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 811-21897
Manager Directed Portfolios
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
Scott M. Ostrowski, President
Manager Directed Portfolios
c/o U.S. Bank Global Fund Services
811 East Wisconsin Avenue, 8th Floor
Milwaukee, WI 53202
(Name and address of agent for service)
(414) 765-4339
Registrant's telephone number, including area code
Date of fiscal year end: March 31, 2022
Date of reporting period: September 30, 2021
Item 1. Reports to Stockholders.
(a) | [Insert full text of semi-annual or annual report here] |
Pemberwick Fund
Semi-Annual Report
September 30, 2021
Pemberwick Fund
Table of Contents
Performance Overview | | | 3 |
Sector Allocation of Portfolio Assets | | | 4 |
Schedule of Investments | | | 5 |
Statement of Assets and Liabilities | | | 22 |
Statement of Operations | | | 23 |
Statements of Changes in Net Assets | | | 24 |
Financial Highlights | | | 25 |
Notes to the Financial Statements | | | 26 |
Expense Example | | | 35 |
Statement Regarding Liquidity Risk Management Program | | | 37 |
Notice to Shareholders | | | 38 |
Privacy Notice | | | 39 |
Pemberwick Fund (Unaudited)
Average Annual | Six Months | | | | |
Total Return Periods | Ended | | | | Since Inception |
Ended September 30, 2021*: | 9/30/2021 | 1 Year | 3 Year | 5 Year | (2/1/2010) |
Pemberwick Fund (No Load) | 0.24% | 0.54% | 1.86% | 1.62% | 1.39% |
Bloomberg Barclays 1-3 Year | | | | | |
US Government/Credit Index | 0.13% | 0.30% | 2.87% | 1.89% | 1.55% |
Total Annual Fund Operating Expenses as of 7/31/2021 Prospectus: 0.42%
Performance data quoted represents past performance; past performance 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 1-888-893-4491.
Returns reflect the reinvestment of income and capital gain distributions. The performance data shown reflects a voluntary waiver made by the Adviser. In the absence of fee waivers, returns would be reduced. The performance data does not reflect the deduction of taxes that a shareholder may pay on dividends, capital gain distributions, or redemption of Fund shares.
The Bloomberg Barclays 1-3 Year US Government/Credit Index is an unmanaged market index and should not be considered indicative of any Pemberwick investment. One cannot invest directly in an index.
* | Periods greater than one year are average annual returns. |
Pemberwick Fund
SECTOR ALLOCATION OF PORTFOLIO ASSETS |
at September 30, 2021 (Unaudited) |
Percentages represent market value as a percentage of net assets.
Pemberwick Fund
SCHEDULE OF INVESTMENTS |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
CORPORATE BONDS – 80.3% | | Value | | | Value | |
Communications – 1.3% | | | | | | |
Cisco Systems, Inc. | | | | | | |
3.000%, 06/15/2022 | | $ | 105,000 | | | $ | 107,087 | |
Comcast Cable Communications Holdings, Inc. | | | | | | | | |
9.455%, 11/15/2022 | | | 385,000 | | | | 424,362 | |
Comcast Corp. | | | | | | | | |
3.600%, 03/01/2024 | | | 100,000 | | | | 107,278 | |
0.756% (3 Month LIBOR USD + 0.630%), 04/15/2024 (a) | | | 2,000,000 | | | | 2,026,040 | |
3.700%, 04/15/2024 | | | 250,000 | | | | 268,939 | |
3.375%, 02/15/2025 | | | 200,000 | | | | 215,396 | |
3.375%, 08/15/2025 | | | 100,000 | | | | 108,378 | |
3.950%, 10/15/2025 | | | 125,000 | | | | 138,725 | |
TWDC Enterprises 18 Corp. | | | | | | | | |
2.350%, 12/01/2022 | | | 400,000 | | | | 409,423 | |
| | | | | | | 3,805,628 | |
| | | | | | | | |
Consumer, Cyclical – 1.4% | | | | | | | | |
American Honda Finance Corp. | | | | | | | | |
3.375%, 12/10/2021 | | | 400,000 | | | | 402,190 | |
2.200%, 06/27/2022 | | | 400,000 | | | | 405,921 | |
2.600%, 11/16/2022 | | | 50,000 | | | | 51,249 | |
0.875%, 07/07/2023 | | | 300,000 | | | | 302,445 | |
3.625%, 10/10/2023 | | | 200,000 | | | | 212,547 | |
3.550%, 01/12/2024 | | | 250,000 | | | | 266,184 | |
2.150%, 09/10/2024 | | | 250,000 | | | | 260,135 | |
PACCAR Financial Corp. | | | | | | | | |
2.850%, 03/01/2022 | | | 400,000 | | | | 404,359 | |
3.400%, 08/09/2023 | | | 60,000 | | | | 63,326 | |
2.150%, 08/15/2024 | | | 300,000 | | | | 311,485 | |
Toyota Motor Credit Corp. | | | | | | | | |
2.600%, 01/11/2022 | | | 300,000 | | | | 301,953 | |
1.150%, 05/26/2022 | | | 350,000 | | | | 352,218 | |
2.150%, 09/08/2022 | | | 30,000 | | | | 30,548 | |
0.450%, 01/11/2024 | | | 300,000 | | | | 299,359 | |
2.900%, 04/17/2024 | | | 250,000 | | | | 264,512 | |
| | | | | | | 3,928,431 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Consumer, Non-cyclical – 4.5% | | | | | | |
Abbott Laboratories | | | | | | |
3.875%, 09/15/2025 | | $ | 250,000 | | | $ | 276,810 | |
AmerisourceBergen Corp. | | | | | | | | |
0.737%, 03/15/2023 | | | 300,000 | | | | 300,477 | |
AstraZeneca PLC | | | | | | | | |
0.736% (3 Month LIBOR USD + 0.620%), 06/10/2022 (a) | | | 2,000,000 | | | | 2,007,608 | |
Bristol-Myers Squibb Co. | | | | | | | | |
3.250%, 11/01/2023 | | | 125,000 | | | | 132,610 | |
Church & Dwight Co., Inc. | | | | | | | | |
2.450%, 08/01/2022 | | | 300,000 | | | | 304,685 | |
Cigna Corp. | | | | | | | | |
1.016% (3 Month LIBOR USD + 0.890%), 07/15/2023 (a) | | | 2,000,000 | | | | 2,025,031 | |
3.750%, 07/15/2023 | | | 300,000 | | | | 317,191 | |
Colgate-Palmolive Co. | | | | | | | | |
2.250%, 11/15/2022 | | | 75,000 | | | | 76,698 | |
Diageo Investment Corp. | | | | | | | | |
8.000%, 09/15/2022 | | | 391,000 | | | | 419,451 | |
Eli Lilly & Co. | | | | | | | | |
2.350%, 05/15/2022 | | | 70,000 | | | | 70,934 | |
Estee Lauder Cos, Inc. | | | | | | | | |
2.350%, 08/15/2022 | | | 300,000 | | | | 305,290 | |
Gilead Sciences, Inc. | | | | | | | | |
0.750%, 09/29/2023 | | | 400,000 | | | | 400,021 | |
3.500%, 02/01/2025 | | | 300,000 | | | | 322,947 | |
Johnson & Johnson | | | | | | | | |
2.450%, 12/05/2021 | | | 400,000 | | | | 401,478 | |
2.250%, 03/03/2022 | | | 60,000 | | | | 60,464 | |
Novartis Capital Corp. | | | | | | | | |
3.400%, 05/06/2024 | | | 50,000 | | | | 53,652 | |
PayPal Holdings, Inc. | | | | | | | | |
2.200%, 09/26/2022 | | | 300,000 | | | | 305,813 | |
1.350%, 06/01/2023 | | | 300,000 | | | | 305,075 | |
PepsiCo, Inc. | | | | | | | | |
3.600%, 03/01/2024 | | | 100,000 | | | | 106,692 | |
Procter & Gamble Co. | | | | | | | | |
2.300%, 02/06/2022 | | | 60,000 | | | | 60,440 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Consumer, Non-cyclical – 4.5% (Continued) | | | | | | |
Reckitt Benckiser Treasury Services PLC | | | | | | |
0.689% (3 Month LIBOR USD + 0.560%), 06/24/2022 | | | | | | |
(Acquired 02/15/2018, Cost $3,770,324) (a)(b)(d) | | $ | 3,775,000 | | | $ | 3,790,126 | |
Unilever Capital Corp. | | | | | | | | |
3.125%, 03/22/2023 | | | 300,000 | | | | 311,867 | |
UnitedHealth Group, Inc. | | | | | | | | |
3.500%, 02/15/2024 | | | 260,000 | | | | 277,897 | |
| | | | | | | 12,633,257 | |
| | | | | | | | |
Energy – 1.0% | | | | | | | | |
Baker Hughes Co-Obligor, Inc. | | | | | | | | |
2.773%, 12/15/2022 | | | 300,000 | | | | 308,271 | |
BP Capital Markets America, Inc. | | | | | | | | |
2.750%, 05/10/2023 | | | 100,000 | | | | 103,872 | |
3.216%, 11/28/2023 | | | 300,000 | | | | 316,530 | |
3.790%, 02/06/2024 | | | 350,000 | | | | 374,813 | |
3.224%, 04/14/2024 | | | 300,000 | | | | 318,448 | |
3.796%, 09/21/2025 | | | 250,000 | | | | 274,976 | |
Chevron Corp. | | | | | | | | |
3.191%, 06/24/2023 | | | 50,000 | | | | 52,134 | |
Chevron USA, Inc. | | | | | | | | |
3.900%, 11/15/2024 | | | 250,000 | | | | 273,071 | |
Columbia Pipeline Group, Inc. | | | | | | | | |
4.500%, 06/01/2025 | | | 300,000 | | | | 333,122 | |
EOG Resources, Inc. | | | | | | | | |
2.625%, 03/15/2023 | | | 100,000 | | | | 102,725 | |
Exxon Mobil Corp. | | | | | | | | |
2.992%, 03/19/2025 | | | 300,000 | | | | 320,146 | |
| | | | | | | 2,778,108 | |
| | | | | | | | |
Financial – 66.8% | | | | | | | | |
American Express Co. | | | | | | | | |
0.736% (3 Month LIBOR USD + 0.610%), 08/01/2022 (a) | | | 1,391,000 | | | | 1,397,144 | |
