UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
(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)
(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: March 31, 2022
Item 1. Reports to Stockholders.
(a) |
Pemberwick Fund
Annual Report
March 31, 2022
Pemberwick Fund
Table of Contents
Letter to Shareholders/Commentary | 3 |
Sector Allocation of Portfolio Assets | 6 |
Schedule of Investments | 7 |
Statement of Assets and Liabilities | 23 |
Statement of Operations | 24 |
Statements of Changes in Net Assets | 25 |
Financial Highlights | 26 |
Notes to the Financial Statements | 27 |
Report of Independent Registered Public Accounting Firm | 36 |
Expense Example | 37 |
Statement Regarding Liquidity Risk Management Program | 39 |
Notice to Shareholders | 40 |
Trustees and Officers | 41 |
Approval of the Investment Advisory Agreement and Sub-Advisory Agreement | 44 |
Privacy Notice | 48 |
Pemberwick Fund (Unaudited)
We present the Pemberwick Fund annual report covering the year from April 1, 2021 through March 31, 2022. Portfolio performance information, market commentary and our outlook for the period ended March 31, 2022 follows. We encourage you to carefully review the enclosed information to stay informed.
PORTFOLIO PERFORMANCE AND MARKET REVIEW:
For the year ended March 31, 2022, Pemberwick Fund (“Pemberwick”) generated a periodic total investment return of -0.73% net of expenses. The Portfolio's primary benchmark, the Bloomberg Barclays 1-3 Year US Government/Credit Index returned -2.91% during the same period (the benchmark index does not include expenses). Pemberwick outperformed the benchmark by 2.18% during the period from April 1, 2021 to March 31, 2022. The majority of this outperformance was consistent over the year with larger spikes happening in October 2021 (0.26%), January 2022 (0.66%), February 2022 (0.27%) and March 2022 (0.91%). During the quarter ended March 31, 2022, we saw a steady increase in the spreads of floating rate bonds as well as an increase of interest rates. The Federal Reserve confirmed that they will raise interest rates in response to inflation. Increasing interest rates is advantageous for Pemberwick Fund but that is offset by increasing spreads. Since its inception on February 1, 2010, Pemberwick has generated an annual return net of expenses of 1.25% vs. Pemberwick’s benchmark return of 1.23% for the same period (the benchmark index does not include expenses). Pemberwick’s annual return for the 5-year period from April 1, 2017 to March 31, 2022 was 1.38% net of expenses, vs. Pemberwick’s benchmark annual return of 1.26% (the benchmark index does not include expenses).
Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will change 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. The gross expense ratio of the fund was 0.42% as of the 7/31/21 prospectus. Pemberwick Fund’s advisor has voluntarily undertaken to limit Fund expenses. Such expense limitations may fluctuate and are voluntary and temporary and may be terminated by Pemberwick Fund’s advisor at any time without notice. Pemberwick Fund’s advisor currently voluntarily waives 0.10% of its 0.25% management fee, resulting in a net expense ratio of 0.32% as of July 31, 2021. Please see page 26 of the prospectus, for the gross and net expense ratios as of March 31, 2022.
During the year ended March 31, 2022, Pemberwick primarily continued its strategy of building a portfolio of investment grade floating rate bonds with laddered maturities during the period from April 1, 2021 through March 31, 2022. As Pemberwick has relatively level amounts of monthly maturities throughout the duration of the portfolio, Pemberwick should seldom need to sell bonds to cover redemptions thus greatly minimizing shareholder’s losses during times of economic distress. Our intention is to get Pemberwick Fund’s net assets back to $350 million as the Richman organization moves all available cash into Pemberwick Fund. We will continue to closely monitor the market and look to keep gradually adding investment grade floating rate bonds to the portfolio as we have maturities and as more bonds become available.
PORTFOLIO POSITIONING:
As of March 31, 2022, Pemberwick Fund continues to be invested primarily in investment grade floating rate bonds issued by financial institutions with assets greater than $200 billion (80% of Pemberwick’s net assets,) and a small percentage of fixed rate bonds (10% of Pemberwick’s net assets,) securities issued by the US Treasury and Agencies (8% of Pemberwick’s net assets,) and cash (2% of Pemberwick’s net assets). Pemberwick’s net assets increased by $10.9 million, or
3
Pemberwick Fund (Unaudited)
approximately 3.9% during the year ended March 31, 2022; increasing from approximately $282.4 million as of March 31, 2021 to approximately $293.3 million as of March 31, 2022. This increase is due to fund performance and investments from Richman shareholders in their ordinary course of business. Current net assets are $299.1 million as of May 3, 2022.
This letter is intended to assist shareholders in understanding how Pemberwick performed during the year ended March 31, 2022 and includes the views of the investment advisor at the time of this writing. Of course, these views may change and do not guarantee the future performance of Pemberwick or the markets. Portfolio composition is subject to change. The current and future portfolio holdings of Pemberwick are subject to investment risk.
Mutual fund investing involves risk. Principal loss is possible. Fixed-income securities are or may be subject to interest rate, credit, liquidity, prepayment and extension risks. 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. The municipal market is volatile and can be significantly affected by adverse tax, legislative or political changes and the financial condition of the issuers of municipal securities.
Bloomberg Barclays 1-3 Year US Government/Credit Total Return Index Value Unhedged – The Bloomberg Barclays 1-3 Year US Government/Credit Bond Index is a broad-based benchmark that measures the non-securitized component of the US Aggregate Index. It includes investment grade, US dollar-denominated, fixed-rate Treasuries, government-related and corporate securities. It is not possible to invest in an index.
ICE LIBOR USD 3 Month – London – Interbank Offered Rate – ICE Benchmark Administration Fixing for US Dollar. The fixing is conducted each day at 11am & released at 11.45am (London time). The rate is an average derived from the quotations provided by the banks determined by the ICE Benchmark Administration.
Duration (Workout Date in Years) – The number of years from today to the workout of the instrument. The workout of the instrument is the call date (if applicable) or the maturity date. For mortgage-backed instruments the weighted average life is used instead of the maturity.
Investment grade – issuer credit ratings are those that are above BBB- or Baa for S&P or Moody’s respectively.
The Pemberwick Fund is distributed by Vigilant Distributors, LLC.
4
Pemberwick Fund
Investment Highlights (Unaudited)
Comparison of the Change in Value of a Hypothetical $10,000 Investment
in the Pemberwick Fund and
Bloomberg Barclays 1-3 Year US Government/Credit Index
![](https://capedge.com/proxy/N-CSR/0000898531-22-000218/pf-linechart.jpg)
Average Annual Total Return | Since Inception | |||
Periods Ended March 31, 2022: | 1 Year | 3 Year | 5 Year | (2/1/2010) |
Pemberwick Fund (No Load) | -0.73% | 1.12% | 1.38% | 1.25% |
Bloomberg Barclays 1-3 Year | ||||
US Government/Credit Index | -2.91% | 1.02% | 1.26% | 1.23% |
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.
This chart illustrates the performance of a hypothetical $10,000 investment made in the Fund on February 1, 2010, the Fund’s inception date. 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 and graph do not reflect the deduction of taxes that a shareholder may pay on dividends, capital gain distributions, or redemption of Fund shares. This chart does not imply any future performance.
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.
5
Pemberwick Fund
SECTOR ALLOCATION OF PORTFOLIO ASSETS |
at March 31, 2022 (Unaudited) |
![](https://capedge.com/proxy/N-CSR/0000898531-22-000218/pf-piechart.jpg)
Percentages represent market value as a percentage of net assets.
6
Pemberwick Fund
SCHEDULE OF INVESTMENTS |
at March 31, 2022 |
Par | ||||||||
CORPORATE BONDS AND NOTES – 87.5% | Value | Value | ||||||
Communications – 1.2% | ||||||||
Cisco Systems, Inc. | ||||||||
3.000%, 06/15/2022 | $ | 105,000 | $ | 105,435 | ||||
Comcast Cable Communications Holdings, Inc. | ||||||||
9.455%, 11/15/2022 | 385,000 | 402,993 | ||||||
Comcast Corp. | ||||||||
3.700% (3 Month LIBOR USD + 0.630%), 04/15/2024 (a) | 250,000 | 255,329 | ||||||
0.871%, 04/15/2024 | 2,000,000 | 2,025,222 | ||||||
3.375%, 02/15/2025 | 200,000 | 203,173 | ||||||
3.375%, 08/15/2025 | 100,000 | 101,381 | ||||||
3.950%, 10/15/2025 | 125,000 | 129,198 | ||||||
The Walt Disney Company | ||||||||
2.350%, 12/01/2022 | 400,000 | 401,813 | ||||||
3,624,544 | ||||||||
Consumer, Cyclical – 1.0% | ||||||||
American Honda Finance Corp. | ||||||||
2.200%, 06/27/2022 | 400,000 | 400,365 | ||||||
2.600%, 11/16/2022 | 50,000 | 50,260 | ||||||
0.875%, 07/07/2023 | 300,000 | 295,026 | ||||||
3.625%, 10/10/2023 | 200,000 | 202,764 | ||||||
3.550%, 01/12/2024 | 250,000 | 253,996 | ||||||
2.150%, 09/10/2024 | 250,000 | 246,362 | ||||||
PACCAR Financial Corp. | ||||||||
3.400%, 08/09/2023 | 60,000 | 60,698 | ||||||
2.150%, 08/15/2024 | 300,000 | 296,828 | ||||||
Target Corp. | ||||||||
3.500%, 07/01/2024 | 250,000 | 255,714 | ||||||
Toyota Motor Credit Corp. | ||||||||
1.150%, 05/26/2022 | 350,000 | 349,941 | ||||||
2.150%, 09/08/2022 | 30,000 | 30,081 | ||||||
0.450%, 01/11/2024 | 300,000 | 289,913 | ||||||
2.900%, 04/17/2024 | 250,000 | 251,584 | ||||||
2,983,532 |
The accompanying notes are an integral part of these financial statements.
