As filed with the Securities and Exchange Commission on December 2, 2016
Securities Act Registration No. 333-133691
Investment Company Act Registration No. 811-21897


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X]
Pre-Effective Amendment No.
   
[   ]
Post-Effective Amendment No.
28
 
[X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]
Amendment No.
31
 
[X]

MANAGER DIRECTED PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)

615 East Michigan Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, including Area Code) (414) 287-3101

Douglas J. Neilson, President
Manager Directed Portfolios
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue, 5th Floor
Milwaukee, WI 53202
(Name and Address of Agent for Service)

Copies to:
Ellen Drought, Esq.
Godfrey & Kahn, S.C.
833 East Michigan Street, Suite 1800
Milwaukee, Wisconsin 53202
(414) 273-3500

It is proposed that this filing will become effective (check appropriate box)

[   ]
 
Immediately upon filing pursuant to Rule 485(b).
[   ]
 
on (date) pursuant to Rule 485(b).
[   ]
 
on (date) pursuant to Rule 485(a)(1).
[   ]
 
60 days after filing pursuant to Rule 485(a)(1).
[   ]
 
75 days after filing pursuant to Rule 485(a)(2).
[X]
 
on December 5, 2016 pursuant to Rule 485(a)(2).

If appropriate, check the following box:

[   ]
 
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Explanatory Note: Post-Effective Amendment No. 23 (“the “Amendment”) was filed pursuant to Rule 485(a)(2) under the Securities Act of 1933 on October 3, 2016 for the purpose of adding the Pemberwick Fund as a new series of the Registrant, and pursuant to Rule 485(a)(2) would become effective on December 17, 2016. This Post-Effective Amendment No. 28 to the Registration Statement of Manager Directed Portfolios is being filed for the purpose of responding to Staff comments to the Amendment and to accommodate the Trust’s request to accelerate the effective date of Post-Effective Amendment No. 28 to December 5, 2016 .
 

 

PROSPECTUS
December 5, 2016

Pemberwick Fund

Telephone: 1-888-893-4491
 


This prospectus contains important information about this mutual fund, including information on its investment policies, risks, and fees.  For your own benefit and protection, please read it before you invest, and keep it on hand for future reference.

Like all mutual fund shares, these securities have not been approved or disapproved by the Securities and Exchange Commission, nor has the Securities and Exchange Commission determined whether this prospectus is accurate or complete.  Any representation to the contrary is a criminal offense.

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SUMMARY SECTION

Investment Objective

The Pemberwick Fund (the “Fund”) seeks maximum current income that is consistent with liquidity and stability of principal.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees
(fees paid directly from your investment):
 
 
None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment):
 
Management Fees
0.25%
Distribution (12b-1) and/or Service Fees
None
Other Expenses 1
0.20%
Total Annual Fund Operating Expenses
0.45%

1 “Other Expenses” are based on estimated amounts for the Fund’s current fiscal year.

Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods.  The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year
3 Years
5 Years
10 Years
$46
$144
$252
$567

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may generate a greater amount of taxable capital gains.  These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance.  During the most recent fiscal year, the portfolio turnover rate of the Predecessor Fund (as defined below) was 45.29% of the average value of its portfolio.

Principal Investment Strategies

The Fund pursues its investment objective by primarily investing its assets in the following securities or instruments (“Principal Investments”): U.S. Government securities; municipal securities; commercial paper; time deposits and certificates of deposit; corporate debt obligations; and open-end investment companies.

In selecting portfolio securities for the Fund, the Fund’s investment advisor, Pemberwick Investment Advisors, LLC (“Pemberwick” or the “Advisor”) selects investment grade investments so that the issuer of approximately 95% of the Fund’s assets will be rated “A-” or better by a nationally recognized statistical rating organization (“NRSRO”) (or if commercial paper, rated in the highest category) or, if a rating is not available, deemed to be of comparable quality by the Advisor.  The Fund may only invest in open-end investment companies that: (i) have a policy to invest a significant portion of their assets in fixed-income securities having a credit rating of “A-” or better by an NRSRO or of comparable quality as determined by such company’s investment advisor; and (ii) have net assets in excess of $200 million.  Pemberwick also invests in securities issued by banking institutions operating in the United States having assets in excess of $200 billion.  The Fund will concentrate its investments in the banking industry.  Therefore, under normal conditions, the Fund will invest at least 25% of its assets in securities issued by companies in the banking industry.

