UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21897
Manager Directed Portfolios
(Exact name of registrant as specified in charter)
615 East Michigan Street Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
Scott M. Ostrowski, President
Manager Directed Portfolios
c/o U.S. Bank Global Fund Services
777 East Wisconsin Avenue, 6th Floor
Milwaukee, WI 53202
(Name and address of agent for service)
(414) 516-3087
Registrant’s telephone number, including area code
Date of fiscal year end: March 31, 2025
Date of reporting period: September 30, 2024
Item 1. Reports to Stockholders.
| | |
| Pemberwick Fundtrue | |
| Semi-Annual Shareholder Report | September 30, 2024 | |
This semi-annual shareholder report contains important information about the Pemberwick Fund for the period of April 1, 2024, to September 30, 2024. You can find additional information about the Fund at https://pemberwickfund.com/pdf-documents. You can also request this information by contacting us at 1-888-893-4491.
WHAT WERE THE FUND COSTS FOR THE LAST SIX MONTHS? (based on a hypothetical $10,000 investment)
| | |
Fund Name | Costs of a $10,000 investment | Annualized costs paid as a percentage of a $10,000 investment |
| Pemberwick Fund | $19 | 0.37% |
KEY FUND STATISTICS (as of September 30, 2024)
| |
Net Assets | $233,287,553 |
Number of Holdings | 222 |
Portfolio Turnover | 37% |
WHAT DID THE FUND INVEST IN? (as of September 30, 2024)
| |
Top Sectors | (% of Net Assets) |
Financials | 63.6% |
U.S. Treasury Obligations | 9.2% |
Mortgage Securities | 2.0% |
Utilities | 1.6% |
Consumer, Non-cyclical | 1.3% |
Industrials | 0.9% |
Energy | 0.7% |
Communications | 0.4% |
Technology | 0.4% |
Consumer, Cyclical | 0.4% |
Cash & Other | 19.5% |
| |
Top 10 Issuers | (% of Net Assets) |
First American Government Obligations Fund | 14.4% |
United States Treasury Note/Bond | 9.2% |
Canadian Imperial Bank of Commerce | 5.3% |
Citigroup, Inc. | 5.1% |
Royal Bank of Canada | 5.0% |
HSBC Holdings PLC | 4.9% |
American Express Co. | 4.8% |
United States Treasury Bill | 4.6% |
Bank of Montreal | 4.1% |
Wells Fargo Bank NA | 3.8% |
For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, scan the QR code or visit https://pemberwickfund.com/pdf-documents.
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Pemberwick Fund documents not be householded, please contact Pemberwick Investment Advisors, LLC at 1-888-893-4491, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Pemberwick Investment Advisors, LLC or your financial intermediary.
| Pemberwick Fund | PAGE 1 | TSR-SAR-56170L406 |
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
| (a) | Schedule of Investments is included as part of the financial statements filed under Item 7 of this Form. |
| | |
Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.
Pemberwick Fund
Core Financial Statements
September 30, 2024 (Unaudited)
TABLE OF CONTENTS
Pemberwick Fund
Schedule of Investments
September 30, 2024 (Unaudited)
| | | | | | | |
CORPORATE BONDS AND NOTES - 69.3%
|
COMMUNICATIONS - 0.4%
| | | | | | |
Comcast Corp., 3.95%, 10/15/2025 | | | $125,000 | | | $124,686 |
TWDC Enterprises 18 Corp.,
3.15%, 09/17/2025 | | | 300,000 | | | 297,036 |
Walt Disney Co.
| | | | | | |
3.70%, 10/15/2025 | | | 250,000 | | | 249,062 |
1.75%, 01/13/2026 | | | 300,000 | | | 291,595 |
| | | | | | 962,379 |
CONSUMER, CYCLICAL - 0.4%
| | | | | | |
Target Corp., 2.25%, 04/15/2025 | | | 250,000 | | | 246,868 |
Toyota Motor Credit Corp.
| | | | | | |
3.65%, 08/18/2025 | | | 300,000 | | | 298,802 |
0.80%, 10/16/2025 | | | 300,000 | | | 289,711 |
| | | | | | 835,381 |
CONSUMER, NON-Cyclical - 1.3%
| | | |
Bristol-Myers Squibb Co.
| | | | | | |
0.75%, 11/13/2025 | | | 300,000 | | | 289,084 |
3.20%, 06/15/2026 | | | 300,000 | | | 296,187 |
Brown-Forman Corp.,
3.50%, 04/15/2025 | | | 300,000 | | | 297,969 |
Gilead Sciences, Inc.,
3.50%, 02/01/2025 | | | 300,000 | | | 298,764 |
PepsiCo, Inc., 2.75%, 04/30/2025 | | | 300,000 | | | 296,968 |
Philip Morris International, Inc., 1.50%, 05/01/2025 | | | 300,000 | | | 294,729 |
Thermo Fisher Scientific, Inc.,
1.22%, 10/18/2024 | | | 300,000 | | | 299,396 |
UnitedHealth Group, Inc.
| | | | | | |
5.15%, 10/15/2025 | | | 300,000 | | | 303,146 |
3.70%, 12/15/2025 | | | 400,000 | | | 398,163 |
3.10%, 03/15/2026 | | | 350,000 | | | 345,737 |
| | | | | | 3,120,143 |
ENERGY - 0.7%
| | | | | | |
BP Capital Markets America, Inc.
| | | | | | |
3.80%, 09/21/2025 | | | 250,000 | | | 249,026 |
3.12%, 05/04/2026 | | | 300,000 | | | 295,581 |
Chevron Corp., 1.55%, 05/11/2025 | | | 300,000 | | | 294,818 |
Columbia Pipeline Group, Inc., 4.50%, 06/01/2025 | | | 300,000 | | | 299,235 |
Exxon Mobil Corp.,
2.99%, 03/19/2025 | | | 300,000 | | | 297,761 |
Phillips 66, 3.85%, 04/09/2025 | | | 300,000 | | | 298,503 |
| | | | | | 1,734,924 |
FINANCIALS - 63.6%(a)
| | | | | | |
Aflac, Inc., 1.13%, 03/15/2026 | | | 300,000 | | | 287,101 |
American Express Co.
