . . . . . . . . . . . . . . . . . 12,644,674 $ 12,644,674___________TOTAL SHORT-TERM INVESTMENTS (Cost $12,644,674) . . . . . . . . 12,644,674___________Total Investments (Cost $236,087,472) – 99.90% . . . . . . . . . . . . . . . 354,332,932Other Assets in Excess of Liabilities – 0.10% . . . . . . . . . . . . . . . . . . . . 346,366___________TOTAL NET ASSETS – 100.00% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $354,679,298______________________

    Percentages are stated as a percent of net assets.

    (a) Foreign issued security.(b) Seven day yield as of August 31, 2020.

    Abbreviations:PLC – Public Limited Company is a publicly traded company which signifies that shareholders have

    limited liability.

    The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusiveproperty of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS is a service markof MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.

    12

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

    Dearborn Partners Rising Dividend Fund

    Schedule of Investments (Continued)

  • August 31, 2020 (Unaudited)

    AssetsInvestments, at value (cost $236,087,472) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $354,332,932Dividends and interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 440,573Receivable for Fund shares sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 688,308Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,987___________Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 355,503,800___________

    LiabilitiesPayable for Fund shares redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272,888Payable to Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241,620Payable for distribution fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180,001Payable to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,247Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,746___________Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 824,502___________

    Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $354,679,298______________________Net assets consist of:Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $237,764,062Total distributable earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116,915,236___________Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $354,679,298______________________Class A Shares:Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 95,565,161Shares of beneficial interest issued and outstanding (unlimited number of shares authorized $0.001 par value) . . . . . . . . . . . . . . . . . . 5,067,200Net asset value and redemption price per share(1) . . . . . . . . . . . . . . . . . . . . . . . . . $ 18.86Maximum offering price per share ($18.86/0.95)(2) . . . . . . . . . . . . . . . . . . . . . . . . . $ 19.85______________________

    Class C Shares:Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $112,898,273Shares of beneficial interest issued and outstanding (unlimited number of shares authorized $0.001 par value) . . . . . . . . . . . . . . . . . . 6,028,724Net asset value, offering price and redemption price per share(1) . . . . . . . . . . . . . $ 18.73______________________

    Class I Shares:Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $146,215,864Shares of beneficial interest issued and outstanding (unlimited number of shares authorized $0.001 par value) . . . . . . . . . . . . . . . . . . 7,743,202Net asset value, offering price and redemption price per share . . . . . . . . . . . . . . . $ 18.88______________________

    (1) A contingent deferred sales charge (“CDSC”) of 1.00% may be charged on shares redeemedwithin one year of purchase. The CDSC on Class A Shares is applied only to purchases of$500,000 that are redeemed within 12 months of purchase. Redemption price per share is equalto net asset value less any redemption or CDSC fees.

    (2) Reflects a maximum sales charge of 5.00%.

    13

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

    Dearborn Partners Rising Dividend Fund

    Statement of Assets and Liabilities

  • Six Months Ended August 31, 2020 (Unaudited)

    Investment IncomeDividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,450,497Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,820__________Total Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,461,317__________

    ExpensesManagement fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,326,338Distribution fees – Class C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,851Administration fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139,083Distribution fees – Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,846Transfer agent fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,276Federal and state registration fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,064Custody fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,952Legal fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,488Reports to shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,568Audit and tax fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,824Chief Compliance Officer fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,544Trustees’ fees and related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,704Insurance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,744Pricing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 736Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,008__________Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,245,026Expense recoupment by Adviser (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (76,931)__________Net Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,168,095__________

    Net Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,293,222__________

    Realized and Unrealized Gain (Loss) on InvestmentsNet realized loss on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,304,927)Net change in unrealized appreciation on investments . . . . . . . . . . . . . . . . . . . . . . . 37,307,364

    Net Realized and Unrealized Gain on Investments . . . . . . . . . . . . . . . . . . . . . . . . 36,002,437__________Net Increase in Net Assets from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $37,295,659____________________

    14

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

    Dearborn Partners Rising Dividend Fund

    Statement of Operations

  • 15

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

    Dearborn Partners Rising Dividend Fund

    Statements of Changes in Net Assets

    Six Months EndedAugust 31, 2020 Year Ended (Unaudited) February 29, 2020_________________ _________________

    From OperationsNet investment income . . . . . . . . . . . . . . . . . . . . . . . $ 1,293,222 $ 1,654,828Net realized gain (loss) on:Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,304,927) 15,984Foreign currency translation . . . . . . . . . . . . . . . . . — (1,746)

    Net change in unrealized appreciation on:Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,307,364 19,635,682Foreign currency translation . . . . . . . . . . . . . . . . . — 552___________ ___________

    Net increase in net assets from operations . . . . . . . . . 37,295,659 21,305,300___________ ___________

    From Dividend and Distributions to ShareholdersNet dividend and distributions – Class A . . . . . . . . . (348,125) (1,109,576)Net dividend and distributions – Class C . . . . . . . . . (175,850) (639,494)Net dividend and distributions – Class I . . . . . . . . . . (700,441) (1,709,462)___________ ___________

    Net decrease in net assets resulting from dividend and distributions paid . . . . . . . . . . . . . (1,224,416) (3,458,532)___________ ___________

    From Capital Share TransactionsProceeds from shares sold – Class A . . . . . . . . . . . 7,699,455 24,031,766Proceeds from shares sold – Class C . . . . . . . . . . . 11,515,555 25,161,911Proceeds from shares sold – Class I . . . . . . . . . . . . 26,077,945 40,529,268Net asset value of shares issued to shareholders in payment of distributions declared – Class A . . . . 318,924 1,015,386Net asset value of shares issued to shareholders in payment of distributions declared – Class C . . . 166,344 619,860Net asset value of shares issued to shareholdersin payment of distributions declared – Class I . . . . 640,993 1,590,607Payments for shares redeemed – Class A . . . . . . . . (10,037,641) (10,472,088)Payments for shares redeemed – Class C . . . . . . . . (7,059,842) (11,577,358)Payments for shares redeemed – Class I . . . . . . . . (14,310,245) (16,503,260)___________ ___________