American Express Credit Corp. | | | | | | | | |
0.819% (3 Month LIBOR USD + 0.700%), 03/03/2022 (a) | | | 6,990,000 | | | | 7,005,432 | |
AvalonBay Communities, Inc. | | | | | | | | |
4.200%, 12/15/2023 | | | 250,000 | | | | 267,737 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Financial – 66.8% (Continued) | | | | | | |
Banco Santander SA | | | | | | |
1.679% (3 Month LIBOR USD + 1.560%), 04/11/2022 (a) | | $ | 3,800,000 | | | $ | 3,830,200 | |
1.221% (3 Month LIBOR USD + 1.090%), 02/23/2023 (a) | | | 9,750,000 | | | | 9,873,852 | |
1.239% (3 Month LIBOR USD + 1.120%), 04/12/2023 (a) | | | 2,900,000 | | | | 2,940,129 | |
Bank of America Corp. | | | | | | | | |
1.314% (3 Month LIBOR USD + 1.180%), 10/21/2022 (a) | | | 5,400,000 | | | | 5,403,198 | |
1.294% (3 Month LIBOR USD + 1.160%), 01/20/2023 (a) | | | 850,000 | | | | 852,966 | |
1.125% (3 Month LIBOR USD + 1.000%), 04/24/2023 (a) | | | 1,000,000 | | | | 1,005,522 | |
0.906% (3 Month LIBOR USD + 0.790%), 03/05/2024 (a) | | | 3,206,000 | | | | 3,234,776 | |
0.780% (SOFR + 0.730%), 10/24/2024 (a) | | | 2,390,000 | | | | 2,412,899 | |
Bank of Montreal | | | | | | | | |
0.744% (3 Month LIBOR USD + 0.630%), 09/11/2022 (a) | | | 3,300,000 | | | | 3,318,535 | |
0.670% (SOFR + 0.620%), 09/15/2026 (a) | | | 2,500,000 | | | | 2,511,370 | |
Bank of Nova Scotia | | | | | | | | |
0.660% (SOFR + 0.610%), 09/15/2026 (a) | | | 6,000,000 | | | | 6,022,534 | |
Canadian Imperial Bank of Commerce | | | | | | | | |
0.838% (3 Month LIBOR USD + 0.720%), 06/16/2022 (a) | | | 4,496,000 | | | | 4,519,527 | |
Capital One Financial Corp. | | | | | | | | |
0.849% (3 Month LIBOR USD + 0.720%), 01/30/2023 (a) | | | 4,583,000 | | | | 4,620,470 | |
Capital One NA | | | | | | | | |
1.279% (3 Month LIBOR USD + 1.150%), 01/30/2023 (a) | | | 5,291,000 | | | | 5,308,536 | |
Citigroup, Inc. | | | | | | | | |
1.185% (3 Month LIBOR USD + 1.070%), 12/08/2021 (a) | | | 5,000,000 | | | | 5,005,262 | |
1.075% (3 Month LIBOR USD + 0.950%), 07/24/2023 (a) | | | 4,800,000 | | | | 4,830,563 | |
1.550% (3 Month LIBOR USD + 1.430%), 09/01/2023 (a) | | | 2,000,000 | | | | 2,023,378 | |
1.224% (3 Month LIBOR USD + 1.100%), 05/17/2024 (a) | | | 2,150,000 | | | | 2,183,547 | |
Credit Suisse Group AG | | | | | | | | |
1.316% (3 Month LIBOR USD + 1.200%), 12/14/2023 | | | | | | | | |
(Acquired 09/11/2017, Cost $8,336,666) (a)(b)(d) | | | 8,300,000 | | | | 8,390,123 | |
1.354% (3 Month LIBOR USD + 1.240%), 06/12/2024 | | | | | | | | |
(Acquired 06/06/2018 through 06/07/2018, | | | | | | | | |
Cost $1,007,751) (a)(b)(d) | | | 1,000,000 | | | | 1,015,632 | |
ERP Operating LP | | | | | | | | |
3.000%, 04/15/2023 | | | 300,000 | | | | 310,189 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Financial – 66.8% (Continued) | | | | | | |
Federal Realty Investment Trust | | | | | | |
2.750%, 06/01/2023 | | $ | 150,000 | | | $ | 154,644 | |
3.950%, 01/15/2024 | | | 217,000 | | | | 231,505 | |
Goldman Sachs Group, Inc. | | | | | | | | |
0.881% (3 Month LIBOR USD + 0.750%), 02/23/2023 (a) | | | 300,000 | | | | 302,457 | |
1.166% (3 Month LIBOR USD + 1.050%), 06/05/2023 (a) | | | 6,689,000 | | | | 6,732,093 | |
1.125% (3 Month LIBOR USD + 1.000%), 07/24/2023 (a) | | | 2,449,000 | | | | 2,466,135 | |
1.721% (3 Month LIBOR USD + 1.600%), 11/29/2023 (a) | | | 4,800,000 | | | | 4,941,040 | |
HSBC Holdings PLC | | | | | | | | |
1.125% (3 Month LIBOR USD + 1.000%), 05/18/2024 (a) | | | 6,010,000 | | | | 6,083,853 | |
M&T Bank Corp. | | | | | | | | |
0.805% (3 Month LIBOR USD + 0.680%), 07/26/2023 (a) | | | 6,000,000 | | | | 6,057,653 | |
MetLife, Inc. | | | | | | | | |
4.368%, 09/15/2023 (a) | | | 250,000 | | | | 269,022 | |
3.000%, 03/01/2025 | | | 100,000 | | | | 106,577 | |
3.600%, 11/13/2025 | | | 125,000 | | | | 136,840 | |
Mitsubishi UFJ Financial Group, Inc. | | | | | | | | |
0.860% (3 Month LIBOR USD + 0.740%), 03/02/2023 (a) | | | 4,432,000 | | | | 4,471,916 | |
0.985% (3 Month LIBOR USD + 0.860%), 07/26/2023 (a) | | | 1,000,000 | | | | 1,013,325 | |
Mizuho Financial Group, Inc. | | | | | | | | |
1.061% (3 Month LIBOR USD + 0.940%), 02/28/2022 (a) | | | 5,400,000 | | | | 5,420,768 | |
0.906% (3 Month LIBOR USD + 0.790%), 03/05/2023 (a) | | | 7,420,000 | | | | 7,487,534 | |
0.966% (3 Month LIBOR USD + 0.840%), 07/16/2023 (a) | | | 1,000,000 | | | | 1,005,528 | |
Morgan Stanley | | | | | | | | |
1.525% (3 Month LIBOR USD + 1.400%), 10/24/2023 (a) | | | 2,000,000 | | | | 2,027,091 | |
1.345% (3 Month LIBOR USD + 1.220%), 05/08/2024 (a) | | | 8,529,000 | | | | 8,670,980 | |
Principal Financial Group, Inc. | | | | | | | | |
3.125%, 05/15/2023 | | | 250,000 | | | | 260,038 | |
Public Storage | | | | | | | | |
2.370%, 09/15/2022 | | | 180,000 | | | | 183,387 | |
Realty Income Corp. | | | | | | | | |
4.650%, 08/01/2023 | | | 125,000 | | | | 133,339 | |
3.875%, 07/15/2024 | | | 146,000 | | | | 158,396 | |
3.875%, 04/15/2025 | | | 150,000 | | | | 164,395 | |
4.125%, 10/15/2026 | | | 300,000 | | | | 336,830 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Financial – 66.8% (Continued) | | | | | | |
Royal Bank of Canada | | | | | | |
0.848% (3 Month LIBOR USD + 0.730%), 02/01/2022 (a) | | $ | 5,355,000 | | | $ | 5,368,541 | |
0.620% (SOFR + 0.570%), 04/27/2026 (a) | | | 3,000,000 | | | | 3,014,122 | |
Simon Property Group LP | | | | | | | | |
3.750%, 02/01/2024 | | | 250,000 | | | | 266,458 | |
2.000%, 09/13/2024 | | | 350,000 | | | | 362,378 | |
3.375%, 10/01/2024 | | | 250,000 | | | | 267,660 | |
3.500%, 09/01/2025 | | | 100,000 | | | | 108,669 | |
3.300%, 01/15/2026 | | | 400,000 | | | | 433,249 | |
Sumitomo Mitsui Financial Group, Inc. | | | | | | | | |
1.274% (3 Month LIBOR USD + 1.140%), 10/19/2021 (a) | | | 2,000,000 | | | | 2,000,987 | |
0.874% (3 Month LIBOR USD + 0.740%), 01/17/2023 (a) | | | 1,980,000 | | | | 1,997,543 | |
0.994% (3 Month LIBOR USD + 0.860%), 07/19/2023 (a) | | | 2,200,000 | | | | 2,229,715 | |
The Bank of New York Mellon Corp. | | | | | | | | |
1.179% (3 Month LIBOR USD + 1.050%), 10/30/2023 (a) | | | 9,036,000 | | | | 9,130,986 | |
The Bank of Nova Scotia | | | | | | | | |
0.756% (3 Month LIBOR USD + 0.640%), 03/07/2022 (a) | | | 4,700,000 | | | | 4,712,984 | |
Truist Financial Corp. | | | | | | | | |
0.781% (3 Month LIBOR USD + 0.650%), 04/01/2022 (a) | | | 3,600,000 | | | | 3,610,052 | |
0.450% (SOFR + 0.400%), 06/09/2025 (a) | | | 3,500,000 | | | | 3,513,870 | |
UBS Group AG | | | | | | | | |
1.075% (3 Month LIBOR USD + 0.950%), 08/15/2023 | | | | | | | | |
(Acquired 10/05/2017, Cost $1,509,083) (a)(b) | | | 1,500,000 | | | | 1,511,461 | |
Wells Fargo & Co. | | | | | | | | |
1.359% (3 Month LIBOR USD + 1.230%), 10/31/2023 (a) | | | 925,000 | | | | 936,730 | |
| | |
| | | | 186,564,272 | |
| | | | | | | | |
Industrial – 1.2% | | | | | | | | |
ABB Finance USA, Inc. | | | | | | | | |
2.875%, 05/08/2022 | | | 250,000 | | | | 253,932 | |
Burlington Northern Santa Fe LLC | | | | | | | | |
3.000%, 04/01/2025 | | | 100,000 | | | | 106,918 | |
7.000%, 12/15/2025 | | | 215,000 | | | | 266,269 | |
Caterpillar Financial Services Corp. | | | | | | | | |
2.850%, 06/01/2022 | | | 300,000 | | | | 305,312 | |
2.150%, 11/08/2024 | | | 300,000 | | | | 313,520 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Industrial – 1.2% (Continued) | | | | | | |
Caterpillar, Inc. | | | | | | |
3.400%, 05/15/2024 | | $ | 60,000 | | | $ | 64,088 | |
General Dynamics Corp. | | | | | | | | |
2.250%, 11/15/2022 | | | 60,000 | | | | 61,021 | |
General Electric Co. | | | | | | | | |
4.000% (3 Month LIBOR USD + 2.280%), 12/29/2049 (a) | | | 1,234,000 | | | | 1,138,674 | |
Honeywell International, Inc. | | | | | | | | |
1.850%, 11/01/2021 | | | 60,000 | | | | 60,070 | |
John Deere Capital Corp. | | | | | | | | |
2.650%, 01/06/2022 | | | 50,000 | | | | 50,318 | |
2.800%, 01/27/2023 | | | 60,000 | | | | 62,013 | |
0.400%, 10/10/2023 | | | 300,000 | | | | 300,305 | |