| | | | | | |
5.85% (SOFR + 0.76%), 02/13/2026(f) | | | 4,231,000 | | | 4,247,835 |
6.51% (SOFR + 1.35%), 10/30/2026(f) | | | 4,600,000 | | | 4,637,319 |
| | | | | | | |
| | | | | | | |
5.78% (SOFR + 0.65%), 11/04/2026(f) | | | $2,383,000 | | | $ 2,387,239 |
Ameriprise Financial, Inc.,
3.00%, 04/02/2025 | | | 300,000 | | | 297,552 |
AvalonBay Communities, Inc.
| | | | | | |
3.50%, 11/15/2024 | | | 300,000 | | | 299,342 |
3.50%, 11/15/2025 | | | 300,000 | | | 297,421 |
Bank of America Corp.
| | | | | | |
6.27% (3 mo. Term SOFR + 1.03%), 02/05/2026(f) | | | 5,178,000 | | | 5,179,331 |
6.63% (SOFR + 1.33%), 04/02/2026(f) | | | 3,669,000 | | | 3,686,449 |
6.08% (SOFR + 1.02%), 08/18/2026(f) | | | 3,400,000 | | | 3,429,932 |
Bank of Montreal
| | | | | | |
5.62% (SOFR + 0.71%), 12/12/2024(f) | | | 4,000,000 | | | 4,004,012 |
5.73% (SOFR + 0.47%), 01/10/2025(f) | | | 1,971,000 | | | 1,972,290 |
6.00% (SOFR + 1.06%), 06/07/2025(f) | | | 2,000,000 | | | 2,008,788 |
5.81% (SOFR + 0.95%), 09/25/2025(f) | | | 1,680,000 | | | 1,688,963 |
Bank of New York Mellon Corp., 5.80% (SOFR + 0.62%), 04/25/2025(f) | | | 4,452,000 | | | 4,456,671 |
5.35% (SOFR + 0.45%), 03/13/2026(f) | | | 4,000,000 | | | 4,003,328 |
Bank of Nova Scotia, 5.73% (SOFR + 0.46%), 01/10/2025(f) | | | 1,850,000 | | | 1,851,090 |
Berkshire Hathaway, Inc.,
3.13%, 03/15/2026(f) | | | 300,000 | | | 296,472 |
Canadian Imperial Bank of Commerce
| | | | | | |
5.64% (SOFR + 0.42%), 10/18/2024(f) | | | 6,010,000 | | | 6,010,488 |
6.23% (SOFR + 0.94%), 04/07/2025(f) | | | 3,834,000 | | | 3,850,016 |
6.53% (SOFR + 1.22%), 10/02/2026(f) | | | 2,500,000 | | | 2,526,395 |
Citigroup, Inc.
| | | | | | |
5.88% (SOFR + 0.69%), 01/25/2026(f) | | | 2,585,000 | | | 2,590,553 |
6.40% (SOFR + 1.53%), 03/17/2026(f) | | | 9,300,000 | | | 9,343,814 |
5.75% (SOFR + 0.59%), 04/30/2026(f) | | | 400,000 | | | 400,341 |
ERP Operating LP,
3.38%, 06/01/2025 | | | 300,000 | | | 297,418 |
Goldman Sachs Group, Inc.
| | | | | | |
6.16% (SOFR + 1.07%), 08/10/2026(f) | | | 2,700,000 | | | 2,707,600 |
5.73% (SOFR + 0.79%), 12/09/2026(f) | | | 2,000,000 | | | 2,001,155 |
5.78% (SOFR + 0.75%), 05/21/2027(f) | | | 1,330,000 | | | 1,329,095 |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Pemberwick Fund
Schedule of Investments
September 30, 2024 (Unaudited)(Continued)
| | | | | | | |
CORPORATE BONDS AND NOTES - (Continued)
|
FINANCIALS - (Continued)
|
HSBC Holdings PLC
| | | | | | |
6.38% (SOFR + 1.43%), 03/10/2026(f) | | | $4,347,000 | | | $4,364,374 |
6.59% (3 mo. Term SOFR + 1.64%), 09/12/2026(f) | | | 7,000,000 | | | 7,062,895 |
Loews Corp., 3.75%, 04/01/2026 | | | 400,000 | | | 397,876 |
Marsh & McLennan Cos., Inc.
| | | | | | |
3.50%, 03/10/2025 | | | 300,000 | | | 298,688 |
3.75%, 03/14/2026 | | | 300,000 | | | 298,156 |
MetLife, Inc.
| | | | | | |
3.00%, 03/01/2025 | | | 550,000 | | | 545,904 |
3.60%, 11/13/2025 | | | 125,000 | | | 124,124 |
Mid-America Apartments LP,
4.00%, 11/15/2025 | | | 300,000 | | | 298,520 |
Mitsubishi UFJ Financial Group, Inc., 6.00% (SOFR + 0.94%), 02/20/2026(f) | | | 2,850,000 | | | 2,855,911 |
Mizuho Financial Group, Inc., 6.01% (SOFR + 0.96%), 05/22/2026(f) | | | 7,700,000 | | | 7,726,850 |
Morgan Stanley
| | | | | | |
5.70% (SOFR + 0.51%), 01/22/2025(f) | | | 4,995,000 | | | 4,995,512 |
6.00% (SOFR + 0.78%), 07/16/2025(f) | | | 6,065,000 | | | 6,086,538 |
5.98% (SOFR + 0.95%), 02/18/2026(f) | | | 1,100,000 | | | 1,101,691 |
Principal Financial Group, Inc., 3.40%, 05/15/2025 | | | 300,000 | | | 297,415 |
Prologis LP
| | | | | | |
3.25%, 06/30/2026 | | | 300,000 | | | 295,917 |
2.13%, 04/15/2027 | | | 300,000 | | | 286,149 |
Prudential Financial, Inc.,
1.50%, 03/10/2026 | | | 400,000 | | | 385,973 |
Public Storage Operating Co.,
0.88%, 02/15/2026 | | | 300,000 | | | 287,046 |
Realty Income Corp.
