N-CSRS 1 dncsrs.htm FORM N-CSRS FORM N-CSRS
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-10401

Trust for Professional Managers

(Exact name of registrant as specified in charter)

615 East Michigan Street

Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

Rachel A. Spearo

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

(Name and address of agent for service)

(414) 765-5384

Registrant’s telephone number, including area code

Date of fiscal year end: May 31, 2008

Date of reporting period: November 30, 2007


Table of Contents
Item 1. Report to Stockholders.


Table of Contents

Semi-Annual Report

 


 

LOGO

 

Cookson Peirce Core Equity Fund

 

(Symbol: CPEQX)

 


 

November 30, 2007

 

Investment Advisor

 

Cookson, Peirce & Co., Inc.

555 Grant Street

Suite 380

Pittsburgh, PA 15219

 

Phone: 1-866-412-CORE (2673)


Table of Contents

Table of Contents

 


 

LETTER TO SHAREHOLDERS

   3

EXPENSE EXAMPLE

   5

INVESTMENT HIGHLIGHTS

   7

SCHEDULE OF INVESTMENTS

   10

STATEMENT OF ASSETS AND LIABILITIES

   12

STATEMENT OF OPERATIONS

   13

STATEMENTS OF CHANGES IN NET ASSETS

   14

FINANCIAL HIGHLIGHTS

   15

NOTES TO FINANCIAL STATEMENTS

   16

BASIS FOR TRUSTEES APPROVAL OF INVESTMENT ADVISORY AGREEMENT

   21

ADDITIONAL INFORMATION

   24


Table of Contents

Cookson Peirce Core Equity Fund

Semi-Annual Report

January 14, 2008

 

Dear Shareholder:

 

Cookson, Peirce & Co., Inc. is pleased to provide you with our semi-annual report for the Cookson Peirce Core Equity fund. Our performance of 10.46% for the six-month period ending November 30, 2007 was very strong compared to our S&P 500 Benchmark’s return of -2.33% for the same period. Performance continued to outpace the benchmark each month over the first half of the fiscal year. We are satisfied with the historic performance and feel confident that the funds current investment holdings have the potential for continued growth.

 

Annualized turnover remained above 100%, which is at the top end of the expected range; however turnover will not be actively mitigated at the expense of performance. Traditionally, periods of high turnover have been followed by less active phases. The two most significant sales during the period were Goldman Sachs and BT Group. Goldman was a long-term holding and was sold prior to the sub-prime mortgage fallout at a 71.5% gain over cost. The sale of BT Group eliminated our exposure to the Telecom sector, but made available funds for the purchase of SunPower Corporation which rose 36% for the period.

 

The most profitable holding for the period was Intuitive Surgical. Purchased in mid-June, Intuitive Surgical is up nearly 150% since purchase. Due to its exceptionally strong performance, 25% of the position was trimmed at the end of October when the allocation to the position exceeded 10% of the overall portfolio. We continued to favor growth style investments over value names throughout the period and moved more aggressively in to the historically growth-dominated sectors of Information Technology and Healthcare. The additions of ANSYS and Activision in the Technology space and Isis Pharmaceutical in Healthcare field moved the style tilt of the fund even further towards growth over this period.

 

Looking ahead, we maintain our positive outlook for equities. A great deal of uncertainty has swept the markets as credit market worries, slowing growth and persistent inflationary readings have made investors reevaluate their expectations. While a reevaluation of assumptions may be warranted, the dire musings of many market participants seems overdone. Central Banks across the globe appear to be willing to provide the necessary liquidity to ease credit contraction and spur economic activity. Additionally, the falling dollar has helped to increase the competitiveness of domestic producers worldwide, though not without consequence. While domestic growth may slow in the first half of 2008, there appears to be substantial global demand to move the economy slowly forward and avoid recession. We feel confident that the portfolio, as currently constructed, is well positioned for the current market environment.

 

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We appreciate your investment in the Cookson Peirce Core Equity Fund and look forward to a continued rewarding relationship.

 

Sincerely,

 

LOGO

 

Bruce W. Miller, CFA

Chief Investment Officer

 

LOGO

 

Cory S. Krebs, CFA

Portfolio Manager, Vice President

 

LOGO

 

Daniel S. Henderson, ChFC

President

 

Past performance is not a guarantee of future results.

 

Opinions expressed above are those of Cookson, Peirce & Co., Inc. and are subject to change, are not guaranteed and should not be considered recommendations to buy or sell any security.

 

Must be preceded or accompanied by a prospectus. Please read it carefully before investing.

 

Mutual fund investing involves risk. Principal loss is possible. The Fund may invest in small- and mid-cap companies, which involve additional risks such as limited liquidity and greater volatility.

 

The S&P 500 Index is a broad-based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. It is not possible to invest directly in an index.

 

Fund holdings and sector allocations are subject to change and are not recommendations to buy or sell any security. For a complete list of fund holdings, please refer to the fund holdings page of this report.

 

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COOKSON PEIRCE CORE EQUITY FUND

Expense Example

(Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including advisory fees and other fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund, and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (6/1/07 – 11/30/07).