7
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Consumer, Non-cyclical – 4.0% | ||||||||
Abbott Laboratories | ||||||||
3.875%, 09/15/2025 | $ | 250,000 | $ | 258,720 | ||||
AmerisourceBergen Corp. | ||||||||
0.737%, 03/15/2023 | 300,000 | 295,738 | ||||||
AstraZeneca PLC | ||||||||
1.323% (3 Month LIBOR USD + 0.620%), 06/10/2022 (a) | 2,000,000 | 2,000,238 | ||||||
Bristol-Myers Squibb Co. | ||||||||
3.250%, 11/01/2023 | 125,000 | 126,640 | ||||||
Church & Dwight Co., Inc. | ||||||||
2.450%, 08/01/2022 | 300,000 | 300,763 | ||||||
Cigna Corp. | ||||||||
1.131% (3 Month LIBOR USD + 0.890%), 07/15/2023 (a) | 2,000,000 | 2,014,934 | ||||||
3.750%, 07/15/2023 | 300,000 | 304,465 | ||||||
Colgate-Palmolive Co. | ||||||||
2.250%, 11/15/2022 | 75,000 | 75,311 | ||||||
Diageo Investment Corp. | ||||||||
8.000%, 09/15/2022 | 391,000 | 402,418 | ||||||
Eli Lilly & Co. | ||||||||
2.350%, 05/15/2022 | 70,000 | 70,110 | ||||||
Estee Lauder Companies, Inc. | ||||||||
2.350%, 08/15/2022 | 300,000 | 301,007 | ||||||
Gilead Sciences, Inc. | ||||||||
0.750%, 09/29/2023 | 300,000 | 293,125 | ||||||
3.500%, 02/01/2025 | 300,000 | 304,246 | ||||||
Novartis Capital Corp. | ||||||||
3.400%, 05/06/2024 | 50,000 | 50,929 | ||||||
PayPal Holdings, Inc. | ||||||||
1.350%, 09/26/2022 | 300,000 | 301,054 | ||||||
2.200%, 06/01/2023 | 300,000 | 299,237 | ||||||
PepsiCo, Inc. | ||||||||
3.600%, 03/01/2024 | 100,000 | 102,294 | ||||||
Reckitt Benckiser Treasury Services PLC | ||||||||
1.514% (3 Month LIBOR USD + 0.560%), 06/24/2022 | ||||||||
(Acquired 02/15/2018, Cost $3,770,219) (a)(b)(d) | 3,775,000 | 3,779,301 | ||||||
Unilever Capital Corp. | ||||||||
3.125%, 03/22/2023 | 300,000 | 303,336 |
The accompanying notes are an integral part of these financial statements.
8
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Consumer, Non-cyclical – 4.0% (Continued) | ||||||||
UnitedHealth Group, Inc. | ||||||||
3.500%, 02/15/2024 | $ | 260,000 | $ | 264,864 | ||||
11,848,730 | ||||||||
Energy – 0.7% | ||||||||
BP Capital Markets America, Inc. | ||||||||
2.750%, 05/10/2023 | 100,000 | 100,516 | ||||||
3.790%, 02/06/2024 | 350,000 | 356,220 | ||||||
3.796%, 09/21/2025 | 250,000 | 257,788 | ||||||
Chevron Corp. | ||||||||
3.191%, 06/24/2023 | 50,000 | 50,568 | ||||||
Chevron USA, Inc. | ||||||||
3.900%, 11/15/2024 | 250,000 | 257,634 | ||||||
Columbia Pipeline Group, Inc. | ||||||||
4.500%, 06/01/2025 | 300,000 | 309,800 | ||||||
EOG Resources, Inc. | ||||||||
2.625%, 03/15/2023 | 100,000 | 100,243 | ||||||
Exxon Mobil Corp. | ||||||||
2.992%, 03/19/2025 | 300,000 | 301,539 | ||||||
Phillips 66 | ||||||||
3.850%, 04/09/2025 | 300,000 | 306,321 | ||||||
2,040,629 | ||||||||
Financial – 75.9% | ||||||||
American Express Co. | ||||||||
0.927% (3 Month LIBOR USD + 0.610%), 08/01/2022 (a) | 1,391,000 | 1,390,694 | ||||||
0.820% (SOFR + 0.650%), 11/04/2026 (a) | 5,800,000 | 5,722,345 | ||||||
AvalonBay Communities, Inc. | ||||||||
4.200%, 12/15/2023 | 250,000 | 254,997 | ||||||
3.500%, 11/15/2025 | 300,000 | 302,615 | ||||||
Banco Santander SA | ||||||||
1.796% (3 Month LIBOR USD + 1.560%), 04/11/2022 (a) | 3,800,000 | 3,800,766 | ||||||
1.554% (3 Month LIBOR USD + 1.090%), 02/23/2023 (a) | 9,750,000 | 9,808,459 | ||||||
1.358% (3 Month LIBOR USD + 1.120%), 04/12/2023 (a) | 2,900,000 | 2,916,136 | ||||||
Bank of America Corp. | ||||||||
1.259% (3 Month LIBOR USD + 1.000%), 04/24/2023 (a) | 2,200,000 | 2,200,597 | ||||||
1.373% (3 Month LIBOR USD + 0.790%), 03/05/2024 (a) | 3,206,000 | 3,213,040 |
The accompanying notes are an integral part of these financial statements.
9
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Financial – 75.9% (Continued) | ||||||||
Bank of America Corp. (Continued) | ||||||||
0.909% (BSBY3M + 0.430%), 05/28/2024 (a) | $ | 6,200,000 | $ | 6,187,433 | ||||
0.879% (SOFR + 0.730%), 10/24/2024 (a) | 2,390,000 | 2,392,307 | ||||||
0.835% (SOFR + 0.660%), 02/04/2025 (a) | 900,000 | 896,205 | ||||||
Bank of Montreal | ||||||||
1.375% (3 Month LIBOR USD + 0.630%), 09/11/2022 (a) | 3,300,000 | 3,303,860 | ||||||
0.938% (SOFRINDX + 0.680%), 03/10/2023 (a) | 1,200,000 | 1,201,645 | ||||||
0.387% (SOFRINDX + 0.270%), 04/14/2023 (a) | 5,000,000 | 4,976,446 | ||||||
0.599% (SOFRINDX + 0.350%), 12/08/2023 (a) | 1,100,000 | 1,094,943 | ||||||
0.568% (SOFR + 0.465%), 01/10/2025 (a) | 1,971,000 | 1,959,477 | ||||||
0.886% (SOFR + 0.620%), 09/15/2026 (a) | 2,500,000 | 2,479,592 | ||||||
Bank of Nova Scotia | ||||||||
0.816% (SOFR + 0.550%), 09/15/2023 (a) | 2,000,000 | 1,997,515 | ||||||
0.537% (SOFR + 0.380%), 07/31/2024 (a) | 7,000,000 | 6,950,084 | ||||||
0.876% (SOFR + 0.610%), 09/15/2026 (a) | 6,000,000 | 5,916,909 | ||||||
Canadian Imperial Bank of Commerce | ||||||||
1.605% (3 Month LIBOR USD + 0.720%), 06/16/2022 (a) | 4,496,000 | 4,501,251 | ||||||
1.081% (SOFR + 0.800%), 03/17/2023 (a) | 1,075,000 | 1,077,418 | ||||||
Capital One Financial Corp. | ||||||||
1.019% (3 Month LIBOR USD + 0.720%), 01/30/2023 (a) | 6,663,000 | 6,667,827 | ||||||
0.946% (SOFR + 0.690%), 12/06/2024 (a) | 2,900,000 | 2,885,169 | ||||||
Citigroup, Inc. | ||||||||
1.209% (3 Month LIBOR USD + 0.950%), 07/24/2023 (a) | 8,135,000 | 8,149,223 | ||||||
1.953% (3 Month LIBOR USD + 1.430%), 09/01/2023 (a) | 2,000,000 | 2,007,264 | ||||||
1.569% (3 Month LIBOR USD + 1.100%), 05/17/2024 (a) | 2,150,000 | 2,162,484 | ||||||
0.834% (SOFR + 0.694%), 01/25/2026 (a) | 2,585,000 | 2,544,542 | ||||||
Credit Suisse Group AG | ||||||||
2.003% (3 Month LIBOR USD + 1.200%), 12/14/2023 \ | ||||||||
(Acquired 09/11/2017, Cost $8,321,520) (a)(b)(d) | 8,300,000 | 8,321,083 | ||||||
2.043% (3 Month LIBOR USD + 1.240%), 06/12/2024 | ||||||||
(Acquired 06/06/2018 through 06/07/2018, | ||||||||
Cost $1,005,485) (a)(b)(d) | 1,000,000 | 1,006,199 | ||||||
ERP Operating LP | ||||||||
3.000%, 04/15/2023 | 300,000 | 301,988 | ||||||
3.375%, 06/01/2025 | 300,000 | 300,820 |
The accompanying notes are an integral part of these financial statements.