The Advisor selects portfolio securities of varying maturities based upon anticipated cash flow needs of the Fund, expectations about the direction of interest rates, and other economic factors.  The Fund may invest in cash and cash equivalents.  The Fund expects to maintain an average duration of 0 to 90 days with respect to 5% to 10% of the Fund’s assets, as determined necessary by the Advisor in order to meet anticipated liquidity needs.  The Fund expects to maintain an overall average effective duration for non-floating rate assets of approximately 24 months, depending on market conditions.  Average effective duration is a measure of the Fund’s interest rate sensitivity. The longer the Fund’s effective duration, the more sensitive the Fund is to shifts in interest rates.  The Fund’s average effective duration also gives an indication of how the Fund’s net asset value will change as interest rates change.  For instance, a fund with a five-year duration would be expected to lose 5% of its net asset value (“NAV”) if interest rates rose by one percentage point, or gain 5% if interest rates fell by one percentage point.  The Advisor may invest in “fixed to float” securities, which are securities that initially have a fixed return, but which, after a period of time, begin to “float,” or provide a rate of return equal to a market reference rate (such as the CPI, LIBOR, an index, etc.) plus a specified percentage (the “floating spread”). In determining the duration of a fixed to float security, the Advisor may assign a duration to such security based upon the first call date (usually the float commencement date) if the floating spread of such security is significantly higher than similar or comparable fixed or floating rate securities, taking into account the duration of those similar securities.

The Advisor has engaged J.P. Morgan Investment Management Inc. (“JP Morgan” or the “Sub-Advisor”) to manage a portion of the Fund’s assets in a percentage determined from time to time by the Advisor.  At the Advisor’s discretion, the Advisor may allocate 100% of the Fund’s assets to the Sub-Advisor.  As of the date of this Prospectus, 29.09% of the Fund’s assets were allocated to the Sub-Advisor.  The Sub-Advisor implements a short duration strategy that invests in Principal Investments with effective average durations generally targeted at between one to three years.  In selecting securities for the Fund, the Sub-Advisor generally focuses on U.S. Government securities, although it may invest in other permitted investments as directed by Pemberwick from time to time.

Principal Risks

The Fund is subject to the principal risks summarized below.  These risks could adversely affect the Fund’s NAV, yield and total return.  It is possible to lose money by investing in the Fund.

·
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 an 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.
 
·
Fixed Income Market Risk :  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.
 
·
Municipal Securities Risk :  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.  Budgetary constraints of local, state, and federal governments upon which the issuers may be relying for funding may also impact municipal securities.  In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market, and market conditions may directly impact the liquidity and valuation of municipal securities.
 
·
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.
 
·
Other Investment Companies Risk :  You will indirectly bear fees and expenses charged by underlying investment companies in addition to the Fund’s direct fees and expenses.  As a result, your cost of investing in the Fund will be higher than the cost of investing directly in the underlying investment company shares.

Performance Information

The Fund is a newly created mutual fund that was organized to acquire the assets and liabilities of the Pemberwick Fund, a series of FundVantage Trust (the “Predecessor Fund”) in exchange for shares of the Fund on December 5, 2016.  Accordingly, the Fund is the successor to the Predecessor Fund, and the following return information was derived from the performance records of the Predecessor Fund.  The Fund has investment objectives, strategies, and policies in all material respects equivalent to the Predecessor Fund, which, like the Fund, was advised and sub-advised by Pemberwick and J.P. Morgan, respectively.  The following performance information for the Predecessor Fund reflects all fees and expenses of the Predecessor Fund, and has not been adjusted to reflect the fees and expenses of the Fund.

The bar chart and performance table below illustrate the risks and volatility of an investment in the Predecessor Fund by showing changes in the performance of the Predecessor Fund from calendar year to calendar year and by showing how the Predecessor Fund’s average annual returns for one year, five years, and since inception compared with those of the Barclays Capital 1-3 Year Government/Credit Index, which is a broader measure of market performance.  The Predecessor Fund’s past performance, both before and after taxes, does not necessarily indicate how the Fund will perform in the future.  More recent performance information is available by calling 1-888-893-4491.