| | | | | | |
3.88%, 04/15/2025 | | | 150,000 | | | 149,402 |
0.75%, 03/15/2026 | | | 400,000 | | | 379,423 |
4.13%, 10/15/2026 | | | 300,000 | | | 299,635 |
Royal Bank of Canada
| | | | | | |
5.63% (SOFR + 0.34%), 10/07/2024(f) | | | 7,461,000 | | | 7,461,183 |
5.65% (SOFR + 0.44%), 01/21/2025(f) | | | 1,000,000 | | | 1,000,533 |
6.09% (SOFR + 0.84%), 04/14/2025(f) | | | 1,000,000 | | | 1,002,164 |
5.73% (SOFR + 0.59%), 11/02/2026(f) | | | 2,200,000 | | | 2,199,490 |
Simon Property Group LP
| | | | | | |
3.38%, 10/01/2024 | | | 500,000 | | | 500,000 |
3.50%, 09/01/2025 | | | 100,000 | | | 99,167 |
3.30%, 01/15/2026 | | | 400,000 | | | 395,425 |
Societe Generale SA, 6.26% (SOFR + 1.05%), 01/21/2026(b)(f) | | | 2,000,000 | | | 2,002,216 |
| | | | | | | |
| | | | | | | |
Sumitomo Mitsui Financial Group, Inc., 6.70% (SOFR + 1.43%), 01/13/2026(f) | | | $7,100,000 | | | $7,190,667 |
Wells Fargo Bank NA
| | | | | | |
5.94% (SOFR + 0.80%), 08/01/2025(f) | | | 4,000,000 | | | 4,009,977 |
5.96% (SOFR + 0.71%), 01/15/2026(f) | | | 4,900,000 | | | 4,914,841 |
6.50% (SOFR + 1.32%), 04/25/2026(f) | | | 3,000,000 | | | 3,014,234 |
| | | | | | 148,415,906 |
INDUSTRIALS - 0.9%
| | | | | | |
Boeing Co.
| | | | | | |
2.85%, 10/30/2024 | | | 100,000 | | | 99,792 |
2.50%, 03/01/2025 | | | 100,000 | | | 98,471 |
Burlington Northern Santa Fe LLC
| | | | | | |
3.00%, 04/01/2025 | | | 100,000 | | | 99,144 |
7.00%, 12/15/2025 | | | 215,000 | | | 222,135 |
Caterpillar Financial Services Corp.
| | | | | | |
2.15%, 11/08/2024 | | | 300,000 | | | 299,096 |
0.80%, 11/13/2025 | | | 300,000 | | | 289,398 |
John Deere Capital Corp.
| | | | | | |
4.05%, 09/08/2025 | | | 300,000 | | | 299,643 |
0.70%, 01/15/2026 | | | 300,000 | | | 287,677 |
5.05%, 03/03/2026 | | | 300,000 | | | 304,479 |
| | | | | | 1,999,835 |
TECHNOLOGY - 0.4%
| | | | | | |
Apple, Inc., 3.20%, 05/13/2025 | | | 150,000 | | | 148,987 |
International Business Machines Corp., 7.00%, 10/30/2025 | | | 150,000 | | | 154,293 |
Intuit, Inc., 0.95%, 07/15/2025 | | | 300,000 | | | 291,849 |
Lam Research Corp.,
3.75%, 03/15/2026 | | | 300,000 | | | 298,420 |
| | | | | | 893,549 |
UTILITIES - 1.6%
| | | | | | |
Arizona Public Service Co.,
3.15%, 05/15/2025 | | | 300,000 | | | 296,746 |
Berkshire Hathaway Energy Co., 3.50%, 02/01/2025 | | | 200,000 | | | 198,898 |
Duke Energy Progress LLC,
3.25%, 08/15/2025 | | | 100,000 | | | 99,166 |
Georgia Power Co.,
3.25%, 04/01/2026 | | | 300,000 | | | 296,307 |
Louisville Gas and Electric Co., 3.30%, 10/01/2025 | | | 150,000 | | | 148,376 |
MidAmerican Energy Co.,
3.50%, 10/15/2024 | | | 300,000 | | | 299,800 |
National Rural Utilities Cooperative Finance Corp.
| | | | | | |
1.88%, 02/07/2025 | | | 300,000 | | | 296,861 |
4.45%, 03/13/2026 | | | 300,000 | | | 301,591 |
PECO Energy Co.,
3.15%, 10/15/2025 | | | 428,000 | | | 423,205 |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Pemberwick Fund
Schedule of Investments
September 30, 2024 (Unaudited)(Continued)
| | | | | | | |
CORPORATE BONDS AND NOTES - (Continued)
|
UTILITIES - (Continued)
|
Public Service Electric and Gas Co.