10
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Financial – 75.9% (Continued) | ||||||||
Federal Realty Investment Trust | ||||||||
2.750%, 06/01/2023 | $ | 150,000 | $ | 149,630 | ||||
3.950%, 01/15/2024 | 217,000 | 219,929 | ||||||
Goldman Sachs Group, Inc. | ||||||||
1.213% (3 Month LIBOR USD + 0.750%), 02/23/2023 (a) | 300,000 | 300,615 | ||||||
1.633% (3 Month LIBOR USD + 1.050%), 06/05/2023 (a) | 6,689,000 | 6,691,019 | ||||||
1.259% (3 Month LIBOR USD + 1.000%), 07/24/2023 (a) | 3,449,000 | 3,451,960 | ||||||
2.108% (3 Month LIBOR USD + 1.600%), 11/29/2023 (a) | 4,800,000 | 4,863,385 | ||||||
HSBC Holdings PLC | ||||||||
1.488% (3 Month LIBOR USD + 1.000%), 05/18/2024 (a) | 6,010,000 | 6,031,310 | ||||||
1.676% (SOFR + 1.430%), 03/10/2026 (a) | 4,000,000 | 4,012,183 | ||||||
M&T Bank Corp. | ||||||||
0.947% (3 Month LIBOR USD + 0.680%), 07/26/2023 (a) | 6,000,000 | 6,027,474 | ||||||
MetLife, Inc. | ||||||||
4.368%, 09/15/2023 | 250,000 | 257,345 | ||||||
3.000%, 03/01/2025 | 100,000 | 100,382 | ||||||
3.600%, 11/13/2025 | 125,000 | 127,623 | ||||||
Mitsubishi UFJ Financial Group, Inc. | ||||||||
1.127% (3 Month LIBOR USD + 0.740%), 03/02/2023 (a) | 4,432,000 | 4,441,822 | ||||||
1.244% (3 Month LIBOR USD + 0.860%), 07/26/2023 (a) | 2,851,000 | 2,865,458 | ||||||
Mizuho Financial Group, Inc. | ||||||||
1.373% (3 Month LIBOR USD + 0.790%), 03/05/2023 (a) | 7,420,000 | 7,446,919 | ||||||
1.081% (3 Month LIBOR USD + 0.840%), 07/16/2023 (a) | 3,000,000 | 3,003,807 | ||||||
1.162% (SOFR + 0.960%), 05/22/2026 (a) | 4,500,000 | 4,471,594 | ||||||
Morgan Stanley | ||||||||
1.659% (3 Month LIBOR USD + 1.400%), 10/24/2023 (a) | 5,800,000 | 5,832,581 | ||||||
1.559% (3 Month LIBOR USD + 1.220%), 05/08/2024 (a) | 8,529,000 | 8,588,330 | ||||||
Principal Financial Group, Inc. | ||||||||
3.125%, 05/15/2023 | 250,000 | 250,736 | ||||||
Prologis LP | ||||||||
2.125%, 04/15/2027 | 300,000 | 284,837 | ||||||
Public Storage | ||||||||
2.370%, 09/15/2022 | 180,000 | 180,437 | ||||||
Realty Income Corp. | ||||||||
3.875%, 07/15/2024 | 296,000 | 301,067 | ||||||
3.875%, 04/15/2025 | 150,000 | 152,468 | ||||||
4.125%, 10/15/2026 | 300,000 | 309,662 |
The accompanying notes are an integral part of these financial statements.
11
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Financial – 75.9% (Continued) | ||||||||
Royal Bank of Canada | ||||||||
0.439% (SOFR + 0.340%), 10/07/2024 (a) | $ | 2,471,000 | $ | 2,448,100 | ||||
0.575% (SOFRINDX + 0.440%), 01/21/2025 (a) | 1,000,000 | 993,132 | ||||||
0.720% (SOFR + 0.570%), 04/27/2026 (a) | 4,324,000 | 4,284,818 | ||||||
0.752% (SOFR + 0.590%), 11/02/2026 (a) | 2,350,000 | 2,318,705 | ||||||
Simon Property Group LP | ||||||||
3.750%, 02/01/2024 | 250,000 | 253,859 | ||||||
2.000%, 09/13/2024 | 350,000 | 343,744 | ||||||
3.375%, 10/01/2024 | 250,000 | 253,037 | ||||||
3.500%, 09/01/2025 | 100,000 | 100,968 | ||||||
3.300%, 01/15/2026 | 400,000 | 402,944 | ||||||
Sumitomo Mitsui Financial Group, Inc. | ||||||||
0.981% (3 Month LIBOR USD + 0.740%), 01/17/2023 (a) | 1,980,000 | 1,985,486 | ||||||
1.108% (3 Month LIBOR USD + 0.860%), 07/19/2023 (a) | 2,200,000 | 2,211,571 | ||||||
The Bank of New York Mellon Corp. | ||||||||
1.349% (3 Month LIBOR USD + 1.050%), 10/30/2023 (a) | 9,036,000 | 9,077,351 | ||||||
Truist Financial Corp. | ||||||||
0.656% (SOFR + 0.400%), 06/09/2025 (a) | 8,165,000 | 8,118,530 | ||||||
UBS Group AG | ||||||||
0.550% (SOFR + 0.320%), 06/01/2023 | ||||||||
(Acquired 05/24/2021, Cost $8,001,900) (a)(b)(d) | 8,000,000 | 7,975,589 | ||||||
1.456% (3 Month LIBOR USD + 0.950%), 08/15/2023 | ||||||||
(Acquired 10/05/2017, Cost $1,503,889) (a)(b)(d) | 1,500,000 | 1,502,470 | ||||||
Wells Fargo & Co. | ||||||||
1.529% (3 Month LIBOR USD + 1.230%), 10/31/2023 (a) | 925,000 | 929,351 | ||||||
222,453,561 | ||||||||
Industrial – 1.1% | ||||||||
ABB Finance USA, Inc. | ||||||||
2.875%, 05/08/2022 | 250,000 | 250,112 | ||||||
Burlington Northern Santa Fe LLC | ||||||||
3.000%, 04/01/2025 | 100,000 | 100,992 | ||||||
7.000%, 12/15/2025 | 215,000 | 244,421 | ||||||
Caterpillar Financial Services Corp. | ||||||||
2.850%, 06/01/2022 | 300,000 | 300,948 | ||||||
2.150%, 11/08/2024 | 300,000 | 297,791 |
The accompanying notes are an integral part of these financial statements.
12
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Industrial – 1.1% (Continued) | ||||||||
Caterpillar, Inc. | ||||||||
3.400%, 05/15/2024 | $ | 60,000 | $ | 61,025 | ||||
General Dynamics Corp. | ||||||||
2.250%, 11/15/2022 | 60,000 | 60,136 | ||||||
General Electric Co. | ||||||||
4.000% (3 Month LIBOR USD + 2.280%), 12/29/2049 (a) | 1,234,000 | 919,519 | ||||||
John Deere Capital Corp. | ||||||||
2.800%, 01/27/2023 | 60,000 | 60,456 | ||||||
0.400%, 10/10/2023 | 300,000 | 292,254 | ||||||
2.650%, 06/24/2024 | 250,000 | 250,463 | ||||||
The Boeing Co. | ||||||||
2.800%, 03/01/2023 | 120,000 | 120,647 | ||||||
2.850%, 10/30/2024 | 100,000 | 99,663 | ||||||
2.500%, 03/01/2025 | 100,000 | 97,958 | ||||||
3,156,385 | ||||||||
Technology – 0.8% | ||||||||
Apple, Inc. | ||||||||
2.400%, 05/03/2023 | 60,000 | 60,356 | ||||||
3.000%, 02/09/2024 | 250,000 | 253,130 | ||||||
3.200%, 05/13/2025 | 150,000 | 152,423 | ||||||
Intel Corp. | ||||||||
3.100%, 07/29/2022 | 50,000 | 50,306 | ||||||
International Business Machines Corp. | ||||||||
2.850%, 05/13/2022 | 300,000 | 300,637 | ||||||
3.375%, 08/01/2023 | 300,000 | 304,185 | ||||||
3.625%, 02/12/2024 | 100,000 | 101,852 | ||||||
3.000%, 05/15/2024 | 250,000 | 251,775 | ||||||
7.000%, 10/30/2025 | 150,000 | 169,855 | ||||||
Intuit, Inc. | ||||||||
0.650%, 07/15/2023 | 300,000 | 293,613 | ||||||
Oracle Corp. | ||||||||
2.500%, 05/15/2022 | 300,000 | 300,189 | ||||||
Texas Instruments, Inc. | ||||||||
1.850%, 05/15/2022 | 60,000 | 60,012 | ||||||
2,298,333 |
The accompanying notes are an integral part of these financial statements.
13
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Utilities – 2.8% | ||||||||
Arizona Public Service Co. | ||||||||
3.350%, 06/15/2024 | $ | 350,000 | $ | 351,688 | ||||
3.150%, 05/15/2025 | 300,000 | 300,036 | ||||||
Atmos Energy Corp. | ||||||||
0.625%, 03/09/2023 | 300,000 | 295,689 | ||||||
Baltimore Gas and Electric Co. | ||||||||
3.350%, 07/01/2023 | 300,000 | 301,751 | ||||||
Berkshire Hathaway Energy Co. | ||||||||
3.750%, 11/15/2023 | 250,000 | 254,103 | ||||||
3.500%, 02/01/2025 | 200,000 | 202,985 | ||||||
CenterPoint Energy Resources Corp. | ||||||||
0.700%, 03/02/2023 | 350,000 | 345,036 | ||||||
Duke Energy Carolinas LLC | ||||||||
3.350%, 05/15/2022 | 300,000 | 300,809 | ||||||
Duke Energy Progress LLC | ||||||||
2.800%, 05/15/2022 | 70,000 | 70,085 | ||||||
3.250%, 08/15/2025 | 100,000 | 100,683 | ||||||
Entergy Arkansas LLC | ||||||||
3.050%, 06/01/2023 | 250,000 | 249,915 | ||||||
3.700%, 06/01/2024 | 300,000 | 306,395 | ||||||
Entergy Louisiana LLC | ||||||||
0.950%, 10/01/2024 | 300,000 | 286,151 | ||||||
5.400%, 11/01/2024 | 100,000 | 105,456 | ||||||
Georgia Power Co. | ||||||||
3.250%, 04/01/2026 | 300,000 | 301,457 | ||||||
Louisville Gas and Electric Co. | ||||||||
3.300%, 10/01/2025 | 150,000 | 150,908 | ||||||
Northern States Power Co. | ||||||||
2.150%, 08/15/2022 | 300,000 | 300,078 | ||||||
PacifiCorp | ||||||||
3.600%, 04/01/2024 | 210,000 | 213,152 | ||||||
PECO Energy Co. | ||||||||
3.150%, 10/15/2025 | 428,000 | 430,200 | ||||||
Potomac Electric Power Co. | ||||||||
3.600%, 03/15/2024 | 140,000 | 141,959 |
The accompanying notes are an integral part of these financial statements.