    Net increase in net assets from capital share transactions . . . . . . . . . . . . . . . . . 15,011,488 54,396,092___________ ___________Total Increase in Net Assets . . . . . . . . . . . . . . . . . . . 51,082,731 72,242,860___________ ___________

    Net AssetsBeginning of period . . . . . . . . . . . . . . . . . . . . . . . . . $303,596,567 $231,353,707___________ ___________End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $354,679,298 $303,596,567___________ ______________________ ___________

  • Per share Data for a Share Outstanding Throughout Each Period/Year

    Six Months EndedAugust 31, 2020(Unaudited)________________

    Net Asset Value, Beginning of Period/Year . . . . . . . . . . . . . . . . . . . . . . . . . . . $16.91______

    Income from investment operations:Net investment income(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.08Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . 1.94______

    Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.02______

    Less distributions paid:From net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.07)From net realized gain on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —______

    Total distributions paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.07)______

    Net Asset Value, End of Period/Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18.86____________

    Total Return(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.01%

    Supplemental Data and Ratios:Net assets, end of period/year (000’s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $95,565Ratio of expenses to average net assets:Before waivers, reimbursements of expenses and recoupments(4) . . . . . . . . . 1.30%After waivers, reimbursement of expenses and recoupments(4) . . . . . . . . . . . 1.25%

    Ratio of net investment income to average net assets:Before waivers, reimbursements of expenses and recoupments(4) . . . . . . . . . 0.93%After waivers, reimbursement of expenses and recoupments(4) . . . . . . . . . . . 0.98%

    Portfolio turnover rate(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.43%

    (1) Per share net investment income was calculated using average shares outstanding method.(2) Total return in the table represents the rate that the investor would have earned or lost on an

    investment in the Fund, assuming reinvestment of dividends. Excludes the effect of applicablesales charges.

    (3) Not annualized for periods less than one year.(4) Annualized for periods less than one year.(5) Effective May 1, 2017 the expense cap for Class A shares was decreased from 1.40% to 1.10%

    excluding Rule 12b-1 fees of 0.25%.(6) Effective June 28, 2019 the expense cap for Class A shares was decreased from 1.10% to 1.00%

    excluding Rule 12b-1 fees of 0.25%.

    16

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

    Dearborn Partners Rising Dividend Fund – Class A

    Financial Highlights

  • 17

    Year Ended Year Ended Year Ended Year Ended Year Ended February 29, February 28, February 28, February 28, February 29,

    2020 2019 2018 2017 2016____________ ____________ ____________ ____________ ____________$15.63 $14.09 $13.27 $11.44 $12.38______ ______ ______ ______ ______

    0.13 0.19 0.16 0.15 0.161.38 1.53 0.87 1.79 (0.95)______ ______ ______ ______ ______1.51 1.72 1.03 1.94 (0.79)______ ______ ______ ______ ______

    (0.13) (0.18) (0.21) (0.11) (0.15)(0.10) — — — —______ ______ ______ ______ ______(0.23) (0.18) (0.21) (0.11) (0.15)______ ______ ______ ______ ______

    $16.91 $15.63 $14.09 $13.27 $11.44______ ______ ______ ______ ____________ ______ ______ ______ ______

    9.58% 12.33% 7.85% 17.02% -6.41%

    $88,097 $68,240 $69,227 $70,449 $60,633

    1.31% 1.33% 1.36% 1.37% 1.40%1.27%(6) 1.34% 1.36%(5) 1.40% 1.43%

    0.70% 1.30% 1.13% 1.25% 1.33%0.74%(6) 1.29% 1.13%(5) 1.22% 1.30%4.13% 13.69% 12.05% 5.07% 18.19%

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

  • Per share Data for a Share Outstanding Throughout Each Period/Year

    Six Months EndedAugust 31, 2020(Unaudited)________________

    Net Asset Value, Beginning of Period/Year . . . . . . . . . . . . . . . . . . . . . . . . . . . $16.82______

    Income from investment operations:Net investment income (loss)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.02Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . 1.92______

    Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.94______

    Less distributions paid:From net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.03)From net realized gain on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —______

    Total distributions paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.03)______

    Net Asset Value, End of Period/Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18.73____________

    Total Return(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.57%

    Supplemental Data and Ratios:Net assets, end of period/year (000’s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $112,898Ratio of expenses to average net assets:Before waivers, reimbursements of expenses and recoupments(4) . . . . . . . . . 2.05%After waivers, reimbursement of expenses and recoupments(4) . . . . . . . . . . . 2.00%

    Ratio of net investment income to average net assets:Before waivers, reimbursements of expenses and recoupments(4) . . . . . . . . . 0.17%After waivers, reimbursement of expenses and recoupments(4) . . . . . . . . . . . 0.22%

    Portfolio turnover rate(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.43%

    (1) Per share net investment income was calculated using average shares outstanding method.(2) Total return in the table represents the rate that the investor would have earned or lost on an

    investment in the Fund, assuming reinvestment of dividends. Excludes the effect of applicablesales charges.

    (3) Not annualized for periods less than one year.(4) Annualized for periods less than one year.(5) Effective May 1, 2017 the expense cap for Class C shares was decreased from 2.15% to 1.10%

    excluding Rule 12b-1 fees of 1.00%.(6) Effective June 28, 2019 the expense cap for Class C shares was decreased from 1.10% to 1.00%

    excluding Rule 12b-1 fees of 1.00%.(7) Amount is between $(0.005) and 0.005.