| | | | | | |
3.00%, 05/15/2025 | | | $175,000 | | | $173,135 |
0.95%, 03/15/2026 | | | 300,000 | | | 286,688 |
Virginia Electric and Power Co., 3.15%, 01/15/2026 | | | 300,000 | | | 296,417 |
Wisconsin Electric Power Co.,
2.05%, 12/15/2024 | | | 650,000 | | | 645,852 |
| | | | | | 3,763,042 |
TOTAL CORPORATE BONDS AND NOTES
(Cost $161,552,626) | | | | | | 161,725,159 |
U.S. TREASURY OBLIGATIONS - 9.2%
| | | |
United States Treasury Note/Bond
| | | | | | |
1.50%, 10/31/2024 | | | 1,500,000 | | | 1,495,867 |
1.50%, 11/30/2024 | | | 1,500,000 | | | 1,491,931 |
1.75%, 12/31/2024 | | | 1,500,000 | | | 1,489,310 |
2.25%, 12/31/2024 | | | 1,500,000 | | | 1,491,045 |
1.38%, 01/31/2025 | | | 1,500,000 | | | 1,484,521 |
2.00%, 02/15/2025 | | | 1,500,000 | | | 1,486,118 |
0.50%, 03/31/2025 | | | 600,000 | | | 588,685 |
0.38%, 04/30/2025 | | | 400,000 | | | 391,050 |
2.13%, 05/15/2025 | | | 800,000 | | | 789,626 |
0.25%, 05/31/2025 | | | 600,000 | | | 584,552 |
0.25%, 06/30/2025 | | | 1,000,000 | | | 971,696 |
2.75%, 06/30/2025 | | | 500,000 | | | 495,222 |
2.88%, 07/31/2025 | | | 500,000 | | | 495,275 |
2.00%, 08/15/2025 | | | 800,000 | | | 786,098 |
2.75%, 08/31/2025 | | | 500,000 | | | 494,212 |
2.25%, 11/15/2025 | | | 820,000 | | | 805,490 |
4.50%, 11/15/2025 | | | 400,000 | | | 402,625 |
0.38%, 01/31/2026 | | | 1,700,000 | | | 1,624,895 |
2.63%, 01/31/2026 | | | 200,000 | | | 197,008 |
6.00%, 02/15/2026 | | | 1,900,000 | | | 1,960,117 |
0.75%, 04/30/2026 | | | 1,000,000 | | | 954,531 |
0.75%, 05/31/2026 | | | 1,000,000 | | | 952,617 |
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $21,563,233) | | | | | | 21,432,491 |
COLLATERALIZED MORTGAGE OBLIGATIONS - 1.2%
|
Federal Home Loan Mortgage Corp.
| | | | | | |
Series 2091, Class PG,
6.00%, 11/15/2028 | | | 73,869 | | | 75,195 |
Series 2097, Class PZ,
6.00%, 11/15/2028 | | | 48,849 | | | 49,690 |
Series 2526, Class FI, 6.46%
(30 day avg SOFR US + 1.11%), 02/15/2032(f) | | | 14,744 | | | 14,872 |
Series 2682, Class LD,
4.50%, 10/15/2033 | | | 17,385 | | | 17,542 |
Series 2759, Class TC,
4.50%, 03/15/2034 | | | 91,652 | | | 91,416 |
| | | | | | | |
| | | | | | | |
Series 2933, Class HD,
5.50%, 02/15/2035 | | | $1,828 | | | $1,884 |
Series 2989, Class TG,
5.00%, 06/15/2025 | | | 199 | | | 199 |
Series 3002, Class YD,
4.50%, 07/15/2025 | | | 2,685 | | | 2,674 |
Series 3775, Class EM,
3.50%, 11/15/2025 | | | 2,670 | | | 2,644 |
Series 3786, Class NA,
4.50%, 07/15/2040 | | | 7,989 | | | 8,013 |
Series 3970, Class HB,
3.00%, 12/15/2026 | | | 47,450 | | | 46,782 |
Series 4002, Class LB,
2.00%, 09/15/2041 | | | 41,715 | | | 39,887 |
Series 4020, Class PA,
2.75%, 03/15/2027 | | | 5,845 | | | 5,761 |
Series 4045, Class HC,
2.00%, 07/15/2041 | | | 472 | | | 470 |
Series 4171, Class NG,
2.00%, 06/15/2042 | | | 64,821 | | | 59,533 |
Series 4203, Class DM,
3.00%, 04/15/2033 | | | 31,055 | | | 30,475 |
Series 4266, Class BG,
2.50%, 04/15/2026 | | | 8,792 | | | 8,640 |
Series 4309, Class JD,
2.00%, 10/15/2043 | | | 9,962 | | | 9,332 |
Series 4311, Class TD,
2.50%, 02/15/2029 | | | 33,383 | | | 32,753 |
Series 4363, Class EJ,
4.00%, 05/15/2033 | | | 54,897 | | | 54,531 |
Series 4417, Class EG,
2.50%, 01/15/2040 | | | 9,958 | | | 9,925 |
Series 4453, Class DA,
3.50%, 11/15/2033 | | | 21,837 | | | 21,626 |
Series 4472, Class MA,
3.00%, 05/15/2045 | | | 249,695 | | | 235,234 |
Series 4716, Class PA,
3.00%, 07/15/2044 | | | 51,869 | | | 51,096 |
Series 4949, Class PM,
2.50%, 02/25/2050 | | | 142,613 | | | 121,771 |
Federal National Mortgage Association
| | | | | | |
Series 2002-56, Class PE,
6.00%, 09/25/2032 | | | 42,454 | | | 44,442 |
Series 2003-127, Class EG,
6.00%, 12/25/2033 | | | 51,140 | | | 53,484 |
Series 2005-40, Class YG,
5.00%, 05/25/2025 | | | 403 | | | 401 |
Series 2005-48, Class AU,
5.50%, 06/25/2035 | | | 20,350 | | | 20,961 |
Series 2005-64, Class PL,
5.50%, 07/25/2035 | | | 5,122 | | | 5,286 |
Series 2005-68, Class PG,
5.50%, 08/25/2035 | | | 5,671 | | | 5,850 |
Series 2005-83, Class LA,
5.50%, 10/25/2035 | | | 2,464 | | | 2,538 |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Pemberwick Fund
Schedule of Investments
September 30, 2024 (Unaudited)(Continued)
| | | | | | | |
COLLATERALIZED MORTGAGE
OBLIGATIONS - (Continued)
|
Series 2007-27, Class MQ,
5.50%, 04/25/2027 | | | $773 | | | $776 |
Series 2010-123, Class BP,
4.50%, 11/25/2040 | | | 52,033 | | | 52,443 |
Series 2011-110, Class CY,
3.50%, 11/25/2026 | | | 46,697 | | | 46,215 |
Series 2011-146, Class LX,
3.50%, 10/25/2040 | | | 70,470 | | | 69,859 |
Series 2012-101, Class AB,
1.50%, 06/25/2027 | | | 6,017 | | | 5,947 |
Series 2012-102, Class HA,
