Congress Large Cap Growth Fund

Congress Mid Cap Growth Fund

Congress Small Cap Growth Fund

ANNUAL REPORT

October 31, 2022

CONGRESS FUNDS

TABLE OF CONTENTS

Shareholder Letter		1

Performance Information		7

Sector Allocations		13

Schedules of Investments

Large Cap Growth		14

Mid Cap Growth		16

Small Cap Growth		18

Statements of Assets and Liabilities		20

Statements of Operations		21

Statements of Changes in Net Assets		22

Financial Highlights		28

Notes to Financial Statements		34

Report of Independent Registered Public Accounting Firm		45

Expense Examples		46

Approval of Investment Advisory Agreement		49

Trustees and Executive Officers		54

Additional Information		60

Privacy Notice	Inside Back Cover

Annual Letter to Mutual Fund Shareholders

For the period November 1, 2021 to October 31, 2022

Dear Fellow Shareholders:

General Market Commentary:

As we look back over 2022, few words could better describe the year than turbulent. Uncertainty pervaded the markets, as investors grappled with inflation, higher interest rates, and a drawn-out conflict between Russia and Ukraine. Combined, these forces damaged asset valuations and stunted economic growth.

The year began with a hopeful start as the S&P 500^® hit an all-time high early in January, fueled by a US economy that had recovered remarkably from the severe COVID recession. However, market sentiment quickly fell as investors came to terms with less-than-transitory inflation and an unexpected conflict between Russia and Ukraine that sowed uncertainty and roiled commodity markets. The Federal Reserve (Fed), coming to terms with the risks of growing inflation, began raising interest rates in the first quarter. While starting modestly enough, the Fed quickly moved to a series of jumbo rate hikes in what has become the fastest rate hiking cycle in at least the last 30 years. Higher interest rates adversely impacted stocks as the value of future company earnings decreased and corporate interest expenses increased. Fixed income investors were equally harmed, as the swiftly rising yields weighed on bond prices.

Source: Bloomberg

The summer months offered some respite as investors turned risk-on, warming to the idea that the Fed was ready to hit pause. Hopes were dashed as inflation remained stubbornly high. Negative sentiment intensified in September as the Federal Reserve re-committed to fighting inflation through hawkish rhetoric, continued rate hikes, and shrinking its bond holdings. More recently, we have seen a return of optimism to the market as inflation has ticked lower. The Consumer Price Index (CPI) registered a year-over-year increase of 7.8% in October, its first sub-8% reading since February. As markets celebrate the lower inflation - seeing it as a signal the Fed will be able to slow the pace of its rate

hikes and avoid putting the economy into a recession – caution is still warranted as this sentiment may be premature with inflation remaining well above the Fed’s 2% target.

Source: U.S. Bureau of Labor Statistics

The immediate economic outlook is uncertain. US economic growth has slowed as higher rates take their toll – Gross Domestic Product (GDP) was 1.8% annualized in September, compared to 5.7% at the end of 2021. At the same time, the US labor market continues to show strength and consumer balance sheets remain healthy, factors that may keep any recession relatively shallow and short-lived. Globally, the US is only one of several economies facing a slowdown. Global growth has been hindered by China’s zero-tolerance policy to COVID outbreaks as well as its over-levered real estate market. Europe faces many of the same challenges as the US, compounded by Russia’s invasion of Ukraine, notable for its effect on energy and food supplies.

Ultimately stock market valuations are dependent on continued growth in earnings and the longer-term prospects for inflation and interest rates. Volatility is likely to continue as companies adapt to higher interest rates and higher inflation. Some will be better equipped to adjust, while others may struggle. Congress’s focus has always been on high-quality, established growth companies which we believe offer the best prospects for weathering volatile environments and long-term capital appreciation.

Performance Highlights and Portfolio Commentary:

CONGRESS LARGE CAP GROWTH FUND	Ticker Symbols
(“Large Cap Growth” or the “Fund”)	Institutional Share: CMLIX
	Retail Share: CAMLX

For the fiscal year ended October 31, 2022, the Fund’s Retail Class shares returned -21.90%, while the Institutional Class shares returned -21.69%. This compares with a return of -24.60% during the reporting period for the Russell 1000^® Growth Index (“the Index”), which serves as the Fund’s benchmark.

Contributors and Detractors to Performance

Elements positively affecting the Fund’s performance included strong stock selection in the Consumer Discretionary sector, an underweight in the Communication Services sector, and an overweight in the Energy sector. Stock selection in both the Financial and Information Technology sectors hindered performance.

The stocks that contributed the most to the performance were Pioneer Natural Resources and O’Reilly Automotive, Inc.

•	Pioneer Natural Resources is an independent oil and gas exploration and production company operating in the United States. The company pays a base dividend augmented by a quarterly variable dividend calculated based on the company’s free cash flow.

•	O’Reilly Automotive is an auto parts retailer operating over 5,900 stores in the United States. The post-pandemic increase in miles driven and the aging of the car fleet helped drive same-store sales growth of 7.6% in the most recent quarter. The stock was initially added to the portfolio in March 2022.

The stocks that detracted the most from performance were Adobe Incorporated and Amazon.com, Inc.

•	Adobe Incorporated is a software company engaged in digital marketing and media solutions. It is well known for its Photoshop and Illustrator products. In its most recent quarter, Adobe reported revenues that increased 12.7% from the prior year. Operating margins however were down, indicating increased costs in running the business.

•	Amazon.com, Inc. is an e-commerce company that is also engaged in cloud computing, online advertising, digital streaming, and artificial intelligence. Earnings continue to be volatile and were down 7% in the most recent quarter as macro factors have pressured all of its businesses.

CONGRESS MID CAP GROWTH FUND	Ticker Symbols
(“Mid Cap Growth” or the “Fund”)	Institutional Share: IMIDX
	Retail Share: CMIDX

For the fiscal year ended October 31, 2022, the Fund’s Retail Class shares returned -28.54%, while the Institutional Class shares returned -28.37%. This compares with a return of -28.94% during the reporting period for the Russell Midcap^® Growth Index (“the Index”), which serves as the Fund’s benchmark.

Contributors and Detractors to Performance

Elements positively affecting the Fund’s performance included strong stock selection in the Information Technology sector and an underweight in and security selection in the Communication Services sector. An underweight to the Energy sector and stock selection in both the Consumer Discretionary and Health Care sectors hindered performance.

The stocks that contributed the most to performance were Booz Allen Hamilton and Deckers Outdoor.

•	Booz Allen Hamilton Holding Corp. provides consulting and technology engineering solutions including digital strategy, cyber consulting, analytics, and engineering to the defense, intelligence, civil, and commercial markets. Recent quarterly results have shown strong revenue and backlog growth in the face of a challenging political environment. The company has also solved a staffing shortage that impeded growth for several quarters.

•	Deckers Outdoor Corporation is a footwear and apparel company focused on casual lifestyle and high-performance use. Its portfolio of brands includes UGG, HOKA, Teva, and Sanuk. The HOKA launch continues to perform well as DECK grows the brand’s direct-to-consumer and international channels. The brand is also showing share gains across markets, channels, and with younger consumers.

The stocks that detracted the most from performance were Generac Holdings, Inc. and Etsy, Inc.

•	Generac Holdings, Inc. is an energy technology solutions company that provides backup and prime power generation systems for residential and commercial & industrial applications. Following two-plus years of substantial home standby generator growth stemming from increased power outages and a shift to at-home work, there is increasing investor fear that growth will markedly decelerate in the years ahead due to an oversupply of equipment and lack of installation capacity. These negative trends have been exacerbated by rising inflation and interest rates which could threaten consumers’ purchasing decisions.

•	Etsy, Inc. operates an online global marketplace for unique and creative goods such as shoes, clothing, bags, and accessories. As expected, ETSY’s growth slowed dramatically from peak COVID levels. However, it was unable to retain as many customers as hoped. ETSY is continuing to follow a path of increasing buyer and seller fees which has sown discontent and may affect platform loyalty.

CONGRESS SMALL CAP GROWTH FUND	Ticker Symbols
(“Small Cap Growth” or the “Fund”)	Institutional Share: CSMCX
	Retail Share: CSMVX

For the fiscal year ended October 31, 2022, the Fund’s Retail Class shares returned -20.15%, while the Institutional Class shares returned -19.95%. This compares with a return of -26.02% during the reporting period for the Russell 2000^® Growth Index (“the Index”), which serves as the Fund’s benchmark.

Contributors and Detractors to Performance

Elements positively affecting the Fund’s performance included strong stock selection in the Healthcare, Information Technology, and Consumer Staples sectors. Stock selection in the Consumer Discretionary and Energy sectors, as well as an underweight allocation to the Energy sector, hindered performance.

The stocks that contributed the most to performance were Lantheus Holdings and e.l.f. Beauty.

•	Lantheus Holdings is a leading provider of diagnostic medical imaging solutions focused on cardiac and cancer imaging. The successful launch of PYLARIFY, a new prostate cancer diagnostic imaging agent, has more than doubled the company’s revenue base with a highly profitable revenue stream. Incremental opportunities for growth should come from additional therapeutics and diagnostic expansion.

•	e.l.f. Beauty is a leading beauty products company offering high-quality cosmetics at value prices. Revenue acceleration has been fueled by rapid market share gains as well as a rebounding cosmetics category. Sustained growth is underpinned by new innovative products, strong traction with its retailer customers, proven pricing power, and the potential for consumer trade-down to value brands.

The stocks that detracted the most from performance were Vicor Corp. and Cerence, Inc.

•	Vicor Corp. is a niche market leader in power components and systems geared towards high-performance applications in the computing, industrial, and communications markets. Sales have been impacted by supply chain challenges, component shortages, and capacity constraints. Customer orders continued to be resilient, resulting in a record backlog, and a new manufacturing facility should alleviate capacity constraints.

•	Cerence, Inc. is a global leader in the transportation virtual assistant market. Results were weaker than expected due to supply chain disruptions in the auto industry and management retracted its growth targets. With uncertainty surrounding the resolution of these disruptions and changes in corporate strategy, the stock was removed from the portfolio.

In Closing:

As the investment world continues to evolve, we appreciate our shareholders’ continued confidence and trust in us. We look forward to continuing to serve you.

Sincerely,



Daniel A. Lagan, CFA	Todd Solomon, CFA	Gregg O’Keefe, CFA
Large Cap Growth	Mid Cap Growth	Small Cap Growth
		Mid Cap Growth

Past performance is not a guarantee of future results.

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

The opinions provided herein are those of Congress Asset Management and are not intended to be a forecast of future events, a guarantee of future results, nor investment advice.

Must be preceded or accompanied by a prospectus.

Mutual fund investing involves risk. Principal loss is possible. The Funds may invest in foreign securities which may involve greater volatility and political, economic, and currency risks and differences in accounting methods. Investments in small and medium cap securities involve additional risks such as limited liquidity and greater volatility. Growth stocks may lose value or fall out of favor with investors. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks.

Indexes are unmanaged and it is not possible to invest directly in an index.

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. Current and future holdings are subject to risk. For a complete list of Fund holdings, please refer to the Schedules of Investments in this report.

Congress Funds are distributed by Quasar Distributors, LLC.

The Consumer Price Index (CPI) is a measure of the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services.

The Russell 1000 Growth Index measures the performance of the Large cap growth segment of the US equity universe. It includes those Russell 1000 companies with higher price-to-value ratios and higher forecasted growth values.

Free Cash Flow is the money a company has left over after paying its operating expenses (OpEx) and capital expenditures (CapEx).

The Russell Midcap Growth Index measures the performance of the Mid cap growth segment of the US equity universe. It includes those Russell Midcap companies with higher price-to-value ratios and higher forecasted growth values.

The Russell 2000 Growth Index measures the performance of the small cap growth segment of the US equity universe. It includes those Russell 2000 companies with higher price-to-value ratios and higher forecasted growth values.

LARGE CAP GROWTH

HISTORICAL PERFORMANCE (Unaudited)

Retail Class

Value of $10,000 vs. Russell 1000^® Growth Index and S&P 500^® Index

Annualized Returns for the periods ended October 31, 2022

				Since	Ending
	One	Three	Five	Inception	Value
	Year	Year	Year	(9/18/2017) ¹	(10/31/2022)
Large Cap Growth, Retail Class	-21.90%	9.94%	11.65%	12.04%	$17,899
Russell 1000^® Growth Index	-24.60%	11.75%	12.59%	13.21%	18,869
S&P 500^® Index	-14.61%	10.22%	10.44%	10.83%	16,927

This chart illustrates the performance of a hypothetical $10,000 investment made on September 18, 2017, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns reflect fee waivers in effect. In the absence of such waivers, total return would be reduced. The chart assumes reinvestment of capital gains, dividends, and return of capital, if applicable, for a Fund and dividends for an index.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (888) 688-1299.