    18

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

    Dearborn Partners Rising Dividend Fund – Class C

    Financial Highlights

  • 19

    Year Ended Year Ended Year Ended Year Ended Year Ended February 29, February 28, February 28, February 28, February 29,

    2020 2019 2018 2017 2016____________ ____________ ____________ ____________ ____________$15.56 $14.02 $13.20 $11.39 $12.33______ ______ ______ ______ ______

    (0.00)(7) 0.08 0.05 0.06 0.071.38 1.53 0.87 1.78 (0.95)______ ______ ______ ______ ______1.38 1.61 0.92 1.84 (0.88)______ ______ ______ ______ ______

    (0.02) (0.07) (0.10) (0.03) (0.06)(0.10) — — — —______ ______ ______ ______ ______(0.12) (0.07) (0.10) (0.03) (0.06)______ ______ ______ ______ ______

    $16.82 $15.56 $14.02 $13.20 $11.39______ ______ ______ ______ ____________ ______ ______ ______ ______

    8.81% 11.51% 7.01% 16.14% -7.13%

    $96,800 $76,881 $74,254 $79,949 $66,891

    2.06% 2.08% 2.11% 2.12% 2.15%2.02%(6) 2.09% 2.11%(5) 2.15% 2.18%

    (0.05)% 0.55% 0.39% 0.50% 0.58%(0.01)%(6) 0.54% 0.39%(5) 0.47% 0.55%4.13% 13.69% 12.05% 5.07% 18.19%

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

  • Per share Data for a Share Outstanding Throughout Each Period/Year

    Six Months EndedAugust 31, 2020(Unaudited)________________

    Net Asset Value, Beginning of Period/Year . . . . . . . . . . . . . . . . . . . . . . . . . . . $16.94______

    Income from investment operations:Net investment income(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.10Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . 1.93______

    Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.03______

    Less distributions paid:From net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.09)From net realized gain on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —______

    Total distributions paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.09)______

    Net Asset Value, End of Period/Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18.88____________

    Total Return(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.10%

    Supplemental Data and Ratios:Net assets, end of period/year (000’s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $146,216Ratio of expenses to average net assets:Before waivers, reimbursements of expenses and recoupments(4) . . . . . . . . . 1.05%After waivers, reimbursement of expenses and recoupments(4) . . . . . . . . . . . 1.00%

    Ratio of net investment income to average net assets:Before waivers, reimbursements of expenses and recoupments(4) . . . . . . . . . 1.16%After waivers, reimbursement of expenses and recoupments(4) . . . . . . . . . . . 1.21%

    Portfolio turnover rate(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.43%

    (1) Per share net investment income was calculated using average shares outstanding method.(2) Total return in the table represents the rate that the investor would have earned or lost on an

    investment in the Fund, assuming reinvestment of dividends.(3) Not annualized for periods less than one year.(4) Annualized for periods less than one year.(5) Effective May 1, 2017 the expense cap for Class I shares was decreased from 1.15% to 1.10%.(6) Effective June 28, 2019 the expense cap for Class I shares was decreased from 1.10% to 1.00%.

    20

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

    Dearborn Partners Rising Dividend Fund – Class I

    Financial Highlights

  • 21

    Year Ended Year Ended Year Ended Year Ended Year Ended February 29, February 28, February 28, February 28, February 29,

    2020 2019 2018 2017 2016____________ ____________ ____________ ____________ ____________$15.65 $14.11 $13.29 $11.46 $12.40______ ______ ______ ______ ______

    0.17 0.23 0.19 0.19 0.191.38 1.53 0.88 1.78 (0.95)______ ______ ______ ______ ______1.55 1.76 1.07 1.97 (0.76)______ ______ ______ ______ ______

    (0.16) (0.22) (0.25) (0.14) (0.18)(0.10) — — — —______ ______ ______ ______ ______(0.26) (0.22) (0.25) (0.14) (0.18)______ ______ ______ ______ ______

    $16.94 $15.65 $14.11 $13.29 $11.46______ ______ ______ ______ ____________ ______ ______ ______ ______

    9.89% 12.61% 8.13% 17.27% -6.18%

    $118,700 $86,233 $61,091 $54,379 $31,788

    1.06% 1.08% 1.11% 1.12% 1.15%1.02%(6) 1.09% 1.11%(5) 1.15% 1.18%

    0.96% 1.56% 1.37% 1.51% 1.59%1.00%(6) 1.55% 1.37%(5) 1.48% 1.56%4.13% 13.69% 12.05% 5.07% 18.19%

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

  • (1) Organization

    Trust for Professional Managers (the “Trust”) was organized as a Delaware statutorytrust under a Declaration of Trust dated May 29, 2001. The Trust is registered under theInvestment Company Act of 1940, as amended (the “1940 Act”), as an open-endmanagement investment company. The Dearborn Partners Rising Dividend Fund (the“Fund”) represents a distinct, diversified series with its own investment objectives andpolicies within the Trust. The investment objective of the Fund is to seek current income,rising income over time, and long-term capital appreciation. The Trust may issue anunlimited number of shares of beneficial interest at $0.001 par value. The assets of theFund are segregated, and a shareholder’s interest is limited to the class in which sharesare held. The Fund currently offers three classes of shares, Class A, Class C andClass I. Each class of shares has identical rights and privileges except with respect toclass-specific expenses and voting rights on matters affecting a single class of shares.The classes differ principally in their respective expenses. Class A shares are subject toan initial maximum sales charge of 5.00% imposed at the time of purchase. The salescharge declines as the amount purchased increases in accordance with the Fund’scurrent Prospectus. Class A shares are subject to a contingent deferred sales charge of1.00% for purchases made at the $500,000 breakpoint that are redeemed within twelvemonths of purchase. Class C shares are subject to a 1.00% contingent deferred salescharge for redemptions made within twelve months of purchase, in accordance with theFund’s current Prospectus. The contingent deferred sales charge for Class C Shares is1.00% of the lesser of the original cost or the current market value of shares beingredeemed. Class I shares are no-load shares. Class A and Class C shares are subjectto a 0.25% and 1.00% distribution fee, respectively. The Fund is an investmentcompany and accordingly follows the investment company accounting and reportingguidance of the Financial Accounting Standards Board (“FASB”) Accounting StandardCodification Topic 946 “Financial Services—Investment Companies”. The Fund becameeffective and commenced operations on April 10, 2013.