The Boeing Co. | | | | | | | | |
2.800%, 03/01/2023 | | | 120,000 | | | | 123,352 | |
2.850%, 10/30/2024 | | | 100,000 | | | | 104,598 | |
2.500%, 03/01/2025 | | | 100,000 | | | | 103,024 | |
| | | | | | | 3,313,414 | |
| | | | | | | | |
Technology – 0.9% | | | | | | | | |
Apple, Inc. | | | | | | | | |
2.150%, 02/09/2022 | | | 155,000 | | | | 156,133 | |
2.400%, 05/03/2023 | | | 60,000 | | | | 61,962 | |
3.000%, 02/09/2024 | | | 250,000 | | | | 263,736 | |
3.200%, 05/13/2025 | | | 150,000 | | | | 162,031 | |
Intel Corp. | | | | | | | | |
3.300%, 10/01/2021 | | | 33,000 | | | | 33,000 | |
3.100%, 07/29/2022 | | | 50,000 | | | | 51,180 | |
International Business Machines Corp. | | | | | | | | |
2.850%, 05/13/2022 | | | 300,000 | | | | 304,929 | |
3.375%, 08/01/2023 | | | 300,000 | | | | 316,360 | |
3.625%, 02/12/2024 | | | 100,000 | | | | 106,993 | |
3.000%, 05/15/2024 | | | 250,000 | | | | 265,262 | |
7.000%, 10/30/2025 | | | 150,000 | | | | 184,784 | |
Intuit, Inc. | | | | | | | | |
0.650%, 07/15/2023 | | | 300,000 | | | | 301,360 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Technology – 0.9% (Continued) | | | | | | |
Oracle Corp. | | | | | | |
2.500%, 05/15/2022 | | $ | 300,000 | | | $ | 303,032 | |
Texas Instruments, Inc. | | | | | | | | |
1.850%, 05/15/2022 | | | 60,000 | | | | 60,548 | |
| | | | | | | 2,571,310 | |
| | | | | | | | |
Utilities – 3.2% | | | | | | | | |
Alabama Power Co. | | | | | | | | |
2.450%, 03/30/2022 | | | 300,000 | | | | 302,718 | |
Arizona Public Service Co. | | | | | | | | |
3.350%, 06/15/2024 | | | 350,000 | | | | 372,096 | |
3.150%, 05/15/2025 | | | 300,000 | | | | 320,860 | |
Baltimore Gas and Electric Co. | | | | | | | | |
3.350%, 07/01/2023 | | | 300,000 | | | | 312,830 | |
Berkshire Hathaway Energy Co. | | | | | | | | |
3.750%, 11/15/2023 | | | 250,000 | | | | 265,865 | |
3.500%, 02/01/2025 | | | 200,000 | | | | 214,904 | |
CenterPoint Energy Resources Corp. | | | | | | | | |
0.700%, 03/02/2023 | | | 350,000 | | | | 350,020 | |
Duke Energy Carolinas LLC | | | | | | | | |
3.350%, 05/15/2022 | | | 300,000 | | | | 305,758 | |
Duke Energy Progress LLC | | | | | | | | |
2.800%, 05/15/2022 | | | 70,000 | | | | 70,669 | |
3.250%, 08/15/2025 | | | 100,000 | | | | 107,835 | |
Entergy Arkansas LLC | | | | | | | | |
3.050%, 06/01/2023 | | | 250,000 | | | | 258,489 | |
3.700%, 06/01/2024 | | | 300,000 | | | | 321,721 | |
Entergy Louisiana LLC | | | | | | | | |
5.400%, 11/01/2024 | | | 100,000 | | | | 113,562 | |
Georgia Power Co. | | | | | | | | |
3.250%, 04/01/2026 | | | 300,000 | | | | 321,928 | |
Louisville Gas and Electric Co. | | | | | | | | |
3.300%, 10/01/2025 | | | 150,000 | | | | 161,615 | |
Northern States Power Co. | | | | | | | | |
2.150%, 08/15/2022 | | | 300,000 | | | | 302,076 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Utilities – 3.2% (Continued) | | | | | | |
PacifiCorp | | | | | | |
3.600%, 04/01/2024 | | $ | 210,000 | | | $ | 223,807 | |
PECO Energy Co. | | | | | | | | |
3.150%, 10/15/2025 | | | 428,000 | | | | 461,126 | |
Potomac Electric Power Co. | | | | | | | | |
3.600%, 03/15/2024 | | | 140,000 | | | | 148,966 | |
Public Service Co of Colorado | | | | | | | | |
2.500%, 03/15/2023 | | | 400,000 | | | | 408,242 | |
Public Service Electric and Gas Co. | | | | | | | | |
3.750%, 03/15/2024 | | | 350,000 | | | | 372,230 | |
3.000%, 05/15/2025 | | | 175,000 | | | | 185,903 | |
0.950%, 03/15/2026 | | | 300,000 | | | | 298,322 | |
San Diego Gas & Electric Co. | | | | | | | | |
3.600%, 09/01/2023 | | | 250,000 | | | | 263,720 | |
Southern California Edison Co. | | | | | | | | |
2.400%, 02/01/2022 | | | 300,000 | | | | 301,031 | |
3.400%, 06/01/2023 | | | 300,000 | | | | 313,346 | |
3.500%, 10/01/2023 | | | 300,000 | | | | 315,832 | |
1.100%, 04/01/2024 | | | 300,000 | | | | 301,517 | |
Virginia Electric and Power Co. | | | | | | | | |
3.450%, 09/01/2022 | | | 300,000 | | | | 306,105 | |
2.750%, 03/15/2023 | | | 300,000 | | | | 308,703 | |
Wisconsin Electric Power Co. | | | | | | | | |
2.050%, 12/15/2024 | | | 350,000 | | | | 363,921 | |
Wisconsin Public Service Corp. | | | | | | | | |
3.350%, 11/21/2021 | | | 200,000 | | | | 200,772 | |
| | | | | | | 8,876,489 | |
TOTAL CORPORATE BONDS | | | | | | | | |
(Cost $223,295,830) | | | | | | | 224,470,909 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
COLLATERALIZED | | Par | | | | |
MORTGAGE OBLIGATIONS – 1.9% | | Value | | | Value | |
Federal Home Loan Mortgage | | | | | | |
Corporation REMICS – 0.8% | | | | | | |
Series 2989, Class TG | | | | | | |
5.000%, 06/15/2025 | | $ | 7,967 | | | $ | 8,393 | |
Series 3002, Class YD | | | | | | | | |
4.500%, 07/15/2025 | | | 3,087 | | | | 3,242 | |
Series 3885, Class EM | | | | | | | | |
3.500%, 11/15/2025 | | | 20,706 | | | | 21,633 | |
Series 4266, Class BG | | | | | | | | |
2.500%, 04/15/2026 | | | 55,753 | | | | 57,654 | |
Series 3917, Class AB | | | | | | | | |
1.750%, 07/15/2026 | | | 21,234 | | | | 21,467 | |
Series 3970, Class HB | | | | | | | | |
3.000%, 12/15/2026 | | | 194,737 | | | | 203,616 | |
Series 4020, Class PA | | | | | | | | |
2.750%, 03/15/2027 | | | 33,131 | | | | 34,292 | |
Series 2091, Class PG | | | | | | | | |
6.000%, 11/15/2028 | | | 201,318 | | | | 225,659 | |
Series 2097, Class PZ | | | | | | | | |
6.000%, 11/15/2028 | | | 130,481 | | | | 146,036 | |
Series 2526, Class FI | | | | | | | | |
1.084% (1 Month LIBOR USD + 1.000%), 02/15/2032 (a) | | | 28,363 | | | | 29,008 | |
Series 4203, Class DM | | | | | | | | |
3.000%, 04/15/2033 | | | 84,907 | | | | 89,620 | |
Series 4363, Class EJ | | | | | | | | |
4.000%, 05/15/2033 | | | 52,799 | | | | 56,216 | |
Series 2682, Class LD | | | | | | | | |
4.500%, 10/15/2033 | | | 33,395 | | | | 37,426 | |
Series 4453, Class DA | | | | | | | | |
3.500%, 11/15/2033 | | | 97,131 | | | | 101,841 | |
Series 2759, Class TC | | | | | | | | |
4.500%, 03/15/2034 | | | 180,220 | | | | 199,731 | |
Series 2881, Class AE | | | | | | | | |
5.000%, 08/15/2034 | | | 1,479 | | | | 1,505 | |
Series 2933, Class HD | | | | | | | | |
5.500%, 02/15/2035 | | | 4,996 | | | | 5,610 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Federal Home Loan Mortgage | | | | | | |
Corporation REMICS – 0.8% (Continued) | | | | | | |
Series 3842, Class GH | | | | | | |
3.750%, 10/15/2039 | | $ | 5,881 | | | $ | 5,996 | |
Series 3786, Class NA | | | | | | | | |
4.500%, 07/15/2040 | | | 21,129 | | | | 22,520 | |
Series 3928, Class HC | | | | | | | | |
2.500%, 08/15/2040 | | | 6,744 | | | | 6,780 | |
Series 3890, Class BA | | | | | | | | |
2.500%, 11/15/2040 | | | 18,612 | | | | 18,774 | |
Series 4045, Class HC | | | | | | | | |
2.000%, 07/15/2041 | | | 17,791 | | | | 18,084 | |
Series 4002, Class LB | | | | | | | | |
2.000%, 09/15/2041 | | | 107,306 | | | | 109,646 | |
Series 4171, Class NG | | | | | | | | |
2.000%, 06/15/2042 | | | 144,797 | | | | 147,718 | |
Series 4309, Class JD | | | | | | | | |
2.000%, 10/15/2043 | | | 19,918 | | | | 20,456 | |
Series 4482, Class MA | | | | | | | | |
3.000%, 05/15/2045 | | | 415,240 | | | | 442,620 | |
Series 4305, Class A | | | | | | | | |
3.500%, 06/15/2048 | | | 2,879 | | | | 2,882 | |
Series 4949, Class PM | | | | | | | | |
2.500%, 02/25/2050 | | | 257,209 | | | | 266,271 | |
| | | | | | | 2,304,696 | |
| | | | | | | | |
Federal National Mortgage | | | | | | | | |
Association REMICS – 0.9% | | | | | | | | |
Series 05-40, Class YG | | | | | | | | |
5.000%, 05/25/2025 | | | 7,120 | | | | 7,469 | |
Series 11-110, Class CY | | | | | | | | |
3.500%, 11/25/2026 | | | 256,253 | | | | 268,143 | |
Series 07-27, Class AD | | | | | | | | |
5.500%, 04/25/2027 | | | 2,734 | | | | 2,969 | |
Series 12-101, Class AB | | | | | | | | |
1.500%, 06/25/2027 | | | 67,525 | | | | 68,734 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Federal National Mortgage | | | | | | |
Association REMICS – 0.9% (Continued) | | | | | | |
Series 12-66, Class HE | | | | | | |