Effective as of the close of business on September 15, 2017, Century Shares Trust, a series of Century Capital Management Trust (the “Accounting Survivor”) was reorganized into the Fund (the “Reorganization”). As part of the Reorganization, Institutional Class shares of the Accounting Survivor were exchanged for Institutional Class shares of the Fund. Due to the change related to the Reorganization, the Retail Class inception is now September 18, 2017.

LARGE CAP GROWTH

HISTORICAL PERFORMANCE (Unaudited)

Institutional Class

Value of $100,000 vs. Russell 1000^® Growth Index and S&P 500^® Index

Annualized Returns for the periods ended October 31, 2022

					Ending
	One	Three	Five	Ten	Value
	Year	Year	Year	Year	(10/31/2022)
Large Cap Growth,
Institutional Class	-21.69%	10.22%	11.93%	13.95%	$369,165
Russell 1000^® Growth Index	-24.60%	11.75%	12.59%	14.69%	393,698
S&P 500^® Index	-14.61%	10.22%	10.44%	12.79%	333,077

This chart illustrates the performance of a hypothetical $100,000 investment made on October 31, 2012, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns reflect fee waivers in effect. In the absence of such waivers, total return would be reduced. The chart assumes reinvestment of capital gains, dividends, and return of capital, if applicable, for a Fund and dividends for an index.

The information shown reflects the historical performance of the Century Shares Trust, a series of Century Capital Management Trust (the “Accounting Survivor”). Effective as of the close of business on September 15, 2017, the Accounting Survivor was reorganized into the Fund (the “Reorganization”). As part of the Reorganization, Institutional Class shares of the Accounting Survivor were exchanged for Institutional Class shares of the Fund. Upon completion of the reorganization, the Fund assumed the performance, financial and other historical information of the Accounting Survivor.

MID CAP GROWTH

HISTORICAL PERFORMANCE (Unaudited)

Retail Class

Value of $10,000 vs. Russell Midcap^® Growth Index and S&P 500^® Index

Annualized Returns for the periods ended October 31, 2022

					Ending
	One	Three	Five	Ten	Value
	Year	Year	Year	Year	(10/31/2022)
Mid Cap Growth,
Retail Class	-28.54%	8.85%	9.24%	11.89%	$30,761
Russell Midcap^®
Growth Index	-28.94%	6.27%	8.66%	11.95%	30,929
S&P 500^® Index	-14.61%	10.22%	10.44%	12.79%	33,310

This chart illustrates the performance of a hypothetical $10,000 investment made on October 31, 2012, and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns reflect fee waivers in effect. In the absence of such waivers, total return would be reduced. The chart assumes reinvestment of capital gains, dividends, and return of capital, if applicable, for a Fund and dividends for an index.

MID CAP GROWTH

HISTORICAL PERFORMANCE (Unaudited)

Institutional Class

Value of $100,000 vs. Russell Midcap^® Growth Index and S&P 500^® Index

Annualized Returns for the periods ended October 31, 2022

					Ending
	One	Three	Five	Ten	Value
	Year	Year	Year	Year	(10/31/2022)
Mid Cap Growth,
Institutional Class	-28.37%	9.12%	9.51%	12.16%	$316,168
Russell Midcap^®
Growth Index	-28.94%	6.27%	8.66%	11.95%	309,283
S&P 500^® Index	-14.61%	10.22%	10.44%	12.79%	333,082

SMALL CAP GROWTH

HISTORICAL PERFORMANCE (Unaudited)

Retail Class

Value of $10,000 vs. Russell 2000^® Growth Index

Annualized Returns for the periods ended October 31, 2022

					Ending
	One	Three	Five	Ten	Value
	Year	Year	Year	Year	(10/31/2022)
Small Cap Growth, Retail Class	-20.15%	16.29%	14.49%	12.75%	$33,197
Russell 2000^® Growth Index	-26.02%	5.11%	5.17%	10.15%	26,284

Effective at the close of business on September 15, 2017, the Century Small Cap Select Fund, a series of Century Capital Management Trust (the “Predecessor Fund”), reorganized into the Fund (the “Reorganization”). Performance information shown prior to the close of business on September 15, 2017 is that of the Predecessor Fund. Returns of the Retail Class shown in the table reflect the returns of the Investor Class of the Predecessor Fund.

SMALL CAP GROWTH

HISTORICAL PERFORMANCE (Unaudited)

Institutional Class

Value of $100,000 vs. Russell 2000^® Growth Index

Annualized Returns for the periods ended October 31, 2022

					Ending
	One	Three	Five	Ten	Value
	Year	Year	Year	Year	(10/31/2022)
Small Cap Growth,
Institutional Class	-19.95%	16.58%	14.77%	13.05%	$341,072
Russell 2000^® Growth Index	-26.02%	5.11%	5.17%	10.15%	262,842

Effective at the close of business on September 15, 2017, the Century Small Cap Select Fund, a series of Century Capital Management Trust (the “Predecessor Fund”), reorganized into the Fund (the “Reorganization”). Performance information shown prior to the close of business on September 15, 2017 is that of the Predecessor Fund. Returns of the Institutional Class shown in the table reflect the returns of the Institutional Class of the Predecessor Fund.

CONGRESS FUNDS

SECTOR ALLOCATIONS at October 31, 2022 (Unaudited)

Large Cap Growth

Sector	Percent of Net Assets
Information Technology		37.3	%
Health Care		13.3	%
Consumer Discretionary		13.2	%
Industrials		9.9	%
Consumer Staples		8.6	%
Energy		4.4	%
Communication Services		4.3	%
Financials		4.0	%
Materials		3.7	%
Cash¹		1.3	%
Total		100.0	%

Mid Cap Growth

Sector	Percent of Net Assets
Information Technology		31.2	%
Health Care		19.4	%
Consumer Discretionary		18.8	%
Industrials		15.4	%
Financials		5.3	%
Consumer Staples		4.8	%
Real Estate		2.2	%
Communication Services		1.9	%
Cash¹		1.0	%
Total		100.0	%

Small Cap Growth

Sector	Percent of Net Assets
Health Care		21.9	%
Information Technology		20.8	%
Industrials		19.4	%
Consumer Discretionary		8.7	%
Consumer Staples		8.7	%
Energy		5.2	%
Materials		5.1	%
Financials		4.1	%
Communication Services		2.4	%
Cash¹		3.7	%
Total		100.0	%

¹	Includes Cash Equivalents and Other Assets in Excess of Liabilities.

LARGE CAP GROWTH

SCHEDULE OF INVESTMENTS at October 31, 2022

Shares			Value
COMMON STOCKS: 98.7%

Aerospace & Defense: 1.1%
	7,750	Northrop Grumman
		Corp.	$	4,254,828

Banks: 1.7%
	53,825	First Republic Bank		6,464,383

Beverages: 2.7%
	56,300	PepsiCo, Inc.		10,222,954

Capital Markets: 2.3%
	26,800	CME Group,
		Inc. – Class A		4,644,440
	15,000	Moody’s Corp.		3,973,050
				8,617,490

Chemicals: 1.9%
	31,575	The Sherwin-
		Williams Co.		7,105,322

Communications
Equipment: 1.1%
	90,896	Ciena Corp. ¹		4,353,918

Construction &
Engineering: 1.6%
	41,525	Quanta
		Services, Inc. ¹		5,898,211

Electrical Equipment: 1.6%
	40,000	Eaton Corp PLC		6,002,800

Food & Staples Retailing: 3.6%
	26,900	Costco Wholesale
		Corp.		13,490,350

Health Care Equipment
& Supplies: 4.6%
	97,556	Abbott Laboratories		9,652,191
	34,900	Stryker Corp.		8,000,476
				17,652,667

Health Care Providers
& Services: 3.1%
	21,400	UnitedHealth
		Group, Inc.		11,880,210

Health Care Technology: 1.1%
	24,714	Veeva Systems,
		Inc. – Class A ¹		4,150,469

Hotels, Restaurants
& Leisure: 0.9%
	25,025	Darden
		Restaurants, Inc.		3,582,078

Household Products: 2.3%
	64,600	The Procter
		& Gamble Co.		8,699,682

Interactive Media
& Services: 4.3%
	124,000	Alphabet, Inc. –
		Class A 1		11,719,240
	49,500	Alphabet, Inc. –
		Class C ¹		4,685,670
				16,404,910

Internet & Direct
Marketing Retail: 4.2%
	155,600	Amazon.com, Inc. ¹		15,939,664

IT Services: 6.1%
	27,300	Accenture PLC –
		Class A		7,750,470
	74,100	Visa, Inc. – Class A		15,350,556
				23,101,026

Machinery: 4.5%
	45,000	Caterpillar, Inc.		9,740,700
	55,800	Dover Corp.		7,292,502
				17,033,202

Metals & Mining: 1.8%
	217,200	Freeport-McMoRan
		Copper &
		Gold, Inc.		6,883,068

Oil, Gas &
Consumable Fuels: 4.4%
	29,600	Chevron Corp.		5,354,640
	43,700	Pioneer Natural
		Resources Co.		11,205,117
				16,559,757

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

LARGE CAP GROWTH

SCHEDULE OF INVESTMENTS at October 31, 2022 (Continued)

Shares			Value
COMMON STOCKS: 98.7% (Continued)

Pharmaceuticals: 4.5%
	24,200	Eli Lilly & Co.	$	8,762,578
	54,200	Zoetis, Inc.		8,172,276
				16,934,854

Road & Rail: 1.1%
	15,000	Old Dominion
		Freight Line, Inc.		4,119,000

Semiconductors
& Semiconductor Equipment: 2.2%
	10,000	NVIDIA Corp.		1,349,700
	48,900	NXP
		Semiconductors NV		7,143,312
				8,493,012

Software: 19.5%
	41,275	Adobe, Inc. ¹		13,146,087
	26,500	Intuit, Inc.		11,328,750
	98,800	Microsoft Corp.		22,934,444
	16,575	Paycom
		Software, Inc. ¹		5,734,950
	20,500	Roper
		Technologies, Inc.		8,498,070
	11,125	ServiceNow, Inc. ¹		4,680,733
	27,000	Synopsys, Inc. ¹		7,898,850
				74,221,884

Specialty Retail: 6.1%
	11,700	O’Reilly
		Automotive, Inc. ¹		9,794,889
	45,475	The Home
		Depot, Inc.		13,466,512
				23,261,401

Technology Hardware,
Storage & Peripherals: 8.4%
	208,400	Apple, Inc.		31,956,056

Textiles, Apparel &
Luxury Goods: 2.0%
	23,000	Lululemon
		Athletica, Inc. ¹		7,567,920

TOTAL COMMON STOCKS
(Cost $205,913,865)				374,851,116

SHORT-TERM INVESTMENTS: 1.3%

Money Market Funds: 1.3%
	5,128,292	First American
		Treasury
		Obligations Fund –
		Institutional Class,
		3.061% ²		5,128,292

TOTAL SHORT-TERM
INVESTMENTS
(Cost $5,128,292)				5,128,292

TOTAL INVESTMENTS
IN SECURITIES: 100.0%
(Cost $211,042,157)				379,979,408
Other Assets in Excess
of Liabilities: 0.0% ³				165,577

TOTAL NET
ASSETS: 100.0%			$	380,144,985

¹	Non-income producing security.
²	Annualized seven-day effective yield as of October 31, 2022.
³	Does not round to 0.0% or (0.0)%, as applicable.