    (2) Significant Accounting Policies

    The following is a summary of significant accounting policies consistently followed bythe Fund in the preparation of the financial statements. These policies are in conformitywith generally accepted accounting principles in the United States of America (“GAAP”).

    (a) Investment Valuation

    Each security owned by the Fund that is listed on a securities exchange is valued atits last sale price on that exchange on the date as of which assets are valued. Whenthe security is listed on more than one exchange, the Fund will use the price of theexchange that the Fund generally considers to be the principal exchange on whichthe stock is traded.

    Portfolio securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”) will bevalued at the NASDAQ Official Closing Price (“NOCP”), which may not necessarilyrepresent the last sale price. If there has been no sale on such exchange or on

    22

    Dearborn Partners Rising Dividend FundNotes to Financial StatementsAugust 31, 2020 (Unaudited)

  • NASDAQ on such day, the security is valued at the mean between the most recent bidand asked prices on such day or the security shall be valued at the latest sales priceon the “composite market” for the day such security is being valued. The compositemarket is defined as a consolidation of the trade information provided by nationalsecurities and foreign exchanges and over-the-counter markets as published by anapproved pricing service (“Pricing Service”).

    Debt securities, including short-term debt instruments having a maturity of 60 days orless, are valued at the mean in accordance with prices supplied by an approved PricingService. Pricing Services may use various valuation methodologies such as the meanbetween the bid and the asked prices, matrix pricing and other analytical pricing modelsas well as market transactions and dealer quotations. If a price is not available from aPricing Service, the most recent quotation obtained from one or more broker-dealersknown to follow the issue will be obtained. Quotations will be valued at the meanbetween the bid and the offer. Any discount or premium is accreted or amortized usingthe constant yield to maturity method. Constant yield amortization takes into accountthe income that is produced on a debt security. This accretion/amortization type utilizesthe discount rate used in computing the present value of all future principal and interestpayments made by a debt instrument and produces an amount equal to the cost of thedebt instrument.

    Money market funds, demand notes and repurchase agreements are valued at cost. Ifcost does not represent current market value the securities will be priced at fair value.

    Redeemable securities issued by open-end, registered investment companies arevalued at the net asset values (“NAVs”) of such companies for purchase and/orredemption orders placed on that day. All exchange-traded funds are valued at thelast reported sale price on the exchange on which the security is principally traded.

    Foreign securities will be priced in their local currencies as of the close of theirprimary exchange or market or as of the time the Fund calculates its NAV, whicheveris earlier. Foreign securities, currencies and other assets denominated in foreigncurrencies are then translated into U.S. dollars at the exchange rate of suchcurrencies against the U.S. dollar, as provided by an approved pricing service orreporting agency. All assets denominated in foreign currencies will be converted intoU.S. dollars using the applicable currency exchange rates as of the close of theNYSE, generally 4:00 p.m. Eastern Time.

    If market quotations are not readily available, a security or other asset will be valuedat its fair value as determined under fair value pricing procedures approved by theBoard of Trustees. These fair value pricing procedures will also be used to price asecurity when corporate events, events in the securities market and/or world eventscause the Adviser to believe that a security’s last sale price may not reflect its actualfair value. The intended effect of using fair value pricing procedures is to ensure thatthe Fund is accurately priced. The Board of Trustees will regularly evaluate whetherthe Fund’s fair value pricing procedures continue to be appropriate in light of thespecific circumstances of the Fund and the quality of prices obtained through theapplication of such procedures by the Trust’s valuation committee.

    23

    Dearborn Partners Rising Dividend FundNotes to Financial Statements (Continued)August 31, 2020 (Unaudited)

  • FASB Accounting Standards Codification, “Fair Value Measurements andDisclosures” Topic 820 (“ASC 820”), establishes an authoritative definition of fairvalue and sets out a hierarchy for measuring fair value. ASC 820 requires an entity toevaluate certain factors to determine whether there has been a significant decrease involume and level of activity for the security such that recent transactions and quotedprices may not be determinative of fair value and further analysis and adjustment maybe necessary to estimate fair value. ASC 820 also requires enhanced disclosuresregarding the inputs and valuation techniques used to measure fair value in thoseinstances as well as expanded disclosure of valuation levels for each class ofinvestments. 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 similarsecurities, interest rates, prepayment speeds, credit risk, etc.).

    Level 3—Significant unobservable inputs (including the Fund’s own assumptionsin determining the fair value of investments).

    The inputs or methodology used for valuing securities are not necessarily anindication of the risk associated with investing in those securities. The following is asummary of the inputs used to value the Fund’s investments carried at fair value as ofAugust 31, 2020:

    Level 1 Level 2 Level 3 Total______ ______ ______ ______AssetsCommon Stocks(1) $313,594,314 $ — $ — $313,594,314Master Limited Partnerships 6,526,317 — — 6,526,317Real Estate Investment Trusts 21,567,627 — — 21,567,627Short-Term Investments 12,644,674 — — 12,644,674___________ ____ ____ ___________Total Investments $354,332,932 $ — $ — $354,332,932___________ ____ ____ ______________________ ____ ____ ___________(1) See the Schedule of Investments for industry classifications.

    The Fund measures Level 3 activity as of the end of the period. For the six monthsended August 31, 2020, the Fund did not have any significant unobservable inputs(Level 3 securities) used in determining fair value. Therefore, a reconciliation ofassets in which significant unobservable inputs (Level 3) were used in determiningfair value is not applicable.