 

Actual   Expenses

 

The first line of the following table provides information about actual account values and actual expenses. Although the Fund charges no sales load, you will be assessed fees for outgoing wire transfers, returned checks and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent. If you request that a redemption be made by wire transfer, currently a $15.00 fee is charged by the Fund’s transfer agent. You will be charged a redemption fee equal to 1.00% of the net amount of the redemption if you redeem your shares of the Fund within sixty days of purchase. IRA accounts will be charged a $15.00 annual maintenance fee. To the extent the Fund invests in shares of exchange-traded funds or other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Fund invests in addition to the expenses of the Fund. Actual expenses of the underlying funds are expected to vary among the various underlying funds. These expenses are not included in the Example. The Example includes, but is not limited to, advisory fees, fund administration and accounting, custody and transfer agent fees. 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 entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical   Example for Comparison Purposes

 

The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. 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 the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs

 

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COOKSON PEIRCE CORE EQUITY FUND

 

of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

     Cookson Peirce Core Equity Fund

     Beginning
Account Value
6/1/07


  

Ending

Account Value
11/30/07


   Expenses Paid
During Period
6/1/07 – 11/30/07*


Actual

   $ 1,000.00    $ 1,104.60    $ 10.05

Hypothetical (5% return before expenses)

   $ 1,000.00    $ 1,015.50    $ 9.62
*   Expenses are equal to the Fund’s annualized expense ratio of 1.91%, multiplied by the average account value over the period, multiplied by 183/366 to reflect the one-half year period.

 

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COOKSON PEIRCE CORE EQUITY FUND

Investment Highlights

(Unaudited)

 

The investment objective of the Fund is long-term growth of capital. The Fund seeks to achieve its investment objective by investing primarily in common stocks of U.S. companies. The Fund is managed using an approach that imposes no limits or restrictions on the market capitalization of its investments. The Fund's investment strategy focuses on individual stock selection taking into consideration the stock's industry group. Using quantitative measures established by the Advisor, the Fund seeks to purchase equities which have stronger relative performance than other equities. The Fund's sector breakdown as of November 30, 2007 is shown below.

 

LOGO

 

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COOKSON PEIRCE CORE EQUITY FUND

Investment Highlights (continued)

(Unaudited)

 

Total Returns as of November 30, 2007

 

     Cookson Peirce
Core Equity Fund


    S&P 500
Index


 

Six Months

   10.46 %   (2.33 )%
    

 

One Year

   28.19 %   7.72 %
    

 

Average Annual Since Inception (8/3/05)

   18.29 %   9.83 %
    

 

 

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 1-866-412-CORE (2673). The Fund imposes a 1.00% redemption fee on shares held less than sixty days. Performance quoted does not reflect the redemption fee. If reflected, total returns would be reduced.

 

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

 

The returns shown assume reinvestment of dividends and capital gains and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The following chart illustrates performance of a hypothetical investment made in the Fund and index on inception date. The chart does not reflect any future performance.

 

The S&P 500 Index includes 500 common stocks, most of which are listed on the New York Stock Exchange. The Index is a market capitalization-weighted index representing approximately two-thirds of the total market value of all domestic common stocks.

 

One cannot invest directly in an index. Sector allocations are subject to change.

 

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COOKSON PEIRCE CORE EQUITY FUND

Investment Highlights (continued)

(Unaudited)

 

LOGO

 

*   Inception Date

 

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COOKSON PEIRCE CORE EQUITY FUND

Schedule of Investments

November 30, 2007 (Unaudited)

    Shares

  Value

COMMON STOCKS - 99.76%          
Aerospace & Defense - 8.38%          

Goodrich Corp.

  12,350   $ 880,432

Precision Castparts Corp.

  4,500     663,030
       

          1,543,462
       

Biotechnology - 4.28%          

Isis Pharmaceuticals, Inc.(a)

  44,600     788,974
       

Capital Markets - 2.88%          

Janus Capital Group, Inc.

  15,800     530,406
       

Chemicals - 7.23%          

Calgon Carbon Corp.(a)

  55,800     812,448

The Lubrizol Corp.

  8,100     519,534
       

          1,331,982
       

Communications Equipment - 4.02%          

Cisco Systems, Inc.(a)

  26,400     739,728
       

Construction & Engineering - 4.78%          

Fluor Corp.

  5,980     880,077
       

Electronic Equipment & Instruments - 6.75%          

Sunpower Corp.(a)

  10,000     1,244,400
       

Energy Equipment & Services - 4.76%          

Cameron International Corp.(a)

  9,400     876,362
       

Food Products - 4.09%          

Bunge Ltd.

  6,700     752,678
       

Health Care Equipment & Supplies - 4.54%          

Gen-Probe, Inc.(a)

  12,500     836,125
       

Health Care Providers & Services - 5.53%          

Express Scripts, Inc.(a)

  15,050     1,019,637
       

Hotels, Restaurants & Leisure - 3.24%          

MGM Mirage(a)

  6,900     596,850
       

Household Products - 3.82%          

Energizer Holdings, Inc.(a)

  6,200     704,506
       

Insurance - 1.79%          

Manulife Financial Corp.