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

MID CAP GROWTH

SCHEDULE OF INVESTMENTS at October 31, 2022

Shares			Value
COMMON STOCKS: 99.0%

Banks: 2.2%
	225,000	First
		Republic Bank	$	27,022,500

Biotechnology: 5.2%
	425,000	Horizon
		Therapeutics
		PLC ¹		26,486,000
	325,000	Neurocrine
		Biosciences,
		Inc. ¹		37,414,000
				63,900,000

Building Products: 2.3%
	625,000	Masco Corp.		28,918,750

Capital Markets: 3.1%
	325,000	Raymond James
		Financial, Inc.		38,395,500

Commercial Services
& Supplies: 2.8%
	300,047	Copart, Inc. ¹		34,511,406

Communications
Equipment: 2.1%
	550,000	Ciena Corp. ¹		26,345,000

Distributors: 2.2%
	90,000	Pool Corp.		27,380,700

Electrical Equipment: 1.3%
	140,000	Generac
		Holdings, Inc. ¹		16,227,400

Electronic Equipment,
Instruments & Components: 9.8%
	175,000	Keysight
		Technologies,
		Inc. ¹		30,476,250
	85,000	Teledyne
		Technologies,
		Inc. ¹		33,828,300
	550,000	Trimble, Inc. ¹		33,088,000
	85,000	Zebra Technologies
		Corp. – Class A ¹		24,073,700
				121,466,250

Entertainment: 1.9%
	200,014	Take-Two
		Interactive
		Software, Inc. ¹		23,697,659

Equity Real Estate
Investment Trusts: 2.2%
	200,000	Sun Communities,
		Inc.		26,970,000

Food Products: 2.7%
	425,000	McCormick &
		Company, Inc. ²		33,422,000

Health Care Equipment
& Supplies: 6.9%
	85,010	The Cooper
		Companies, Inc.		23,240,884
	150,000	ResMed, Inc.		33,553,500
	165,000	STERIS PLC		28,475,700
				85,270,084

Hotels, Restaurants
& Leisure: 2.9%
	275,000	Choice Hotels
		International, Inc.		35,706,000

Household Products: 2.1%
	350,000	Church & Dwight
		Co., Inc.		25,945,500

IT Services: 2.2%
	300,000	Akamai
		Technologies,
		Inc. ¹		26,499,000

Life Sciences Tools
& Services: 7.3%
	150,000	Charles River
		Laboratories
		International,
		Inc. ¹		31,837,500
	27,500	Mettler-Toledo
		International,
		Inc. ¹		34,785,575
	100,000	West Pharmaceutical
		Services, Inc.		23,010,000
				89,633,075

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

MID CAP GROWTH

SCHEDULE OF INVESTMENTS at October 31, 2022 (Continued)

Shares			Value
COMMON STOCKS: 99.0% (Continued)

Machinery: 3.3%
	185,000	IDEX Corp.	$	41,127,350

Professional Services: 3.3%
	375,000	Booz Allen
		Hamilton
		Holding Corp.		40,818,750

Road & Rail: 2.4%
	150,000	Saia, Inc. ¹		29,829,000

Semiconductors &
Semiconductor Equipment: 8.9%
	425,000	Diodes, Inc. ¹		30,459,750
	350,000	Entegris, Inc.		27,769,000
	80,000	Monolithic Power
		Systems, Inc.		27,156,000
	290,027	Skyworks
		Solutions, Inc.		24,945,222
				110,329,972

Software: 8.2%
	100,023	Paycom
		Software, Inc. ¹		34,607,958
	231,451	Qualys, Inc. ¹		32,995,655
	268,000	SPS Commerce,
		Inc. ¹		33,907,360
				101,510,973
Specialty Retail: 10.4%
	200,000	Asbury Automotive
		Group, Inc. ¹		31,550,000
	375,000	Floor & Decor
		Holdings, Inc. –
		Class A ¹		27,513,750
	90,000	Ulta Beauty, Inc. ¹		37,743,300
	250,000	Williams-
		Sonoma, Inc.		30,957,500
				127,764,550

Textiles, Apparel &
Luxury Goods: 3.3%
	115,000	Deckers Outdoor
		Corp. ¹		40,241,950

TOTAL COMMON STOCKS
(Cost $924,407,507)				1,222,933,369

SHORT-TERM INVESTMENTS: 1.0%

Money Market Funds: 1.0%
	12,427,718	First American
		Treasury
		Obligations
		Fund –
		Institutional Class,
		3.061% ³		12,427,718

TOTAL SHORT-TERM
INVESTMENTS
(Cost $12,427,718)				12,427,718

TOTAL INVESTMENTS
IN SECURITIES: 100.0%
(Cost $936,835,225)				1,235,361,087
Liabilities in Excess
of Other Assets: (0.0)% ⁴				(67,463	)
TOTAL NET
ASSETS: 100.0%			$	1,235,293,624

¹	Non-income producing security.
²	Non-voting shares.
³	Annualized seven-day effective yield as of October 31, 2022.
⁴	Does not round to 0.0% or (0.0)%, as applicable.

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

SMALL CAP GROWTH

SCHEDULE OF INVESTMENTS at October 31, 2022

Shares			Value
COMMON STOCKS: 96.3%

Aerospace & Defense: 2.6%
	118,000	AeroVironment,
		Inc. ¹	$	10,797,000

Banks: 2.6%
	205,000	Ameris Bancorp		10,559,550

Beverages: 2.5%
	90,000	MGP
		Ingredients, Inc.		10,084,500

Building Products: 4.1%
	355,000	PGT
		Innovations, Inc. ¹		7,565,050
	105,000	Simpson
		Manufacturing
		Co., Inc.		8,975,400
				16,540,450

Capital Markets: 1.5%
	100,000	Cohen & Steers, Inc.		6,016,000

Chemicals: 5.1%
	500,000	American
		Vanguard Corp.		11,635,000
	65,000	Balchem Corp.		9,087,000
				20,722,000

Construction & Engineering: 5.8%
	100,000	Comfort Systems
		USA, Inc.		12,328,000
	35,000	Valmont
		Industries, Inc.		11,172,700
				23,500,700

Electrical Equipment: 1.8%
	150,000	Vicor Corp. ¹		7,165,500

Electronic Equipment,
Instruments &
Components: 2.2%
	65,000	Novanta, Inc. ¹		9,191,000

Energy Equipment
& Services: 2.2%
	460,000	Core
		Laboratories NV		8,951,600

Food Products: 2.6%
	275,000	The Simply Good
		Foods Co. ¹		10,532,500

Health Care Equipment
& Supplies: 11.4%
	105,000	CONMED Corp.		8,371,650
	160,000	Integer Holdings
		Corp. ¹		9,972,800
	210,000	Lantheus
		Holdings, Inc. ¹		15,537,900
	320,000	Neogen Corp. ¹		4,224,000
	105,000	Omnicell, Inc. ¹		8,118,600
				46,224,950

Health Care Providers
& Services: 5.6%
	95,000	AMN Healthcare
		Services, Inc. ¹		11,922,500
	245,000	Progyny, Inc. ¹		10,895,150
				22,817,650

Household Durables: 2.3%
	160,000	Skyline Champion
		Corp. ¹		9,313,600

Internet & Direct
Marketing Retail: 1.6%
	280,000	Revolve Group,
		Inc. – Class A ¹		6,720,000

IT Services: 4.4%
	125,000	Perficient, Inc. ¹		8,371,250
	110,000	WNS Holdings
		Ltd. – ADR ¹		9,468,800
				17,840,050

Leisure Products: 2.3%
	790,000	Clarus Corp.		9,566,900

Life Sciences Tools
& Services: 2.7%
	50,000	Medpace
		Holdings, Inc. ¹		11,099,000

Media: 2.4%
	150,000	TechTarget, Inc. ¹		9,682,500

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

SMALL CAP GROWTH

SCHEDULE OF INVESTMENTS at October 31, 2022 (Continued)

Shares			Value
COMMON STOCKS: 96.3% (Continued)

Oil, Gas &
Consumable Fuels: 3.0%
	300,000	Ranger Oil
		Corp. – Class A	$	12,270,000

Personal Products: 3.6%
	340,000	e.l.f Beauty, Inc. ¹		14,708,400

Pharmaceuticals: 2.2%
	265,000	Supernus
		Pharmaceuticals,
		Inc. ¹		9,081,550

Professional Services: 5.1%
	60,000	FTI Consulting,
		Inc. ¹		9,337,800
	95,000	ICF
		International, Inc.		11,364,850
				20,702,650
Semiconductors &
Semiconductor Equipment: 6.8%
	130,000	Onto
		Innovation, Inc. ¹		8,689,200
	135,000	Power
		Integrations, Inc.		9,005,850
	320,000	Ultra Clean
		Holdings, Inc. ¹		9,955,200
				27,650,250
Software: 4.7%
	595,000	American Software,
		Inc. – Class B		10,192,350
	63,000	Qualys, Inc. ¹		8,981,280
				19,173,630

Specialty Retail: 2.5%
	180,000	Boot Barn
		Holdings, Inc. ¹		10,224,000

Technology Hardware,
Storage & Peripherals: 2.7%
	400,000	Avid
		Technology, Inc. ¹		10,996,000

TOTAL COMMON STOCKS
(Cost $386,079,737)				392,131,930

SHORT-TERM INVESTMENTS: 3.4%

Money Market Funds: 3.4%
	13,806,498	First American
		Treasury
		Obligations
		Fund –
		Institutional Class,
		3.061% ²		13,806,498

TOTAL SHORT-TERM
INVESTMENTS
(Cost $13,806,498)				13,806,498

TOTAL INVESTMENTS
IN SECURITIES: 99.7%
(Cost $399,886,235)				405,938,428
Other Assets in Excess
of Liabilities: 0.3%				1,144,401
TOTAL NET
ASSETS: 100.0%			$	407,082,829

ADR – American Depositary Receipt

¹	Non-income producing security.
²	Annualized seven-day effective yield as of October 31, 2022.

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

CONGRESS FUNDS

STATEMENTS OF ASSETS AND LIABILITIES at October 31, 2022

	Large Cap		Mid Cap		Small Cap
	Growth		Growth		Growth

ASSETS
Investments in unaffiliated securities, at value
(Cost $211,042,157, $936,835,225,
and $399,886,235, respectively)	$	379,979,408	$	1,235,361,087	$	405,938,428
Receivables:
Fund shares sold		238,123		1,656,439		1,820,889
Dividends and interest		325,067		290,309		30,826
Prepaid expenses		13,306		46,506		40,917
Total assets		380,555,904		1,237,354,341		407,831,060

LIABILITIES
Payables:
Investment advisory fees, net		155,194		611,908		226,027
Fund shares redeemed		54,251		802,703		272,650
Fund administration fees		54,220		168,787		38,996
Fund accounting fees		34,394		110,759		24,233
Transfer agent fees		34,319		3,580		26,524
Sub-transfer agent fees		31,030		183,611		43,864
Audit fees		24,000		11,651		30,200
Custody fees		5,329		16,805		3,043
Chief Compliance Officer fees		2,917		2,917		2,917
Distribution fees – Retail Class		2,709		38,246		68,380
Other accrued expenses		12,556		109,750		11,397
Total liabilities		410,919		2,060,717		748,231
NET ASSETS	$	380,144,985	$	1,235,293,624	$	407,082,829

COMPONENTS OF NET ASSETS
Paid-in capital	$	196,718,140	$	874,033,157	$	407,139,587
Total distributable
(accumulated) earnings (losses)		183,426,845		361,260,467		(56,758	)
Total net assets	$	380,144,985	$	1,235,293,624	$	407,082,829
Net Asset Value (unlimited shares authorized):
Retail Class:
Net assets	$	2,650,788	$	43,123,262	$	85,977,597
Shares of beneficial interest
issued and outstanding		79,283		1,883,381		2,878,307
Net asset value, offering price,
and redemption price per share	$	33.43	$	22.90	$	29.87
Institutional Class:
Net assets	$	377,494,197	$	1,192,170,362	$	321,105,232
Shares of beneficial interest
issued and outstanding		11,206,078		50,866,378		9,391,418
Net asset value, offering price,
and redemption price per share	$	33.69	$	23.44	$	34.19

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

CONGRESS FUNDS

STATEMENTS OF OPERATIONS For the Year Ended October 31, 2022

	Large Cap			Mid Cap			Small Cap
	Growth			Growth			Growth

INVESTMENT INCOME
Dividends from unaffiliated securities
(net of foreign withholding tax of
$20,693, $—, and $998, respectively)	$	4,704,093		$	7,197,775		$	982,345
Interest		70,847			183,149			153,074
Other income		1,614			2,610			1,428
Total investment income		4,776,554			7,383,534			1,136,847

EXPENSES
Investment advisory fees		2,141,074			8,570,671			2,646,658
Fund administration fees		220,802			677,179			157,669
Transfer agent fees		143,881			250,827			139,045
Fund accounting fees		140,181			444,386			98,031
Sub-transfer agent fees		136,777			756,109			161,053
Registration expenses		38,135			80,043			67,595
Custody fees		34,428			111,873			25,078
Trustees fees		25,643			42,348			23,703
Audit fees		24,445			12,096			30,645
Miscellaneous expenses		20,288			48,298			15,240
Reports to shareholders		17,702			92,154			18,245
Chief Compliance Officer fees		11,668			11,667			11,667
Distribution fees – Retail Class		7,881			103,653			222,693
Legal fees		7,348			9,034			9,034
Insurance expenses		7,308			12,092			6,241
Interest expenses		220			2,708			—
Total expenses		2,977,781			11,225,138			3,632,597
Less: fees waived		—			—			(296,189	)
Net expenses		2,977,781			11,225,138			3,336,408
Net investment income (loss)		1,798,773			(3,841,604	)		(2,199,561	)

REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on transactions from:
Unaffiliated investments		14,124,269			84,656,679			(4,049,060	)
Net realized gain (loss) on investments		14,124,269			84,656,679			(4,049,060	)
Net change in unrealized
appreciation/depreciation on:
Unaffiliated investments		(122,483,584	)		(573,332,504	)		(56,799,620	)
Translation of Other Assets and Liabilities
Denominated in Foreign Currency		—			(96	)		—
Change in net unrealized
appreciation/depreciation		(122,483,584	)		(573,332,600	)		(56,799,620	)
Net realized and unrealized
gain (loss) on investments		(108,359,315	)		(488,675,921	)		(60,848,680	)
Net increase (decrease) in net
assets resulting from operations	$	(106,560,542	)	$	(492,517,525	)	$	(63,048,241	)

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

LARGE CAP GROWTH

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended			Year Ended
	October 31, 2022			October 31, 2021

INCREASE (DECREASE) IN NET ASSETS FROM:

OPERATIONS
Net investment income (loss)	$	1,798,773		$	830,704
Net realized gain (loss) on investments		14,124,269			49,549,886
Change in net unrealized appreciation/depreciation
on investments		(122,483,584	)		89,112,813
Net increase (decrease) in net assets
resulting from operations		(106,560,542	)		139,493,403

DISTRIBUTIONS TO SHAREHOLDERS
Net distributions to shareholders – Retail Class		(368,947	)		(256,106	)
Net distributions to shareholders – Institutional Class		(47,672,036	)		(33,791,328	)
Total distributions to shareholders		(48,040,983	)		(34,047,434	)

CAPITAL SHARE TRANSACTIONS
Increase (decrease) in net assets derived from net
change in outstanding shares – Retail Class ¹		(229,797	)		200,291
Increase (decrease) in net assets derived from net
change in outstanding shares – Institutional Class ¹		29,168,333			6,705,762
Total increase (decrease) in net assets
from capital share transactions		28,938,536			6,906,053
Total increase (decrease) in net assets		(125,662,989	)		112,352,022

NET ASSETS
Beginning of year		505,807,974			393,455,952
End of year	$	380,144,985		$	505,807,974

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

LARGE CAP GROWTH

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

¹	Summary of share transactions is as follows:

	Year Ended						Year Ended
	October 31, 2022						October 31, 2021
	Shares			Amount			Shares			Amount
Retail Class:
Shares sold		15,146		$	590,191			47,836		$	1,956,044
Shares issued in
reinvestment of distributions		7,631			328,825			6,281			234,351
Shares redeemed		(29,127	)		(1,148,813	)		(48,014	)		(1,990,104	)
Net increase (decrease)		(6,350	)	$	(229,797	)		6,103		$	200,291

	Year Ended						Year Ended
	October 31, 2022						October 31, 2021
	Shares			Amount			Shares			Amount
Institutional Class:
Shares sold		480,021		$	17,860,279			454,623		$	18,870,424
Shares issued in
reinvestment of distributions		958,960			41,542,167			778,765			29,156,965
Shares redeemed		(786,382	)		(30,234,113	)		(983,825	)		(41,321,627	)
Net increase (decrease)		652,599		$	29,168,333			249,563		$	6,705,762

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

MID CAP GROWTH

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended			Year Ended
	October 31, 2022			October 31, 2021

INCREASE (DECREASE) IN NET ASSETS FROM:

OPERATIONS
Net investment income (loss)	$	(3,841,604	)	$	(4,834,393	)
Net realized gain (loss) on investments		84,656,679			226,616,971
Change in net unrealized appreciation/depreciation
on investments		(573,332,504	)		415,334,087
Change in net unrealized appreciation/depreciation
on translation of other assets		(96	)		75
Net increase (decrease) in net assets
resulting from operations		(492,517,525	)		637,116,740

DISTRIBUTIONS TO SHAREHOLDERS
Net distributions to shareholders – Retail Class		(4,891,258	)		(596,244	)
Net distributions to shareholders – Institutional Class		(186,133,050	)		(29,472,235	)
Total distributions to shareholders		(191,024,308	)		(30,068,479	)

CAPITAL SHARE TRANSACTIONS
Increase (decrease) in net assets derived from net
change in outstanding shares – Retail Class ¹		20,570,855			4,517,331
Increase (decrease) in net assets derived from net
change in outstanding shares – Institutional Class ¹		149,876,322			(130,595,235	)
Total increase (decrease) in net assets
from capital share transactions		170,447,177			(126,077,904	)
Total increase in net assets		(513,094,656	)		480,970,357

NET ASSETS
Beginning of year		1,748,388,280			1,267,417,923
End of year	$	1,235,293,624		$	1,748,388,280

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

MID CAP GROWTH

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

¹	Summary of share transactions is as follows:

	Year Ended						Year Ended
	October 31, 2022						October 31, 2021
	Shares			Amount			Shares			Amount
Retail Class:
Shares sold		1,100,898		$	30,204,508			422,933		$	13,695,509
Shares issued in
reinvestment of distributions		138,303			4,270,789			19,717			521,121
Shares redeemed		(505,089	)		(13,904,442	)		(309,363	)		(9,699,299	)
Net increase (decrease)		734,112		$	20,570,855			133,287		$	4,517,331

	Year Ended						Year Ended
	October 31, 2022						October 31, 2021
	Shares			Amount			Shares			Amount
Institutional Class:
Shares sold		14,733,044		$	410,224,289			10,117,365		$	315,832,484
Shares issued in
reinvestment of distributions		4,298,462			135,573,492			806,162			21,653,506
Shares redeemed		(14,449,762	)		(395,921,459	)		(14,847,236	)		(468,081,225	)
Net increase (decrease)		4,581,744		$	149,876,322			(3,923,709	)	$	(130,595,235	)

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

SMALL CAP GROWTH

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended			Year Ended
	October 31, 2022			October 31, 2021

INCREASE (DECREASE) IN NET ASSETS FROM:

OPERATIONS
Net investment income (loss)	$	(2,199,561	)	$	(1,322,425	)
Net realized gain (loss) on investments		(4,049,060	)		39,075,865
Change in net unrealized appreciation/depreciation
on investments		(56,799,620	)		34,605,089
Net increase (decrease) in net assets
resulting from operations		(63,048,241	)		72,358,529

DISTRIBUTIONS TO SHAREHOLDERS
Net distributions to shareholders – Retail Class		(14,126,807	)		(4,217,500	)
Net distributions to shareholders – Institutional Class		(19,881,356	)		(3,623,006	)
Total distributions to shareholders		(34,008,163	)		(7,840,506	)

CAPITAL SHARE TRANSACTIONS
Increase (decrease) in net assets derived from net
change in outstanding shares – Retail Class ¹		31,949,546			13,912,197
Increase (decrease) in net assets derived from net
change in outstanding shares – Institutional Class ¹		255,921,397			49,160,917
Total increase (decrease) in net assets
from capital share transactions		287,870,943			63,073,114
Total increase (decrease) in net assets		190,814,539			127,591,137

NET ASSETS
Beginning of year		216,268,290			88,677,153
End of year	$	407,082,829		$	216,268,290

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

SMALL CAP GROWTH

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

¹	Summary of share transactions is as follows:

	Year Ended						Year Ended
	October 31, 2022						October 31, 2021
	Shares			Amount			Shares			Amount
Retail Class:
Shares Sold		1,582,086		$	52,966,487			385,601		$	15,970,441
Shares issued in
reinvestment of distributions		372,790			13,599,362			135,157			4,047,951
Shares redeemed		(1,081,058	)		(34,616,303	)		(161,261	)		(6,106,195	)
Net increase (decrease)		873,818		$	31,949,546			359,497		$	13,912,197

	Year Ended						Year Ended
	October 31, 2022						October 31, 2021
	Shares			Amount			Shares			Amount
Institutional Class:
Shares Sold		9,839,820		$	361,876,958			1,556,774		$	67,664,344
Shares issued in
reinvestment of distributions		416,279			17,346,368			94,556			3,162,899
Shares redeemed		(3,426,364	)		(123,301,929	)		(487,186	)		(21,666,326	)
Net increase (decrease)		6,829,735		$	255,921,397			1,164,144		$	49,160,917

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

LARGE CAP GROWTH

FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each year

RETAIL CLASS

	Year Ended October 31,
	2022			2021			2020			2019			2018
Net asset value, beginning of year	$	47.27		$	37.71		$	32.51		$	29.04		$	26.41

INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) ¹		0.06			(0.03	)		0.03			0.09			0.08
Net realized and unrealized
gain (loss) on investments		(9.40	)		12.80			7.57			4.99			2.58
Total from investment operations		(9.34	)		12.77			7.60			5.08			2.66

LESS DISTRIBUTIONS:
From net investment income		—			(0.01	)		(0.08	)		(0.14	)		(0.03	)
From net realized gain		(4.50	)		(3.20	)		(2.32	)		(1.47	)		—
Total distributions		(4.50	)		(3.21	)		(2.40	)		(1.61	)		(0.03	)
Net asset value, end of year	$	33.43		$	47.27		$	37.71		$	32.51		$	29.04
Total return		(21.90	)%		36.14	%		25.00	%		18.61	%		10.08	%

SUPPLEMENTAL DATA:
Net assets, end of year (millions)	$	2.7		$	4.0		$	3.0		$	3.9		$	4.2
Portfolio turnover rate		23	%		19	%		24	%		20	%		17	%

RATIOS:
Expenses to average net assets		0.94	%		0.93	%		0.95	%		0.96	%		0.99	%
Net investment income (loss)
to average net assets		0.17	%		(0.07	)%		0.08	%		0.31	%		0.26	%

¹	Calculated based on the average number of shares outstanding.

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

LARGE CAP GROWTH

FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each year

INSTITUTIONAL CLASS

	Year Ended October 31,
	2022			2021			2020			2019			2018
Net asset value, beginning of year	$	47.54		$	37.89		$	32.67		$	29.11		$	26.45

INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) ¹		0.16			0.08			0.10			0.17			0.15
Net realized and unrealized
gain (loss) on investments		(9.45	)		12.87			7.60			5.01			2.57
Total from investment operations		(9.29	)		12.95			7.70			5.18			2.72

LESS DISTRIBUTIONS:
From net investment income		(0.06	)		(0.10	)		(0.16	)		(0.15	)		(0.06	)
From net realized gain		(4.50	)		(3.20	)		(2.32	)		(1.47	)		—
Total distributions		(4.56	)		(3.30	)		(2.48	)		(1.62	)		(0.06	)
Net asset value, end of year	$	33.69		$	47.54		$	37.89		$	32.67		$	29.11
Total return		(21.69	)%		36.50	%		25.27	%		18.94	%		10.32	%

SUPPLEMENTAL DATA:
Net assets, end of year (millions)	$	377.5		$	501.8		$	390.5		$	327.2		$	293.2
Portfolio turnover rate		23	%		19	%		25	%		20	%		17	%

RATIOS:
Expenses to average net assets		0.69	%		0.68	%		0.70	%		0.71	%		0.74	%
Net investment income (loss)
to average net assets		0.42	%		0.18	%		0.29	%		0.56	%		0.50	%

¹	Calculated based on the average number of shares outstanding.

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

MID CAP GROWTH

FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each year

RETAIL CLASS

	Year Ended October 31,
	2022			2021			2020			2019			2018
Net asset value, beginning of year	$	36.20		$	24.37		$	21.65		$	18.62		$	18.46

INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) ¹		(0.13	)		(0.17	)		(0.10	)		(0.07	)		(0.03	)
Net realized and unrealized
gain (loss) on investments		(9.17	)		12.58			4.02			3.62			0.19
Total from investment operations		(9.30	)		12.41			3.92			3.55			0.16

LESS DISTRIBUTIONS:
From net investment income		—			—			—			—			—
From net realized gain		(4.00	)		(0.58	)		(1.20	)		(0.52	)		—
Total distributions		(4.00	)		(0.58	)		(1.20	)		(0.52	)		—
Net asset value, end of year	$	22.90		$	36.20		$	24.37		$	21.65		$	18.62
Total return		(28.54	)%		51.83	%		18.85	%		19.60	%		0.87	%

SUPPLEMENTAL DATA:
Net assets, end of year (millions)	$	43.1		$	41.6		$	24.8		$	26.7		$	33.3
Portfolio turnover rate		16	%		14	%		27	%		26	%		44	%

RATIOS:
Expenses to average net assets		1.03	%		1.04	%		1.05	%		1.08	%		1.08	%
Net investment income (loss)
to average net assets		(0.50	)%		(0.56	)%		(0.46	)%		(0.38	)%		(0.18	)%

¹	Calculated based on the average number of shares outstanding.