Calendar Year Returns as of December 31

Best Quarter
Worst Quarter
1.75%
(1.82)%
(March 31, 2012)
(September 30, 2011)

The Predecessor Fund’s calendar year-to-date return as of September 30, 2016 was 1.84%


Predecessor Fund
       
Average Annual Total Returns
(For the Periods Ended December 31, 2015)
1 Year
5 Year
Since Inception
(February 1, 2010)
Return Before Taxes
0.62%
1.07%
1.17%
Return After Taxes on Distributions
0.22%
0.62%
0.74%
Return After Taxes on Distributions and Sale of Shares
0.35%
0.64%
0.74%
Barclays Capital 1-3 Year Government/Credit Index (reflects no deductions for fees, expenses or taxes) 1
0.65%
0.98%
1.17%

1 The Barclays Capital 1-3 Year Government/Credit Index is an unmanaged market index and should not be considered indicative of any Predecessor Fund investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.  Actual after-tax returns depend on your tax situation and may differ from those shown and are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”).  In some instances, the figure representing “Return After Taxes on Distributions and Sale of Shares” may be higher than other returns for the same period when Fund shares are sold for a loss that provides an assumed tax benefit that increases the after-tax return.

Management of the Fund

Investment Advisor

Pemberwick Investment Advisors LLC

Sub-Advisor

J.P. Morgan Investment Management Inc.

Portfolio Managers

·
James Hussey is the President of Pemberwick and has been managing the Fund since the Predecessor Fund’s inception in 2010.
 
·
Gregg F. Hrivnak, CFA, is a Managing Director of J.P. Morgan and has been managing the portion of the Fund allocated to the Sub-Advisor since the Predecessor Fund’s inception in 2010.
 
·
Richard D. Figuly is a Managing Director of J.P. Morgan and has been managing the portion of the Fund allocated to the Sub-Advisor since the Predecessor Fund’s inception in 2010.
 
·
Susan Parekh is an Executive Director of J.P. Morgan and has been managing the portion of the Fund allocated to the Sub-Advisor since 2015.

Purchase and Sale of Fund Shares

There are no minimum investment requirements in the Fund.  A shareholder may sell (redeem) shares on any day that the New York Stock Exchange is open for trading (each, a “Business Day”).  Shares may be redeemed in one of the following ways:

By Regular Mail – Send a Written Request To:
Pemberwick Fund
c/o U.S. Bancorp Fund Services, LLC
PO Box 701
Milwaukee, WI 53201-0701
By Telephone or By Wire:
Call the Transfer Agent at 1-888-893-4491

Tax Information

The Fund’s distributions are generally taxable to you as ordinary income, long-term capital gain, or a combination of the two, unless you are investing through a tax-exempt or tax-deferred arrangement, such as a 401(k) plan or an IRA.  Distributions may be taxable upon withdrawal from a tax-deferred account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related service.  These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment.  Ask you salesperson or visit your financial intermediary’s website for more information.

ADDITIONAL INFORMATION ABOUT THE FUND

Investment Objective

The Fund seeks maximum current income that is consistent with liquidity and stability of principal.  The Fund’s investment objective may be changed by the Board of Trustees of the Trust (the “Board”) without shareholder approval upon 60 days’ written notice to shareholders.  The Fund is organized as a non-diversified open-end mutual fund.  There is no guarantee that the Fund will achieve its investment objective.

Additional Information about Principal Investment Strategies

The Fund pursues its investment objective by primarily investing its assets in the following Principal Investments:

·
U.S. Government Securities, which are debt securities, including mortgage-backed securities, issued or guaranteed by the U.S. Government, its agencies or instrumentalities.  U.S. Government Securities include securities issued by government-sponsored entities, which are not issued, insured or guaranteed by the U.S. Treasury or the U.S. Government.  Instruments issued by such government-sponsored entities are supported only by the credit of the issuing entity.  The Fund may only invest in U.S. Government Securities that are direct obligations of, or obligations guaranteed by the United States or agency or instrumentality thereof or by a government-sponsored entity.  If an issuer is not insured or guaranteed by the U.S. Treasury or U.S. Government fails to meet its commitments, the Fund would not be able to assert a claim against the United States.
 
·
Municipal Securities, which are debt obligations issued by or on behalf of states, territories and possessions of the United States, the District of Columbia and their sub-divisions, agencies and instrumentalities to obtain funds for various public purposes such as the construction of the public facilities, the payment of general operating expenses or the refunding of outstanding debts.  Yields on municipal securities are the product of a variety of factors, including the general conditions of the money market and of the municipal bond and municipal note markets, the size of a particular offering, the maturity of the obligation and the rating of the issue.
 
·
Commercial Paper, which are short-term (up to 90 days) unsecured promissory notes issued by corporations in order to finance their current operations.  The Fund may only invest in commercial paper issued by a corporation organized and doing business under the laws of the United States or any state and rated in the highest category by an NRSRO such as Moody’s Investor Services, Inc. (“Moody’s”) and/or by Standard & Poor’s Financial Services LLC (“S&P”) or, if a rating is not available, deemed to be of comparable quality by the Advisor.
 