14
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Utilities – 2.8% (Continued) | ||||||||
Public Service Company of Colorado | ||||||||
2.500%, 03/15/2023 | $ | 400,000 | $ | 401,078 | ||||
Public Service Electric and Gas Co. | ||||||||
3.750%, 03/15/2024 | 350,000 | 354,495 | ||||||
3.000%, 05/15/2025 | 175,000 | 174,474 | ||||||
0.950%, 03/15/2026 | 300,000 | 278,208 | ||||||
San Diego Gas & Electric Co. | ||||||||
3.600%, 09/01/2023 | 250,000 | 253,405 | ||||||
Southern California Edison Co. | ||||||||
3.400%, 06/01/2023 | 300,000 | 302,131 | ||||||
3.500%, 10/01/2023 | 300,000 | 302,921 | ||||||
1.100%, 04/01/2024 | 300,000 | 289,714 | ||||||
Virginia Electric and Power Co. | ||||||||
3.450%, 09/01/2022 | 300,000 | 300,936 | ||||||
2.750%, 03/15/2023 | 300,000 | 301,070 | ||||||
Wisconsin Electric Power Co. | ||||||||
2.050%, 12/15/2024 | 350,000 | 342,454 | ||||||
8,309,422 | ||||||||
TOTAL CORPORATE BONDS AND NOTES | ||||||||
(Cost $258,112,781) | 256,715,136 | |||||||
COLLATERALIZED | ||||||||
MORTGAGE OBLIGATIONS – 1.9% | ||||||||
Federal Home Loan Mortgage | ||||||||
Corporation REMICS – 0.8% | ||||||||
Series 2989, Class TG | ||||||||
5.000%, 06/15/2025 | 6,067 | 6,241 | ||||||
Series 3002, Class YD | ||||||||
4.500%, 07/15/2025 | 32,104 | 32,770 | ||||||
Series 3775, Class EM | ||||||||
3.500%, 11/15/2025 | 15,797 | 16,005 | ||||||
Series 4266, Class BG | ||||||||
2.500%, 04/15/2026 | 39,195 | 39,165 | ||||||
Series 3917, Class AB | ||||||||
4.500%, 07/15/2026 | 12,662 | 12,668 |
The accompanying notes are an integral part of these financial statements.
15
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Federal Home Loan Mortgage | ||||||||
Corporation REMICS – 0.8% (Continued) | ||||||||
Series 3970, Class HB | ||||||||
3.000%, 12/15/2026 | $ | 155,648 | $ | 156,297 | ||||
Series 4020, Class PA | ||||||||
3.000%, 03/15/2027 | 25,506 | 25,494 | ||||||
Series 2091, Class PG | ||||||||
4.000%, 11/15/2028 | 174,457 | 186,128 | ||||||
Series 2097, Class PZ | ||||||||
4.500%, 11/15/2028 | 112,347 | 119,617 | ||||||
Series 4311, Class TD | ||||||||
3.500%, 02/15/2029 | 111,131 | 110,453 | ||||||
Series 2526, Class FI | ||||||||
3.500% (1 Month LIBOR USD + 1.000%), 02/15/2032 (a) | 25,364 | 25,894 | ||||||
Series 4203, Class DM | ||||||||
2.500%, 04/15/2033 | 72,767 | 72,867 | ||||||
Series 4363, Class EJ | ||||||||
2.500%, 05/15/2033 | 45,758 | 46,589 | ||||||
Series 2682, Class LD | ||||||||
2.500%, 10/15/2033 | 29,155 | 30,687 | ||||||
Series 4453, Class DA | ||||||||
2.000%, 11/15/2033 | 72,385 | 73,220 | ||||||
Series 2759, Class TC | ||||||||
3.000%, 03/15/2034 | 171,913 | 179,666 | ||||||
Series 2881, Class AE | ||||||||
5.000%, 08/15/2034 | 171 | 171 | ||||||
Series 2933, Class HD | ||||||||
6.000%, 02/15/2035 | 4,243 | 4,503 | ||||||
Series 3843, Class GH | ||||||||
3.750%, 10/15/2039 | 2,819 | 2,841 | ||||||
Series 4417, Class EG | ||||||||
3.000%, 01/15/2040 | 193,024 | 192,772 | ||||||
Series 3786, Class NA | ||||||||
2.500%, 07/15/2040 | 15,093 | 15,476 | ||||||
Series 3890, Class BA | ||||||||
2.000%, 11/15/2040 | 4,816 | 4,821 |
The accompanying notes are an integral part of these financial statements.
16
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Federal Home Loan Mortgage | ||||||||
Corporation REMICS – 0.8% (Continued) | ||||||||
Series 4045, Class HC | ||||||||
6.000%, 07/15/2041 | $ | 6,196 | $ | 6,157 | ||||
Series 4002, Class LB | ||||||||
2.000%, 09/15/2041 | 87,468 | 84,724 | ||||||
Series 4171, Class NG | ||||||||
5.500%, 06/15/2042 | 100,426 | 95,645 | ||||||
Series 4309, Class JD | ||||||||
2.000%, 10/15/2043 | 16,969 | 16,330 | ||||||
Series 4716, Class PA | ||||||||
4.500%, 07/15/2044 | 128,155 | 128,003 | ||||||
Series 4472, Class MA | ||||||||
2.750%, 05/15/2045 | 357,993 | 355,602 | ||||||
Series 4949, Class PM | ||||||||
4.500%, 02/25/2050 | 196,327 | 189,361 | ||||||
2,230,167 | ||||||||
Federal National Mortgage Association REMICS – 0.9% | ||||||||
Series 2005-40, Class YG | ||||||||
5.000%, 05/25/2025 | 5,317 | 5,423 | ||||||
Series 2011-110, Class CY | ||||||||
3.500%, 11/25/2026 | 203,137 | 203,536 | ||||||
Series 2007-27, Class MQ | ||||||||
5.500%, 04/25/2027 | 2,310 | 2,400 | ||||||
Series 2012-66, Class HE | ||||||||
1.500%, 06/25/2027 | 52,265 | 51,643 | ||||||
Series 2012-101, Class AB | ||||||||
1.500%, 06/25/2027 | 20,253 | 19,865 | ||||||
Series 2012-148, Class BQ | ||||||||
1.250%, 01/25/2028 | 74,363 | 72,013 | ||||||
Series 2013-124, Class BD | ||||||||
2.500%, 12/25/2028 | 52,283 | 52,474 | ||||||
Series 2014-8, Class DA | ||||||||
4.000%, 03/25/2029 | 43,137 | 43,675 | ||||||
Series 2005-56, Class PE | ||||||||
1.750%, 09/25/2032 | 67,540 | 73,401 |
The accompanying notes are an integral part of these financial statements.
17
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Federal National Mortgage Association REMICS – 0.9% (Continued) | ||||||||
Series 2013-72, Class HG | ||||||||
3.000%, 04/25/2033 | $ | 140,365 | $ | 139,787 | ||||
Series 2003-127, Class EG | ||||||||
2.000%, 12/25/2033 | 87,745 | 95,351 | ||||||
Series 2004-60, Class AB | ||||||||
3.500%, 04/25/2034 | 157,240 | 160,048 | ||||||
Series 2005-48, Class AU | ||||||||
1.500%, 06/25/2035 | 47,023 | 49,805 | ||||||
Series 2005-64, Class PL | ||||||||
3.500%, 07/25/2035 | 11,238 | 11,938 | ||||||
Series 2005-68, Class PG | ||||||||
2.000%, 08/25/2035 | 10,072 | 10,739 | ||||||
Series 2005-83, Class LA | ||||||||
2.000%, 10/25/2035 | 5,196 | 5,494 | ||||||
Series 2006-57, Class AD | ||||||||
1.750%, 06/25/2036 | 8,457 | 8,664 | ||||||
Series 2011-9, Class LH | ||||||||
2.000%, 01/25/2039 | 61,557 | 62,175 | ||||||
Series 2010-68, Class EP | ||||||||
4.500%, 12/25/2039 | 14,152 | 14,346 | ||||||
Series 2014-19, Class HA | ||||||||
2.500%, 06/25/2040 | 40,612 | 39,617 | ||||||
Series 2011-146, Class LX | ||||||||
3.500%, 10/25/2040 | 200,000 | 201,954 | ||||||
Series 2010-123, Class BP | ||||||||
2.000%, 11/25/2040 | 80,690 | 84,255 | ||||||
Series 2012-49, Class QJ | ||||||||
3.000%, 12/25/2040 | 7,138 | 7,140 | ||||||
Series 2012-31, Class QJ | ||||||||
2.000%, 04/25/2041 | 14,310 | 14,279 | ||||||
Series 2012-38, Class PA | ||||||||
2.000%, 09/25/2041 | 29,027 | 27,998 | ||||||
Series 2012-18, Class PA | ||||||||
2.000%, 11/25/2041 | 96,059 | 93,956 | ||||||
Series 2012-102, Class HA | ||||||||
3.500%, 02/25/2042 | 63,391 | 60,880 |
The accompanying notes are an integral part of these financial statements.