2.00%, 02/25/2042 | | | 41,564 | | | 39,230 |
Series 2012-134, Class VP,
3.00%, 10/25/2042 | | | 33,744 | | | 33,340 |
Series 2012-139, Class JA,
3.50%, 12/25/2042 | | | 149,153 | | | 143,177 |
Series 2012-148, Class BQ,
1.25%, 01/25/2028 | | | 26,450 | | | 25,628 |
Series 2012-38, Class PA,
2.00%, 09/25/2041 | | | 17,194 | | | 16,221 |
Series 2012-66, Class HE,
1.50%, 06/25/2027 | | | 4,206 | | | 4,101 |
Series 2012-90, Class DA,
1.50%, 03/25/2042 | | | 21,567 | | | 19,725 |
Series 2013-124, Class BD,
2.50%, 12/25/2028 | | | 4,992 | | | 4,918 |
Series 2013-14, Class QD,
1.50%, 03/25/2043 | | | 25,028 | | | 21,395 |
Series 2013-18, Class PA,
2.00%, 11/25/2041 | | | 58,172 | | | 55,498 |
Series 2013-6, Class LD,
2.00%, 02/25/2043 | | | 30,159 | | | 26,645 |
Series 2013-72, Class HG,
3.00%, 04/25/2033 | | | 79,498 | | | 77,431 |
Series 2014-19, Class HA,
2.00%, 06/25/2040 | | | 13,047 | | | 12,590 |
Series 2014-8, Class DA,
4.00%, 03/25/2029 | | | 8,861 | | | 8,791 |
Series 2016-105, Class PA,
3.50%, 04/25/2045 | | | 130,422 | | | 128,245 |
Series 2016-60, Class Q,
1.75%, 09/25/2046 | | | 57,155 | | | 52,735 |
Series 2016-8, Class PC,
2.50%, 10/25/2044 | | | 142,780 | | | 137,464 |
Series 2017-77, Class BA,
2.00%, 10/25/2047 | | | 51,021 | | | 46,578 |
Series 2019-33, Class N,
3.00%, 03/25/2048 | | | 309,759 | | | 292,718 |
Government National Mortgage Association
| | | | | | |
Series 2007-11, Class PE,
5.50%, 03/20/2037 | | | 20,311 | | | 20,713 |
Series 2010-112, Class NG,
2.25%, 09/16/2040 | | | 51,392 | | | 48,304 |
| | | | | | | |
| | | | | | | |
Series 2012-106, Class MA, 2.00%, 11/20/2041 | | | $63,558 | | | $59,094 |
Series 2012-48, Class MA,
2.50%, 04/16/2042 | | | 38,974 | | | 35,889 |
Series 2013-56, Class AP,
2.00%, 11/16/2041 | | | 55,600 | | | 51,318 |
Series 2013-64, Class LP,
1.50%, 08/20/2041 | | | 87,227 | | | 80,587 |
Series 2013-88, Class WA,
4.50%, 06/20/2030(c) | | | 896 | | | 893 |
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $2,856,632) | | | | | | 2,743,375 |
U.S. GOVERNMENT AGENCY OBLIGATIONS - 0.8%
|
Federal Home Loan Mortgage Corp.
| | | | | | |
Pool C91251, 4.50%, 06/01/2029 | | | 2,164 | | | 2,174 |
Pool C91281, 4.50%, 12/01/2029 | | | 4,821 | | | 4,852 |
Pool C91295, 4.50%, 04/01/2030 | | | 2,696 | | | 2,715 |
Pool J14494, 4.00%, 02/01/2026 | | | 1,582 | | | 1,573 |
Pool J15974, 4.00%, 06/01/2026 | | | 745 | | | 740 |
Pool J17508, 3.00%, 12/01/2026 | | | 9,887 | | | 9,752 |
Pool ZT1361, 3.00%, 05/01/2047 | | | 193,990 | | | 178,710 |
Series 292, Class 150, Pool
S2-0326, 1.50%, 11/15/2027 | | | 18,576 | | | 18,108 |
Federal National Mortgage Association
| | | | | | |
Pool 256045, 5.00%, 12/01/2025 | | | 1,134 | | | 1,133 |
Pool 257204, 5.50%, 05/01/2028 | | | 2,798 | | | 2,840 |
Pool AC3237, 5.00%, 10/01/2039 | | | 16,523 | | | 17,029 |
Pool AD0249, 5.50%, 04/01/2037 | | | 6,891 | | | 7,091 |
Pool BL5531, 2.33%, 01/01/2027 | | | 600,000 | | | 578,806 |
Pool BP3785, 2.00%, 03/01/2036 | | | 290,846 | | | 267,070 |
Pool BP6567, 3.00%, 08/01/2040 | | | 131,087 | | | 122,631 |
Pool FM2014, 3.00%, 11/01/2049 | | | 193,251 | | | 177,196 |
Pool FM5719, 3.00%, 06/01/2046 | | | 280,733 | | | 260,499 |
Pool MA0142, 4.00%, 08/01/2029 | | | 3,409 | | | 3,391 |
Pool MA0919, 3.50%, 12/01/2031 | | | 158,098 | | | 155,612 |
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
(Cost $1,939,266) | | | | | | 1,811,922 |
| | | | | | | |
| | | | | | | |
SHORT-TERM INVESTMENTS - 19.0%
|
Money Market Funds - 14.4%
| | | | |
First American Government Obligations Fund - Class X,
4.82%(d) | | | 33,657,573 | | | 33,657,573 |
| | | | | | | |
| | | | | | | |
U.S. Treasury Bills - 4.6%
| | | | | | |
5.25%, 10/03/2024(e) | | | $1,500,000 | | | 1,499,609 |
5.29%, 11/07/2024(e) | | | 1,500,000 | | | 1,492,785 |
5.30%, 11/14/2024(e) | | | 1,500,000 | | | 1,491,495 |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Pemberwick Fund
Schedule of Investments
September 30, 2024 (Unaudited)(Continued)
| | | | | | | |
SHORT-TERM INVESTMENTS - (Continued)
|
U.S. Treasury Bills - (Continued)
| | | | | | |
5.25%, 12/05/2024(e) | | | $1,500,000 | | | $1,487,780 |
4.93%, 01/23/2025(e) | | | 1,500,000 | | | 1,479,059 |
4.47%, 02/20/2025(e) | | | 1,800,000 | | | 1,769,266 |
4.63%, 03/06/2025(e) | | | 1,500,000 | | | 1,471,920 |
| | | | | | 10,691,914 |
TOTAL SHORT-TERM INVESTMENTS
(Cost $44,342,366) | | | | | | 44,349,487 |
TOTAL INVESTMENTS - 99.5% (Cost $232,254,123) | | | | | | $232,062,434 |
Other Assets in Excess of
Liabilities - 0.5% | | | | | | 1,225,119 |
TOTAL NET ASSETS - 100.0% | | | | | | $233,287,553 |
| | | | | | | |
Percentages are stated as a percent of net assets.