·
Time Deposits and Certificates of Deposit (“CDs”). CDs are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return.  Fixed time deposits are bank obligations payable at a stated maturity date and bearing interest at a fixed rate.  The Fund may only invest in time deposits and CDs issued by a commercial bank organized and doing business under the laws of the U.S. or any state, which commercial bank has assets exceeding $200 billion, provided however CD’s may be purchased from a bank with less than $200 billion, of assets if the CD is FDIC insured.
 
·
Corporate Debt Obligations. The Fund may invest in U.S. corporate debt obligations of U.S. corporations, or corporations with substantial U.S. operations.  These securities include corporate bonds, debentures, notes and other similar corporate debt instruments, and floating rate or fixed to float securities.  The Fund will not invest in privately issued securities.  Floating rate or fixed to float securities must be securities issued by a financial institution rated “A” or better by at least one NRSRO or by a banking organization having assets in excess of $200 billion.
 
·
Open-End Investment Companies, which are commonly referred to as “mutual funds.”  The Fund may only invest in open-end investment companies that: (i) have a policy to invest a significant portion of their assets in fixed-income securities having a credit rating of “A-” or better by an NRSRO or of comparable quality as determined by such company’s investment advisor; and (ii) have net assets in excess of $200 million.

The Fund will concentrate its investments in the banking industry.  Therefore, under normal conditions, the Fund will invest at least 25% of its assets in securities issued by companies in the banking industry.  The Advisor will generally hold securities to maturity, but may sell a portfolio security: (i) in the event of a credit downgrade; (ii) to meet current cash flow needs; (iii) to make cash available for new investment opportunities; or (iv) in anticipation of market declines or credit downgrades.

The Sub-Advisor selects securities by analyzing both individual securities and different market sectors and looking for market sectors and individual securities that it believes will perform well over time.  The Sub-Advisor selects individual securities after performing a risk/reward analysis that includes an evaluation of interest rate risk, credit risk and the legal and technical structure of the transaction required to purchase or sell the security.  The frequency with which the Sub-Advisor will buy and sell securities will vary from year to year, depending on market conditions.  In selecting securities for the Fund, the Sub-Advisor generally focuses on U.S. Government securities although it may invest in other permitted investments as directed by Pemberwick from time to time.

Other Investment Strategies and Policies

The Fund may borrow to the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), in order to provide short-term liquidity and for cash-flow purposes.  The Fund will not borrow to leverage the Fund in an attempt to enhance investment returns.  At times, the Fund may be required to segregate or earmark certain assets determined to be liquid by the Advisor (generally, short-term investment grade fixed income securities) to cover borrowings or its obligations under certain investments.  The Fund will maintain asset segregation policies to comply with applicable asset coverage requirements.

Subject to the approval of the Board and the Fund’s shareholders, the Advisor may, from time to time, engage additional sub-advisors to assist in the management of the Fund (or a portion thereof).

In anticipation of or in response to adverse market or other conditions or atypical circumstances such as unusually large cash inflows or redemptions, the Fund may temporarily hold up to 100% of its assets in U.S. Government securities, money market funds, cash or cash equivalents.  The Advisor will determine when market conditions warrant temporary defensive measures.  Under such conditions, the Fund may not invest in accordance with its investment objective or principal investment strategy and, as a result, there is no assurance that the Fund will achieve its investment objective.

The investments and strategies discussed above are those that the Advisor will use under normal market conditions.  The Fund also may use other strategies and engage in other investment practices, which are described in the Fund’s Statement of Additional Information (the “SAI”).

Additional Principal Risk Information

The following is a list of certain principal risks that may apply to your investment in the Fund.  Further information about investment risks is available in the SAI:
 
·
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 an 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:  Because the Fund will invest a significant portion of its assets in securities of companies in the banking industry, developments affecting the banking industry will have a disproportionate impact on the Fund.  These risks generally include interest rate risk, credit risk and risk associated with regulatory changes in the banking industry.  The profitability of banks depends largely on the availability and cost of funds, which can change depending on economic conditions.
 
·
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.
 
·
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:  Debt securities are subject to the risk that the securities could lose value because of interest rate changes.  For example, bonds tend to decrease in value if interest rates rise.  Debt securities with longer maturities sometimes offer higher yields, but are subject to greater price shifts as a result of interest rate changes than debt securities with shorter maturities.
 