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

MID CAP GROWTH

FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each year

INSTITUTIONAL CLASS

	Year Ended October 31,
	2022			2021			2020			2019			2018
Net asset value, beginning of year	$	36.88		$	24.75		$	21.92		$	18.81		$	18.61

INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) ¹		(0.07	)		(0.10	)		(0.05	)		(0.03	)		0.01
Net realized and unrealized
gain (loss) on investments		(9.37	)		12.81			4.08			3.66			0.20
Total from investment operations		(9.44	)		12.71			4.03			3.63			0.21

LESS DISTRIBUTIONS:
From net investment income		—			—			(0.00	)²		(0.00	)²		(0.01	)
From net realized gain		(4.00	)		(0.58	)		(1.20	)		(0.52	)		—
Total distributions		(4.00	)		(0.58	)		(1.20	)		(0.52	)		(0.01	)
Net asset value, end of year	$	23.44		$	36.88		$	24.75		$	21.92		$	18.81
Total return		(28.37	)%		52.25	%		19.15	%		19.86	%		1.12	%

SUPPLEMENTAL DATA:
Net assets, end of year (millions)	$	1,192.2		$	1,706.8		$	1,242.7		$	1,049.2		$	971.1
Portfolio turnover rate		16	%		14	%		27	%		26	%		44	%

RATIOS:
Expenses to average net assets		0.78	%		0.79	%		0.80	%		0.83	%		0.83	%
Net investment income (loss)
to average net assets		(0.26	)%		(0.30	)%		(0.21	)%		(0.13	)%		0.06	%

¹	Calculated based on the average number of shares outstanding.
²	Does not round to $0.01 or $(0.01), as applicable.

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

SMALL CAP GROWTH

FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each year

RETAIL CLASS

	Year Ended October 31,
	2022			2021			2020			2019			2018
Net asset value, beginning of year	$	44.39		$	27.78		$	26.69		$	26.95		$	23.54

INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) ¹		(0.29	)		(0.39	)		(0.22	)		(0.14	)		(0.19	)
Net realized and unrealized
gain (loss) on investments		(7.42	)		19.57			3.59			2.33			3.60
Total from investment operations		(7.71	)		19.18			3.37			2.19			3.41

LESS DISTRIBUTIONS:
From net realized gain		(6.81	)		(2.57	)		(2.28	)		(2.45	)		—
Total distributions		(6.81	)		(2.57	)		(2.28	)		(2.45	)		—
Net asset value, end of year	$	29.87		$	44.39		$	27.78		$	26.69		$	26.95
Total return		(20.15	)%		73.51	%		13.51	%		9.19	%		14.53	%

SUPPLEMENTAL DATA:
Net assets, end of year (millions)	$	86.0		$	89.0		$	45.7		$	44.5		$	48.9
Portfolio turnover rate		23	%		50	%		44	%		21	%		35	%

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
Before fees waived
and expenses absorbed		1.34	%		1.39	%		1.49	%		1.49	%		1.45	%
After fees waived
and expenses absorbed		1.25	%		1.25	%		1.25	%		1.21	%		1.33	%²

RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS:
Before fees waived
and expenses absorbed		(0.97	)%		(1.17	)%		(1.10	)%		(0.82	)%		(0.86	)%
After fees waived
and expenses absorbed		(0.88	)%		(1.03	)%		(0.86	)%		(0.54	)%		(0.74	)%

¹	Calculated based on the average number of shares outstanding.
²	Effective February 28, 2018, the Advisor has contractually agreed to limit the Retail Class’ annual ratio of expenses to 1.25% of the Retail Class’ daily net assets. The prior contractual limit was 1.55%.

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

SMALL CAP GROWTH

FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each year

INSTITUTIONAL CLASS

	Year Ended October 31,
	2022			2021			2020			2019			2018
Net asset value, beginning of year	$	49.69		$	30.76		$	29.25		$	29.24		$	25.47

INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) ¹		(0.23	)		(0.33	)		(0.18	)		(0.09	)		(0.14	)
Net realized and unrealized
gain (loss) on investments		(8.46	)		21.83			3.97			2.55			3.91
Total from investment operations		(8.69	)		21.50			3.79			2.46			3.77

LESS DISTRIBUTIONS:
From net realized gain		(6.81	)		(2.57	)		(2.28	)		(2.45	)		—
Total distributions		(6.81	)		(2.57	)		(2.28	)		(2.45	)		—
Net asset value, end of year	$	34.19		$	49.69		$	30.76		$	29.25		$	29.24
Total return		(19.95	)%		73.96	%		13.78	%		9.41	%		14.84	%

SUPPLEMENTAL DATA:
Net assets, end of year (millions)	$	321.1		$	127.3		$	43.0		$	34.7		$	31.3
Portfolio turnover rate		23	%		50	%		44	%		21	%		35	%

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
Before fees waived
and expenses absorbed		1.10	%		1.14	%		1.24	%		1.28	%		1.20	%
After fees waived
and expenses absorbed		1.00	%		1.00	%		1.00	%		1.00	%		1.08	%²

RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS:
Before fees waived
and expenses absorbed		(0.74	)%		(0.92	)%		(0.86	)%		(0.62	)%		(0.61	)%
After fees waived
and expenses absorbed		(0.64	)%		(0.78	)%		(0.62	)%		(0.34	)%		(0.49	)%²

¹	Calculated based on the average number of shares outstanding.
²	Effective February 28, 2018, the Advisor has contractually agreed to limit the Institutional Class’ annual ratio of expenses to 1.00% of the Institutional Class’ daily net assets. The prior contractual limit was 1.30%.

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

CONGRESS FUNDS

NOTES TO FINANCIAL STATEMENTS October 31, 2022

NOTE 1 – ORGANIZATION

Large Cap Growth, Mid Cap Growth, and Small Cap Growth (the “Funds”) are each a diversified series of shares of beneficial interest of Professionally Managed Portfolios (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services—Investment Companies.” Large Cap Growth, which originally commenced operations on March 31, 2009, reorganized with the Century Shares Trust effective as of the close of business September 15, 2017, and assumed the accounting and performance history of the Century Shares Trust. Accordingly, Large Cap Growth has now adopted the inception date of the Century Shares Trust, which commenced operations on March 15, 1928. Mid Cap Growth commenced operations on October 31, 2012. Small Cap Growth was reorganized from the Century Small Cap Select Fund, effective as of the close of business September 15, 2017, and assumed the accounting and performance history of the Century Small Cap Select Fund, which commenced operations on December 9, 1999. Both the Century Shares Trust and the Century Small Cap Select Fund were series of the Century Capital Management Trust.

The Funds offer Retail Class and Institutional Class shares. Each class of shares has equal rights as to earnings and assets except that Retail Class shares bear distribution expenses. Each class of shares has exclusive voting rights with respect to matters that affect just that class. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments, are allocated to each class of shares based on its relative net assets.

Large Cap Growth and Small Cap Growth’s investment objectives are to seek long-term capital growth. Mid Cap Growth’s investment objective is to seek long-term capital appreciation.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Funds. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Security Valuation. All equity securities, which may include Real Estate Investment Trusts (“REITs”), Business Development Companies (“BDCs”), and Master Limited Partnerships (“MLPs”), that are traded on U.S. or foreign national securities exchanges are valued at the last reported sale price on the exchange on which the security is principally

CONGRESS FUNDS

NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued)

		traded or the exchange’s official closing price, if applicable. If, on a particular day, an exchange-traded security does not trade, then the mean between the most recent quoted bid and asked prices will be used. All equity securities, which may include REITs, BDCs, and MLPs, that are not traded on a listed exchange are valued at the last sale price in the over the counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid price and asked price will be used.

		Prior to the effectiveness of Rule 2a-5 on September 8, 2022, the Board of Trustees (the “Board”) had delegated day-to-day valuation issues to a Valuation Committee of the Trust, which was comprised of representatives from the Funds’ administrator, U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”). The function of the Valuation Committee was to value securities where current and reliable market quotations were not readily available or the closing price did not represent fair value by following procedures approved by the Board. These procedures considered many factors, including the type of security, size of holding, trading volume and news events. All actions taken by the Valuation Committee were subsequently reviewed and ratified by the Board. The Valuation Committee served until September 7, 2022. Effective September 8, 2022, the Board approved Congress Asset Management Company, LLP (the “Advisor”), as the Funds’ valuation designee under Rule 2a-5.

		As described above, the Funds utilize various methods to measure the fair value of their investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

		Level 1 –	Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.

		Level 2 –	Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

		Level 3 –	Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

CONGRESS FUNDS

NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued)

		The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

		The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

		The following is a summary of the inputs used to value the Funds’ investments as of October 31, 2022. See the Schedules of Investments for industry breakouts.

Large Cap Growth
	Level 1		Level 2		Level 3		Total
Common Stocks	$	374,851,116	$	—	$	—	$	374,851,116
Short-Term Investments		5,128,292		—		—		5,128,292
Total Investments
in Securities	$	379,979,408	$	—	$	—	$	379,979,408

Mid Cap Growth
	Level 1		Level 2		Level 3		Total
Common Stocks	$	1,222,933,369	$	—	$	—	$	1,222,933,369
Short-Term Investments		12,427,718		—		—		12,427,718
Total Investments
in Securities	$	1,235,361,087	$	—	$	—	$	1,235,361,087

Small Cap Growth
	Level 1		Level 2		Level 3		Total
Common Stocks	$	392,131,930	$	—	$	—	$	392,131,930
Short-Term Investments		13,806,498		—		—		13,806,498
Total Investments
in Securities	$	405,938,428	$	—	$	—	$	405,938,428

Foreign Currency. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment

CONGRESS FUNDS

NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued)

		securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.

		The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net unrealized and realized gain or loss from investments.

		The Funds do not isolate net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

	C.	Federal Income Taxes. Each Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provisions for federal income taxes or excise taxes have been made.

		In order to avoid imposition of the excise tax applicable to regulated investment companies, each Fund intends to declare each year as dividends in each calendar year at least 98.0% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.

		Net income losses incurred after December 31 and within the taxable year are deemed to arise on the first business day of the Funds’ next taxable year.

		As of the year ended October 31, 2022, the Funds had capital loss carry-forward and deferred post-October and late year losses as follows:

	Capital Loss		Post-October		Late-Year
	Carry-Forward		Losses		Losses
Large Cap Growth	$	—	$	—	$	—
Mid Cap Growth		—		—		3,019,464
Small Cap Growth		4,115,070		—		1,993,881

CONGRESS FUNDS

NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued)

		As of October 31, 2022, the Funds did not have any tax positions that did not meet the threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years. The Funds identify their major tax jurisdictions as U.S. Federal and the Commonwealth of Massachusetts. As of October 31, 2022, the Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially.

	D.	Security Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Dividends received from MLPs & REITs generally are comprised of ordinary income, capital gains, and may include return of capital. Interest income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the fair value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Trust’s understanding of the applicable country’s tax rules and rates.

	E.	Distributions to Shareholders. Distributions to shareholders from net investment income and net realized gains on securities for the Funds are normally declared and paid on an annual basis. Distributions are recorded on the ex-dividend date.

	F.	Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

	G.	Share Valuation. The net asset value (“NAV”) per share of the Funds are calculated by dividing the sum of the value of the securities held by the Funds, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Funds, rounded to the nearest cent. The Funds’ shares will not be priced on the days on which the New York Stock Exchange is closed for trading. The offering and redemption price is equal to the Funds’ net asset value per share. The Funds charged a 1.00% redemption fee on

CONGRESS FUNDS

NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued)

		shares held less than 90 days, however, the redemption fee was eliminated for Large Cap Growth and Small Cap Growth as of close of business day on September 15, 2017, and Mid Cap Growth as of April 30, 2016. This fee was deducted from the redemption proceeds otherwise payable to the shareholder. The Funds retained the fee charged as paid-in capital and such fees became part of the Funds’ daily NAV calculation.

	H.	Guarantees and Indemnifications. In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

	I.	Illiquid Securities. Pursuant to Rule 22e-4 under the 1940 Act, the Funds have adopted a Board approved liquidity risk management program (the “program”) that requires, among other things, that the Funds limit their illiquid investments that are assets to no more than 15% of net assets. An illiquid investment is any investment that each Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.

	J.	Reclassification of Capital Accounts. U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended October 31, 2022, the following adjustments were made¹:

	Distributable
	(Accumulated)			Paid-In
	Earnings (Losses)			Capital
Large Cap Growth	$	(1,354,409	)	$	1,354,409
Mid Cap Growth		(18,090,780	)		18,090,780
Small Cap Growth		205,744			(205,744	)

These differences were primarily due to net operating loss, foreign currency adjustments and utilization of equalization.