PLC - Public Limited Company
SA - Sociedad Anónima
SOFR - Secured Overnight Financing Rate
(a)
| To the extent that the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments that significantly affect those industries or sectors. |
(b)
| Security is exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may only be resold in transactions exempt from registration to qualified institutional investors. As of September 30, 2024, the value of these securities total $2,002,216 or 0.9% of the Fund’s net assets. |
(c)
| Coupon rate is variable based on the weighted average coupon of the underlying collateral. To the extent the weighted average coupon of the underlying assets which comprise the collateral increases or decreases, the coupon rate of this security will increase or decrease correspondingly. The rate disclosed is as of September 30, 2024. |
(d)
| The rate shown represents the 7-day annualized effective yield as of September 30, 2024. |
(e)
| The rate shown is the effective yield as of September 30, 2024. |
(f)
| Variable or Floating Rate Security. The rate shown represents the rate at September 30, 2024. |
The accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
PEMBERWICK FUND
STATEMENT OF ASSETS AND LIABILITIES
at September 30, 2024 (Unaudited)
| | | | |
ASSETS:
| | | |
Investments in securities, at value (cost of $232,254,123) | | | $232,062,434 |
Receivables:
| | | |
Dividends and interest | | | 1,698,039 |
Fund shares sold | | | 2,899 |
Prepaid expenses and other assets | | | 17,352 |
Total assets | | | 233,786,818 |
LIABILITIES:
| | | |
Payables:
| | | |
Fund shares redeemed | | | 259,899 |
Distributions to shareholders | | | 120,584 |
Administration and fund accounting fees | | | 46,091 |
Advisory fee | | | 28,283 |
Custody fees | | | 12,202 |
Audit fees | | | 10,326 |
Transfer agent fees and expenses | | | 8,342 |
Reports to shareholders | | | 3,096 |
Compliance fees | | | 2,617 |
Other accrued expenses | | | 1,731 |
Total liabilities | | | 499,265 |
NET ASSETS | | | $233,287,553 |
Net Assets Consist of:
| | | |
Capital stock | | | $235,582,155 |
Total accumulated losses | | | (2,294,602) |
Net assets | | | $233,287,553 |
Shares issued (Unlimited number of beneficial interest authorized, $0.01 par value) | | | 23,422,648 |
Net asset value, offering price and redemption price per share | | | $9.96 |
| | | | |
The accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Pemberwick Fund
STATEMENT OF OPERATIONS
| | | | |
Investment income:
| | | |
Interest income | | | $6,541,399 |
Total investment income | | | 6,541,399 |
Expenses:
| | | |
Investment advisory fees (Note 4) | | | 301,831 |
Administration and fund accounting fees (Note 4) | | | 151,109 |
Transfer agent fees and expenses | | | 34,408 |
Trustees’ fees and expenses | | | 16,103 |
Custody fees | | | 14,365 |
Legal fees | | | 10,386 |
Audit fees | | | 10,340 |
Compliance expense | | | 9,369 |
Federal and state registration fees | | | 5,130 |
Reports to shareholders | | | 1,369 |
Other | | | 6,675 |
Total expenses before waiver from advisor | | | 561,085 |
Expense waiver from advisor (Note 4) | | | (120,732) |
Net expenses | | | 440,353 |
Net investment income | | | 6,101,046 |
Realized and unrealized gain on investments:
| | | |
Net realized gain on investments | | | 60,452 |
Net change in unrealized appreciation on investments | | | 510,160 |
Net realized and unrealized gain on investments | | | 570,612 |
Net increase in net assets resulting from operations | | | $6,671,658 |
| | | | |
The accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Pemberwick Fund
STATEMENTS OF CHANGES IN NET ASSETS
| | | | | | | |
OPERATIONS:
| | | | | | |
Net investment income | | | $6,101,046 | | | $12,535,994 |
Net realized gain (loss) on investments | | | 60,452 | | | (15,607) |
Net change in appreciation on investments | | | 510,160 | | | 1,905,154 |
Net increase in net assets resulting from operations | | | 6,671,658 | | | 14,425,541 |
DISTRIBUTIONS:
| | | | | | |
From distributable earnings | | | (6,107,138) | | | (12,515,109) |
Total distributions | | | (6,107,138) | | | (25,515,109) |
CAPITAL SHARE TRANSACTIONS:
| | | | | | |
Proceeds from shares sold | | | 39,607,191 | | | 70,174,447 |
Cost of shares redeemed | | | (52,763,881) | | | (129,555,060) |
Proceeds from shares issued to holders in reinvestment of dividends | | | 6,145,351 | | | 12,491,854 |
Net decrease in net assets from capital share transactions | | | (7,011,339) | | | (46,888,759) |
Total decrease in net assets | | | (6,446,819) | | | (44,978,327) |
NET ASSETS:
| | | | | | |
Beginning of period | | | 239,734,372 | | | 284,712,699 |
End of period | | | $233,287,553 | | | $239,734,372 |
CHANGES IN SHARES OUTSTANDING:
| | | | | | |
Shares sold | | | 3,983,042 | | | 7,092,094 |
Proceeds from shares issued to holders in reinvestment of dividends | | | 618,054 | | | 1,262,114 |
Shares redeemed | | | (5,305,699) | | | (13,099,504) |
Net decrease in shares outstanding | | | (704,603) | | | (4,745,296) |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Pemberwick Fund
FINANCIAL HIGHLIGHTS
For a capital share outstanding throughout each period
| | | | | | | |