·
Management Risk:  The Fund is actively managed and relies on the Advisor’s and Sub-Advisor’s ability to pursue the Fund’s goal.  The ability of the Fund to meet its investment objectives is directly related to the Advisor’s and Sub-Advisor’s investment strategies for the Fund.  The value of your investment in the Fund may vary with the effectiveness of the Advisor’s and Sub-Advisor’s research, analysis and asset allocation among portfolio securities.  If the Advisor’s or Sub-Advisor’s investment strategies do not produce the expected results, your investment could be diminished or even lost.
 
·
Market Risk:  The market value of a security may move up or down, sometimes rapidly and unpredictably.  These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time.  Market risk may affect a single issuer, industry, sector of the economy or the market as a whole.
 
·
Municipal Securities Risk:  An investment in the Fund may be affected by municipal securities risk.  Local political and economic factors may adversely affect the value and liquidity of municipal securities held by the Fund.  The value of municipal securities also may be affected more by supply and demand factors or the creditworthiness of the issuer than by market interest rates.  Repayment of municipal securities depends on the ability of the issuer or projects backing such securities to generate taxes or revenues.  There is also a risk that the interest on a municipal security that is expected to produce tax-exempt income may be subject to income tax, which could decrease the value of the security.  However, the Fund will be unable to make tax-exempt distributions to its shareholders unless at least 50% of the Fund’s total assets at the close of each quarter of its taxable year consist of qualifying municipal securities.
 
·
Municipal securities can be significantly affected by political changes as well as uncertainties in the municipal market related to taxation, legislative changes, or the rights of municipal security holders.  Because many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation, and utilities, conditions in those sectors can affect the overall municipal market.  Budgetary constraints of local, state, and federal governments upon which the issuers may be relying for funding may also impact municipal securities.  In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market, and market conditions may directly impact the liquidity and valuation of municipal securities.  Municipal securities backed by current or anticipated revenues from a specific project or specific assets can be negatively affected by the discontinuance of the taxation supporting the project or assets or the inability to collect revenues for the project or from the assets.  If the Internal Revenue Service determines an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could become taxable and the security could decline significantly in value.
 
·
Municipal securities are generally traded via a network among dealers and brokers that connect buyers with sellers.  Liquidity in the tax exempt market has been reduced as a result of overall economic conditions and credit tightening.  The condition of the secondary market for particular municipal bonds and other debt securities may make them more difficult to value or sell.
 
·
Non-Diversification Risk:  The Fund is “non-diversified” and therefore is not required to meet certain diversification requirements under federal securities laws.  The Fund may invest a greater percentage of its assets in the securities of a single issuer.  However, 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:  Many types of fixed income securities are subject to prepayment risk.  Prepayment occurs when the issuer of a fixed income security can repay principal prior to the security’s maturity.  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.  In addition, the potential impact of prepayment features on the price of a fixed income security can be difficult to predict and result in greater volatility.  On the other hand, rising interest rates could cause prepayments of the obligations to decrease, extending the life of mortgage- and asset-backed securities with lower payment rates.  This is known as extension risk and may increase the Fund’s sensitivity to rising rates and its potential for price declines.
 
·
U.S. Government Agencies and Instrumentalities Securities Risk:  U.S. Government obligations include securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, such as the U.S. Treasury.  Payment of principal and interest on U.S. Government obligations may be backed by the full faith and credit of the United States or may be backed solely by the issuing or guaranteeing agency or instrumentality itself.  In the latter case, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, which agency or instrumentality may be privately owned.  There can be no assurance that the U.S. Government would provide financial support to its agencies or instrumentalities (including government-sponsored enterprises) where it is not obligated to do so.  As a result, there is a risk that these entities will default on a financial obligation.  For instance, securities issued by Ginnie Mae are supported by the full faith and credit of the U.S. government.  Securities issued by Fannie Mae and Freddie Mac are supported only by the discretionary authority of the U.S. government.  However, the obligations of Fannie Mae and Freddie Mac have been placed into conservatorship until the entities are restored to a solvent financial condition.  Securities issued by the Student Loan Marketing Association or “Sallie Mae” are supported only by the credit of that agency.
 
·
Other Investment Companies Risk: The Fund may invest in shares of other investment companies as a means to pursue its investment objective.  As a result of this policy, your cost of investing in the Fund will be higher than the cost of investing directly in the underlying fund shares.  You will indirectly bear fees and expenses charged by the underlying funds in addition to the Fund’s direct fees and expenses.  Furthermore, the use of this strategy could affect the timing, amount and character of distributions to you and therefore may increase the amount of taxes payable by you.  With certain exceptions, the 1940 Act generally prohibits a fund from acquiring shares of an investment company if, immediately after such acquisition, the fund and its affiliated persons would hold more than 3% of such investment company’s total outstanding shares.  This prohibition may prevent the Fund from allocating its investments in an optimal manner.