Recently Issued Accounting Pronouncements. In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 202203 clarifies guidance for fair value measurement of an equity

CONGRESS FUNDS

NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued)

		security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on their financial statements.

	L.	Subsequent Events. In preparing these financial statements, the Funds have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. The Funds have determined that there were no subsequent events that would need to be disclosed in the Funds financial statements.

NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

Congress Asset Management Company, LLP (the “Advisor”) provides each Fund with investment management services under an Investment Advisory Agreement (the “Advisory Agreement”). Under the Advisory Agreement, the Advisor furnishes all investment advice, office space, and certain administrative services, and provides most of the personnel needed by the Funds. As compensation for its services, the Advisor is entitled to a monthly fee. For each of the Funds, the Advisor is entitled to a monthly fee as compensation for its services at the annual rates shown in the following table:

Large Cap Growth	0.50	%
Mid Cap Growth	0.60	%
Small Cap Growth	0.85	%

The advisory fees incurred during the year ended October 31, 2022, are disclosed in the Statements of Operations. The investment advisory fees incurred are paid monthly to the Advisor, net of any monthly waiver or reimbursement discussed below.

The Advisor has contractually agreed to limit each Fund’s expense ratio as follows by reducing all or a portion of its fees and reimbursing the Fund’s expenses so that its ratio of expenses to average net assets will not exceed:

		Current
Large Cap Growth		0.95%
Mid Cap Growth		0.85%
Small Cap Growth		1.00%

The contract’s term is indefinite and may be terminated only by the Board. The amount of fees waived and expenses absorbed during the year ended

CONGRESS FUNDS

NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued)

October 31, 2022, are disclosed in the Statements of Operations. Amounts due from the Advisor are paid monthly to the Funds, if applicable.

The Advisor may recapture a portion of the following amounts no later than the dates as stated below. Any recapture of a fee waived or expense reimbursed should occur before the end of the third year following the period to which the fee waiver and/or expense absorption relates.

The Funds must pay their current ordinary operating expenses before the Advisor is entitled to any reimbursement. Additionally, the Advisor may only be reimbursed if the amount actually paid by the Fund toward operating expenses for such period (taking into account any reimbursement) does not exceed the lesser expense cap in place at the time of waiver or reimbursement. Any such reimbursement is also contingent upon the Board’s review.

Small Cap Growth:

Expiration	Amount
October 31, 2023	$	200,684
October 31, 2024		203,049
October 31, 2025		296,189
	$	699,922

The Large Cap Growth and Mid Cap Growth Funds did not waive any fees during the year ended October 31, 2022 and had no previously-waived fees available for reimbursement.

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), serves as the Funds’ administrator, fund accountant, and transfer agent. In those capacities, Fund Services maintains the Funds’ books and records, calculates each Fund’s NAV, prepares various federal and state regulatory filings, coordinates the payment of the Funds’ expenses, reviews expense accruals, and prepares materials supplied to the Board. The officers of the Trust and the Chief Compliance Officer are also employees of Fund Services. Fees paid by the Funds to Fund Services for these services for the year ended October 31, 2022, are disclosed in the Statements of Operations.

Quasar Distributors, LLC (the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the Funds’ shares. U.S. Bank N.A. serves as custodian to the Funds. U.S. Bank N.A. is an affiliate of Fund Services.

The Funds have adopted a Distribution Plan (the “Plan”) in accordance with Rule 12b-1 under the 1940 Act with respect to the Retail Class. The Plan provides that each Fund may pay a fee to the Distributor at an annual rate up to

CONGRESS FUNDS

NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued)

0.25% of the average daily net assets of the Retail Class of each Fund. These fees may be used by the Distributor to provide compensation for sales support, distribution activities, or shareholder servicing activities. Distribution fees incurred by the Funds during the year ended October 31, 2022, are disclosed in the Statements of Operations.

Each Fund has entered into sub-transfer agent arrangements (the “Arrangements”), for sub-transfer agent fees paid to third-party intermediaries, with respect to each Fund. All Arrangements must be approved by the Board. For the year ended October 31, 2022, sub-transfer agent fees incurred by the Funds are disclosed in the Statements of Operations.

NOTE 4 – PURCHASES AND SALES OF SECURITIES

The cost of purchases and the proceeds from the sale or maturity of securities, excluding short-term securities, for the year ended October 31, 2022, were as follows:

Fund	Purchases		Sales/Maturities
Large Cap Growth	$	99,523,317	$	119,652,198
Mid Cap Growth		231,990,030		256,486,357
Small Cap Growth		312,996,624		68,602,870

There were no purchases or sales of long-term U.S. Government securities for the year ended October 31, 2022.

NOTE 5 – DISTRIBUTIONS TO SHAREHOLDERS

The tax character of distributions paid during the year ended October 31, 2022, and the year ended October 31, 2021 as applicable, were as follows:

Large Cap Growth:
	2022		2021
Distributions paid from:
Ordinary income	$	599,637	$	976,560
Long-term capital gain ¹		47,441,346		33,070,874
	$	48,040,983	$	34,047,434
Mid Cap Growth:
		2022		2021
Distributions paid from:
Ordinary income	$	3,257,251	$	—
Long-term capital gain ¹		187,767,057		30,068,479
	$	191,024,308	$	30,068,479

CONGRESS FUNDS

NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued)

Small Cap Growth:

	2022		2021
Distributions paid from:
Ordinary income	$	11,189,602	$	87,445
Long-term capital gain ¹		22,818,561		7,753,061
	$	34,008,163	$	7,840,506

¹	Designated as long-term capital gain dividend, pursuant of Internal Revenue Code Section 852(b)(3).

The components of accumulated earnings (losses) on a tax basis as of the most recent fiscal year ended October 31, 2022, were as follows ²:

	Large Cap			Mid Cap			Small Cap
	Growth			Growth			Growth
Cost of investments	$	211,042,157		$	936,824,633		$	399,886,235
Gross tax unrealized
appreciation		172,886,425			363,933,054			62,650,213
Gross tax unrealized
depreciation		(3,949,174	)		(65,396,621	)		(56,598,020	)
Net unrealized
appreciation
(depreciation)		168,937,251			298,536,433			6,052,193
Undistributed
ordinary income		1,719,833			—			—
Undistributed long-term
capital gain		12,769,761			65,743,498			—
Total distributable
earnings		14,489,594			65,743,498			—
Other accumulated
gains (losses)		—			(3,019,464	)		(6,108,951	)
Total distributable
(accumulated)
earnings (losses)	$	183,426,845		$	361,260,467		$	(56,758	)

²	The differences between book and tax basis were primarily due to wash sale and transfer-in-kind adjustments.

The Small Cap Growth Fund has a short-term capital loss carryforward of $4,115,070, which does not expire.

CONGRESS FUNDS

NOTES TO FINANCIAL STATEMENTS October 31, 2022 (Continued)

NOTE 6 – CREDIT FACILITY

U.S. Bank N.A. has made available to the Funds credit facilities pursuant to separate Loan and Security Agreements for temporary or extraordinary purposes. Credit facility activity for the year ended October 31, 2022, was as follows:

	Large Cap			Mid Cap			Small Cap
	Growth			Growth			Growth
Maximum available credit	$	15,000,000		$	30,000,000		$	10,000,000
Largest amount outstanding
on an individual day		2,438,000			30,000,000			—
Average balance when in use		2,438,000			30,000,000			—
Loan outstanding as
of October 31, 2022		—			—			—
Average interest rate
when in use		3.25	%		3.25	%		—

Interest expense for the year ended October 31, 2022, is disclosed in the Statements of Operations, if applicable.

NOTE 7 – (COVID-19) PANDEMIC

The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. Although vaccines for COVID-19 are becoming more widely available, the ultimate economic fallout from the pandemic, amid the spread of COVID-19 variants, and the long-term impact on economies, markets, industries, and individual companies are not known. The operational and financial performance of individual companies and the market in general depends on future developments, including the duration and spread of the outbreak and the pace of recovery which may vary from market to market, and such uncertainty may in turn adversely affect the value and liquidity of the Funds’ investments, impair the Funds’ ability to satisfy redemption requests, and negatively impact the Funds’ performance.

CONGRESS FUNDS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of Professionally Managed Portfolios

and Shareholders of the Congress Funds

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of Congress Large Cap Growth Fund, Congress Mid Cap Growth Fund, and Congress Small Cap Growth Fund (the “Funds”), each a series of Professionally Managed Portfolios (the “Trust”), including the schedules of investments, as of October 31, 2022, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Funds as of October 31, 2022, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 1995.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of the Funds’ internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2022 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

December 29, 2022

CONGRESS FUNDS

EXPENSE EXAMPLES For the Six Months Ended October 31, 2022 (Unaudited)

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including investment advisory fees, distribution fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period (5/1/2022 – 10/31/2022).

Actual Expenses

The “Actual” lines of the following tables provide information about actual account values based on actual returns and actual expenses. Although the Funds charge no sales loads, you will be assessed fees for outgoing wire transfers, returned checks and stop payment orders at prevailing rates charged by Fund Services, the Funds’ transfer agent. If you request that a redemption be made by wire transfer, currently a $15 fee is charged by Fund Services. An Individual Retirement Account will be charged a $15 annual maintenance fee. To the extent the Funds invest in shares of other investment companies as part of their investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Funds invest in addition to the expenses of the Funds. Actual expenses of the underlying funds may vary. These expenses are not included in the following examples. The following examples include, but are not limited to, investment advisory fees, fund accounting fees, fund administration fees, custody fees, and transfer agent fees. However, the following examples do not include portfolio trading commissions and related expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that 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 in the first line under the heading titled, “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Examples for Comparison Purposes

The “Hypothetical” lines of the following tables provide information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

CONGRESS FUNDS

EXPENSE EXAMPLES For the Six Months Ended October 31, 2022 (Unaudited) (Continued)

Large Cap Growth

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During the Period
	5/1/2022	10/31/2022	5/1/2022 – 10/31/2022 ¹
Retail Class Actual	$1,000.00	$ 933.80	$4.63
Retail Class Hypothetical
(5% annual return
before expenses)	1,000.00	1,020.42	4.84

Institutional Class Actual	1,000.00	935.10	3.41
Institutional Class Hypothetical
(5% annual return
before expenses)	1,000.00	1,021.68	3.57

¹	For the Fund’s Retail and Institutional Class shares, expenses are equal to the annualized expense ratio for the most recent six-month period of 0.95% and 0.70%, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Mid Cap Growth

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During the Period
	5/1/2022	10/31/2022	5/1/2022 – 10/31/2022 ²
Retail Class Actual	$1,000.00	$ 911.30	$4.82
Retail Class Hypothetical
(5% annual return
before expenses)	1,000.00	1,020.16	5.09

Institutional Class Actual	1,000.00	912.40	3.62
Institutional Class Hypothetical
(5% annual return
before expenses)	1,000.00	1,021.42	3.82

²	For the Fund’s Retail and Institutional Class shares, expenses are equal to the annualized expense ratio for the most recent six-month period of 1.00% and 0.75%, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

CONGRESS FUNDS

EXPENSE EXAMPLES For the Six Months Ended October 31, 2022 (Unaudited) (Continued)

Small Cap Growth

	Beginning	Ending	Expenses Paid
	Account Value	Account Value	During the Period
	5/1/2022	10/31/2022	5/1/2022 – 10/31/2022 ³
Retail Class Actual	$1,000.00	$ 968.20	$6.20
Retail Class Hypothetical
(5% annual return
before expenses)	1,000.00	1,018.90	6.36

Institutional Class Actual	1,000.00	969.70	4.96
Institutional Class Hypothetical
(5% annual return
before expenses)	1,000.00	1,020.16	5.09

For the Fund’s Retail and Institutional Class shares, expenses are equal to the annualized expense ratio for the most recent six-month period of 1.25% and 1.00%, respectively (reflecting fee waivers in effect), multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

CONGRESS FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting held on August 17-18, 2022, the Board (which is comprised of five persons, all of whom are Independent Trustees as defined under the Investment Company Act) considered and approved the continuance of the Investment Advisory Agreement (the “Advisory Agreement”) between Professionally Managed Portfolios (the “Trust”) and Congress Asset Management Company, LLP (the “Advisor”) for each of the Congress Large Cap Growth Fund, Congress Mid Cap Growth Fund, and Congress Small Cap Growth Fund (each a “Fund,” and together, the “Funds”). At this meeting and at a prior meeting held on June 16, 2022, the Board received and reviewed substantial information regarding the Funds, the Advisor and the services provided by the Advisor to the Funds under the Advisory Agreement. This information, together with the information provided to the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations. Below is a summary of the factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the continuance of the Advisory Agreement:

The nature, extent and quality of the services provided and to be provided by the Advisor under the Advisory Agreement. The Trustees considered the nature, extent and quality of the Advisor’s overall services provided to the Funds as well as its specific responsibilities in all aspects of day-to-day investment management of the Funds. The Board considered the qualifications, experience and responsibilities of the portfolio managers, as well as the responsibilities of other key personnel of the Advisor involved in the day-to-day activities of the Funds. The Board also considered the resources and compliance structure of the Advisor, including information regarding its compliance program, its chief compliance officer and the Advisor’s compliance record, as well as the Advisor’s cybersecurity program, business continuity plan, and risk management process. The Board also considered the prior relationship between the Advisor and the Trust, as well as the Board’s knowledge of the Advisor’s operations, and noted that during the course of the prior year they had met with certain personnel of the Advisor to discuss fund performance and investment outlook, as well as, various marketing and compliance topics. The Board concluded that the Advisor had the quality and depth of personnel, resources, investment processes and compliance policies and procedures essential to performing its duties under the Advisory Agreement and that they were satisfied with the nature, overall quality and extent of such management services.