Net Asset Value - Beginning of period | | | $9.94 | | | $9.86 | | | $9.93 | | | $10.05 | | | $9.70 | | | $9.97 |
Income from Investment Operations:
| | | | | | | | | | | | | | | |
Net investment income1 | | | 0.25 | | | 0.50 | | | 0.27 | | | 0.04 | | | 0.09 | | | 0.24 |
Net realized and unrealized gain (loss) on investments | | | 0.02 | | | 0.16 | | | 0.004 | | | (0.11) | | | 0.35 | | | (0.27) |
Total from investment operations | | | 0.27 | | | 0.66 | | | 0.27 | | | (0.07) | | | 0.44 | | | (0.03) |
Less Distributions:
| | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.25) | | | (0.58) | | | (0.34) | | | (0.05) | | | (0.09) | | | (0.24) |
Total distributions | | | (0.25) | | | (0.58) | | | (0.34) | | | (0.05) | | | (0.09) | | | (0.24) |
Net Asset Value - End of Year | | | $9.96 | | | $9.94 | | | $9.86 | | | $9.93 | | | $10.05 | | | $9.70 |
Total return2 | | | 2.77%^ | | | 5.97% | | | 2.08% | | | (0.73)% | | | 4.49% | | | (0.31)% |
Ratios and Supplemental Data:
| | | | | | | | | | | | | | | | | | |
Net assets, end of period (year) (thousands) | | | $233,288 | | | $239,734 | | | $284,713 | | | $293,295 | | | $282,409 | | | $347,755 |
Ratio of operating expenses to average net
assets3:
| | | | | | | | | | | | | | | |
Before reimbursements | | | 0.47%+ | | | 0.45% | | | 0.43% | | | 0.42% | | | 0.41% | | | 0.40% |
After reimbursements | | | 0.37%+ | | | 0.35% | | | 0.33% | | | 0.32% | | | 0.31% | | | 0.30% |
Ratio of net investment income to average net
assets3:
| | | | | | | | | | | | | |
Before reimbursements | | | 4.97%+ | | | 4.91% | | | 2.65% | | | 0.35% | | | 0.77% | | | 2.33% |
After reimbursements | | | 5.07%+ | | | 5.01% | | | 2.75% | | | 0.45% | | | 0.87% | | | 2.43% |
Portfolio turnover rate | | | 37%^ | | | 50% | | | 55% | | | 43% | | | 13% | | | 30% |
| | | | | | | | | | | | | | | | | | | |
1
| The net investment income per share was calculated using the average shares outstanding method. |
2
| Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any. |
3
| During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 4). |
4
| The amount was less than (.005) per share. |
The accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS
September 30, 2024 (Unaudited)
NOTE 1 – ORGANIZATION
The Pemberwick Fund (the “Pemberwick Fund” or the “Fund”) is a series of Manager Directed Portfolios (the “Trust”). The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and was organized as a Delaware statutory trust on April 4, 2006. The Fund is an open-end investment management company and is a non-diversified series of the Trust. The Pemberwick Fund, a series of FundVantage Trust (the “Predecessor Fund”) was reorganized into a newly created series of the Trust (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated November 1, 2016. The Reorganization was approved by the shareholders of the Predecessor Fund at a meeting held on November 17, 2016. The Predecessor Fund transferred all its assets to the Fund in exchange for shares of the Fund and the assumption by the Fund of all the known liabilities of the Predecessor Fund. The Predecessor Fund commenced operations on February 1, 2010. Pemberwick Investment Advisors LLC (“Pemberwick” or the “Advisor”) serves as the investment advisor to the Fund, and J.P. Morgan Investment Management Inc. (“J.P. Morgan” or the “Sub-Advisor”) serves as the sub-advisor to the Fund. Pemberwick and J.P. Morgan also served as the advisor and sub-advisor, respectively, to the Predecessor Fund. The Fund changed its fiscal year end from April 30 to March 31 in 2017. The investment objective of the Fund is to seek maximum current income that is consistent with liquidity and stability of principal.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”). The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services – Investment Companies.
A.
| Security Valuation: All investments in securities are recorded at their estimated fair value, as described in Note 3. |
B.
| Federal Income Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income or excise tax provisions are required. |
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken or expected to be taken on a tax return. The tax returns for the Fund for the prior three fiscal years are open for examination. The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Delaware.
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 the 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.
TABLE OF CONTENTS
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS
September 30, 2024 (Unaudited)(Continued)
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 September 30, 2024 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 concluded that no additional disclosures are necessary. |
NOTE 3 – SECURITIES VALUATION
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion of changes in valuation techniques and related inputs during the period, and expanded disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:
Level 1 –
| Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. |
Level 2 –
| Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. |
Level 3 –
| Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own 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.