  7,880     329,226
       

Machinery - 9.54%          

Flowserve Corp.

  9,710     913,614

SPX Corp.

  8,300     844,608
       

          1,758,222
       

 

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

 

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COOKSON PEIRCE CORE EQUITY FUND

Schedule of Investments (continued)

November 30, 2007 (Unaudited)

 

    Shares

  Value

 
Medical Devices - 7.11%            

Intuitive Surgical, Inc.(a)

  4,000   $ 1,310,720  
       


Metals & Mining - 4.30%            

Freeport-McMoRan Copper & Gold, Inc. — Class B

  8,000     791,440  
       


Oil, Gas & Consumable Fuels - 3.83%            

Marathon Oil Corp.

  12,620     705,458  
       


Software - 8.89%            

Activision, Inc.(a)

  32,000     708,800  

Ansys, Inc.(a)

  23,900     928,754  
       


          1,637,554  
       


TOTAL COMMON STOCKS (Cost $14,526,734)

        18,377,807  
       


SHORT TERM INVESTMENT - 0.35%            

Investment Company

           

The AIM STIT Liquid Assets Portfolio

  64,646     64,646  
       


TOTAL SHORT TERM INVESTMENT (Cost $64,646)

        64,646  
       


Total Investments (Cost $14,591,380) - 100.11%         18,442,453  

Liabilities in Excess of Other Assets - (0.11)%

        (20,951 )
       


TOTAL NET ASSETS - 100.00%       $ 18,421,502  
       



Percentages are stated as a percent of net assets.

 

(a)

 

Non-Income Producing

 

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

 

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COOKSON PEIRCE CORE EQUITY FUND

 

Statement of Assets and Liabilities       
     November 30, 2007
(Unaudited)
 
Assets         

Investments, at value (cost $14,591,380)

   $ 18,442,453  

Cash

     391  

Dividends and interest receivable

     10,524  

Prepaid assets

     13,969  
    


Total Assets

     18,467,337  
    


Liabilities         

Payable to Advisor

     9,748  

Payable to affiliates

     13,217  

Accrued expenses and other liabilities

     22,870  
    


Total Liabilities

     45,835  
    


Net Assets    $ 18,421,502  
    


Net Assets Consist Of:         

Paid-in capital

   $ 13,920,318  

Accumulated net investment loss

     (83,292 )

Undistributed net realized gain

     733,403  

Net unrealized appreciation on investments

     3,851,073  
    


Net Assets    $ 18,421,502  
    


Shares of beneficial interest outstanding (unlimited number of shares authorized, $0.001 par value)

     1,246,219  
    


Net asset value, redemption price and offering price per share

   $ 14.78  
    


 

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

 

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COOKSON PEIRCE CORE EQUITY FUND

 

Statement of Operations       
For the Six Months Ended November 30, 2007
(Unaudited)
 
Investment Income         

Dividend income(1)

   $ 65,816  

Interest income

     2,926  
    


Total Investment Income

     68,742  
    


Expenses         

Advisory fees

     95,941  

Administration fees

     15,465  

Fund accounting fees

     13,368  

Transfer agent fees and expenses

     11,532  

Audit and tax fees

     11,046  

Legal fees

     5,940  

Federal and state registration fees

     4,965  

Reports to shareholders

     3,960  

Custody fees

     3,642  

Trustees’ fees and related expenses

     695  

Other expenses

     4,284  
    


Total Expenses

     170,838  

Less waivers and reimbursement by Advisor

     (18,804 )
    


Net Expenses

     152,034  
    


Net Investment Loss      (83,292 )
    


Realized and Unrealized Gain on Investments         

Net realized gain from security transactions

     384,814  

Change in net unrealized appreciation/deprecation on:

        

Investments

     1,434,339  

Foreign currency translation

     (52 )
    


Net Realized and Unrealized Gain on Investments      1,819,101  
    


Net Increase In Net Assets From Operations    $ 1,735,809  
    



(1)

 

Net of $731 in foreign withholding tax.

 

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

 

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COOKSON PEIRCE CORE EQUITY FUND

 

Statements of Changes in Net Assets  
     Six Months Ended
November 30, 2007
(Unaudited)


    Year Ended
May 31, 2007


 
From Operations                 

Net investment loss

   $ (83,292 )   $ (73,354 )

Net realized gain from investments

     384,814       689,914  

Net change in unrealized appreciation/depreciation on:

                

Investments

     1,434,339       1,285,140  

Foreign currency translation

     (52 )     52  
    


 


Net increase in net assets from operations

     1,735,809       1,901,752  
    


 


From Capital Share Transactions                 

Proceeds from shares sold

     2,538,636       4,143,559  

Costs for shares redeemed**

     (730,951 )     (714,156 )
    


 


Net increase in net assets from capital share transactions

     1,807,685       3,429,403  
    


 


Total Increase in Net Assets

     3,543,494       5,331,155  
Net Assets:                 