CONGRESS FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)

	2.	The Funds’ historical performance and the overall performance of the Advisor. In assessing the quality of the portfolio management delivered by the Advisor, the Board reviewed the short-term and long-term performance of each Fund on both an absolute basis, and in comparison to its peer funds utilizing Morningstar classifications, appropriate securities market benchmarks and the Advisor’s similarly managed accounts, all for periods ended March 31, 2022. The Board also considered performance against a smaller group of peers selected by an independent third-party consultant engaged by the Board to assist it in its 15(c) review (the “Cohort”). While the Board considered both short-term and long-term performance, it placed greater emphasis on longer term performance. When reviewing each Fund’s performance against its comparative peer group universe, the Board took into account that the investment objective and strategies of each Fund as well as its level of risk tolerance, may differ significantly from funds in its respective peer universe. When reviewing the Funds’ performance against broad market benchmarks, the Board took into account the differences in portfolio construction between the Funds and such benchmarks as well as other differences between actively managed funds and passive benchmarks, such as objectives and risks. In assessing periods of relative underperformance or outperformance, the Board took into account that relative performance can be significantly impacted by performance measurement periods and that some periods of underperformance may be transitory in nature while others may reflect more significant underlying issues.

		For the Congress Large Cap Growth Fund, the Board noted that the Fund outperformed its peer group median for the one-year, three-year and five-year periods. The Board also noted that the Fund outperformed the average of its Cohort for the one-year, three-year and five-year periods. The Board also considered that the Fund underperformed its broad-based securities market benchmark for the one-year, three-year, and five-year periods. The Board additionally considered the Fund’s outperformance compared to the Advisor’s large cap growth composite for the one-year and three-year periods and underperformance for the five-year period and that such differences were not significant.

		For the Congress Mid Cap Growth Fund, the Board noted that the Fund outperformed its peer group median for the one-year, three-year and five-year periods. The Board also noted that the Fund outperformed the average of its Cohort for the one-year, three-year and five-year periods.

CONGRESS FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)

		The Board also considered the outperformance of the Fund against its broad-based securities market benchmark for the one-year, three-year and five-year periods. The Board additionally considered the Fund’s underperformance compared to the Advisor’s mid cap growth composite for the one-year, three-year and five-year periods and that such underperformance was not significant.

		For the Congress Small Cap Growth Fund, the Board noted that the Fund outperformed its peer group median for the one-year, three-year and five-year periods. The Board also noted that the Fund outperformed the average of its Cohort for the one-year, three-year and five-year periods. The Board also considered the Fund’s outperformance against its broad-based securities market benchmark for the one-year, three-year, and five-year periods. The Board additionally considered the Fund’s outperformance compared to the Advisor’s small cap growth composite for the one-year, three-year and five-year periods and that such differences were not significant.

	3.	The costs of the services provided by the Advisor and the structure of the Advisor’s fees under the Advisory Agreement. In considering the advisory fee and total fees and expenses of each Fund, the Board reviewed comparisons to the peer funds and similarly managed separate accounts for other types of clients advised by the Advisor, as well as all expense waivers and reimbursements. When reviewing fees charged to other similarly managed accounts, the Board took into consideration the type of account and the differences in the management of that account that might be germane to the difference, if any, in the fees charged to such accounts.

		For the Congress Large Cap Growth Fund, the Board noted that the Advisor had contractually agreed to maintain an annual expense ratio of 0.95% for the Fund, excluding certain operating expenses and class-level expenses (the “Expense Cap”) and noted that the Fund was currently operating below these levels. The Board noted that the Fund’s advisory fee and net expense ratio (less Rule 12b-1 fees) were below its peer group median and average. The Board noted that the Fund’s net expense ratio (less Rule 12b-1 fees) was lower than the average of its Cohort. The Trustees also noted that the fees charged to the Congress Large Cap Growth Fund as compared to the fees charged by the Advisor to its similarly managed separate account clients differed due to a number of factors. The Board concluded that the fees paid to the Advisor were fair and reasonable in light of the comparative performance and advisory fee information.

CONGRESS FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)

		For the Congress Mid Cap Growth Fund, the Board noted that the Advisor had contractually agreed to maintain an annual expense ratio of 0.85% for the Fund, excluding certain operating expenses and class-level expenses (the “Expense Cap”), and noted that the Fund was currently operating below these levels. The Board noted that the Fund’s advisory fee and net expense ratio (less Rule 12b-1 fees) were below its peer group median and average. The Board noted that the Fund’s net expense ratio (less Rule 12b-1 fees) was lower than the average of its Cohort. The Trustees also noted that the fees charged to the Congress Mid Cap Growth Fund as compared to the fees charged by the Advisor to its similarly managed separate account clients differed due to a number of factors. The Board concluded that the fees paid to the Advisor were fair and reasonable in light of the comparative performance and advisory fee information.

		For the Congress Small Cap Growth Fund, the Board noted that the Advisor had contractually agreed to maintain an annual expense ratio of 1.00% for the Fund, excluding certain operating expenses and class-level expenses (the “Expense Cap”). The Board noted that the Fund’s advisory fee was higher than its peer group median and average and that its net expense ratio (less Rule 12b-1 fees) was below its peer group median and average. The Board noted that the Fund’s net expense ratio (less Rule 12b-1 fees) was slightly above than the average of its Cohort. The Trustees also noted that the fees charged to the Congress Small Cap Growth Fund as compared to the fees charged by the Advisor to its similarly managed separate account clients differed due to a number of factors. The Board concluded that the fees paid to the Advisor were fair and reasonable in light of the comparative performance and advisory fee information.

	4.	Economies of Scale. The Board also considered whether economies of scale were being realized by the Advisor that should be shared with shareholders. The Board noted that the Advisor has contractually agreed to reduce its advisory fees or reimburse Fund expenses so that each Fund does not exceed its specified Expense Cap. The Board also considered that, with respect to the Congress Large Cap Growth Fund and Congress Mid Cap Growth Fund, the annual expense ratio for each Fund had declined to levels below the respective Expense Cap. The Board noted that at current asset levels, it did not appear that there were additional significant economies of scale being realized by the Advisor that should be shared with shareholders and concluded that it would continue to monitor economies of scale in the future as circumstances changed and assuming asset levels continued to increase.

CONGRESS FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT (Unaudited) (Continued)

The profits to be realized by the Advisor and its affiliates from their relationship with the Funds. The Board reviewed the Advisor’s financial information and took into account both the direct benefits and the indirect benefits to the Advisor from advising the Funds. The Board considered the profitability to the Advisor from its relationship with the Funds. The Board considered any additional materials benefits derived by the Advisor from its relationship with the Funds, particularly benefits received in exchange for “soft dollars” and Rule 12b-1 fees paid to the Advisor. After such review, the Board determined that the profitability to the Advisor with respect to the Advisory Agreement was not excessive, and that the Advisor had maintained adequate financial resources to support the services it provides to the Funds.

No single factor was determinative of the Board’s decision to approve the continuance of the Advisory Agreement, but rather the Board based its determination on the total combination of information available to them. Based on a consideration of all the factors in their totality, the Board determined that the advisory arrangements with the Advisor, including each Fund’s advisory fee, were fair and reasonable. The Board therefore determined that the continuance of the Advisory Agreement would be in the best interests of the Funds and their shareholders.

CONGRESS FUNDS

TRUSTEES AND EXECUTIVE OFFICERS (Unaudited)

The Board is responsible for the overall management of the Trust, including general supervision and review of the investment activities of the Fund. The Board, in turn, elects the officers of the Trust, who are responsible for administering the day-to-day operations of the Trust and its separate series. The current trustees and officers of the Trust, their year of birth, positions with the Trust, terms of office with the Trust and length of time served, their principal occupations for the past five years and other directorships are set forth in the table below.

				Number of
				Portfolios
		Term of	Principal	in Fund	Other
	Position	Office ² and	Occupations	Complex ³	Directorships
Name, Address	with the	Length of	During	Overseen	Held During the
and Age	Trust ¹	Time Served	Past Five Years	by Trustees	Past 5 Years
Independent Trustees of the Trust

Kathleen T. Barr	Trustee	Indefinite	Retired; Chair	3	Independent
(born 1955)		Term;	of the Governing		Director,
c/o U.S. Bank Global		Since	Council, Independent		Muzinich BDC,
Fund Services		November	Directors Council		Inc. (2019 to
615 E. Michigan Street		2018.	(since 2020);		present);
Milwaukee, WI 53202			formerly, President,		Independent
			owner of a registered		Trustee for the
			investment adviser,		William Blair
			Productive Capital		Funds (2013
			Management, Inc.		to present)
			(2010 to 2013);		(19 series).
			formerly, Chief
			Administrative
			Officer, Senior Vice
			President and Senior
			Managing Director
			of Allegiant Asset
			Management Company
			(merged with PNC
			Capital Advisors, LLC
			in 2009); formerly,
			Chief Administrative
			Officer, Chief
			Compliance Officer and
			Senior Vice President of
			PNC Funds and PNC
			Advantage Funds
			(f/k/a Allegiant Funds)
			(registered investment
			companies).

CONGRESS FUNDS

TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

				Number of
				Portfolios
		Term of	Principal	in Fund	Other
	Position	Office ² and	Occupations	Complex ³	Directorships
Name, Address	with the	Length of	During	Overseen	Held During the
and Age	Trust ¹	Time Served	Past Five Years	by Trustees	Past 5 Years

Eric W. Falkeis	Trustee	Indefinite	Chief Executive	3	Independent
(born 1973)		Term;	Officer, Tidal ETF		Director,
c/o U.S. Bank Global		Since	Services LLC (2018		Muzinich BDC,
Fund Services		September	to present); formerly,		Inc. (2019
615 E. Michigan Street		2011.	Chief Operating		to present);
Milwaukee, WI 53202	Chair-	Indefinite	Officer, Direxion		Interested
	person	Term;	Funds (2013 to		Trustee, Tidal
		Since	2018); formerly,		ETF Trust (2018
		August	Senior Vice President		to present)
		2019.	and Chief Financial		(22 series);
			Officer (and other		Former
			positions), U.S.		Interested
			Bancorp Fund		Trustee,
			Services, LLC		Direxion Funds
			(1997 to 2013).		(22 series),
					Direxion Shares
					ETF Trust
					(112 series) and
					Direxion
					Insurance Trust
					(2013 to 2018).
Steven J. Paggioli	Trustee	Indefinite	Consultant;	3	Independent
(born 1950)		Term;	formerly, Executive		Director,
c/o U.S. Bank Global		Since	Vice President,		Muzinich BDC,
Fund Services		May 1991.	Investment Company		Inc. (2019
615 E. Michigan Street			Administration, LLC		to present);
Milwaukee, WI 53202			(mutual fund		Independent
			administrator).		Trustee, AMG
					Funds (1993
					to present)
					(42 series);
					Advisory Board
					Member,
					Sustainable
					Growth
					Advisers, LP.

CONGRESS FUNDS

TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

				Number of
				Portfolios
		Term of	Principal	in Fund	Other
	Position	Office ² and	Occupations	Complex ³	Directorships
Name, Address	with the	Length of	During	Overseen	Held During the
and Age	Trust ¹	Time Served	Past Five Years	by Trustees	Past 5 Years

Ashi S. Parikh	Trustee	Indefinite	Investment	3	Board of
(born 1966)		Term;	professional; formerly,	Directors
c/o U.S. Bank Global		Since	Chief Executive and		Member,
Fund Services		June	Chief Investment		Investment
615 E. Michigan Street		2020.	Officer and various		Working Group,
Milwaukee, WI 53202			other positions,		The Ohio State
			RidgeWorth		University
			Investments, LLC		Endowments
			(global investment		and Foundation
			management firm)		(2016 to
			(2006 to 2017);		present); Board
			formerly, Chief		of Directors,
			Investment Officer		World
			Institutional Growth		Methodist
			Equities, Eagle		Council,
			Asset Management		Investment
			(financial advisor);		Committee
			formerly Sr. Managing		(2018 to
			Director, Growth		present);
			Equities, Banc One		Independent
			Investment Advisors		Trustee, PNC
			(financial adviser).		Funds (2018
					to 2019)
					(32 series);
					Interested
					Trustee,
					RidgeWorth
					Funds (2014
					to 2017)
					(35 series).