    The Fund did not hold financial derivative instruments during the reporting period.

    (b) Foreign Securities and Currency Transactions

    Investment securities and other assets and liabilities denominated in foreign currenciesare translated into U.S. dollar amounts at the date of valuation. Purchases and sales ofinvestment securities and income and expense items denominated in foreign currenciesare translated into U.S. dollar amounts on the respective dates of such transactions.

    24

    Dearborn Partners Rising Dividend FundNotes to Financial Statements (Continued)August 31, 2020 (Unaudited)

  • The Fund does not isolate the portion of the results of operations from changes inforeign exchange rates on investments from the fluctuations arising from changes inmarket prices of securities held. Realized foreign exchange gains or losses arising fromsales of portfolio securities and sales and maturities of short-term securities are reportedwithin realized gain (loss) on investments. Net unrealized foreign exchange gains andlosses arising from changes in the values of investments in securities from fluctuationsin exchange rates are reported within unrealized gain (loss) on investments.

    (c) Federal Income Taxes

    The Fund complies with the requirements of Subchapter M of the Internal RevenueCode of 1986, as amended, necessary to qualify as a regulated investment companyand makes the requisite distributions of income and capital gains to its shareholderssufficient to relieve it of all or substantially all federal income taxes. Therefore, nofederal income tax provision has been provided.

    As of and during the six months ended August 31, 2020, the Fund did not have aliability for any unrecognized tax benefits. The Fund recognizes interest andpenalties, if any, related to unrecognized tax benefits as income tax expense in theStatement of Operations. During the six months ended August 31, 2020, the Fund didnot incur any interest or penalties. At August 31, 2020, the fiscal years 2017 through2020 remained open to examination in the Fund’s major tax jurisdictions.

    (d) Distributions to Shareholders

    The Fund will distribute any net investment income and any net realized long- or short-term capital gains at least annually, and as frequently as quarterly. Distributions fromnet 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 toshareholders are recorded on the ex-dividend date. The Fund may also pay a specialdistribution at the end of the calendar year to comply with federal tax requirements.Income and capital gains distributions may differ from GAAP, primarily due to timingdifferences in the recognition of income, gains and losses by the Fund. GAAP requiresthat certain components of net assets relating to permanent differences be reclassifiedbetween the components of net assets. These reclassifications have no effect on netassets or NAV per share.

    (e) Use of Estimates

    The preparation of financial statements in conformity with GAAP requires managementto make estimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during the reportingperiod. Actual results could differ from those estimates.

    (f) Share Valuation

    The NAV per share of the Fund is calculated by dividing the sum of the value of thesecurities held by the Fund, plus cash or other assets, minus all liabilities (includingestimated accrued expenses) by the total number of shares outstanding for the Fund,rounded to the nearest cent. The Fund’s shares will not be priced on the days onwhich the NYSE is closed for trading.

    25

    Dearborn Partners Rising Dividend FundNotes to Financial Statements (Continued)August 31, 2020 (Unaudited)

  • (g) 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 Fund are allocated daily to each class of shares basedupon the ratio of net assets represented by each class as a percentage of the netassets of the Fund. Expenses deemed directly attributable to a class of shares arerecorded by the specific class. Most Fund expenses are allocated by class based onrelative net assets. Distribution fees are expensed at 0.25% and 1.00% of averagedaily net assets of the Class A and Class C shares, respectively. Expenses associatedwith a specific fund in the Trust are charged to that fund. Common Trust expenses aretypically allocated evenly between the funds of the Trust, or by other equitable means.

    (h) Other

    Investment transactions are recorded on the trade date. The Fund determines thegain or loss from investment transactions on the identified cost basis by comparingthe original cost of the security lot sold with the net sale proceeds. Dividend income,less foreign withholding tax, is recognized on the ex-dividend date and interestincome is recognized on an accrual basis. Withholding taxes on foreign dividendshave been provided for in accordance with the Fund’s understanding of the applicablecountry’s tax rules and rates. Distributions received from the Fund’s investments inMLPs and REITs are comprised of ordinary income, capital gains and return ofcapital, as applicable. For financial statement purposes, the Fund uses estimates tocharacterize these distributions received as return of capital, capital gains or ordinaryincome. Such estimates are based on historical information available from each MLPor REIT and other industry sources. These estimates may subsequently be revisedbased on information received for the security after its tax reporting periods areconcluded, as the actual character of these distributions is not known until after thefiscal year end of the Fund. Changes to estimates will be recorded in the period theyare known. The distributions received from MLP and REIT securities that have beenclassified as income and capital gains are included in dividend income and netrealized gain on investments, respectively, on the Statement of Operations. Thedistributions received that are classified as return of capital reduced the cost ofinvestments on the Statement of Assets and Liabilities.

    (3) Federal Tax Matters

    The tax character of distributions paid during the years ended February 29, 2020 andFebruary 28, 2019:

    February 29, 2020 February 28, 2019_______________ _______________Ordinary Income $1,714,124 $2,149,785Long-Term Capital Gain $1,744,408 $ —

    The Fund designated as long-term capital gain dividend, pursuant to Internal RevenueCode Section 852(b)(3), the amount necessary to reduce the earnings and profits ofthe Fund related to net capital gain to zero for the tax year ended February 29, 2020.

    26

    Dearborn Partners Rising Dividend FundNotes to Financial Statements (Continued)August 31, 2020 (Unaudited)

  • As of February 29, 2020, the components of accumulated earnings on a tax basiswere as follows:

    Cost basis of investments for federal income tax purposes $221,692,887______________________Gross tax unrealized appreciation 86,195,402Gross tax unrealized depreciation (5,491,032)___________Net tax unrealized appreciation 80,704,370______________________Undistributed ordinary income 121,927Undistributed long-term capital gain 17,696___________Total distributable earnings 139,623______________________Other accumulated losses —___________Total accumulated gains $ 80,843,993______________________

    The tax basis of investments for tax and financial reporting purposes differs principallydue to partnership adjustments.