18
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Federal National Mortgage Association REMICS – 0.9% (Continued) | ||||||||
Series 2012-90, Class DA | ||||||||
1.500%, 03/25/2042 | $ | 35,696 | $ | 33,803 | ||||
Series 2012-134, Class VP | ||||||||
3.000%, 10/25/2042 | 98,114 | 97,540 | ||||||
Series 2012-139, Class JA | ||||||||
2.000%, 12/25/2042 | 208,324 | 212,729 | ||||||
Series 2013-6, Class LD | ||||||||
2.000%, 02/25/2043 | 43,568 | 41,403 | ||||||
Series 2013-14, Class QD | ||||||||
1.500%, 03/25/2043 | 31,225 | 28,586 | ||||||
Series 2016-8, Class PC | ||||||||
2.500%, 10/25/2044 | 253,820 | 249,184 | ||||||
Series 2016-105, Class PA | ||||||||
1.500%, 04/25/2045 | 249,762 | 251,863 | ||||||
Series 2016-60, Class Q | ||||||||
1.750%, 09/25/2046 | 96,896 | 93,074 | ||||||
Series 2017-77, Class BA | ||||||||
2.000%, 10/25/2047 | 77,709 | 73,960 | ||||||
2,694,998 | ||||||||
Government National Mortgage | ||||||||
Association REMICS – 0.2% | ||||||||
Series 2013-88, Class WA | ||||||||
4.897%, 06/20/2030 (a) | 13,956 | 14,289 | ||||||
Series 2007-11, Class PE | ||||||||
5.500%, 03/20/2037 | 29,494 | 30,666 | ||||||
Series 2009-10, Class DE | ||||||||
5.000%, 04/16/2038 | 200,370 | 205,581 | ||||||
Series 2010-112, Class NG | ||||||||
2.250%, 09/16/2040 | 94,714 | 92,268 | ||||||
Series 2013-64, Class LP | ||||||||
1.500%, 08/20/2041 | 151,609 | 145,227 | ||||||
Series 2013-56, Class AP | ||||||||
2.000%, 11/16/2041 | 81,934 | 79,055 | ||||||
Series 2012-106, Class MA | ||||||||
2.000%, 11/20/2041 | 98,978 | 96,149 |
The accompanying notes are an integral part of these financial statements.
19
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
Value | Value | |||||||
Government National Mortgage | ||||||||
Association REMICS – 0.2% (Continued) | ||||||||
Series 2012-48, Class MA | ||||||||
2.500%, 04/16/2042 | $ | 57,783 | $ | 56,953 | ||||
720,188 | ||||||||
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS | ||||||||
(Cost $5,697,133) | 5,645,353 | |||||||
U.S. GOVERNMENT AGENCY OBLIGATIONS – 0.7% | ||||||||
Federal Home Loan Mortgage Corp. – 0.2% | ||||||||
5.500%, 04/01/2023, Gold Pool #G13145 | 725 | 733 | ||||||
4.000%, 02/01/2026, Gold Pool #J14494 | 8,944 | 9,219 | ||||||
4.000%, 06/01/2026, Gold Pool #J15974 | 3,551 | 3,666 | ||||||
3.000%, 12/01/2026, Gold Pool #J17508 | 32,433 | 32,776 | ||||||
4.500%, 06/01/2029, Gold Pool #C91251 | 4,300 | 4,464 | ||||||
4.500%, 12/01/2029, Gold Pool #C91281 | 9,383 | 9,742 | ||||||
4.500%, 04/01/2030, Gold Pool #C91295 | 4,922 | 5,111 | ||||||
3.000%, 05/01/2047, Pool #ZT1361 | 261,140 | 259,713 | ||||||
1.500%, 11/01/2027, Pool #292150 | 56,747 | 55,210 | ||||||
380,634 | ||||||||
Federal National Mortgage Association – 0.5% | ||||||||
5.000%, 05/01/2023, Pool #254762 | 827 | 870 | ||||||
5.500%, 01/01/2024, Pool #AD0471 | 8 | 8 | ||||||
5.000%, 12/01/2025, Pool #256045 | 6,095 | 6,415 | ||||||
5.500%, 05/01/2028, Pool #257204 | 6,560 | 6,987 | ||||||
4.000%, 08/01/2029, Pool #MA0142 | 7,416 | 7,591 | ||||||
3.500%, 12/01/2031, Pool #MA0919 | 272,785 | 276,311 | ||||||
2.000%, 03/01/2036, Pool #BP3785 | 386,821 | 376,287 | ||||||
5.500%, 04/01/2037, Pool #AD0249 | 11,078 | 12,132 | ||||||
5.000%, 10/01/2039, Pool #AC3237 | 22,514 | 24,393 | ||||||
3.000%, 08/01/2040, Pool #BP6567 | 173,886 | 172,351 | ||||||
3.000%, 06/01/2046, Pool #FM5719 | 392,469 | 392,644 | ||||||
3.000%, 11/01/2049, Pool #FM2014 | 250,726 | 246,884 | ||||||
1,522,873 | ||||||||
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS | ||||||||
(Cost $1,992,406) | 1,903,507 |
The accompanying notes are an integral part of these financial statements.
20
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
U.S. TREASURY OBLIGATIONS – 5.6% | Value | Value | ||||||
U.S. Treasury Notes – 5.6% | ||||||||
0.125%, 05/31/2022 | $ | 200,000 | $ | 199,914 | ||||
1.750%, 06/30/2022 | 400,000 | 401,208 | ||||||
2.000%, 07/31/2022 | 500,000 | 502,040 | ||||||
1.875%, 08/31/2022 | 500,000 | 501,964 | ||||||
1.875%, 09/30/2022 | 600,000 | 602,429 | ||||||
1.375%, 10/15/2022 | 300,000 | 300,371 | ||||||
0.125%, 10/31/2022 | 600,000 | 596,314 | ||||||
2.000%, 11/30/2022 | 500,000 | 502,204 | ||||||
2.125%, 12/31/2022 | 500,000 | 502,558 | ||||||
1.500%, 01/15/2023 | 300,000 | 299,977 | ||||||
0.125%, 03/31/2023 | 200,000 | 196,893 | ||||||
0.125%, 04/30/2023 | 200,000 | 196,479 | ||||||
1.250%, 07/31/2023 | 2,809,000 | 2,780,636 | ||||||
0.375%, 10/31/2023 | 200,000 | 194,461 | ||||||
2.250%, 12/31/2023 | 400,000 | 400,023 | ||||||
2.125%, 03/31/2024 | 400,000 | 398,406 | ||||||
2.000%, 04/30/2024 | 720,000 | 714,628 | ||||||
2.500%, 05/15/2024 | 500,000 | 501,162 | ||||||
0.375%, 07/15/2024 | 500,000 | 477,324 | ||||||
1.250%, 08/31/2024 | 200,000 | 194,375 | ||||||
1.500%, 10/31/2024 | 300,000 | 292,746 | ||||||
1.500%, 11/30/2024 | 200,000 | 194,867 | ||||||
1.750%, 12/31/2024 | 400,000 | 392,047 | ||||||
2.250%, 12/31/2024 | 500,000 | 496,699 | ||||||
1.375%, 01/31/2025 | 575,000 | 557,413 | ||||||
2.000%, 02/15/2025 | 500,000 | 493,096 | ||||||
0.500%, 03/31/2025 | 600,000 | 565,359 | ||||||
2.125%, 05/15/2025 | 800,000 | 790,453 | ||||||
2.750%, 06/30/2025 | 500,000 | 503,408 | ||||||
2.875%, 07/31/2025 | 500,000 | 505,557 | ||||||
2.750%, 08/31/2025 | 500,000 | 503,682 | ||||||
2.250%, 11/15/2025 | 520,000 | 514,820 | ||||||
2.625%, 01/31/2026 | 200,000 | 200,793 | ||||||
TOTAL U.S. TREASURY OBLIGATIONS | ||||||||
(Cost $16,981,242) | 16,474,306 |
The accompanying notes are an integral part of these financial statements.
21
Pemberwick Fund
SCHEDULE OF INVESTMENTS (Continued) |
at March 31, 2022 |
Par | ||||||||
SHORT-TERM INVESTMENTS – 4.1% | Value | Value | ||||||
Commercial Paper – 2.0% | ||||||||
Sumitomo Mitsui Financial Group, Inc. | ||||||||
3.000%, 04/04/2022 | $ | 2,000,000 | $ | 1,999,932 | ||||
Manufacturing Bank of New York Ltd. | ||||||||
0.070%, 04/20/2022 | 2,000,000 | 1,999,571 | ||||||
0.050%, 04/26/2022 | 2,000,000 | 1,999,384 | ||||||
5,998,887 | ||||||||
Shares | ||||||||
Money Market Fund – 2.1% | ||||||||
First American Government | ||||||||
Obligations Fund – Class X, 0.19% (c) | 6,065,751 | 6,065,751 | ||||||
TOTAL SHORT-TERM INVESTMENTS | ||||||||
(Cost $12,064,911) | 12,064,638 | |||||||
TOTAL INVESTMENTS – 99.8% | ||||||||
(Cost $294,848,473) | 292,802,940 | |||||||
Other Assets in Excess of Liabilities – 0.2% | 492,533 | |||||||
TOTAL NET ASSETS – 100.0% | $ | 293,295,473 |
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
SOFRINDX – Secured Overnight Financing Rate Index
BSBY3M – Bloomberg Short-Term Bank Yield Index (3-month)
(a) | Variable or Floating Rate Security. The rate shown represents the rate at March 31, 2022. |
(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 March 31, 2022. |
(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 March 31, 2022, the market value of these securities total $22,584,642 which represents 7.7% of total net assets. |
The accompanying notes are an integral part of these financial statements.