1.500%, 06/25/2027 | | $ | 25,937 | | | $ | 26,296 | |
Series 12-148, Class BQ | | | | | | | | |
1.250%, 01/25/2028 | | | 83,066 | | | | 84,316 | |
Series 13-124, Class PT | | | | | | | | |
2.500%, 12/25/2028 | | | 68,352 | | | | 70,542 | |
Series 14-8, Class DA | | | | | | | | |
4.000%, 03/25/2029 | | | 58,010 | | | | 60,873 | |
Series 02-56, Class PE | | | | | | | | |
6.000%, 09/25/2032 | | | 72,123 | | | | 83,217 | |
Series 13-72, Class HG | | | | | | | | |
3.000%, 04/25/2033 | | | 159,447 | | | | 168,293 | |
Series 03-127, Class EG | | | | | | | | |
6.000%, 12/25/2033 | | | 97,431 | | | | 112,400 | |
Series 04-60, Class AB | | | | | | | | |
5.500%, 04/25/2034 | | | 224,254 | | | | 232,228 | |
Series 05-48, Class AU | | | | | | | | |
5.500%, 06/25/2035 | | | 55,324 | | | | 62,044 | |
Series 05-64, Class PL | | | | | | | | |
5.500%, 07/25/2035 | | | 13,086 | | | | 14,722 | |
Series 05-68, Class PG | | | | | | | | |
5.500%, 08/25/2035 | | | 11,472 | | | | 13,025 | |
Series 05-83, Class LA | | | | | | | | |
5.500%, 10/25/2035 | | | 5,986 | | | | 6,723 | |
Series 06-57, Class AD | | | | | | | | |
5.750%, 06/25/2036 | | | 11,801 | | | | 12,352 | |
Series 11-9, Class LH | | | | | | | | |
3.500%, 01/25/2039 | | | 98,560 | | | | 100,941 | |
Series 09-47, Class PA | | | | | | | | |
4.500%, 07/25/2039 | | | 142 | | | | 143 | |
Series 10-68, Class EP | | | | | | | | |
4.500%, 12/25/2039 | | | 21,870 | | | | 22,675 | |
Series 14-19, Class HA | | | | | | | | |
2.000%, 06/25/2040 | | | 51,389 | | | | 52,371 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Federal National Mortgage | | | | | | |
Association REMICS – 0.9% (Continued) | | | | | | |
Series 10-123, Class BP | | | | | | |
4.500%, 11/25/2040 | | $ | 91,685 | | | $ | 101,950 | |
Series 12-49, Class QJ | | | | | | | | |
1.750%, 12/25/2040 | | | 40,254 | | | | 40,566 | |
Series 12-31, Class AD | | | | | | | | |
2.000%, 04/25/2041 | | | 21,331 | | | | 21,604 | |
Series 12-38, Class PA | | | | | | | | |
2.000%, 09/25/2041 | | | 32,752 | | | | 33,563 | |
Series 13-18, Class PA | | | | | | | | |
2.000%, 11/25/2041 | | | 118,550 | | | | 121,833 | |
Series 12-102, Class HA | | | | | | | | |
2.000%, 02/25/2042 | | | 73,088 | | | | 74,755 | |
Series 13-14, Class DA | | | | | | | | |
1.500%, 03/25/2042 | | | 49,770 | | | | 50,055 | |
Series 12-134, Class VP | | | | | | | | |
3.000%, 10/25/2042 | | | 110,420 | | | | 114,523 | |
Series 12-139, Class JA | | | | | | | | |
3.500%, 12/25/2042 | | | 236,874 | | | | 257,492 | |
Series 13-6, Class LD | | | | | | | | |
2.000%, 02/25/2043 | | | 50,351 | | | | 51,774 | |
Series 13-14, Class AD | | | | | | | | |
1.500%, 03/25/2043 | | | 36,542 | | | | 36,514 | |
Series 16-60, Class Q | | | | | | | | |
1.750%, 09/25/2046 | | | 109,330 | | | | 112,519 | |
Series 17-77, Class BA | | | | | | | | |
2.000%, 10/25/2047 | | | 87,306 | | | | 89,298 | |
| | | | | | | 2,576,922 | |
| | | | | | | | |
Government National Mortgage | | | | | | | | |
Association REMICS – 0.2% | | | | | | | | |
Series 13-88, Class WA | | | | | | | | |
5.016%, 06/20/2030 (a) | | | 21,117 | | | | 22,132 | |
Series 07-11 Class PE | | | | | | | | |
5.500%, 03/20/2037 | | | 8,952 | | | | 9,907 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Government National Mortgage | | | | | | |
Association REMICS – 0.2% (Continued) | | | | | | |
Series 10-112, Class NG | | | | | | |
2.250%, 09/16/2040 | | $ | 106,647 | | | $ | 110,792 | |
Series 13-64, Class LP | | | | | | | | |
1.500%, 08/20/2041 | | | 169,689 | | | | 172,988 | |
Series 13-56, Class AP | | | | | | | | |
2.000%, 11/16/2041 | | | 90,434 | | | | 93,519 | |
Series 12-106, Class MA | | | | | | | | |
2.000%, 11/20/2041 | | | 111,171 | | | | 114,559 | |
Series 12-48, Class MA | | | | | | | | |
2.500%, 04/16/2042 | | | 63,263 | | | | 66,998 | |
| | | | | | | 590,895 | |
TOTAL COLLATERALIZED | | | | | | | | |
MORTGAGE OBLIGATIONS | | | | | | | | |
(Cost $5,243,192) | | | | | | | 5,472,513 | |
| | | | | | | | |
| | | | | | | | |
U.S. GOVERNMENT AGENCY OBLIGATIONS – 0.7% | | | | | | | | |
Federal Home Loan Mortgage Corp. – 0.1% | | | | | | | | |
3.000%, 05/01/2047, Pool #ZT1361 | | | 293,236 | | | | 314,106 | |
5.500%, 11/01/2021, Gold Pool #G12454 | | | 5 | | | | 5 | |
5.500%, 04/01/2023, Gold Pool #G13145 | | | 1,585 | | | | 1,620 | |
4.000%, 02/01/2026, Gold Pool #J14494 | | | 11,651 | | | | 12,388 | |
4.000%, 06/01/2026, Gold Pool #J15974 | | | 4,315 | | | | 4,585 | |
3.000%, 12/01/2026, Gold Pool #J17508 | | | 40,578 | | | | 42,765 | |
4.500%, 06/01/2029, Gold Pool #C91251 | | | 5,021 | | | | 5,433 | |
4.500%, 12/01/2029, Gold Pool #C91281 | | | 10,792 | | | | 11,785 | |
4.500%, 04/01/2030, Gold Pool #C91295 | | | 5,641 | | | | 6,161 | |
| | | | | | | 398,848 | |
| | | | | | | | |
Federal National Mortgage Association – 0.6% | | | | | | | | |
2.000%, 01/05/2022 | | | 300,000 | | | | 301,471 | |
5.000%, 05/01/2023, Pool #254762 | | | 1,431 | | | | 1,570 | |
5.500%, 01/01/2024, Pool #AD0471 | | | 115 | | | | 116 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
Federal National Mortgage | | | | | | |
Association – 0.6% (Continued) | | | | | | |
5.000%, 12/01/2025, Pool #256045 | | $ | 7,416 | | | $ | 8,149 | |
5.500%, 05/01/2028, Pool #257204 | | | 7,589 | | | | 8,500 | |
4.000%, 08/01/2029, Pool #MA0142 | | | 8,490 | | | | 9,113 | |
2.000%, 03/01/2036, Pool #BP3785 | | | 407,135 | | | | 419,770 | |
5.500%, 04/01/2037, Pool #AD0249 | | | 12,515 | | | | 14,422 | |
5.000%, 10/01/2039, Pool #AC3237 | | | 25,948 | | | | 29,706 | |
3.000%, 06/01/2046, Pool #FM5719 | | | 442,522 | | | | 474,899 | |
3.000%, 11/01/2049, Pool #FM2014 | | | 295,511 | | | | 315,257 | |
| | | | | | | 1,582,973 | |
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS | | | | | | | | |
(Cost $1,965,705) | | | | | | | 1,981,821 | |
| | | | | | | | |
| | | | | | | | |
U.S. TREASURY OBLIGATIONS – 5.6% | | | | | | | | |
U.S. Treasury Notes – 5.6% | | | | | | | | |
1.500%, 10/31/2021 | | | 600,000 | | | | 600,708 | |
2.000%, 11/15/2021 | | | 300,000 | | | | 300,714 | |
1.500%, 11/30/2021 | | | 600,000 | | | | 601,423 | |
2.000%, 12/31/2021 | | | 500,000 | | | | 502,419 | |
1.375%, 01/31/2022 | | | 500,000 | | | | 502,208 | |
1.750%, 02/28/2022 | | | 700,000 | | | | 704,937 | |
1.750%, 06/30/2022 | | | 400,000 | | | | 404,984 | |
2.000%, 07/31/2022 | | | 500,000 | | | | 507,990 | |
1.875%, 08/31/2022 | | | 500,000 | | | | 508,226 | |
1.875%, 09/30/2022 | | | 200,000 | | | | 203,573 | |
1.375%, 10/15/2022 | | | 300,000 | | | | 303,953 | |
2.000%, 11/30/2022 | | | 500,000 | | | | 510,977 | |
2.125%, 12/31/2022 | | | 500,000 | | | | 512,422 | |
1.500%, 01/15/2023 | | | 300,000 | | | | 305,273 | |
1.250%, 07/31/2023 | | | 2,809,000 | | | | 2,861,010 | |
2.250%, 12/31/2023 | | | 400,000 | | | | 417,094 | |
2.125%, 03/31/2024 | | | 400,000 | | | | 417,109 | |
2.000%, 04/30/2024 | | | 720,000 | | | | 749,334 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | Par | | | | |
| | Value | | | Value | |
U.S. Treasury Notes – 5.6% (Continued) | | | | | | |
1.250%, 08/31/2024 | | $ | 200,000 | | | $ | 204,359 | |
1.500%, 11/30/2024 | | | 200,000 | | | | 205,898 | |
1.375%, 01/31/2025 | | | 575,000 | | | | 589,622 | |
2.000%, 02/15/2025 | | | 500,000 | | | | 523,096 | |
2.125%, 05/15/2025 | | | 800,000 | | | | 841,000 | |
2.750%, 06/30/2025 | | | 500,000 | | | | 537,461 | |
2.875%, 07/31/2025 | | | 500,000 | | | | 540,234 | |
2.750%, 08/31/2025 | | | 500,000 | | | | 538,164 | |
2.250%, 11/15/2025 | | | 520,000 | | | | 550,164 | |
2.625%, 01/31/2026 | | | 200,000 | | | | 215,000 | |
TOTAL U.S. TREASURY OBLIGATIONS | | | | | | | | |
(Cost $15,675,641) | | | | | | | 15,659,352 | |
| | | | | | | | |
| | | | | | | | |
SHORT-TERM INVESTMENTS – 11.3% | | | | | | | | |
| | | | | | | | |
Commercial Paper – 9.7% | | | | | | | | |
DNB Bank ASA | | | | | | | | |
10/01/2021, 0.05% | | | 4,000,000 | | | | 3,999,996 | |