    As of February 29, 2020, no permanent tax adjustments were required to be made onthe Statement of Assets and Liabilities.

    (4) Investment Adviser

    The Trust has an Investment Advisory Agreement (the “Agreement”) with DearbornPartners, L.L.C. (the “Adviser”) to furnish investment advisory services to the Fund.Under the terms of the Agreement, the Fund compensates the Adviser for itsmanagement services at the annual rate of 0.85% of the Fund’s average daily net assets.

    The Adviser has contractually agreed to waive its management fee and/or reimburse theFund’s other expenses at least through June 28, 2022, at the discretion of the Adviserand the Board of Trustees, to the extent necessary to ensure that the Fund’s operatingexpenses (exclusive of front-end or contingent deferred sales loads, Rule 12b-1 planfees, shareholder servicing plan fees, taxes, leverage (i.e., any expenses incurred inconnection with borrowings made by the Fund), interest (including interest incurred inconnection with borrowings made by the Fund), brokerage commissions and othertransactional expenses, acquired fund fees and expenses, dividends or interest expenseon short positions, expenses incurred in connection with any merger or reorganization orextraordinary expenses such as litigation, collectively “Excluded Expenses”) do notexceed 1.00% (the “Expense Limitation Cap”) of the Fund’s average daily net assets.Any such waiver or reimbursement is subject to later adjustment to allow the Adviser torecoup amounts waived or reimbursed within three years from the date such amountwas waived or reimbursed, subject to the operating expense limitation agreement, ifsuch recoupments will not cause the Fund to exceed the lesser of: (1) the expenselimitation in place at the time of the waiver; or (2) the expense limitation in place at the

    27

    Dearborn Partners Rising Dividend FundNotes to Financial Statements (Continued)August 31, 2020 (Unaudited)

  • time of the recoupment.The following table shows the remaining waived or reimbursedexpenses subject to potential recovery expiring during the period ending:

    Class A Class C Class I_______ ________ _______February 28, 2023 . . . . . . . . . . . . . . 29,951 32,694 40,014August 31, 2023 . . . . . . . . . . . . . . . 21,093 24,726 31,112

    (5) Distribution Plan

    The Trust has adopted a plan pursuant to Rule 12b-1 (the “12b-1 Plan”), on behalf ofthe Fund, which authorizes it to pay Quasar Distributors, LLC (“Quasar” or the“Distributor”) a distribution fee of 0.25% and 1.00% of the Fund’s average daily netassets of Class A and Class C shares, respectively for services to prospective Fundshareholders and distribution of Fund shares. The following table details the feesearned pursuant to the 12b-1 Plan during the six months ended August 31, 2020, aswell as the fees owed as of August 31, 2020.

    Fees Earned Fees Owed as ofDuring Period August 31, 2020_____________ _______________

    Class A . . . . . . . . . . . . . . . . . . . . . . $106,846 $ 23,101Class C . . . . . . . . . . . . . . . . . . . . . . $500,851 $156,900

    The Distributor acts as the Fund’s principal underwriter in a continuous public offeringof the Fund’s shares. The Distributor was an affiliate of U.S. Bancorp Fund Services,LLC (doing business as U.S. Bank Global Fund Services (“Fund Services”)) and U.S.Bank, N.A. (“U.S. Bank”) through March 30, 2020. Effective March 31, 2020, ForesideFinancial Group, LLC (“Foreside”) acquired Quasar, the Fund’s Distributor, from U.S.Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealersubsidiary of Foreside and is no longer affiliated with Fund Services. The Board ofTrustees of the Trust has approved a new Distribution Agreement to enable Quasar tocontinue serving as the Fund’s principal underwriter.

    (6) Related Party Transactions

    Fund Services acts as the Fund’s Administrator and Fund Accountant under anAdministration Agreement. Fund Services prepares various federal and state regulatoryfilings, reports and returns for the Fund; prepares reports and materials to be suppliedto the Trustees; monitors the activities of the Fund’s custodian, transfer agent andaccountants; coordinates the preparation and payment of the Fund’s expenses; andreviews the Fund’s expense accruals. Fund Services also serves as the transfer agentto the Fund. U.S. Bank, an affiliate of Fund Services, serves as the Fund’s custodian.The Trust’s Chief Compliance Officer is also an employee of Fund Services.

    28

    Dearborn Partners Rising Dividend FundNotes to Financial Statements (Continued)August 31, 2020 (Unaudited)

  • The following table details the fees earned for each service during the six monthsended August 31, 2020, as well as the fees owed as of August 31, 2020.

    Fees Earned Fees Owed as ofDuring Period August 31, 2020_____________ _______________

    Administration/Accounting and Pricing $139,819 $72,854Custody 15,952 8,112Transfer agent 71,052(1) 29,430Chief Compliance Officer 7,544 3,851(1) This amount does not include sub-transfer agency fees, therefore it does not agree tothe amount on the Statement of Operations.

    The Fund also has a line of credit with U.S. Bank (see Note 10).

    Certain officers of the Fund are also employees of Fund Services. A Trustee of theTrust is affiliated with Fund Services and U.S. Bank.