Disclosure of Portfolio Holdings

A complete list of the Fund’s portfolio holdings is publicly available on a quarterly basis through filings with the SEC on Forms N-CSR and N-Q.  Further description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is provided in the SAI.

MANAGEMENT OF THE FUND

The Board supervises the management, activities and affairs of the Fund and has approved contracts with various organizations to provide, among other services, the day-to-day management required by the Fund and its shareholders.

Investment Advisor and Sub-Advisor

Pemberwick is a registered investment advisor located at 340 Pemberwick Road Greenwich, CT 06831.  The Advisor, subject to the general oversight of the Board, has overall responsibility for directing the investments of the Fund in accordance with its investment objective, policies and limitations and overseeing the Sub-Advisor’s investment activities.  The Advisor is entitled to an annual management fee of 0.25% of the Fund’s average daily net assets.  As of September 30, 2016, Pemberwick had approximately $168 million in assets under management.

Pemberwick 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.  This waiver is not reflected in the Fees and Expenses of the Fund table in the Summary Section of this Prospectus, and may be discontinued at any time at the discretion of Pemberwick.

J.P. Morgan is a registered investment advisor located at 270 Park Avenue, New York, NY 10017.  The Sub-Advisor provides certain investment services, information, advice, assistance and facilities and performs research, statistical and investment services pursuant to a sub-advisory agreement between the Advisor and the Sub-Advisor.  For its services as sub-advisor to the Fund, the Sub-Advisor is paid a sub-advisory fee by the Advisor.  As of September 30, 2016, J.P. Morgan had approximately $1.7 trillion in assets under management.

A discussion of the basis for the Board’s approval of the investment advisory agreement between the Advisor and the Trust, on behalf of the Fund, and the sub-advisory agreement between the Advisor and the Sub-Advisor, will be included in the Fund’s next annual or semi-annual report to shareholders.

Portfolio Managers

The Fund’s SAI provides additional information about each portfolio manager’s compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund.

Pemberwick Investment Advisors LLC

James Hussey , President of the Advisor, Treasurer and Vice President of Richman Asset Management, Inc. (“RAM”) and a Vice President and Treasurer of Richman Group Affordable Housing Corporation (“RGAHC”), is responsible for the day-to-day management of the Fund.  Mr. Hussey is engaged primarily in the syndication and finance operations of RAM.  Prior to joining RAM, Mr. Hussey, a Certified Public Accountant, was the Chief Financial Officer of WCI Communities Inc. NE Region and Spectrum Communities, LLC.  From 1989 to 1998 Mr. Hussey held various positions with Center Development Corp, a developer of affordable housing in the New York metropolitan area.  He received a Bachelor of Science degree from SUNY at Albany in 1983 and an MBA from Columbia Business School in 1994.

J.P. Morgan Investment Management Inc.

Gregg F. Hrivnak , Managing Director and CFA charterholder, is responsible for the day-to-day management of the portion of the Fund allocated to the Sub-Advisor.  An employee of the Sub-Advisor or its affiliates since 1989, Mr. Hrivnak has been part of the portfolio management team for the JPMorgan Short Duration Bond Fund since June 2005 and was previously a fixed income research analyst for the JPMorgan Taxable Bond Team responsible for asset-backed securities.  He is currently a portfolio manager on the JPMorgan Columbus Taxable Bond Team.

Richard D. Figuly , Managing Director, is responsible for the day-to-day management of the portion of the Fund allocated to the Sub-Advisor.  An employee of the Sub-Advisor or its affiliates since 1993, Mr. Figuly is a portfolio manager on the JPMorgan Columbus Taxable Bond Team and often focuses on mortgage-backed and asset-backed securities.

Susan Parekh , Executive Director, is responsible for the day-to-day management of the portion of the Fund allocated to the Sub-Advisor.  Ms. Parekh is a portfolio manager on the JPMorgan U.S. Value Driven team and is responsible for managing institutional taxable bond portfolios.  She is also a member of the JPMorgan Global Fixed Income, Currency & Commodities (GFICC) group.  An employee of the Sub- Advisor or its affiliates since 1996, Ms. Parekh previously worked as a performance analyst and a senior investment fund accountant.  She holds a B.B.A. in accounting and finance from Western Michigan University.