Mitsubishi UFJ Financial Group, Inc. | | | | | | | | |
10/08/2021, 0.070% | | | 5,000,000 | | | | 4,999,950 | |
10/15/2021, 0.050% | | | 3,600,000 | | | | 3,599,928 | |
Societe Generale | | | | | | | | |
12/16/2021, 0.100% | | | 4,425,000 | | | | 4,424,186 | |
Unilever Finance | | | | | | | | |
11/01/2021, 0.060% | | | 5,000,000 | | | | 4,999,711 | |
12/08/2021, 0.070% | | | 5,000,000 | | | | 4,999,157 | |
TOTAL COMMERCIAL PAPER | | | | | | | | |
(Cost $27,023,008) | | | | | | | 27,022,928 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at September 30, 2021 (Unaudited) |
| | | | | | |
| | Shares | | | Value | |
Money Market Fund – 1.6% | | | | | | |
First American Government | | | | | | |
Obligations Fund – Class X, 0.03% (c) | | | 4,384,515 | | | $ | 4,384,515 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $31,407,523) – 1.6% | | | | | | | 31,407,443 | |
TOTAL INVESTMENTS | | | | | | | | |
(Cost $277,587,891) – 99.8% | | | | | | | 278,992,038 | |
Other Assets in Excess of Liabilities – 0.2% | | | | | | | 433,980 | |
TOTAL NET ASSETS – 100.0% | | | | | | $ | 279,426,018 | |
Percentages are stated as a percent of net assets.
PLC – Public Limited Company
REMICS – Real Estate Mortgage Investment Conduits
LIBOR – London Inter-bank Offered Rate
SOFR – Secured Overnight Financing Rate
(a) | Variable or Floating Rate Security. The rate shown represents the rate at September 30, 2021. |
(b) | Security is a perpetual bond and has no definite maturity date. |
(c) | The rate shown represents the fund’s 7-day yield as of September 30, 2021. |
(d) | Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors. At September 30, 2021, the market value of these securities total $13,195,881 which represents 4.7% of total net assets. |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
STATEMENT OF ASSETS AND LIABILITIES |
at September 30, 2021 (Unaudited) |
Assets: | | | |
Investments in securities, at value (cost of $277,587,891) | | $ | 278,992,038 | |
Receivables: | | | | |
Dividends and interest | | | 585,871 | |
Prepaid expenses and other assets | | | 8,345 | |
Total assets | | | 279,586,254 | |
| | | | |
Liabilities: | | | | |
Payables: | | | | |
Distributions to shareholders | | | 12,643 | |
Advisory fee | | | 34,705 | |
Administration and fund accounting fees | | | 72,796 | |
Reports to shareholders | | | 2,987 | |
Custody fees | | | 5,531 | |
Transfer agent fees and expenses | | | 13,181 | |
Other accrued expenses | | | 18,393 | |
Total liabilities | | | 160,236 | |
| | | | |
Net assets | | $ | 279,426,018 | |
| | | | |
Net assets consist of: | | | | |
Capital stock | | $ | 278,783,823 | |
Total distributable earnings | | | 642,195 | |
Net assets | | $ | 279,426,018 | |
| | | | |
Shares issued (Unlimited number of | | | | |
beneficial interest authorized, $0.01 par value) | | | 27,804,566 | |
Net asset value, offering price and redemption price per share | | $ | 10. 05 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
STATEMENT OF OPERATIONS |
Six Months Ended September 30, 2021 (Unaudited) |
Investment income: | | | |
Interest income | | $ | 1,090,699 | |
Total investment income | | | 1,090,699 | |
| | | | |
Expenses: | | | | |
Investment advisory fees (Note 4) | | | 353,212 | |
Administration and fund accounting fees (Note 4) | | | 145,128 | |
Transfer agent fees and expenses | | | 28,015 | |
Federal and state registration fees | | | 4,026 | |
Audit fees | | | 8,526 | |
Compliance expense | | | 8,109 | |
Legal fees | | | 14,640 | |
Reports to shareholders | | | 1,830 | |
Trustees’ fees and expenses | | | 6,849 | |
Custody fees | | | 14,183 | |
Other | | | 7,508 | |
Total expenses before waiver from advisor | | | 592,026 | |
Expense waiver from advisor (Note 4) | | | (141,285 | ) |
Net expenses | | | 450,741 | |
Net investment income | | | 639,958 | |
| | | | |
Realized and unrealized gain on investments: | | | | |
Net realized gain on investments | | | 29,161 | |
Net change in unrealized depreciation on investments | | | (60,310 | ) |
Net realized and unrealized loss on investments | | | (31,149 | ) |
Net increase in net assets resulting from operations | | $ | 608,809 | |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
STATEMENTS OF CHANGES IN NET ASSETS |
|
| | Six Months Ended | | | | |
| | September 30, 2021 | | | Year Ended | |
| | (Unaudited) | | | March 31, 2021 | |
Operations: | | | | | | |
Net investment income | | $ | 639,958 | | | $ | 2,795,956 | |
Net realized gain on investments | | | 29,161 | | | | 89,574 | |
Net change in unrealized | | | | | | | | |
appreciation (depreciation) on investments | | | (60,310 | ) | | | 12,617,899 | |
Net increase in net assets | | | | | | | | |
resulting from operations | | | 608,809 | | | | 15,503,429 | |
| | | | | | | | |
Distributions to Shareholders From: | | | | | | | | |
Distributable earnings | | | (668,236 | ) | | | (2,822,380 | ) |
Total distributions | | | (668,236 | ) | | | (2,822,380 | ) |
| | | | | | | | |
Capital Share Transactions: | | | | | | | | |
Proceeds from shares sold | | | 4,505,297 | | | | 43,456,876 | |
Proceeds from shares issued to | | | | | | | | |
holders in reinvestment of dividends | | | 676,640 | | | | 2,887,704 | |
Cost of shares redeemed | | | (8,105,155 | ) | | | (124,372,041 | ) |
Net decrease in net assets | | | | | | | | |
from capital share transactions | | | (2,923,218 | ) | | | (78,027,461 | ) |
Total decrease in net assets | | | (2,982,645 | ) | | | (65,346,412 | ) |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of period | | | 282,408,663 | | | | 347,755,075 | |
End of period | | $ | 279,426,018 | | | $ | 282,408,663 | |
| | | | | | | | |
Changes in Shares Outstanding: | | | | | | | | |
Shares sold | | | 448,134 | | | | 4,333,745 | |
Proceeds from shares issued to | | | | | | | | |
holders in reinvestment of dividends | | | 67,302 | | | | 288,666 | |
Shares redeemed | | | (806,156 | ) | | | (12,383,876 | ) |
Net decrease in shares outstanding | | | (290,720 | ) | | | (7,761,465 | ) |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
|
For a capital share outstanding throughout the period |
| | Six Months | | | | | | | | | | | | | | | Eleven | | | | |
| | Ended | | | | | | | | | | | | | | | Months | | | Year |
| | September 30, | | | | | | | | | | | | | | | Ended | | | Ended |
| | 2021 | | | Year Ended March 31, | | | March 31, | | | April 30, |
| | (Unaudited) | | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017* |
| | 2016
|
|
Net Asset Value – | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of Period | | $ | 10.05 | | | $ | 9.70 | | | $ | 9.97 | | | $ | 9.98 | | | $ | 10.03 | | | $ | 10.05 | | | $ | 10.06 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income from | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.02 | | | | 0.09 | | | | 0.24 | | | | 0.26 | | | | 0.15 | | | | 0.09 | | | | 0.09 | 1 |
Net realized and unrealized | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
gain (loss) on investments | | | — | | | | 0.35 | | | | (0.27 | ) | | | (0.01 | ) | | | (0.05 | ) | | | (0.02 | ) | | | (0.01 | ) |
Total from | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
investment operations | | | 0.02 | | | | 0.44 | | | | (0.03 | ) | | | 0.25 | | | | 0.10 | | | | 0.07 | | | | 0.08 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Less Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
investment income | | | (0.02 | ) | | | (0.09 | ) | | | (0.24 | ) | | | (0.26 | ) | | | (0.15 | ) | | | (0.09 | ) | | | (0.09 | ) |
Total distributions | | | (0.02 | ) | | | (0.09 | ) | | | (0.24 | ) | | | (0.26 | ) | | | (0.15 | ) | | | (0.09 | ) | | | (0.09 | ) |
Net Asset Value – | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
End of Period | | $ | 10.05 | | | $ | 10.05 | | | $ | 9.70 | | | $ | 9.97 | | | $ | 9.98 | | | $ | 10.03 | | | $ | 10.05 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Return2 | | 0.24 | %^ | | | 4.49 | % | | | (0.31 | )% | | | 2.53 | % | | | 1.02 | % | | 0.68 | %^ | | | 0.85 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