Beginning of period

     14,878,008       9,546,853  
    


 


End of period

   $ 18,421,502     $ 14,878,008  
    


 


**Net of Redemption fees of

   $ 15     $ 15  
    


 


 

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

 

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COOKSON PEIRCE CORE EQUITY FUND

 

Financial Highlights  
Per Share Data for a Share Outstanding Throughout Each Period  
     Six Months Ended
November 30, 2007
(Unaudited)


    Year Ended
May 31, 2007


 
Net Asset Value, Beginning of Period    $ 13.38     $ 11.59  
    


 


Income (loss) from investment operations:                 

Net investment loss

     (0.07 )(1)     (0.07 )(1)

Net realized and unrealized gain on investments

     1.47       1.86  
    


 


Total from investment operations

     1.40       1.79  
    


 


Paid-in capital from redemption fees (Note 2)

     (2)     (2)
    


 


Net Asset Value, End of Period    $ 14.78     $ 13.38  
    


 


Total Return(3)      10.46 %     15.44 %
    


 


Supplemental Data and Ratios:                 

Net assets at end of period (000’s)

   $ 18,422     $ 14,878  

Ratio of expenses to average net assets:

                

Before waiver and expense reimbursement(5)

     2.14 %     2.63 %(4)

After waiver and expense reimbursement(5)

     1.91 %     2.00 %(4)

Ratio of net investment loss to average net assets:

                

Before waiver and expense reimbursement(5)

     (1.28 )%     (1.27 )%(6)

After waiver and expense reimbursement(5)

     (1.05 )%     (0.64 )%(6)

Portfolio turnover rate(3)

     58.58 %     114.85 %

(1)

 

Per share net investment loss was calculated prior to tax adjustments.

(2)

 

Less than one cent per share.

(3)

 

Not annualized for periods less than a full year.

(4)

 

The ratio of expenses to average net assets includes interest expense. The before waiver and expense reimbursement and after waiver and expense reimbursement ratios excluding interest expense was 2.63% and 2.00%, for the period ended May 31, 2007.

(5)

 

Annualized.

(6)

 

The net investment loss ratios include interest expense.

 

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

 

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COOKSON PEIRCE CORE EQUITY FUND

 

Notes to Financial Statements

November 30, 2007

 

(1)   Organization

 

Trust for Professional Managers (the “Trust”) was organized as a Delaware statutory trust under a Declaration of Trust dated May 29, 2001. The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Cookson Peirce Core Equity Fund (the “Fund”) represents a distinct diversified series with its own investment objectives and policies within the Trust. The investment objective of the Fund is long-term growth of capital. The Trust may issue an unlimited number of shares of beneficial interest at $0.001 par value. The assets of the Fund are segregated, and a shareholder’s interest is limited to the Fund in which shares are held. The Fund commenced operations on August 3, 2005. Costs incurred by the Fund in connection with the organization, registration and the initial public offering of shares were paid by Cookson, Peirce & Co., Inc. (the “Advisor”).

 

(2)   Significant Accounting Policies

 

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

 

  (a)   Investment Valuation

 

Each security owned by the Fund that is listed on a securities exchange is valued at its last sale price on that exchange on the date as of which assets are valued. Where the security is listed on more than one exchange, the Fund will use the price of the exchange that the Fund generally considers to be the principal exchange on which the stock is traded. Fund securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”) will be valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If there has been no sale on such exchange or on NASDAQ on such day, the security is valued at the closing bid price on such day. When market quotations are not readily available, any security or other asset is valued at its fair value as determined in good faith in accordance with procedures adopted by the Trust’s Board of Trustees. These fair value procedures will also be used to price a security when corporate events, events in the securities market and/or world events cause the Advisor to believe that a security’s last sale price may not reflect its actual market value at the time of the U.S. market close. The intended effect of using fair value pricing procedures is to ensure that the Fund is accurately priced. If a reliable market quotation becomes available for a security formerly valued through fair valuation techniques, the Fund would compare the new market quotation to the fair value price to evaluate the effectiveness of its fair valuation. If any significant discrepancies are found, the Fund may adjust its fair valuation pricing procedures.

 

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Notes to Financial Statements, continued

November 30, 2007

 

The Board of Trustees will regularly evaluate whether their fair valuation pricing procedures continue to be appropriate in light of the specific circumstances of the Trust and the quality of prices obtained through their application by the Valuation Committee.

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosure about fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Management is currently evaluating the implications of SFAS No. 157, and its impact on the financial statements has not yet been determined.

 

  (b)   Federal Income Taxes

 

The Fund complies with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and makes the requisite distributions of income and capital gains to its shareholders sufficient to relieve it from all or substantially all federal income taxes. Therefore, no federal income tax provision has been provided.

 

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. To the extent that a tax benefit of a position is not deemed to meet the more-likely-than-not threshold, the Fund would record income tax expense in the statement of operations. Adoption of FIN 48 is required as of the date of the last Net Asset Value (“NAV”) calculation in the first required financial statement reporting period for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date, which is expected to be November 30, 2007. At this time, management is evaluating the implications of FIN 48 and its impact on the financial statements has not yet been determined.