DISTRIBUTION OF FUND SHARES

Distributor

Quasar Distributors, LLC (the “Distributor”) is the Fund’s principal underwriter and serves as the Fund’s distributor in connection with the offering of the Fund’s shares.  The Distributor may enter into arrangements with banks, broker-dealers and other financial institutions through which investors may purchase or redeem Fund shares.

Sales and Marketing Programs

Pemberwick and/or its affiliates may pay financial intermediaries for distribution, marketing, servicing, and sales support out of its profits or other sources available to it (and not an additional charge to the Fund).  These payments may include amounts that are sometimes referred to as “revenue sharing” payments.

SHAREHOLDER INFORMATION

Pricing of Shares

The price of the Fund’s shares is based on its NAV.  U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent (the “Transfer Agent”) determines the NAV per share of the Fund as of the close of regular trading on the New York Stock Exchange (“Exchange”) (normally 4:00 p.m. Eastern time) on each day that the Exchange is open for business (each, a “Business Day”).  The NAV is calculated by adding the value of all securities and other assets in the Fund, deducting its liabilities, and dividing the balance by the number of outstanding shares in the Fund.  The price at which a purchase or redemption is effected is based on the next calculation of NAV after the order is received by an authorized financial institution or the transfer agent and under no circumstances will any order be accepted for purchase or redemption after the NAV calculation.  Shares will only be priced on Business Days.  In addition, foreign securities held by the Fund may trade on weekends or other days when the Fund does not calculate NAV.  As a result, the market value of these investments may change on days when shares of the Fund cannot be bought or sold.

The Fund values its assets based on current market values when such values are available.  These prices normally are supplied by an independent pricing service.  Debt securities, including 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, fair value will be determined using procedures adopted by the Board.

When the Fund uses fair value pricing to determine NAV, securities will not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Board believes accurately reflects fair value.  The Fund’s policy is intended to result in a calculation of the Fund’s NAV that fairly reflects security values as of the time of pricing.  However, fair values determined pursuant to the Fund’s procedures may not accurately reflect the price that the Fund could obtain for a security if it were to dispose of that security as of the time of pricing.

Purchase of Shares

The Fund’s shares are offered on a continuous basis and are sold without any sales charges.  There is no minimum initial investment in the Fund.  The Fund does not charge any sales loads, deferred sales loads or other fees, such as 12b-1 fees, in connection with the purchase of shares.  You may purchase shares as specified below.

Investors may purchase shares of the Fund through financial intermediaries such as financial consultants, securities brokers, dealers, or benefit plan administrators.  Investors should contact their financial intermediary directly for appropriate instructions, as well as for information pertaining to account and any servicing or transaction fees that may be charged.  Some financial intermediaries are authorized to designate other intermediaries to receive purchase and redemption requests on the Fund’s behalf.

The Distributor, on behalf of the Fund, may enter into agreements with financial intermediaries that provide recordkeeping, transaction processing and other administrative services for customers who own Fund shares.  The Advisor and/or its affiliates may pay financial intermediaries for such services.  The fee charged by financial intermediaries may be based on the number of accounts or may be a percentage of the average value of accounts for which the financial intermediary provides services.

The Advisor reserves the right to change the criteria for eligible investors and investment minimums.

By Telephone:  Investors may purchase additional shares of the Fund by calling 1-888-893-4491.  If you elected this option on your account application, and your account has been open for at least 15 calendar days, telephone orders in any amount will be accepted via electronic funds transfer from your bank account through the Automated Clearing House (“ACH”) network.  You must have banking information established on your account prior to making a purchase.  If your order is received prior to 4:00 p.m., Eastern time, your shares will be purchased at the NAV calculated on the day your order is placed.

Telephone trades must be received by or prior to market close.  During periods of high market activity, shareholders may encounter higher than usual call waits.  Please allow sufficient time to place your telephone transaction.

By Mail:   You may purchase shares by sending a check in U.S. Dollars drawn on a U.S. bank payable to Pemberwick Fund, indicating the name of the Fund and the dollar amount to be purchased, along with a completed application.  If a subsequent investment is being made, the check should also indicate your Fund account number.  The Fund will not accept payment in cash or money orders.  The Fund does not accept post-dated checks or any conditional order or payment.  To prevent check fraud, the Fund will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares.