period (thousands) | | $ | 279,426 | | | $ | 282,409 | | | $ | 347,755 | | | $ | 365,281 | | | $ | 280,320 | | | $ | 184,098 | | | $ | 177,808 | |
Ratio of operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
to average net assets3: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Before reimbursements | | | 0.42 | %+ | | | 0.41 | % | | | 0.40 | % | | | 0.39 | % | | | 0.42 | % | | | 0.67 | %+ | | | 0.74 | % |
After reimbursements | | | 0.32 | %+ | | | 0.31 | % | | | 0.30 | % | | | 0.29 | % | | | 0.32 | % | | | 0.40 | %+ | | | 0.39 | % |
Ratio of net investment income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
to average net assets3: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Before reimbursements | | | 0.35 | %+ | | | 0.77 | % | | | 2.33 | % | | | 2.51 | % | | | 1.42 | % | | | 0.68 | %+ | | | 0.57 | % |
After reimbursements | | | 0.45 | %+ | | | 0.87 | % | | | 2.43 | % | | | 2.61 | % | | | 1.52 | % | | | 0.95 | %+ | | | 0.92 | % |
Portfolio turnover rate | | 15 | %^ | | | 13 | % | | | 30 | % | | | 24 | % | | | 38 | % | | 17 | %^ | | | 45 | % |
+ | Annualized |
^ | Not Annualized |
1 | The net investment income per share was calculated using the average shares outstanding method. |
2 | Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. |
3 | During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 4). |
* | Fund changed its fiscal year from April 30 to March 31. |
The accompanying notes are an integral part of these financial statements.
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS |
September 30, 2021 (Unaudited) |
NOTE 1 – ORGANIZATION
The Pemberwick Fund (the “Pemberwick Fund” or the “Fund”) is a series of Manager Directed Portfolios (the “Trust”). The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and was organized as a Delaware statutory trust on April 4, 2006. The Fund is an open-end investment management company and is a non-diversified series of the Trust. The Pemberwick Fund, a series of FundVantage Trust (the “Predecessor Fund”) was reorganized into a newly created series of the Trust (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated November 1, 2016. The Reorganization was approved by the shareholders of the Predecessor Fund at a meeting held on November 17, 2016. The Predecessor Fund transferred all its assets to the Fund in exchange for shares of the Fund and the assumption by the Fund of all the known liabilities of the Predecessor Fund. The Predecessor Fund commenced operations on February 1, 2010. Pemberwick Investment Advisors LLC (“Pemberwick” or the “Advisor”) serves as the investment advisor to the Fund, and J.P. Morgan Investment Management Inc. (“J.P. Morgan” or the “Sub-Advisor”) serves as the sub-advisor to the Fund. Pemberwick and J.P. Morgan also served as the advisor and sub-advisor, respectively, to the Predecessor Fund. The Fund changed its fiscal year end from April 30 to March 31 in 2017. The investment objective of the Fund is to seek maximum current income that is consistent with liquidity and stability of principal.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”). The 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.
| A. | Security Valuation: All investments in securities are recorded at their estimated fair value, as described in Note 3. |
| | |
| B. | Federal Income Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income or excise tax provisions are required. |
| | |
| | The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken or expected to be taken on a tax return. The tax returns for the Fund for the prior three fiscal years are open for examination. The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Delaware. |
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
September 30, 2021 (Unaudited) |
| C. | Securities Transactions, Income and Distributions: Securities transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. Interest income is recorded on an accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Discounts and premiums on fixed income securities are amortized using the effective interest method. |
| | |
| | The Fund distributes substantially all of its net investment income, if any, which is declared daily as a dividend and paid monthly. Any net capital gain realized by the Fund will be distributed 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. The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is determined in accordance with federal income tax regulations, which differ from GAAP. To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax treatment. |
| | |
| | The Fund is charged for those expenses that are directly attributable to it, such as investment advisory, custody and transfer agent fees. Expenses that are not attributable to a Fund are typically allocated among the funds in the Trust proportionately based on allocation methods approved by the Board of Trustees (the “Board”). Common expenses of the Trust are typically allocated among the funds in the Trust based on a fund’s respective net assets, or by other equitable means. |
| | |
| 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 at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates. |
| | |
| E. | Redemption Fees: The Fund does not charge redemption fees to shareholders. |
| | |
| F. | Reclassification of Capital Accounts: 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. |
| | |
| G. | Events Subsequent to the Fiscal Period End: In preparing the financial statements as of September 30, 2021, management considered the impact of subsequent events for potential recognition or disclosure in the financial statements and had concluded that no additional disclosures are necessary. |
| | |
| H. | Recent Accounting Pronouncements and Rule Issuances: In October 2020, the SEC adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a Fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, |
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
September 30, 2021 (Unaudited) |
| | and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Fund. When fully implemented, Rule 18f-4 may require changes in how a Fund uses derivatives, adversely affect the Fund’s performance and increase costs related to the Fund’s use of derivatives. |
| | |
| | In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Funds will be required to comply with the rules by September 8, 2022. Management is currently assessing the potential impact of the new rules on the Funds’ financial statements. |
NOTE 3 – SECURITIES VALUATION
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion of changes in valuation techniques and related inputs during the period, and expanded disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:
| Level 1 – | Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has 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 Fund’s own |
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
September 30, 2021 (Unaudited) |
| | assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available. |
Following is a description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis.
Debt Securities: Debt securities, including corporate bonds, asset-backed securities, mortgage-backed securities, municipal bonds, U.S. Treasuries, and U.S. government agency issues, are generally valued at market on the basis of valuations furnished by an independent pricing service that utilizes both dealer-supplied valuations and formula-based techniques. The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer. In addition, the model may incorporate market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued primarily using dealer quotations. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in level 2 of the fair value hierarchy.