 

  (c)   Distributions to Shareholders

 

The Fund will distribute any net investment income and any net realized long- or short-term capital gains at least annually. Distributions from net realized gains for book purposes may include short-term capital gains. All short-term capital gains are included in ordinary income for tax purposes. Distributions to shareholders are recorded on the ex-dividend date. The Fund may also pay a special distribution at the end of the calendar year to comply with federal tax requirements.

 

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Notes to Financial Statements, continued

November 30, 2007

 

  (d)   Use of Estimates

 

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

 

  (e)   Share Valuation

 

The net asset value (“NAV”) per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the New York Stock Exchange is closed for trading. The offering and redemption price per share for the Fund is equal to the Fund’s net asset value per share. The Fund charges a 1.00% redemption fee on shares held less than sixty days. These fees are deducted from the redemption proceeds otherwise payable to the shareholder. The Fund will retain the fee charged as an increase in paid-in capital and such fees become part of the Fund’s daily NAV calculation. During the six month period ended November 30, 2007 the Fund retained $15 of redemption fees.

 

  (f)   Expenses

 

Expenses associated with a specific fund in the Trust are charged to that fund. Common expenses are allocated between the funds of the Trust based upon the ratio of the net assets of each fund to the combined net assets of the Trust, or other equitable means.

 

  (g)   Other

 

Investment transactions are recorded on the trade date. The Fund determines the gain or loss from investment transactions on the identified cost basis by comparing the original cost of the security lot sold with the net sale proceeds. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis.

 

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COOKSON PEIRCE CORE EQUITY FUND

 

Notes to Financial Statements, continued

November 30, 2007

 

(3)   Federal Tax Matters

 

There were no distributions paid to shareholders for the year ended May 31, 2007 or the period ended May 31, 2006.

 

As of May 31, 2007, the components of accumulated earnings on a tax basis were as follows:

 

Cost basis of investments for federal income tax purposes

   $ 12,417,068  
    


Gross tax unrealized appreciation

   $ 2,456,265  

Gross tax unrealized depreciation

     (39,531 )
    


Net tax unrealized appreciation

   $ 2,416,734  
    


Undistributed ordinary income

   $  

Undistributed long-term capital gain

     348,589  
    


Total distributable earnings

   $ 348,589  
    


Other accumulated losses

      
    


Total accumulated earnings

   $ 2,765,323  
    


 

The Fund intends to utilize provisions of the federal income tax laws which allow it to carry a realized capital loss forward for eight years following the year of loss and offset such losses against any future realized capital gains. At May 31, 2007, the Fund utilized a capital loss carryforward of $35,613. Federal income tax laws do not allow a net investment loss to be carried forward to offset any future net investment income.

 

For the fiscal year ended May 31, 2007, accumulated net investment loss was decreased by $73,354, undistributed net realized gains were increased by $99 and paid-in capital was decreased by $73,453. The permanent differences primarily relate to net operating losses.

 

(4)   Investment Advisor

 

The Trust has an Investment Advisory Agreement (the “Agreement”) with the Advisor to furnish investment advisory services to the Fund. Under the terms of the Agreement, the Trust, on behalf of the Fund, compensates the Advisor for its management services at the annual rate of 1.25% through October 31, 2007; and 1.00% on and after November 1, 2007, of the Fund’s average daily net assets.

 

The Advisor has contractually agreed to waive its management fee and/or reimburse the Fund’s other expenses for an indefinite period at the discretion of the Advisor and the Board of Trustees to the extent necessary to ensure that the Fund’s operating expenses do not exceed (a) 2.00% through October 31, 2007; and (b) 1.50% on and

 

19


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COOKSON PEIRCE CORE EQUITY FUND

 

Notes to Financial Statements, continued

November 30, 2007

 

after November 1, 2007 (the “Expense Limitation Cap”) of the Fund’s average daily net assets. For the six-month period ended November 30, 2007, expenses of $18,804 incurred by the fund were waived by the Advisor. Any such waiver or reimbursement is subject to later adjustment to allow the Advisor to recoup amounts waived or reimbursed to the extent actual fees and expenses for a fiscal period are less than the Expense Limitation Cap; provided, however, that the Advisor shall only be entitled to recoup such amounts for a period of three years from the date such amount was waived or reimbursed.

 

The following table shows the remaining waived or reimbursed expenses subject to potential recovery expiring in:

 

2009

  $89,656

2010

  $72,137

 

(5)   Related Party Transactions

 

A Trustee of the Trust is affiliated with U.S. Bancorp Fund Services, LLC and U.S. Bank, N.A., which provide accounting, administration, transfer agency and custodian services to the Fund. A Trustee of the Trust is an interested person of Quasar Distributors, LLC, the Fund’s principal underwriter.