    (7) Capital Share Transactions

    Six Months Ended Year EndedAugust 31, 2020 February 29, 2020________________ ________________

    Class AShares sold . . . . . . . . . . . . . . . . . . . 461,110 1,386,990Shares redeemed . . . . . . . . . . . . . . (622,979) (601,013)Shares issued in reinvestment of dividends . . . . . . . 19,574 57,742_________ __________Net increase (decrease) . . . . . . . . . (142,295) 843,719_________ ___________________ __________Class CShares sold . . . . . . . . . . . . . . . . . . . 692,251 1,463,269Shares redeemed . . . . . . . . . . . . . . (430,696) (681,590)Shares issued in reinvestment of dividends . . . . . . . 10,776 34,778_________ __________Net increase (decrease) . . . . . . . . . 272,331 816,457_________ ___________________ __________Class IShares sold . . . . . . . . . . . . . . . . . . . 1,558,395 2,368,277Shares redeemed . . . . . . . . . . . . . . (862,663) (960,017)Shares issued in reinvestment of dividends . . . . . . . 39,413 90,846_________ __________Net increase . . . . . . . . . . . . . . . . . . 735,145 1,499,106_________ ___________________ __________

    (8) Investment Transactions

    The aggregate purchases and sales of securities, excluding short-term investments,for the Fund for the six months ended August 31, 2020, were $25,051,721 and$10,385,852, respectively. There were no purchases or sales of U.S. governmentsecurities for the Fund.

    29

    Dearborn Partners Rising Dividend FundNotes to Financial Statements (Continued)August 31, 2020 (Unaudited)

  • (9) Beneficial Ownership

    The beneficial ownership, either directly or indirectly, of more than 25% of the votingsecurities of a fund creates a presumption of control of the fund, under Section 2(a)(9)of the 1940 Act. At August 31, 2020, the following entities held over 25% of theFund’s shares outstanding for the benefit of their customers:

    Class APershing, LLC 40.32%Charles Schwab & Co., Inc. 39.63%

    Class CCharles Schwab & Co., Inc. 57.65%

    Class ICharles Schwab & Co., Inc. 41.16%

    (10) Line of Credit

    At August 31, 2020, the Fund had a line of credit in the amount of the lesser of$20,000,000, or 33.33% of the fair value of unencumbered assets, which matures onAugust 7, 2021. This unsecured line of credit is intended to provide short-termfinancing, if necessary, subject to certain restrictions, in connection with shareholderredemptions. The credit facility is with the Fund’s custodian, U.S. Bank. Interest wasaccrued at the prime rate of 4.75% from March 1, 2020 through March 2, 2020,4.25% from March 3, 2020 through March 14, 2020 and 3.25% thereafter. During thesix months ended August 31, 2020, the Fund did not utilize the line of credit and therewas no interest accrued.

    (11) Subsequent Events

    On September 29, 2020, the Fund declared and paid a distribution from ordinaryincome to the shareholders of record on September 28, 2020 of $169,085, $47,475and $321,630 for Class A, C, and I shares, respectively.

    U.S. and international markets have experienced significant periods of volatility inrecent months and years due to a number of economic, political and global macrofactors, including the impact of the coronavirus as a global pandemic and relatedpublic health issues, business interruptions, growth concerns in the U.S. andoverseas, uncertainties regarding interest rates, trade tensions and the threat of tariffsimposed by the U.S. and other countries. These developments as well as otherevents, such as the upcoming U.S. presidential election, could result in further marketvolatility and negatively affect financial asset prices, the liquidity of certain securitiesand the normal operations of securities exchanges and other markets. As a result, therisk environment remains elevated. The Fund’s investment adviser will monitordevelopments and seek to manage the Fund in a manner consistent with achievingthe Fund’s investment objective, but there can be no assurance that it will besuccessful in doing so.

    30

    Dearborn Partners Rising Dividend FundNotes to Financial Statements (Continued)August 31, 2020 (Unaudited)

  • The Board of Trustees (the “Trustees”) of Trust for Professional Managers (the “Trust”)met on August 18, 2020 to consider the renewal of the Investment Advisory Agreement(the “Agreement”) between the Trust, on behalf of the Dearborn Partners Rising DividendFund (the “Fund”), a series of the Trust, and the Adviser. The Trustees also met at a priormeeting held on June 25, 2020 (the “June 25, 2020 Meeting”) to review materials relatedto the renewal of the Agreement. Prior to these meetings, the Trustees requested andreceived materials to assist them in considering the renewal of the Agreement. Thematerials provided contained information with respect to the factors enumerated below,including a copy of the Agreement, a memorandum prepared by the Trust’s outside legalcounsel discussing in detail the Trustees’ fiduciary obligations and the factors they shouldassess in considering the renewal of the Agreement, detailed comparative informationrelating to the Fund’s performance, as well as the management fees and other expensesof the Fund, due diligence materials relating to the Adviser (including a due diligencequestionnaire completed on behalf of the Fund by the Adviser, the Adviser’s Form ADV,select financial statements of the Adviser, bibliographic information of the Adviser’s keymanagement and compliance personnel, comparative fee information for the Fund and theAdviser’s other separately-managed accounts and a summary detailing key provisions ofthe Adviser’s written compliance program, including its code of ethics) and other pertinentinformation. The Trustees also received information periodically throughout the year thatwas relevant to the Agreement renewal process, including performance, management feeand other expense information. Based on their evaluation of the information provided bythe Adviser, in conjunction with the Fund’s other service providers, the Trustees, by aunanimous vote (including a separate vote of the Trustees who are not “interestedpersons,” as that term is defined in the 1940 Act, as amended (the “IndependentTrustees”)), approved the continuation of the Agreement for an additional one-year termending August 31, 2021.

    DISCUSSION OF FACTORS CONSIDERED

    In considering the renewal of the Agreement and reaching their conclusions, the Trusteesreviewed and analyzed various factors that they determined were relevant, including thefactors enumerated below.