22
Pemberwick Fund
STATEMENT OF ASSETS AND LIABILITIES |
at March 31, 2022 |
Assets: | ||||
Investments in securities, at value (cost of $294,848,473) | $ | 292,802,940 | ||
Cash | 12 | |||
Receivables: | ||||
Dividends and interest | 639,577 | |||
Prepaid expenses and other assets | 4,947 | |||
Total assets | 293,447,476 | |||
Liabilities: | ||||
Payables: | ||||
Distributions to shareholders | 23,464 | |||
Advisory fee | 38,301 | |||
Administration and fund accounting fees | 49,385 | |||
Reports to shareholders | 2,168 | |||
Custody fees | 4,987 | |||
Transfer agent fees and expenses | 9,108 | |||
Other accrued expenses | 24,590 | |||
Total liabilities | 152,003 | |||
Net assets | $ | 293,295,473 | ||
Net assets consist of: | ||||
Capital stock | $ | 296,111,867 | ||
Total distributable earnings | (2,816,394 | ) | ||
Net assets | $ | 293,295,473 | ||
Shares issued (Unlimited number of | ||||
beneficial interest authorized, $0.01 par value) | 29,529,118 | |||
Net asset value, offering price and redemption price per share | $ | 9.93 |
The accompanying notes are an integral part of these financial statements.
23
Pemberwick Fund
STATEMENT OF OPERATIONS |
Year Ended March 31, 2022 |
Investment income: | ||||
Interest income | $ | 2,191,358 | ||
Total investment income | 2,191,358 | |||
Expenses: | ||||
Investment advisory fees (Note 4) | 715,702 | |||
Administration and fund accounting fees (Note 4) | 292,423 | |||
Transfer agent fees and expenses | 57,504 | |||
Federal and state registration fees | 7,830 | |||
Audit fees | 22,995 | |||
Compliance expense | 15,967 | |||
Legal fees | 25,290 | |||
Reports to shareholders | 4,560 | |||
Trustees' fees and expenses | 14,624 | |||
Custody fees | 28,187 | |||
Other | 11,880 | |||
Total expenses before waiver from advisor | 1,196,962 | |||
Expense waiver from advisor (Note 4) | (286,281 | ) | ||
Net expenses | 910,681 | |||
Net investment income | $ | 1,280,677 | ||
Realized and unrealized gain (loss) on investments: | ||||
Net realized gain on investments | $ | 42,840 | ||
Net change in unrealized depreciation on investments | (3,509,991 | ) | ||
Net realized and unrealized loss on investments | (3,467,151 | ) | ||
Net decrease in net assets resulting from operations | $ | (2,186,474 | ) |
The accompanying notes are an integral part of these financial statements.
24
Pemberwick Fund
STATEMENTS OF CHANGES IN NET ASSETS |
Year Ended | Year Ended | |||||||
March 31, 2022 | March 31, 2021 | |||||||
Operations: | ||||||||
Net investment income | $ | 1,280,677 | $ | 2,795,956 | ||||
Net realized gain on investments | 42,840 | 89,574 | ||||||
Net change in unrealized | ||||||||
appreciation (depreciation) on investments | (3,509,991 | ) | 12,617,899 | |||||
Net increase (decrease) in net assets | ||||||||
resulting from operations | (2,186,474 | ) | 15,503,429 | |||||
Distributions to Shareholders From: | ||||||||
Distributable earnings | (1,331,542 | ) | (2,822,380 | ) | ||||
Total distributions | (1,331,542 | ) | (2,822,380 | ) | ||||
Capital Share Transactions: | ||||||||
Proceeds from shares sold | 64,703,382 | 43,456,876 | ||||||
Proceeds from shares issued to | ||||||||
holders in reinvestment of dividends | 1,328,539 | 2,887,704 | ||||||
Cost of shares redeemed | (51,627,095 | ) | (124,372,041 | ) | ||||
Net increase (decrease) in net assets | ||||||||
from capital share transactions | 14,404,826 | (78,027,461 | ) | |||||
Total increase (decrease) in net assets | 10,886,810 | (65,346,412 | ) | |||||
Net Assets: | ||||||||
Beginning of year | 282,408,663 | 347,755,075 | ||||||
End of year | $ | 293,295,473 | $ | 282,408,663 | ||||
Changes in Shares Outstanding: | ||||||||
Shares sold | 6,462,419 | 4,333,745 | ||||||
Shares issued to holders | ||||||||
in reinvestment of dividends | 132,541 | 288,666 | ||||||
Shares redeemed | (5,161,128 | ) | (12,383,876 | ) | ||||
Net increase (decrease) in shares outstanding | 1,433,832 | (7,761,465 | ) |
The accompanying notes are an integral part of these financial statements.
25
Pemberwick Fund
FINANCIAL HIGHLIGHTS |
For a capital share outstanding throughout each year |
Year Ended | Year Ended | Year Ended | Year Ended | Year Ended | ||||||||||||||||
March 31, | March 31, | March 31, | March 31, | March 31, | ||||||||||||||||
2022 | 2021 | 2020 | 2019 | 2018 | ||||||||||||||||
Net Asset Value – Beginning of year | $ | 10.05 | $ | 9.70 | $ | 9.97 | $ | 9.98 | $ | 10.03 | ||||||||||
Income from Investment Operations: | ||||||||||||||||||||
Net investment income1 | 0.04 | 0.09 | 0.24 | 0.26 | 0.15 | |||||||||||||||
Net realized and unrealized | ||||||||||||||||||||
gain (loss) on investments | (0.11 | ) | 0.35 | (0.27 | ) | (0.01 | ) | (0.05 | ) | |||||||||||
Total from | ||||||||||||||||||||
investment operations | (0.07 | ) | 0.44 | (0.03 | ) | 0.25 | 0.10 | |||||||||||||
Less Distributions: | ||||||||||||||||||||
Dividends from net investment income | (0.05 | ) | (0.09 | ) | (0.24 | ) | (0.26 | ) | (0.15 | ) | ||||||||||
Total distributions | (0.05 | ) | (0.09 | ) | (0.24 | ) | (0.26 | ) | (0.15 | ) | ||||||||||
Net Asset Value – End of Year | $ | 9.93 | $ | 10.05 | $ | 9.70 | $ | 9.97 | $ | 9.98 | ||||||||||
Total Return2 | (0.73 | )% | 4.49 | % | (0.31 | )% | 2.53 | % | 1.02 | % | ||||||||||
Ratios and Supplemental Data: | ||||||||||||||||||||
Net assets, end of year (thousands) | $ | 293,295 | $ | 282,409 | $ | 347,755 | $ | 365,281 | $ | 280,320 | ||||||||||
Ratio of operating expenses | ||||||||||||||||||||
to average net assets3: | ||||||||||||||||||||
Before reimbursements | 0.42 | % | 0.41 | % | 0.40 | % | 0.39 | % | 0.42 | % | ||||||||||
After reimbursements | 0.32 | % | 0.31 | % | 0.30 | % | 0.29 | % | 0.32 | % | ||||||||||
Ratio of net investment income | ||||||||||||||||||||
to average net assets3: | ||||||||||||||||||||
Before reimbursements | 0.35 | % | 0.77 | % | 2.33 | % | 2.51 | % | 1.42 | % | ||||||||||
After reimbursements | 0.45 | % | 0.87 | % | 2.43 | % | 2.61 | % | 1.52 | % | ||||||||||
Portfolio turnover rate | 43 | % | 13 | % | 30 | % | 24 | % | 38 | % |
1 | The net investment income per share was calculated using the average shares outstanding method. |
2 | Total 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). |
The accompanying notes are an integral part of these financial statements.
26
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS |
March 31, 2022 |
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. |
27
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
March 31, 2022 |
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 Year End: In preparing the financial statements as of March 31, 2022 and through the date the financial statements were available to be issued, 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 |
28
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
March 31, 2022 |
framework currently used by funds to comply with Section 18 of the 1940 Act, 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. |
29
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
March 31, 2022 |
Level 3 – | Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available. |
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 March 31, 2022, 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.
30
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
March 31, 2022 |
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 March 31, 2022:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Corporate Bonds and Notes | $ | — | $ | 256,715,136 | $ | — | $ | 256,715,136 | ||||||||
Collateralized | ||||||||||||||||
Mortgage Obligations | — | 5,645,353 | — | 5,645,353 | ||||||||||||
U.S. Government | ||||||||||||||||
Agency Obligations | — | 1,903,507 | — | 1,903,507 | ||||||||||||
U.S. Treasury Obligations | — | 16,474,306 | — | 16,474,306 | ||||||||||||
Short-Term Investments | 6,065,751 | 5,998,887 | — | 12,064,638 | ||||||||||||
Total Investments | ||||||||||||||||
in Securities | $ | 6,065,751 | $ | 286,737,189 | $ | — | $ | 292,802,940 |
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
For the year ended March 31, 2022, 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 year ended March 31, 2022, the Fund incurred $715,702 in advisory fees. Advisory fees payable at March 31, 2022 for the Fund were $38,301. 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 year ended March 31, 2022, the Advisor voluntarily waived fees in the amount of $286,281. 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
31
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
March 31, 2022 |
reviews 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 year ended March 31, 2022, the Fund incurred the following expenses for administration, fund accounting, transfer agency and custody fees:
Administration and fund accounting | $292,423 | ||
Custody | $ 28,187 | ||
Transfer agency(a) | $ 25,624 | ||
(a) Does not include out-of-pocket expenses. |
At March 31, 2022, 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 | $49,385 | ||
Custody | $ 4,987 | ||
Transfer agency(a) | $ 4,186 | ||
(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 year ended March 31, 2022, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were as follows:
Purchases | |||
U.S. Government Obligations | $ 5,766,819 | ||
Other | $129,726,721 | ||
Sales | |||
U.S. Government Obligations | $ 7,530,305 | ||
Other | $106,391,933 |
32
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
March 31, 2022 |
NOTE 6 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
As of March 31, 2022, the components of accumulated earnings/(losses) on a tax basis were as follows:
Cost of investments | $ | 294,848,473 | |||
Gross unrealized appreciation | 255,671 | ||||
Gross unrealized depreciation | (2,301,204 | ) | |||
Net unrealized depreciation | (2,045,533 | ) | |||
Undistributed ordinary income | 23,924 | ||||
Undistributed long-term capital gain | — | ||||
Total distributable earnings | 23,924 | ||||
Capital loss carry-forwards | (771,322 | ) | |||
Other accumulated gains/(losses) | (23,463 | ) | |||
Total accumulated earnings/(losses) | $ | (2,816,394 | ) |
At March 31, 2022, the Fund had short-term tax basis capital losses of $219,705 with no expiration date and long-term tax basis capital losses of $551,617 with no expiration date.