 

(6)   Capital Share Transactions

 

Transactions in shares of the Fund were as follows:

 

     Period Ended
November 30, 2007


    Year Ended
May 31, 2007


 

Shares Sold

   188,170     348,261  

Shares Redeemed

   (54,296 )   (59,562 )
    

 

Net Increase

   133,874     288,699  
    

 

 

(7)   Investment Transactions

 

The aggregate purchases and sales of securities, excluding short-term investments, for the Fund for the six month period ended November 30, 2007, were $9,415,131 and $11,221,637, respectively. There were no purchases or sales of U.S. government securities for the Fund.

 

20


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BASIS FOR TRUSTEES APPROVAL OF INVESTMENT ADVISORY AGREEMENT

(Unaudited)

 

The Board of Trustees (the “Trustees”) of Trust for Professional Managers (the “Trust”) met on April 19, 2007 to consider the annual renewal of the Investment Advisory Agreement (the “Agreement”) between the Cookson Peirce Core Equity Fund (the “Fund”), a series of the Trust, and Cookson, Peirce & Co., Inc., the Fund’s investment adviser (the “Advisor”). In advance of the meeting, the Trustees requested and received materials to assist them in considering the approval of the Agreement. The materials provided contained information with respect to the factors enumerated below, including the Agreement, a memorandum prepared by the Trust’s outside legal counsel discussing in detail the Trustees’ fiduciary obligations and the factors they should assess in considering the renewal of the Agreement, detailed comparative information relating to the Fund’s performance, as well as the advisory fees and other expenses of the Fund, due diligence materials relating to the Advisor (including a due diligence questionnaire completed on behalf of the Fund by the Advisor, Form ADV, financial statements, bibliographic information of key personnel, written compliance program and Code of Ethics) and other pertinent information. The Trustees also received information periodically throughout the year that was relevant to the Agreement renewal process, including performance, management fee and other expense information. Based on its evaluation of information provided by the Advisor, in conjunction with the Funds’ other service providers, the Trustees, by a unanimous vote (including a separate vote of the Trustees who are not “interested persons,” as that term is defined in the Investment Company Act of 1940, as amended) (the “Independent Trustees”), approved the continuation of the Agreement until August 31, 2007. At the request of the Fund’s administrator, the approval of the Agreement was made for a term of less than one year in order to align the timing of the Trustees’ approval of the Agreement with their approvals relating to the separate investment advisory agreements for each of the other series of the Trust.

 

Discussion of Factors Considered

 

In considering the Agreement and reaching its conclusions, the Trustees reviewed and analyzed various factors that it determined were relevant, including the factors enumerated below.

 

1.   Nature, Extent and Quality of Services Provided to the Fund.

 

The Trustees considered the nature, extent and quality of services provided by the Advisor to the Fund. The Trustees considered the Advisor’s specific responsibilities in all aspects of day-to-day management of the Fund, as well as the qualifications, experience and responsibilities of the portfolio managers and other key personnel at the Advisor involved in the day-to-day activities of the Fund. The Trustees also discussed the Advisor’s marketing activity and commitment to Fund growth. The Trustees reviewed the structure of the Advisor’s compliance procedures and any material compliance issues during the prior year with respect to the Fund. The Trustees noted that during the course of the prior year they had met with the Advisor in person to discuss various performance, marketing and compliance issues. The Trustees also noted any services that extended beyond portfolio management, and they considered the trading capability of the Advisor. The Trustees discussed in detail the Advisor’s handling of compliance matters, including the reports of

 

21


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the Fund’s chief compliance officer to the Trustees on the effectiveness of the Advisor’s compliance program. The Trustees concluded that the Advisor had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Agreement and that the nature, overall quality and extent of the management services provided to the Fund were satisfactory and reliable.

 

2.   Investment Performance of the Advisor and the Fund.

 

The Trustees discussed the Fund’s performance for the period ended March 31, 2007 and the overall performance by the Advisor. In assessing the quality of the portfolio management delivered by the Advisor, the Trustees also compared the short-term and long-term performance of the Fund on both an absolute basis and in comparison to a benchmark index and a peer group of multi-cap growth funds, as constructed by data provided by Lipper, Inc. The Trustees also reviewed information on the historical performance of other accounts managed by the Advisor that were similar to the Fund in terms of size and investment objectives. The Trustees noted that the Fund’s performance matched or exceeded the peer group median for the one-month, three-month, six-month and one-year periods ended March 31, 2007. The Trustees also noted the Fund’s performance ranked in the third quartile of the peer group overall for the one-year period ended March 31, 2007. After considering all of the information, the Trustees concluded that the performance obtained by the Fund was satisfactory under current market conditions and that, although past performance is not a guarantee of future results, the Fund and its shareholders were likely to benefit from the Advisor’s continued management.

 

3.   Costs of Services and Profits Realized by the Advisor.

 

The Trustees considered the cost of services and the structure of the Advisor’s fees, including a review of the expense analyses and other pertinent material with respect to the Fund. The Trustees reviewed the related statistical information and other materials provided, including the comparative expenses, components and peer group selections. The Trustees considered the cost structure of the Fund relative to its peer group and the Advisor’s separately-managed accounts, as well as the expense waivers and reimbursements of the Advisor.