Registered Investment Companies: Investments in registered investment companies (e.g., mutual funds) are generally priced at the ending NAV provided by the applicable registered investment company’s service agent and will be classified in Level 1 of the fair value hierarchy.
Short-Term Debt Securities: Short-term debt instruments having a maturity of less than 60 days are valued at the evaluated mean price supplied by an approved pricing service. Pricing services may use various valuation methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. In the absence of prices from a pricing service, the securities will be priced in accordance with the procedures adopted by the Board. Short-term debt securities are generally classified in Level 1 or Level 2 of the fair value hierarchy depending on the inputs used and market activity levels for specific securities.
The Board delegated day-to-day valuation issues to a Valuation Committee of the Trust which, as of September 30, 2021, was comprised of officers of the Trust. The function of the Valuation Committee is to value securities where current and reliable market quotations are not readily available, or the closing price does not represent fair value, by following procedures approved by the Board. These procedures consider many factors, including the type of security, size of holding, trading volume and news events. All actions taken by the Valuation Committee are subsequently reviewed and ratified by the Board.
Depending on the relative significance of the valuation inputs, fair valued securities may be classified in either level 2 or level 3 of the fair value hierarchy.
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
September 30, 2021 (Unaudited) |
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the fair valuation hierarchy of the Fund’s securities as of September 30, 2021:
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Corporate Bonds and Notes | | $ | — | | | $ | 224,470,909 | | | $ | — | | | $ | 224,470,909 | |
Collateralized | | | | | | | | | | | | | | | | |
Mortgage Obligations | | | — | | | | 5,472,513 | | | | — | | | | 5,472,513 | |
U.S. Government | | | | | | | | | | | | | | | | |
Agency Obligations | | | — | | | | 1,981,821 | | | | — | | | | 1,981,821 | |
U.S. Treasury Obligations | | | — | | | | 15,659,352 | | | | — | | | | 15,659,352 | |
Short-Term Investments | | | 4,384,515 | | | | 27,022,928 | | | | — | | | | 31,407,443 | |
Total Investments | | | | | | | | | | | | | | | | |
in Securities | | $ | 4,384,515 | | | $ | 274,607,523 | | | $ | — | | | $ | 278,992,038 | |
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
For the six months ended September 30, 2021, the Advisor provided the Fund with investment management services under an Investment Advisory Agreement. The Advisor furnishes all investment advice, office space, and facilities, and provides most of the personnel needed by the Fund. As compensation for its services, the Advisor is entitled to a monthly fee at an annual rate of 0.25% from the Fund based upon the average daily net assets of the Fund. For the six months ended September 30, 2021, the Fund incurred $353,212 in advisory fees. Advisory fees payable at September 30, 2021 for the Fund were $34,705. The Advisor has hired J.P. Morgan Investment Management Inc. as a sub-advisor to manage the U.S. Treasuries and agency debt portion of the Fund. The Advisor pays the Sub-Advisor fee for the Pemberwick Fund from its own assets and these fees are not an additional expense of the Fund.
The Fund is responsible for its own operating expenses. The Advisor voluntarily waives 10 basis points of the annual investment advisory fee Pemberwick is entitled to receive from the Fund pursuant to the advisory agreement between Pemberwick and the Fund. Such waiver will continue until Pemberwick notifies the Fund of a change in its voluntary waiver or its discontinuation. For the six months ended September 30, 2021, the Advisor voluntarily waived fees in the amount of $141,285. The fees waived by the Advisor are not subject to recoupment.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, LLC (“Fund Services” or the “Administrator”) acts as the Fund’s Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund’s expenses and reviews
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
September 30, 2021 (Unaudited) |
the Fund’s expense accruals. Fund Services also serves as the fund accountant and transfer agent to the Fund. Vigilant Compliance, LLC serves as the Chief Compliance Officer to the Fund. U.S. Bank N.A., an affiliate of Fund Services, serves as the Fund’s custodian. For the six months ended September 30, 2021, the Fund incurred the following expenses for administration, fund accounting, transfer agency and custody fees:
| Administration and fund accounting | | $ | 145,128 | |
| Custody | | $ | 14,183 | |
| Transfer agency(a) | | $ | 12,975 | |
| | | | | |
| (a) Does not include out-of-pocket expenses. | | | | |
At September 30, 2021, the Fund had payables due to Fund Services for administration, fund accounting and transfer agency fees and to U.S. Bank N.A. for custody fees in the following amounts:
| Administration and fund accounting | | $ | 72,796 | |
| Custody | | $ | 5,531 | |
| Transfer agency(a) | | $ | 6,500 | |
| | | | | |
| (a) Does not include out-of-pocket expenses. | | | | |
Vigilant Distributors, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. The Fund changed it’s principal underwriter from Quasar Distributors, LLC to Vigilant Distributors, LLC on August 10, 2021.
Certain officers of the Fund are employees of the Administrator and are not paid any fees by the Fund for serving in such capacities.
NOTE 5 – SECURITIES TRANSACTIONS
For the six months ended September 30, 2021, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were as follows:
| Purchases | | | |
| U.S. Government Obligations | | $ | — | |
| Other | | $ | 43,249,975 | |
| | | | | |
| Sales | | | | |
| U.S. Government Obligations | | $ | 4,330,000 | |
| Other | | $ | 58,868,561 | |
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
September 30, 2021 (Unaudited) |
NOTE 6 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
As of March 31, 2021, the Fund’s most recent fiscal year end, the components of accumulated earnings/(losses) on a tax basis were as follows:
Cost of investments | | $ | 281,278,210 | |
Gross unrealized appreciation | | | 1,644,458 | |
Gross unrealized depreciation | | | (180,000 | ) |
Net unrealized depreciation | | | 1,464,458 | |
Undistributed ordinary income | | | 21,493 | |
Undistributed long-term capital gain | | | — | |
Total distributable earnings | | | 21,493 | |
Capital loss carry-forwards | | | (763,274 | ) |
Other accumulated gains/(losses) | | | (21,055 | ) |
Total accumulated earnings/(losses) | | $ | 701,622 | |
At March 31, 2021, the Fund had short-term tax basis capital losses of $211,536 with no expiration date and long-term tax basis capital losses of $551,738 with no expiration date.
The tax character of distributions paid during the six months ended September 30, 2021, and the year ended March 31, 2021 was as follows:
| | Six Months Ended | | | | |
| | September 30, 2021 | | | Year Ended | |
| | (Unaudited) | | | March 31, 2021 | |
Ordinary income | | $ | 668,236 | | | $ | 2,822,380 | |
NOTE 7 – PRINCIPAL RISKS
The following is a list of certain risks that may apply to your investment in the Fund. Further information about investment risks is available in the Fund’s Statement of Additional Information.
Credit Risk: Credit risk is the risk that an issuer will not make timely payments of principal and interest. A credit rating assigned to a particular debt security is essentially the opinion of a nationally recognized statistical rating organization (“NRSRO”) as to the credit quality of an issuer and may prove to be inaccurate. There is also the risk that a bond issuer may “call,” or repay, its high yielding bonds before their maturity dates.
Concentration Risk: By concentrating its assets in the banking industry, the Fund is subject to the risk that economic, business, political or other conditions that have a negative effect on the banking industry will negatively impact the Fund to a greater extent than if the Fund’s assets were diversified across different industries or sectors.
Deflation Risk: Deflation to the U.S. economy may cause principal to decline and inflation-linked securities could underperform securities whose interest payments are not adjusted for inflation or linked to a measure of inflation.
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
September 30, 2021 (Unaudited) |
Fixed Income Market Risks: Fixed-income securities are or may be subject to interest rate, credit, liquidity, prepayment and extension risks. There is also the risk that an issuer may “call,” or repay, its high yielding bonds before their maturity dates. Fixed-income securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment. Limited trading opportunities for certain fixed-income securities may make it more difficult to sell or buy a security at a favorable price or time.
Interest Rate Risk: Interest rates may go up resulting in a decrease in the value of the securities held by the Fund. Interest rates have been historically low, so the Fund faces a heightened risk that interest rates may rise. Debt securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment.
Management Risk: The Advisor’s or Sub-Advisor’s judgments about the attractiveness, value and potential appreciation of the Fund’s investments may prove to be incorrect and the investment strategies employed by the Advisor and the Sub-Advisor in selecting investments for the Fund may not result in an increase in the value of your investment or in overall performance equal to other similar investment vehicles having similar investment strategies.
Market Risk: Certain investments selected for the Fund’s portfolio may be worth less than the price originally paid for them, or less than they were worth at an earlier time. The value of the Fund’s investments may go up or down, sometimes dramatically and unpredictably, based on current market conditions, such as real or perceived adverse political or economic conditions, inflation, changes in interest rates, lack of liquidity in the fixed income markets or adverse investor sentiment.
General Market Risk; Recent Market Events: The value of the Fund’s shares will fluctuate based on the performance of the Fund’s investments and other factors affecting the securities markets generally. Certain investments selected for the Fund’s portfolio may be worth less than the price originally paid for them, or less than they were worth at an earlier time. The value of the Fund’s investments may go up or down, sometimes dramatically and unpredictably, based on current market conditions, such as real or perceived adverse political or economic conditions, inflation, changes in interest rates, lack of liquidity in the fixed income markets or adverse investor sentiment.
U.S. and international markets have experienced volatility in recent months and years due to a number of economic, political and global macro factors, including the impact of the coronavirus (COVID-19) global pandemic, which has resulted in a public health crisis, business interruptions, growth concerns in the U.S. and overseas, layoffs, rising unemployment claims, changed travel and social behaviors and reduced consumer spending. The effects of COVID-19 may lead to a substantial economic downturn or recession in the U.S. and global economies, the recovery from which is uncertain and may last for an extended period of time.