The tax character of distributions paid during the year ended March 31, 2022, and the year ended March 31, 2021 was as follows:
Year Ended | Year Ended | ||
March 31, 2022 | March 31, 2021 | ||
Ordinary income | $1,331,542 | $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.
33
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
March 31, 2022 |
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.
34
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS (Continued) |
March 31, 2022 |
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 March 31, 2022, investors who are affiliated with the Advisor, when aggregated, owned 100% of the voting securities of the Fund.
35
Pemberwick Fund
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
To the Board of Trustees of Manager Directed Portfolios
and the Shareholders of Pemberwick Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Pemberwick Fund, a series of shares of beneficial interest in Manager Directed Portfolios (the “Fund”), including the schedule of investments, as of March 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the five-year period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2022, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended and its financial highlights for each of the years in the five-year period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2022 by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
![](https://capedge.com/proxy/N-CSR/0000898531-22-000218/bbdllp4-signature.jpg)
BBD, LLP
We have served as the auditor of one or more of the Funds in the Manager Directed Portfolios and the former trust since 2007.
Philadelphia, Pennsylvania
May 25, 2022
36
Pemberwick Fund
EXPENSE EXAMPLE |
March 31, 2022 (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 October 1, 2021 to March 31, 2022.
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.
37
Pemberwick Fund
EXPENSE EXAMPLE (Continued) |
March 31, 2022 (Unaudited) |
Beginning | Ending | Expenses Paid | |
Account Value | Account Value | During Period(1) | |
10/1/2021 | 3/31/2022 | 10/1/2021 – 3/31/2022 | |
Actual | |||
Total Fund | $1,000.00 | $ 990.30 | $1.59 |
Hypothetical (5% return | |||
before expenses) | |||
Total Fund | $1,000.00 | $1,023.34 | $1.61 |
(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 182/365 (to reflect the period). |
38
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.
39
Pemberwick Fund
NOTICE TO SHAREHOLDERS |
at March 31, 2022 (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.
40
Pemberwick Fund
TRUSTEES AND OFFICERS |
(Unaudited) |
The business and affairs of the Trust are managed under the oversight of the Board, subject to the laws of the State of Delaware and the Trust’s Agreement and Declaration of Trust. The Board, as of January 1, 2021, is currently comprised of four trustees who are not interested persons of the Trust within the meaning of the 1940 Act (the “Independent Trustees”). The Trustees are responsible for deciding matters of overall policy and overseeing the actions of the Trust’s service providers. The officers of the Trust conduct and supervise the Trust’s daily business operations.
Number of | Other | |||
Funds | Directorships | |||
Position(s) Held | in Fund | Held by | ||
Name, | with the Trust | Complex | Trustee | |
(Year of Birth) | and Length of | Principal Occupation(s) | Overseen by | During the |
and Address(1) | Time Served(2) | During Past Five Years | Trustee(3) | Past Five Years |
INDEPENDENT TRUSTEES | ||||
Gaylord B. Lyman | Trustee and Audit | Senior Portfolio Manager, | 9 | None |
(Born 1962) | Committee | Affinity Investment Advisors, | ||
Chairman, since | LLC, since 2017; Managing | |||
April 2015 | Director of Kohala Capital | |||
Partners, LLC (2011 – 2016). | ||||
Scott Craven Jones | Trustee since | Managing Director, Carne | 9 | Trustee, |
(Born 1962) | July 2016 | Global Financial Services | Madison Funds, | |
and Lead | (US) LLC (a provider of | since 2019 | ||
Independent | independent governance and | (15 portfolios); | ||
Trustee since | distribution support for the | Trustee, XAI | ||
May 2017 | asset management industry), | Octagon Floating | ||
since 2013; Interim Managing | Rate & | |||
Director, Park Agency, Inc., | Alternative | |||
since 2020. | Income Term | |||
Trust, since 2017 | ||||
(2 portfolios). |
41
Pemberwick Fund
TRUSTEES AND OFFICERS (Continued) |
(Unaudited) |
Number of | Other | |||
Funds | Directorships | |||
Position(s) Held | in Fund | Held by | ||
Name, | with the Trust | Complex | Trustee | |
(Year of Birth) | and Length of | Principal Occupation(s) | Overseen by | During the |
and Address(1) | Time Served(2) | During Past Five Years | Trustee(3) | Past Five Years |
Lawrence T. | Trustee since | Senior Vice President and | 9 | None |
Greenberg | July 2016 | Chief Legal Officer, The Motley | ||
(Born 1963) | Fool Holdings, Inc., since 1996; | |||
Venture Partner and General | ||||
Counsel, Motley Fool Ventures LP, | ||||
since 2018; Manager, Motley | ||||
Fool Wealth Management, LLC, | ||||
(2013-2018); Adjunct Professor, | ||||
Washington College of Law, | ||||
American University, since 2006; | ||||
General Counsel Motley Fool | ||||
Asset Management, LLC | ||||
(2008 – 2018). | ||||
James R. Schoenike | Trustee since | Distribution consultant since 2018, | 9 | None |
(Born 1959) | July 2016(4) | President and CEO, Board of | ||
Managers, Quasar Distributors, LLC | ||||
(2013 – 2018). |
(1) | The address of each Trustee as it relates to the Trust’s business is c/o U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI 53202. |
(2) | Each Trustee serves during the continued lifetime of the Trust until he dies, resigns, is declared bankrupt or incompetent by a court of competent jurisdiction, or is removed. |
(3) | The Trust currently has eight active portfolios. As of March 31, 2022, one portfolio of the Trust (the Dakota Emerging Markets Fund) has been registered but has not yet commenced operations. |
(4) | Prior to January 1, 2021, Mr. Schoenike was considered to be an “interested person” of the Fund by virtue of his previous position as President of Quasar Distributors, LLC. |
42
Pemberwick Fund
TRUSTEES AND OFFICERS (Continued) |
(Unaudited) |
As of the date of this report, no Independent Trustee nor any of his immediate family members (i.e., spouse or dependent children) serves as an officer or director or is an employee of the Advisor, Sub-Advisor or Distributor, or any of their respective affiliates, nor is such person an officer, director or employee of any company controlled by or under common control with such entities.
Name | Position(s) Held with | |
(Year of Birth) | the Trust and Length | |
and Address | of Time Served(3) | Principal Occupation(s) During Past Five Years |
OFFICERS | ||
Scott M. Ostrowski(1) | President and Principal | Senior Vice President, Compliance |
(Born 1980) | Executive Officer, since | and Administration, Fund Services, since 2006 |
August 10, 2021 | ||
Matthew J. McVoy(1) | Vice President, Treasurer | Assistant Vice President, Compliance and |
(Born 1980) | and Principal Financial | Administration, Fund Services, since 2005 |
Officer, since | ||
July 1, 2016(4) | ||
Colton W. Scarmardo(1) | Assistant Treasurer, | Fund Administrator, Compliance and Administration, |
(Born 1997) | since May 11, 2021 | Fund Services, since 2019; Business Administration |
Student, 2015 – 2019 | ||
Justin Dausch(2) | Chief Compliance | Managing Director, Vigilant, since 2017; |
(Born 1989) | Officer and Anti- | Compliance Associate, HSBC (investment banking |
Money Laundering | company), 2015 – 2017 | |
Compliance Officer, | ||
since January 1, 2020 | ||
Alyssa M. Bernard(1) | Secretary, since | Vice President, Compliance and Administration, |
(Born 1988) | August 20, 2019(4) | Fund Services, since 2018; Attorney, Mutual Fund |
Disclosure, Waddell & Reed Financial, Inc., | ||
2017 – 2018 | ||
Isabella K. Zoller(1) | Assistant Secretary, | Assistant Vice President, U.S. Bancorp Fund |
(Born 1994) | since February 15, 2022 | Services, LLC (since 2021); Regulatory |
Administration Attorney, U.S. Bancorp Fund | ||
Services, LLC (since 2019); Regulatory | ||
Administration Intern, U.S. Bancorp Fund | ||
Services, LLC (2018–2019); | ||
Law Student (2016–2019) |
(1) | The mailing address of this officer is: 615 East Michigan Street, Milwaukee, Wisconsin 53202. |
(2) | The mailing address of this officer is: 223 Wilmington West Chester Pike, Suite 216, Chadds Ford, Pennsylvania 19317. |
(3) | Each officer is elected annually and serves until his or her successor has been duly elected and qualified. |
(4) | Mr. McVoy and Ms. Bernard have served as Vice Presidents of the Trust, in addition to their other positions held with the Trust, since May 11, 2021. |
The Statement of Additional Information includes additional information about the Fund’s Trustees and Officers and is available, without charge, upon request by calling 1-888-893-4491.
43
Pemberwick Fund
APPROVAL OF THE PEMBERWICK FUND INVESTMENT ADVISORY AGREEMENT |
AND SUB-ADVISORY AGREEMENT (Unaudited) |
The Board of Trustees (the “Board”) of Manager Directed Portfolios (the “Trust”) met on November 8, 2021 to consider the renewal of the Investment Advisory Agreement (the “Advisory Agreement”) between the Trust, on behalf of the Pemberwick Fund (the “Fund”), a series of the Trust, and the Fund’s investment adviser, Pemberwick Investment Advisors, LLC (“Pemberwick”), and the investment sub-advisory agreement (the “Sub-Advisory Agreement”) between Pemberwick and J.P. Morgan Investment Management Inc. (“JPMIM”). In approving the Advisory Agreement and the Sub-Advisory Agreement, the Board relied on an SEC order issued on June 19, 2020 that conditionally exempts registered investment companies from in-person voting requirements due to the COVID-19 pandemic.