 

The Trustees also discussed the overall profitability of the Advisor, reviewing the Advisor’s financial information and noted that the Advisor had subsidized the Fund’s operations following the Fund’s inception. The Trustees also examined the level of profits that could be expected to accrue to the Advisor from the fees payable under the Agreement and the expense subsidization undertaken by the Advisor. These considerations were based on materials requested by the Trustees and the Fund’s administrator specifically for the meeting, as well as the presentations made by the Advisor over the course of the year.

 

The Trustees noted that the Fund’s contractual management fee of 1.25% was similar to the peer group median of 1.00%. The Trustees also noted that the Fund’s total expenses, net of waivers/reimbursements, of 2.00% were above the peer group median of 1.50%, but fell well below the peer group high of 3.006%. The Trustees concluded that the Fund’s expenses and the fees paid to the Advisor were fair and reasonable in light of the

 

22


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comparative performance and expense and advisory fee information. The Trustees further concluded that the Advisor’s profit from sponsoring the Fund had not been, and currently was not, excessive and that the Advisor had maintained adequate profit levels to support the services to the Fund.

 

4.   Extent of Economies of Scale as the Fund Grows.

 

The Trustees compared the Fund’s expenses relative to its peer group and discussed realized and potential economies of scale. The Trustees then compared the fees paid by the Fund to the fees paid by other accounts managed by the Advisor that were similar to the Fund in terms of size and investment objectives and noted that the Fund’s expenses appeared to be within the range of these other separately-managed accounts at certain asset levels. The Trustees also reviewed the structure of the Fund’s advisory fee and whether the Fund was large enough to generate economies of scale for shareholders or whether economies of scale would be expected to be realized as Fund assets grow (and if so, how those economies were being or would be shared with shareholders). The Trustees reviewed all expense waivers and reimbursements by the Advisor with respect to the Fund. With respect to the Advisor’s fee structure and any applicable expense waivers, the Trustees concluded that the realized and potential economies of scale with respect to the Fund were acceptable.

 

5.   Benefits Derived from the Relationship with the Fund.

 

The Trustees considered the direct and indirect benefits that could be received by the Advisor from its association with the Fund. The Trustees examined the brokerage and commissions of the Advisor with respect to the Fund. The Trustees concluded that the benefits the Advisor may receive, such as greater name recognition or increased ability to obtain research or brokerage services, appear to be reasonable, and in many cases may benefit the Fund.

 

Conclusions

 

The Trustees considered all of the foregoing factors. In considering the Agreement, the Trustees did not identify any one factor as all-important, but rather considered these factors collectively in light of the Fund’s surrounding circumstances. Based on this review, the Trustees, including a majority of the Independent Trustees, approved the renewal of the Agreement with the Fund as being in the best interests of the Fund and its shareholders.

 

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COOKSON PEIRCE CORE EQUITY FUND

 

Additional Information

(Unaudited)

 

Information about Trustees

 

The business and affairs of the Trust are managed under the direction of the Trust’s Board of Trustees. Information pertaining to the Trustees of the Trust is set forth below. The Statement of Additional Information includes additional information about the Trustees and is available, without charge, upon request by calling 1-866-412-CORE (2673).

 

Indemnifications

 

Under the Fund’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that provide general indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

 

Independent Trustees

 

Name,

Address and Age


 

Position(s)

Held with

the Trust


 

Term of

Office and

Length of

Time Served


 

Principal
Occupation(s)

During the Past

Five Years


 

Number of

Portfolios

in Trust

Overseen

by Trustee


 

Other
Directorships
Held by
Trustee


Dr. Michael D. Akers

615 E. Michigan St.

Milwaukee, WI 53202

Age: 52

  Trustee   Indefinite Term; Since August 22, 2001  

Professor of Accounting, Marquette University
(2004–present);

Associate Professor of Accounting, Marquette University
(1996–2004).

  14   Independent Trustee, MUTUALS.com (an open-end investment company with two portfolios).

Gary A. Drska

615 E. Michigan St.

Milwaukee, WI 53202

Age: 51

  Trustee   Indefinite Term; Since August 22, 2001   Captain, Midwest Airlines, Inc. (airline company) (1985–Present); Director, Flight Standards & Training
(1990–1999).
  14   Independent Trustee, MUTUALS.com (an open-end investment company with two portfolios).

 

24


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COOKSON PEIRCE CORE EQUITY FUND

 

Additional Information (continued)

(Unaudited)

 

Interested Trustee and Officers

 

Name,

Address and Age


  

Position(s)

Held with

the Trust


 

Term of

Office and

Length of

Time Served


 

Principal
Occupation(s)

During the Past
Five Years


 

Number of

Portfolios

in Trust

Overseen

by Trustee


 

Other
Directorships
Held by
Trustee


Joseph C. Neuberger*

615 E. Michigan St.

Milwaukee, WI 53202

Age: 45

   Chairperson, President and Treasurer/ Principal Accounting Officer and Trustee   Indefinite Term; Since August 22, 2001   Executive Vice President, U.S. Bancorp Fund Services, LLC (1994–Present).  