CONGRESS FUNDS

TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

				Number of
				Portfolios
		Term of	Principal	in Fund	Other
	Position	Office ² and	Occupations	Complex ³	Directorships
Name, Address	with the	Length of	During	Overseen	Held During the
and Age	Trust ¹	Time Served	Past Five Years	by Trustees	Past 5 Years

Cynthia M. Fornelli	Trustee	Indefinite	Independent Director	3	Independent
(born 1960)		Term;	of TriplePoint		Director,
c/o U.S. Bank Global		Since	Venture Growth BDC		TriplePoint
Fund Services		January	Corp. (2019 to present);		Private Venture
615 E. Michigan Street		2022.	Retired; formerly,		Credit, Inc.
Milwaukee, WI 53202			Executive Director of		(2020 to
			the Center for Audit		present).
			Quality (2007-2019);
			formerly, Senior Vice
			President of Regulatory
			Conflicts Management
			at Bank of America
			(2005-2007); formerly,
			Deputy Director,
			Division of Investment
			Management with the
			U.S. Securities and
			Exchange Commission
			(1998-2005).

CONGRESS FUNDS

TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

				Number of
				Portfolios
		Term of	Principal	in Fund	Other
	Position	Office ² and	Occupations	Complex ³	Directorships
Name, Address	with the	Length of	During	Overseen	Held During the
and Age	Trust ¹	Time Served	Past Five Years	by Trustees	Past 5 Years

Officers of the Trust
Jason F. Hadler	President	Indefinite	Senior Vice	Not	Not
(born 1975)	& Principal	Term;	President and	Applicable.	Applicable.
c/o U.S. Bank Global	Executive	Since	Head of Fund
Fund Services	Officer	September	Services Fund
615 E. Michigan Street		2021.	Administration
Milwaukee, WI 53202			Department, U.S.
			Bank Global Fund
			Services since
			December 2003.
Carl G. Gee, Esq.	Secretary	Indefinite	Assistant	Not	Not
(born 1990)	& Vice	Term;	Secretary of the	Applicable.	Applicable.
c/o U.S. Bank Global	President	Since	Trust (2020-2021);
Fund Services		February	Assistant Vice
615 E. Michigan Street		2021.	President and
Milwaukee, WI 53202			Counsel, U.S.
			Bank Global Fund
			Services since
			August 2016;
			Summer Associate,
			Husch Blackwell
			LLP (2015); Law
			Clerk, Brady
			Corporation (global
			printing systems,
			labels and safety
			products company)
			(2014-2015).
Craig Benton	Treasurer	Indefinite	Assistant	Not	Not
(born 1985)	& Vice	Term;	Treasurer of the	Applicable.	Applicable.
c/o U.S. Bank Global	President	Since	Trust (2016-2021);
Fund Services		December	Assistant Vice
615 E. Michigan Street		2021.	President, U.S.
Milwaukee, WI 53202			Bank Global Fund
			Services since
			November 2007.

CONGRESS FUNDS

TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued)

				Number of
				Portfolios
		Term of	Principal	in Fund	Other
	Position	Office ² and	Occupations	Complex ³	Directorships
Name, Address	with the	Length of	During	Overseen	Held During the
and Age	Trust ¹	Time Served	Past Five Years	by Trustees	Past 5 Years

Melissa Breitzman	Assistant	Indefinite	Assistant Vice	Not	Not
(born 1983)	Treasurer	Term;	President, U.S.	Applicable.	Applicable.
c/o U.S. Bank Global		Since	Bank Global Fund
Fund Services		August	Services since
615 E. Michigan Street		2016.	June 2005.
Milwaukee, WI 53202
Kyle J. Buscemi	Assistant	Indefinite	Mutual Funds	Not	Not
(born 1996)	Treasurer	Term;	Administrator,	Applicable.	Applicable.
c/o U.S. Bank Global		Since	U.S. Bank Global
Fund Services		June	Fund Services
615 E. Michigan Street		2022.	since June 2018;
Milwaukee, WI 53202			Business
			Administration
			Student,
			2014-2018.
Gazala Khan	Chief	Indefinite	Senior Vice	Not	Not
(born 1969)	Compliance	Term;	President and	Applicable.	Applicable.
c/o U.S. Bank Global	Officer	Since	Compliance Officer,
Fund Services	Anti-	November	U.S. Bank Global
615 E. Michigan Street	Money	2022.	Fund Services since
Milwaukee, WI 53202	Laundering		July 2022; Chief
	Officer		Compliance Officer
			Matthews Asia Fund
			(May 2019-July 15,
			2022); Chief
			Compliance Officer
			GS Trust/VIT (June
			2009-May 2019); Vice
			President GSAM (May
			2005-June 2009); Staff
			Accountant, SEC
			Office of Compliance
			Inspection and
			Examination
			(1999-2005).

¹	All Trustees of the Trust who are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).
²	Under the terms of the Board’s retirement policy, a Trustee shall retire at the end of the calendar year in which he or she reaches the age of 78.
³	The Trust is comprised of numerous series managed by unaffiliated investment advisers. The term “Fund Complex” applies only to the Funds. The Funds do not hold themselves out as related to any other series within the Trust for investment purposes.

CONGRESS FUNDS

QUALIFIED DIVIDEND INCOME, DIVIDENDS RECEIVED DEDUCTION (Unaudited)

For the fiscal year ended October 31, 2022, certain dividends paid by the Funds may be subject to a maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and the Tax Cuts and Jobs Act of 2017. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

Congress Large Cap Growth Fund	100.00	%
Congress Mid Cap Growth Fund	100.00	%
Congress Small Cap Growth Fund	2.50	%

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the period ended October 31, 2021, was as follows:

Congress Large Cap Growth Fund	100.00	%
Congress Mid Cap Growth Fund	100.00	%
Congress Small Cap Growth Fund	2.50	%

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(K)(2)(C) for the Funds were as follows:

Congress Large Cap Growth Fund	0.00	%
Congress Mid Cap Growth Fund	100.00	%
Congress Small Cap Growth Fund	100.00	%

INFORMATION ABOUT PROXY VOTING (Unaudited)

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling (888) 688-1299. Furthermore, you can obtain the description on the SEC’s website at www.sec.gov.

Information regarding how the Funds voted proxies relating to portfolio securities during the most recent period ended June 30 is available without charge, upon request, by calling (888) 688-1299. Furthermore, you can obtain the Funds’ proxy voting records on the SEC’s website at www.sec.gov.

CONGRESS FUNDS

INFORMATION ABOUT THE PORTFOLIO HOLDINGS (Unaudited)

The Funds’ quarterly holdings for the most recent fiscal year can be obtained by accessing the Funds’ website at www.congressasset.com. The Funds files their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to their reports on Part F of Form N-PORT. The Funds’ Form N-PORT is available on the SEC’s website at www.sec.gov. The Funds’ Form N-PORT may also be obtained by calling (888) 688-1299.

INFORMATION ABOUT HOUSEHOLDING (Unaudited)

Each year, you are automatically sent an updated prospectus as well as annual and semi-annual reports for the Funds, if applicable. To reduce expenses, we may mail only one copy of the Funds’ prospectuses and annual and semi-annual reports to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please call us at (888) 688-1299 (or contact your financial institution). We will begin sending you individual copies thirty days after receiving your request. In addition, see the Important Notice on the cover page for changes that were made to the distribution of the annual and semi-annual reports effective January 1, 2021.

INFORMATION ABOUT THE FUNDS’ TRUSTEES (Unaudited)

The Statement of Additional Information (“SAI”) includes additional information about the Funds’ Trustees and is available without charge, upon request, by calling (888) 688-1299. Furthermore, you can obtain the SAI on the SEC’s website www.sec.gov or the Funds’ website www.congressasset.com.

(This Page Intentionally Left Blank.)

CONGRESS FUNDS

PRIVACY NOTICE (Unaudited)

The Funds collect non-public personal information about you from the following sources:

	•	Information we receive about you on applications or other forms;

	•	Information you give us verbally; and/or

	•	Information about your transactions with us or others.

We do not disclose any non-public personal information about our shareholders or former shareholders without the shareholder’s authorization, except as permitted by law or in response to inquiries from governmental authorities. We may share information with affiliated parties and unaffiliated third parties with whom we have contracts for servicing the Funds. We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibilities. All shareholder records will be disposed of in accordance with applicable law. We maintain physical, electronic and procedural safeguards to protect your non-public personal information and require third parties to treat your non-public personal information with the same high degree of confidentiality.

In the event that you hold shares of the Funds through a financial intermediary, including, but not limited to, a broker- dealer, bank or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with unaffiliated third parties.

This page is not a part of the Annual Report.

Advisor

CONGRESS ASSET MANAGEMENT COMPANY, LLP

2 Seaport Lane

Boston, Massachusetts 02210

Distributor

QUASAR DISTRIBUTORS, LLC

111 East Kilbourn Avenue, Suite 2200

Milwaukee, Wisconsin 53202

Custodian

U.S. BANK N.A.

Custody Operations

1555 North RiverCenter Drive, Suite 302

Milwaukee, Wisconsin 53212

Transfer Agent, Fund Accountant and Fund Administrator

U.S. BANCORP FUND SERVICES, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

Independent Registered Public Accounting Firm

TAIT, WELLER & BAKER LLP

Two Liberty Place

50 South 16th Street, Suite 2900

Philadelphia, Pennsylvania 19102

Legal Counsel

SULLIVAN & WORCESTER LLP

1633 Broadway, 32nd Floor

New York, New York 10019

Congress Large Cap Growth Fund

	Retail Class	Institutional Class
	Symbol – CAMLX	Symbol – CMLIX
	CUSIP – 742935216	CUSIP – 74316J789

Congress Mid Cap Growth Fund

	Retail Class	Institutional Class
	Symbol – CMIDX	Symbol – IMIDX
	CUSIP – 74316J466	CUSIP – 74316J458

Congress Small Cap Growth Fund

	Retail Class	Institutional Class
	Symbol – CSMVX	Symbol – CSMCX
	CUSIP – 74316P728	CUSIP – 74316P710

(b)	Not applicable.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Trustees of the Trust has determined that there is at least one audit committee financial expert serving on its audit committee. Ms. Kathleen T. Barr, Ms. Cynthia M. Fornelli, Messrs. Eric W. Falkeis, Steven J. Paggioli and Ashi S. Parikh are each an “audit committee financial expert” and are considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “Other services” provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

Congress Large Cap Growth Fund

	FYE 10/31/2022	FYE 10/31/2021
Audit Fees	$22,400	$21,300
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Congress Mid Cap Growth Fund

	FYE 10/31/2022	FYE 10/31/2021
Audit Fees	$22,400	$21,300
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Congress Small Cap Growth Fund

	FYE 10/31/2022	FYE 10/31/2021
Audit Fees	$22,400	$21,300
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the registrant, including services provided to any entity affiliated with the registrant.

The percentage of fees billed by Tait Weller & Baker LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

	FYE 10/31/2022	FYE 10/31/2021
Audit-Related Fees	0%	0%
Tax Fees	0%	0%
All Other Fees	0%	0%

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees	FYE 10/31/2022	FYE 10/31/2021
Registrant	N/A	N/A
Registrant’s Investment Advisor	N/A	N/A

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

(a) Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

The registrant has adopted a nominating committee charter that contains the procedures by which shareholders may recommend nominees to the registrant’s board of trustees. There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of Trustees.

Item 11. Controls and Procedures.

(a)

The Registrant’s Principal Executive Officer and Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)

There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not applicable to open-end investment companies.

Item 13. Exhibits.

(a)	(1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

(b)	Certification pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Professionally Managed Portfolios

By (Signature and Title) /s/Jason Hadler

Jason Hadler, President/Principal Executive Officer

Date January 6, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title) /s/Jason Hadler

Jason Hadler, President/Principal Executive Officer

Date January 6, 2023

By (Signature and Title) /s/Craig Benton

Craig Benton, Treasurer/Principal Financial Officer

Date January 6, 2023

* Print the name and title of each signing officer under his or her signature.