At this meeting, and at a prior meeting held on October 12, 2021, the Trustees, all of whom are not “interested persons,” as that term is defined in the Investment Company Act of 1940, as amended (the “Independent Trustees”), requested and received materials to assist them in considering the approval of the Advisory Agreement and the Sub-Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including a copy of the Advisory Agreement and Sub-Advisory Agreement, a memorandum prepared by the Trust’s outside legal counsel discussing the Board’s fiduciary obligations and the factors the Board should consider in the renewal of the Advisory Agreement and the Sub-Advisory Agreement, comparative information relating to the performance of the Fund against the Fund’s peer group and benchmark index, due diligence materials provided by Pemberwick and JPMIM, including Pemberwick’s and JPMIM’s Form ADV, information regarding Pemberwick’s and JPMIM’s compliance program, personnel and financial condition, profitability information, and other pertinent information. The Board also reviewed the advisory fee payable by the Fund under the Advisory Agreement, the sub-advisory fee payable by Pemberwick to JPMIM under the Sub-Advisory Agreement, and comparative fee and expense information provided by Morningstar. The Trustees also met in executive session with legal counsel to review their duties in considering the Advisory Agreement and the Sub-Advisory Agreement and the information provided. The Trustees noted that they had met with representatives from Pemberwick via videoconference earlier in the year to discuss Pemberwick’s services to the Fund and the performance of JPMIM as sub-adviser, as well as various business, performance and compliance updates. The Board also took into account information routinely provided at quarterly meetings throughout the year regarding the quality of services provided by Pemberwick and JPMIM, the performance of the Fund, trading, Fund expenses, asset flows, compliance issues and related matters.
Based on their evaluation of the information provided as part of the November 8, 2021 meeting, as well as information provided by Pemberwick and JPMIM over the course of the year, the Trustees approved the continuation of the Advisory Agreement and the Sub-Advisory Agreement for an additional one-year term. Below is a summary of the material factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the Advisory Agreement.
44
Pemberwick Fund
APPROVAL OF THE PEMBERWICK FUND INVESTMENT ADVISORY AGREEMENT |
AND SUB-ADVISORY AGREEMENT (Unaudited) (Continued) |
1. NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED TO THE FUND
The Trustees considered the nature, extent and quality of services provided by Pemberwick and JPMIM to the Fund. The Board considered the services provided by Pemberwick, including sub-adviser evaluation and oversight, investment strategy oversight, allocation of assets to JPMIM, security selection, compliance services and trading. The Trustees considered that Pemberwick and JPMIM and its personnel were responsible for the day-to-day management of the Fund, noting the qualifications, experience, and responsibilities of James Hussey, Michelle Blakeman-Hindman, and Jeffrey Whipple, the Fund’s portfolio managers, and other key personnel at Pemberwick and JPMIM and its service providers involved in the day-to-day activities of the Fund. The Trustees discussed Pemberwick’s and JPMIM’s compliance program, including the reports of the Trust’s chief compliance officer to the Trustees on the effectiveness of Pemberwick’s and JPMIM’s compliance program. The Trustees also considered the effective operation of each firm’s business continuity plan during the COVID-19 pandemic. The Trustees concluded that Pemberwick and JPMIM had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing its duties under the Advisory Agreement and the Sub-Advisory Agreement, respectively, and that the nature, overall quality and extent of services provided to the Fund were satisfactory.
2. INVESTMENT PERFORMANCE OF THE FUND
The Trustees discussed the performance of the Fund for the year-to-date, one-year, three-year, five-year, and since inception periods ended June 30, 2021. In assessing the quality of the portfolio management services delivered by Pemberwick and JPMIM, the Trustees considered the performance of the Fund on both an absolute basis and in comparison to the Bloomberg Barclays Capital 1-3 Year U.S. Government/Credit Index. The Trustees also compared the Fund’s performance to a peer group of US short-term bond funds (the “Morningstar Peer Group”) and considered the performance of the sleeve of the Fund managed by JPMIM.
The Trustees noted that the Fund outperformed the Bloomberg Barclays Capital 1-3 Year U.S. Government/Credit Index for the one-year period and underperformed the Index for other periods, the Fund underperformed its Morningstar Peer Group but has experienced positive absolute performance. The Board considered that Pemberwick does not manage any accounts or composites of other separately managed accounts that are similar to the Fund in terms of investment strategy. The Trustees considered the performance of the sleeve of the Fund managed by JPMIM relative to the performance of JPMIM’s composites of other separately managed accounts managed with investment strategies similar to the Fund, noting that JPMIM believes there are material differences between the sleeve of the Fund it manages compared to other accounts in the strategies.
After considering all of the information, the Trustees concluded that the Fund and its shareholders were likely to benefit from Pemberwick and JPMIM’s continued management.
45
Pemberwick Fund
APPROVAL OF THE PEMBERWICK FUND INVESTMENT ADVISORY AGREEMENT |
AND SUB-ADVISORY AGREEMENT (Unaudited) (Continued) |
3. COSTS OF SERVICES PROVIDED AND PROFITS REALIZED BY THE ADVISER AND SUB-ADVISER
The Trustees considered the cost of services provided by Pemberwick and Pemberwick’s advisory fee, including a review of comparative fee and expense information and peer group data. The Trustees considered the total net expense ratio of the Fund relative to the Morningstar Peer Group, as well as the fee waivers provided by Pemberwick.
The Trustees also considered Pemberwick’s and JPMIM’s financial statements, the amount of the sub-advisory fee payable to JPMIM and other financial information. The Trustees also examined a profitability analysis prepared by Pemberwick based on the fees payable under the Advisory Agreement. The Trustees noted that Pemberwick continues to voluntarily waive 0.10% of its management fee.
The Trustees noted that the Fund’s contractual management fee of 0.25% was lower than the Morningstar Peer Group average. The Trustees noted that Pemberwick does not manage any comparable separately managed accounts for fee comparison purposes. The Trustees further noted that the total net expense ratio for the Fund was below the Morningstar Peer Group average.
The Trustees concluded that the Fund’s expenses and the management fees paid to Pemberwick were fair and reasonable in light of the quality of services provided to the Fund. The Trustees concluded that Pemberwick’s level of profitability from its relationship with the Fund was reasonable.
The Trustees then considered the sub-advisory fee paid to JPMIM by Pemberwick for the services provided as the Fund’s sub-adviser, including Pemberwick’s discussion of the appropriateness of the sub-advisory fee. The Trustees concluded that the sub-advisory fee paid to JPMIM by Pemberwick was reasonable. The Trustees also noted that the sub-advisory fee is paid by Pemberwick, not the Fund.
4. EXTENT OF ECONOMIES OF SCALE AS THE FUND GROWS
The Trustees considered the Fund’s expenses and the structure of the Fund’s management fee with respect to potential economies of scale. The Trustees noted that the Fund’s management fee did not contain any breakpoint reductions as the Fund’s assets grow in size but was already set at an extremely low level and that Pemberwick has historically voluntarily waived a portion of its management fee. The Trustees concluded that the current fee structure was reasonable and reflects a sharing of economies of scale between the Pemberwick and the Fund at the Fund’s current asset level.
Because the sub-advisory fees payable to JPMIM is not paid by the Fund, the Trustees did not consider whether the sub-advisory fees should reflect any potential economies of scale that might be realized as the Fund’s assets increase.
46
Pemberwick Fund
APPROVAL OF THE PEMBERWICK FUND INVESTMENT ADVISORY AGREEMENT |
AND SUB-ADVISORY AGREEMENT (Unaudited) (Continued) |
5. BENEFITS DERIVED FROM THE RELATIONSHIP WITH THE FUND
Based on the information presented, the Trustees did not consider any direct or indirect benefits that could be realized by Pemberwick and JPMIM from their association with the Fund to be material factors.
CONCLUSION
The Trustees considered all of the foregoing factors. In considering the renewal of the Advisory Agreement and the Sub-Advisory 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 continuation of the Advisory Agreement and the Sub-Advisory Agreement for an additional one-year term, as being in the best interests of the Fund and its shareholders.
47
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.
48
(This Page Intentionally Left Blank.)
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.
(b) | Not Applicable. |
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
A copy of the registrant’s Code of Ethics is filed herewith.
Item 3. Audit Committee Financial Experts.
The registrant’s Board of Trustees has determined that there are at least two audit committee financial experts serving on its audit committee. Messrs. Gaylord B. Lyman and Scott C. Jones are the “audit committee financial experts” and are considered to be “independent” as each term is defined in Item 3 of Form N‑CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “other services” provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
FYE 3/31/2022 | FYE 3/31/2021 | |
Audit Fees | $17,000 | $17,000 |
Audit-Related Fees | N/A | N/A |
Tax Fees | $3,000 | $3,000 |
All Other Fees | N/A | N/A |
The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the registrant, including services provided to any entity affiliated with the registrant.
The percentage of fees billed by BBD, LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
FYE 3/31/2022 | FYE 3/31/2021 | |
Audit-Related Fees | 0% | 0% |
Tax Fees | 0% | 0% |
All Other Fees | 0% | 0% |
All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.
The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.
Non-Audit Related Fees | FYE 3/31/2022 | FYE 3/31/2021 |
Registrant | N/A | N/A |
Registrant’s Investment Adviser | N/A | N/A |
The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.
The registrant is not a foreign issuer.
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. |
(b) | Not Applicable. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
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 fourth 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.
(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 6/2/2022
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 6/2/2022
By (Signature and Title)* /s/Matthew J. McVoy
Matthew J. McVoy, Treasurer/
Principal Financial Officer
Date 6/2/2022
* Print the name and title of each signing officer under his or her signature.