14

  Director/Trustee, Buffalo Funds (an open-end investment company with nine portfolios); Trustee, MUTUALS.com (an open-end investment company with two portfolios).

Kathleen Osland

615 E. Michigan St.

Milwaukee, WI 53202

Age: 29

   Chief Compliance Officer   Indefinite Term; Since
August 1, 2006
  Counsel, U.S. Bancorp Fund Services, LLC (May 2005–present); Associate Counsel, Urban & Taylor, S.C. (2003–2005).   N/A   N/A

Rachael A. Spearo

615 E. Michigan St.

Milwaukee, WI 53202

Age: 28

   Secretary   Indefinite Term; Since November 15, 2005   Counsel, U.S. Bancorp Fund Services, LLC (2004–present).   N/A   N/A

*   Mr. Neuberger is an “interested person” of the Trust as defined by the 1940 Act. Mr. Neuberger is an interested person of the Trust by virtue of the fact that he is an affiliated person of Quasar Distributors, LLC, the Fund’s principal underwriter.

 

25


Table of Contents

 

A NOTE ON FORWARD LOOKING STATEMENTS

 

Except for historical information contained in the annual report for the Fund, the matters discussed in this report may constitute forward-looking statements made pursuant to the safe-harbor provisions of the Securities Litigation Reform Act of 1995. These include any advisor or portfolio manager predictions, assessments, analyses or outlooks for individual securities, industries, market sectors and/or markets. These statements involve risks and uncertainties. In addition to the general risks described for the Fund in the current Prospectus, other factors bearing on this report include the accuracy of the Advisor’s or portfolio managers’ forecasts and predictions, and the appropriateness of the investment programs designed by the Advisor or portfolio managers to implement their strategies efficiently and effectively. Any one or more of these factors, as well as other risks affecting the securities markets and investment instruments generally, could cause the actual results of the Fund to differ materially as compared to benchmarks associated with the Fund.

 

ADDITIONAL INFORMATION

 

The Cookson Peirce Core Equity Fund has adopted proxy voting policies and procedures that delegate to the Advisor the authority to vote proxies. A description of the Cookson Peirce Core Equity Fund’s proxy voting policies and procedures is available without charge, upon request, by calling the Fund toll free at 1-866-412-CORE (2673). A description of these policies and procedures is also included in the Fund’s Statement of Additional Information, which is available on the SEC’s website at http://www.sec.gov.

 

The Fund’s proxy voting record for the most recent 12-month period ended June 30 is available without charge, upon request, by calling toll free, 1-866-412-CORE (2673), or by accessing the SEC’s website at http://www.sec.gov.

 

The Fund files its complete schedule of portfolio holdings with the SEC four times each fiscal year at quarter-ends. The Fund files its schedule of portfolio holdings with the SEC on Form N-CSR (second and fourth quarters) and on Form N-Q (first and third quarters). Shareholders may view the Fund’s Forms N-CSR and N-Q on the SEC’s website at http://www.sec.gov. Forms N-CSR and N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the SEC’s Public Reference Room may be obtained by calling 1-202-551-8090 (direct) or 1-800-SEC-0330 (general SEC number).


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COOKSON PEIRCE CORE EQUITY FUND

 

Investment Advisor

  Cookson, Peirce & Co., Inc.
    555 Grant Street
    Suite 380
    Pittsburgh, Pennsylvania 15219

Legal Counsel

  Godfrey & Kahn, S.C.
    780 North Water Street
    Milwaukee, Wisconsin 53202

Independent Registered Public

  Deloitte & Touche LLP

Accounting Firm

  555 East Wells Street
    Milwaukee, Wisconsin 53202

Transfer Agent, Fund Accountant

  U.S. Bancorp Fund Services, LLC

and Fund Administrator

  615 East Michigan Street
    Milwaukee, Wisconsin 53202

Custodian

  U.S. Bank, National Association
    Custody Operations
    1555 North River Center Drive
    Suite 302
    Milwaukee, Wisconsin 53212

Distributor

  Quasar Distributors, LLC
    615 East Michigan Street
    Milwaukee, Wisconsin 53202


Table of Contents
Item 2. Code of Ethics.

Not applicable for semi-annual reports.

 

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

 

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

 

Item 5. Audit Committee of Listed Registrants.

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

 

Item 6. Schedule of Investments.

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

 

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.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.


Table of Contents

Item 11. Controls and Procedures.

 

(a) The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer has concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

 

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

 

(a) (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the Registrant intends to satisfy Item 2 requirements through filing an exhibit. Incorporated by reference to the Registrant’s Form N-CSR filed August 4, 2006.

 

(2) Certification 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 1940 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.

 

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


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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.

 

Trust for Professional Managers
By   /s/ Joseph Neuberger
  Joseph Neuberger, President and Treasurer
Date   2/7/2008

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 person on behalf of the Registrant and in the capacities and on the date indicated.

 

By   /s/ Joseph Neuberger
  Joseph Neuberger, President and Treasurer
Date   2/7/2008