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
September 30, 2021 (Unaudited) |
Non-Diversification Risk: Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer. As a result, a decline in the value of an investment in a single issuer could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio.
Prepayment Risk: In times of declining interest rates, the Fund’s higher yielding securities will be prepaid, and the Fund will have to replace them with securities having a lower yield.
U.S. Government Agencies and Instrumentalities Securities Risk: Securities issued by U.S. Government agencies and instrumentalities have different levels of U.S. Government credit support. Some are backed by the full faith and credit of the U.S. Government, while others are supported by only the discretionary authority of the U.S. Government or only by the credit of the agency or instrumentality. No assurance can be given that the U.S. Government will provide financial support to U.S. Government-sponsored instrumentalities because they are not obligated to do so by law. Guarantees of timely prepayment of principal and interest do not assure that the market prices and yields of the securities are guaranteed nor do they guarantee the net asset value or performance of the Fund, which will vary with changes in interest rates, the Advisor’s success and other market conditions.
NOTE 8 – GUARANTEES AND INDEMNIFICATION
In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. 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, based on experience, the Fund expects the risk of loss to be remote.
NOTE 9 – CONTROL OWNERSHIP
The beneficial ownership, either directly or indirectly of more than 25% of the voting securities of a Fund creates a presumption of control of the Fund, under Section 2(a)(9) of the Investment Company Act of 1940. While no individual shareholder has a position which exceeds 25% of the voting securities of the Fund, there are numerous shareholders who are affiliated with the Advisor. As of September 30, 2021, investors who are affiliated with the Advisor, when aggregated, owned 99.2% of the voting securities of the Fund.
Pemberwick Fund
EXPENSE EXAMPLE |
September 30, 2021 (Unaudited) |
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs including sales charges (loads) and redemption fees, if applicable; and (2) ongoing costs, including management 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 indicated and held for the entire period from April 1, 2021 to September 30, 2021.
Actual Expenses
The information in the table under the heading “Actual” provides information about actual account values and actual expenses. You may use the information in these columns 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 row entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. There are some account fees that are charged to certain types of accounts, such as Individual Retirement Accounts (generally, a $15 fee is charged to the account annually) that would increase the amount of expenses paid on your account. The example below does not include portfolio trading commissions and related expenses and other extraordinary expenses as determined under generally accepted accounting principles.
Hypothetical Example for Comparison Purposes
The information in the table under the heading “Hypothetical (5% return before expenses)” provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and 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 the other funds. As noted above, there are some account fees that are charged to certain types of accounts that would increase the amount of expense paid on your account.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the information under the heading “Hypothetical (5% return before expenses)” is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Pemberwick Fund
EXPENSE EXAMPLE (Continued) |
September 30, 2021 (Unaudited) |
| Beginning | Ending | Expenses Paid |
| Account Value | Account Value | During Period(1) |
| 4/1/2021 | 9/30/2021 | 10/1/2020 – 9/30/2021 |
Actual | | | |
Total Fund | $1,000.00 | $1,002.40 | $1.60 |
| | | |
Hypothetical (5% return | | | |
before expenses) | | | |
Total Fund | $1,000.00 | $1,023.47 | $1.62 |
(1) | Expenses are equal to the fund’s annualized expense ratio of 0.32%, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the period). |
Pemberwick Fund
STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM |
(Unaudited) |
In accordance with Rule 22e-4 under the Investment Company Act of 1940, as amended, the Fund, a series of Manager Directed Portfolios (the “Trust”), has adopted and implemented a liquidity risk management program tailored specifically to the Fund (the “Program”). The Program seeks to promote effective liquidity risk management for the Fund and to protect Fund shareholders from dilution of their interests. The Board has designated the Fund’s investment adviser to serve as the administrator of the Program (the “Program Administrator”). Personnel of the Fund’s investment adviser conduct the day-to-day operation of the Program pursuant to policies and procedures administered by the Program Administrator. The Program Administrator is required to provide a written annual report to the Board and the chief compliance officer of the Trust regarding the adequacy and effectiveness of the Program and any material changes to the Program.
Under the Program, the Program Administrator manages the Fund’s liquidity risk, which is the risk that the Fund could not meet shareholder redemption requests without significant dilution of remaining shareholders’ interests in the Fund. The Program assesses liquidity risk under both normal and reasonably foreseeable stressed market conditions. This risk is managed by monitoring the degree of liquidity of the Fund’s investments, limiting the amount of the Fund’s illiquid investments, and utilizing various risk management tools and facilities available to the Fund for meeting shareholder redemptions, among other means. The Program Administrator’s process of determining the degree of liquidity of the Fund’s investments is supported by one or more third-party liquidity assessment vendors.
On November 10, 2020, the Board reviewed the Program Administrator’s assessment of the operation and effectiveness of the Program for the period June 1, 2019 through June 30, 2020 (the “Report”) and a memorandum regarding the Report prepared by the Trust’s chief compliance officer. The Report noted that the Fund’s portfolio is expected to continue to primarily hold highly liquid investments and the determination that the Fund be designated as a “primarily highly liquid fund” (as defined in Rule 22e-4) remains appropriate. The Fund can therefore continue to rely on the exclusion in Rule 22e-4 from the requirements to determine and review a highly liquid investment minimum for the Fund and to adopt policies and procedures for responding to a highly liquid investment minimum shortfall. The Report noted that there were no breaches of the Fund’s restriction on holding illiquid investments exceeding 15% of its net assets during the review period. The Report confirmed that the Fund’s investment strategy was appropriate for an open-end management investment company. The Report also indicated that no material changes had been made to the Program during the review period.
The Program Administrator determined that the Fund is reasonably likely to be able to meet redemption requests without adversely affecting non-redeeming Fund shareholders through significant dilution. The Program Administrator concluded that the during the review period, the Program was adequately designed and effectively operating to monitor the liquidity risk to the Fund, taking into account the size of the Fund, the type of business conducted, and other relevant factors.
Pemberwick Fund
NOTICE TO SHAREHOLDERS |
at September 30, 2021 (Unaudited) |
How to Obtain a Copy of the Fund’s Proxy Voting Policies
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-888-893-4491 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
How to Obtain a Copy of the Fund’s Proxy Voting Records for the most recent 12-Month Period Ended June 30
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available no later than August 31 without charge, upon request, by calling 1-888-893-4491. Furthermore, you can obtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.
Quarterly Filings on Form N-PORT
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT is available on the SEC’s website at http://www.sec.gov. The Fund’s Form N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090. Information included in the Fund’s Form N-PORT is also available, upon request, by calling 1-888-893-4491.
Householding
In an effort to decrease costs, the Fund intends to reduce the number of duplicate prospectuses and annual and semi-annual reports you receive by sending only one copy of each to those addresses shared by two or more accounts and to shareholders the Transfer Agent reasonably believes are from the same family or household. Once implemented, if you would like to discontinue householding for your accounts, please call toll-free at 1-888-893-4491 to request individual copies of these documents. Once the Transfer Agent receives notice to stop householding, the Transfer Agent will begin sending individual copies thirty days after receiving your request. This policy does not apply to account statements.
Pemberwick Fund
NOTICE OF PRIVACY POLICY & PRACTICES |
|
Protecting the privacy of Fund shareholders is important to us. The following is a description of the practices and policies through which we protect the privacy and security of your non-public personal information.
What Information We Collect
We collect and maintain information about you so that we can open and maintain your account in the Fund and provide various services to you. We 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 orally; and |
| | |
| • | information about your transactions with us or others. |
The types of non-public personal information we collect and share can include:
| • | social security number; |
| | |
| • | account balances; |
| | |
| • | account transactions; |
| | |
| • | transaction history; |
| | |
| • | wire transfer instructions; and |
| | |
| • | checking account information. |
What Information We Disclose
We do not disclose any non-public personal information about shareholders or former shareholders of the Fund 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 Fund. We will provide unaffiliated third parties with only the information necessary to carry out their assigned responsibility.
How We Protect Your Information
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 Fund 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.
If you have any questions or concerns regarding this notice or our Privacy Policy, please contact us at 1-888-893-4491.
Investment Advisor
Pemberwick Investment Advisors LLC
777 West Putnam Avenue
Greenwich, CT 06830
Distributor
Vigilant Distributors, LLC
223 Wilmington West Chester Pike, Suite 216
Chadds Ford, PA 19317
Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
(888) 893-4491
Custodian
U.S. Bank National Association
Custody Operations
1555 North River Center Drive, Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm
BBD, LLP
1835 Market Street, 3rd floor
Philadelphia, PA 19103
Legal Counsel
Godfrey & Kahn S.C.
833 East Michigan Street, Suite 1800
Milwaukee, WI 53202
This report is intended for shareholders of the Fund and may not be used as sales literature unless preceded or accompanied by a current prospectus.
Past performance results shown in this report should not be considered a representation of future performance. Share price and returns will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are dated and are subject to change.
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Experts.
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.
(a) Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
(b) Not Applicable.
Item 6. Investments.
(a) | 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.
Item 11. Controls and Procedures.
(a) | The Registrant’s President/Principal Executive Officer and Treasurer/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, as amended, (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 second fiscal quarter of 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 to the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable. |
(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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Manager Directed Portfolios
By (Signature and Title)* /s/Scott M. Ostrowski
Scott M. Ostrowski, President/
Principal Executive Officer
Date 11/29/2021
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, as amended, 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/Scott M. Ostrowski
Scott M. Ostrowski, President/
Principal Executive Officer
Date 11/29/2021
By (Signature and Title)* /s/Matthew J. McVoy
Matthew J. McVoy, Treasurer/
Principal Financial Officer
Date 11/29/2021
* Print the name and title of each signing officer under his or her signature.