TABLE OF CONTENTS
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS
September 30, 2024 (Unaudited)(Continued)
In the absence of prices from a pricing service, or if market quotations are not readily available, fair value will be determined under the Fund’s valuation procedures adopted pursuant to Rule 2a-5. Pursuant to those procedures, the Board has appointed the Advisor as the Fund’s valuation designee (the “Valuation Designee”) to perform all fair valuations of the Fund’s portfolio investments, subject to the Board’s oversight. As the Valuation Designee, the Advisor has established procedures for its fair valuation of the Fund’s portfolio investments. These procedures address, among other things, determining when market quotations are not readily available or reliable and the methodologies to be used for determining the fair value of investments, as well as the use and oversight of third- party pricing services for fair valuation.
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.
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the fair valuation hierarchy of the Fund’s securities as of September 30, 2024:
| | | | | | | | | | | | | |
Corporate Bonds and Notes | | | $— | | | $161,725,159 | | | $ — | | | $161,725,159 |
U.S. Treasury Obligations | | | — | | | 21,432,491 | | | — | | | 21,432,491 |
Collateralized Mortgage Obligations | | | — | | | 2,743,375 | | | — | | | 2,743,375 |
U.S. Government Agency Obligations | | | — | | | 1,811,922 | | | — | | | 1,811,922 |
Short-Term Investments | | | 33,657,573 | | | 10,691,914 | | | — | | | 44,349,487 |
Total Investments in Securities | | | $33,657,573 | | | $198,404,861 | | | $— | | | $232,062,434 |
| | | | | | | | | | | | | |
NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
For the period ended September 30, 2024, 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 period ended September 30, 2024, the Fund incurred $301,831 in advisory fees. Advisory fees payable at September 30, 2024 for the Fund were $28,283. The Advisor has hired J.P. Morgan Investment Management Inc. as a sub-advisor to manage a portion of the Fund. The Advisor pays the Sub-Advisor’s fees 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 Investment 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 period ended September 30, 2024, the Advisor voluntarily waived fees in the amount of $120,732. The fees waived by the Advisor are not subject to recoupment.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, LLC (“Fund Services” or the “Administrator”) acts as the Fund’s Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund’s custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund’s expenses and reviews the Fund’s expense accruals. Fund Services also serves as the fund accountant and transfer agent and provides Chief Compliance Officer services to the Fund. U.S. Bank N.A., an affiliate of Fund Services, serves as the Fund’s custodian. For the period ended September 30, 2024, the Fund incurred the following expenses for administration, fund accounting, transfer agency, compliance and custody fees:
| | | | |
Administration and fund accounting | | | $151,109 |
Custody | | | $14,365 |
Transfer agency | | | $34,408 |
Compliance | | | $9,369 |
| | | | |
TABLE OF CONTENTS
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS
September 30, 2024 (Unaudited)(Continued)
At September 30, 2024, the Fund had payables due to Fund Services for administration, fund accounting, transfer agency, and compliance fees and to U.S. Bank N.A. for custody fees in the following amounts:
| | | | |
Administration and fund accounting | | | $46,091 |
Custody | | | $12,202 |
Transfer agency | | | $8,342 |
Compliance | | | $2,617 |
| | | | |
Vigilant Distributors, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.
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 period ended September 30, 2024, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were as follows:
Purchases
| | | | |
U.S. Government Obligations | | | $9,226,535 |
Other | | | $61,729,554 |
| | | | |
Sales
| | | | |
U.S. Government Obligations | | | $7,420,000 |
Other | | | $69,987,032 |
| | | | |
NOTE 6 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
As of March 31, 2024, the components of accumulated earnings/(losses) on a tax basis were as follows:
| | | | |
Cost of investments | | | $236,753,774 |
Gross unrealized appreciation | | | 617,053 |
Gross unrealized depreciation | | | (1,361,023) |
Net unrealized depreciation | | | (743,970) |
Undistributed ordinary income | | | 165,147 |
Undistributed long-term capital gain | | | — |
Total distributable earnings | | | 165,147 |
Capital loss carry-forwards | | | (2,115,589) |
Other accumulated gains/(losses) | | | (164,710) |
Total accumulated earnings/(losses) | | | $(2,859,122) |
| | | | |
At March 31, 2024, the Fund had short-term tax basis capital losses of $758,941 with no expiration date and long-term tax basis capital losses of $1,356,648 with no expiration date.
TABLE OF CONTENTS
Pemberwick Fund
NOTES TO FINANCIAL STATEMENTS
September 30, 2024 (Unaudited)(Continued)
The tax character of distributions paid during the year ended March 31, 2024, and the year ended March 31, 2023 was as follows:
| | | | |
Ordinary Income | | | $12,515,109 | | | $7,948,953 |
| | | | | | | |
NOTE 7 – GUARANTEES AND INDEMNIFICATION
In the normal course of business, the Fund may enter 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 8 – 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 September 30, 2024, investors who are affiliated with the Advisor, when aggregated, owned 100% of the voting securities of the Fund.
TABLE OF CONTENTS
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
Cohen & Company, Ltd.
1835 Market Street, Suite 310
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) | Financial Highlights are included within the financial statements filed under Item 7 of this Form. |
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period covered by this report.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Statement of Operations within Item 7(a).
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. 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 16. 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 (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 providers. |
| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
| (a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable. |
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed. Not applicable.
(3) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)). Filed herewith.
(4) 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.
| (5) | Change in the registrant’s independent public accountant. Not applicable. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | (Registrant) | Manager Directed Portfolios | |
| | By (Signature and Title)* | /s/ Scott M. Ostrowski | |
| | | Scott M. Ostrowski, President/ Principal Executive Officer | |
| | | | |
| | Date | December 3, 2024 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | By (Signature and Title)* | /s/ Scott M. Ostrowski | |
| | | Scott M. Ostrowski, President/ Principal Executive Officer | |
| | Date | December 3, 2024 | |
| | By (Signature and Title)* | /s/ Ryan Frank | |
| | | Ryan Frank, Treasurer/ Principal Financial Officer | |
| | | | |
| | Date | December 3, 2024 | |
* Print the name and title of each signing officer under his or her signature.