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

    The Trustees considered the nature, extent and quality of services provided by the Adviserto the Fund and the amount of time devoted by the Adviser’s staff to the Fund’s operations.The Trustees considered the Adviser’s specific responsibilities in all aspects of day-to-daymanagement of the Fund, as well as the qualifications, experience and responsibilities ofCarol M. Lippman and Michael B. Andelman, the Fund’s portfolio managers, and other keypersonnel at the Adviser involved in the day-to-day activities of the Fund. The Trusteesreviewed information provided by the Adviser in a due diligence summary, including thestructure of the Adviser’s compliance program and discussed the Adviser’s marketingactivities and its continuing commitment to the Fund. The Trustees noted that during thecourse of the prior year they had met with the Adviser to discuss various performance,marketing and compliance issues. The Trustees also noted any services that extendedbeyond portfolio management, and they considered the brokerage practices of the Adviser.

    31

    Dearborn Partners Rising Dividend FundBasis for Trustees’ Approval of Investment Advisory Agreement(Unaudited)

  • The Trustees discussed the Adviser’s handling of compliance matters, including the reportsof the Trust’s chief compliance officer to the Trustees on the effectiveness of the Adviser’scompliance program. The Trustees also considered the Adviser’s overall financialcondition, as well as the implementation and operational effectiveness of the Adviser’sbusiness continuity plan in response to the novel coronavirus (COVID-19) pandemic andchallenges to day-to-day operations in a predominately work-from-home environment. TheTrustees concluded that the Adviser had sufficient quality and depth of personnel,resources, investment methods and compliance policies and procedures essential toperforming its duties under the Agreement and that the nature, overall quality and extent ofthe management services provided to the Fund, as well as the Adviser’s complianceprogram, were satisfactory and reliable.

    2. INVESTMENT PERFORMANCE OF THE FUND AND THE ADVISER

    The Trustees discussed the performance of the Class I shares of the Fund for the quarter,one-year, three-year, five-year and since inception periods ended March 31, 2020. Inassessing the quality of the portfolio management services delivered by the Adviser, theTrustees also compared the short-term and longer-term performance of the Class I sharesof the Fund on both an absolute basis and in comparison to a benchmark index (theS&P 500® Total Return Index) and in comparison to a peer group of U.S. open-end largeblend funds in the Fund’s current Morningstar category as constructed by data presentedby Morningstar Direct (the “Morningstar Peer Group”). The Trustees also reviewedinformation on the historical performance of a composite of other separately-managedaccounts of the Adviser that were similar to the Fund in terms of investment strategy andmanaged by the same portfolio management team as the Fund.

    The Trustees noted the performance of the Class I shares of the Fund for each of thequarter, one-year, three-year, and five-year periods ended March 31, 2020 was above thatof the Morningstar Peer Group median. The Trustees further noted that for the five-yearand since inception periods ended March 31, 2020, the Class I shares of the Fundunderperformed the S&P 500® Total Return Index, but outperformed the Index for thequarter, one-year and three-year periods ended March 31, 2020. The Trustees alsoreviewed the Fund’s performance relative to the Adviser ’s composite of otherseparately-managed accounts with a similar investment strategy.

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

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

    The Trustees considered the cost of services and the structure of the Adviser’s fees,including a review of the expense analyses and other pertinent material with respect to theFund. The Trustees reviewed the related statistical information and other materialsprovided, including the comparative expenses, expense components and peer groupselection. The Trustees considered the cost structure of the Fund relative to itsMorningstar Peer Group.

    32

    Dearborn Partners Rising Dividend FundBasis for Trustees’ Approval of Investment Advisory Agreement(Continued) (Unaudited)

  • The Trustees also considered the overall profitability of the Adviser, reviewing the Adviser’sfinancial information and noting that the Adviser provided subsidies for the Fund’soperations since its inception and has not yet fully recouped those subsidies. The Trusteesalso examined the level of profits that could be expected to accrue to the Adviser from thefees payable under the Agreement and the expense recoupment of the Adviser withrespect to the Fund, as well as the Fund’s brokerage practices, noting the Adviser makesno effort to seek soft dollar arrangements. These considerations were based on materialsrequested by the Trustees and the Fund’s administrator specifically for the June 25, 2020Meeting and the August 18, 2020 meeting at which the Agreement was formallyconsidered, as well as the reports prepared by the Adviser over the course of the year.

    The Trustees noted that the Fund’s contractual management fee of 0.85% was above theMorningstar Peer Group average of 0.71%. The Trustees observed that the Fund’s totalexpense ratio (net of fee waivers and expense reimbursements) of 1.00% for Class I shareswas above the Morningstar Peer Group average (which excludes Rule 12b-1 fees) of 0.93%.

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

    4. EXTENT OF ECONOMIES OF SCALE AS THE FUND GROWS

    The Trustees compared the Fund’s expenses relative to its peer group and discussedrealized and potential economies of scale. The Trustees also reviewed the structure ofthe Fund’s management fee and whether the Fund was large enough to generateeconomies of scale for shareholders or whether economies of scale would be expected tobe realized as Fund assets grow (and if so, how those economies of scale were being orwould be shared with shareholders). The Trustees noted the fee waivers and expensereimbursements by the Adviser with respect to the Fund. The Trustees noted that theFund’s management fee structure did not contain any breakpoint reductions as the Fund’sassets grow in size, but that the feasibility of incorporating breakpoints would continue tobe reviewed on a regular basis. With respect to the Adviser’s fee structure and anyapplicable expense waivers, the Trustees concluded that the current fee structure wasreasonable and reflected a sharing of economies of scale between the Adviser and theFund at the Fund’s current asset levels.

    5. BENEFITS DERIVED FROM THE RELATIONSHIP WITH THE FUND

    The Trustees considered the direct and indirect benefits that could be realized by theAdviser from its association with the Fund. The Trustees examined the brokeragepractices of the Adviser with respect to the Fund, noting that the Adviser receives no softdollar benefits from its relationship with the Fund. The Trustees concluded that the benefitsthe Adviser may receive, such as greater name recognition or ability to attract additionalinvestor assets, appear to be reasonable, and in many cases may benefit the Fund.

    33

    Dearborn Partners Rising Dividend Fun