The Transfer Agent will charge a $25 fee against a shareholder’s account, in addition to any loss sustained by the Fund, for any payment that is returned.  It is the policy of the Fund not to accept applications under certain circumstances or in amounts considered disadvantageous to shareholders.  The Fund reserves the right to reject any application. Send the check and application to:

Regular mail:
Pemberwick Fund
c/o U.S. Bancorp Fund Services, LLC
P. O. Box 701
Milwaukee, WI 53201-0701

Purchase orders, redemption requests or correspondence mailed by overnight courier should be sent to the Fund at:

Overnight mail:
Pemberwick Fund
c/o U.S. Bancorp Fund Services, LLC
615 East Michigan Street, 3rd Floor
Milwaukee, WI  53202

The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents.  Therefore, deposit in the mail or with such services, or receipt at U.S. Bancorp Fund Services, LLC post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent.  Receipt of purchase orders or redemption requests is based on when the order is received at the Transfer Agent’s offices.

Shares will be purchased at the NAV next computed after the time the application and funds are received in proper order and accepted by the Fund.

By Wire :  If you are making your first investment in the Fund, before you wire funds, the Transfer Agent must have a completed account application.  You may mail or deliver overnight your account application to the Transfer Agent.  Upon receipt of your completed account application, the Transfer Agent will establish an account for you.  The account number assigned will be required as part of the instruction that should be provided to your bank to send the wire.  Your bank must include both the name of the Fund you are purchasing, the account number, and your name so that monies can be correctly applied.  Your bank should transmit funds by wire to:
 
 
Wire to:
U.S. Bank, N.A.
 
ABA Number:
075000022
 
Credit:
U.S. Bancorp Fund Services, LLC
 
Account:
112-952-137
 
Further Credit:
Pemberwick Fund
 
 
(Shareholder Name/Account Registration)
 
 
(Shareholder Account Number)
 
 
 

Wired funds must be received prior to 4:00 p.m. Eastern time to be eligible for same day pricing.  The Fund and U.S. Bank, N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions.

For Subsequent Investments – By wire :  Before sending your wire, please contact the Transfer Agent to advise them of your intent to wire funds.  This will ensure prompt and accurate credit upon receipt of your wire.

Additional Information Regarding Purchases : Purchase orders received by the Transfer Agent in good order before the close of regular trading on the Exchange on any Business Day will be priced at the NAV that is determined as of the close of trading.  Purchase orders received in good order after the close of regular trading on the Exchange will be priced as of the close of regular trading on the following Business Day.  “Good order” means that the purchase request is complete and includes all accurate required information. Purchase requests not in good order may be rejected.

Any purchase order may be rejected if the Fund determines that accepting the order would not be in the best interest of the Fund or its shareholders.

It is the responsibility of the financial intermediary to transmit orders for the purchase of shares by its customers to the Transfer Agent and to deliver required funds on a timely basis, in accordance with the procedures stated above.

The Fund reserves the right to suspend the offering of shares.

Redemption of Shares

You may sell (redeem) your shares on any Business Day. Redemptions are effected at the NAV next determined after the Transfer Agent has received your redemption request.  It is the responsibility of the financial intermediary to transmit redemption orders and credit their customers’ accounts with redemption proceeds on a timely basis.  The Fund’s name, your account number, the number of shares or dollar amount you would like redeemed and the signatures by all of the shareholders whose names appear on the account registration should accompany any redemption requests.  The Transfer Agent will normally mail or send your redemption proceeds to the bank you indicated on the next Business Day following receipt by the Transfer Agent of redemption instructions, but never later than 7 days following such receipt.

By Telephone :  If you prefer to redeem your shares by telephone, you must accept telephone options on your account application.  You may then initiate a redemption of shares up to the amount of $50,000 by calling the Transfer Agent at 1-888-893-4491.  Adding telephone options to an existing account may require a signature guarantee or other acceptable form of authentication from a financial institution source.

Investors may have a check sent to the address of record, proceeds $1,000 or more may be wired to a shareholder’s bank account of record, or funds may be sent via electronic funds transfer through the ACH network, also to the bank account of record.  Wires are subject to a $15 fee paid by the investor, but the investor does not incur any charge when proceeds are sent via the ACH system.

Telephone trades must be received by or before the close of regular trading on the Exchange on any Business Day.  During periods of high market activity, shareholders may encounter higher than usual call waits.  Please allow sufficient time to place your telephone transaction.  If you are unable to contact the Fund by telephone, you may mail your redemption request in writing to the address noted above.  Once a telephone transaction has been accepted, it may not be canceled or modified.

Before executing an instruction received by telephone, the Transfer Agent will use reasonable procedures to confirm that the telephone instructions are genuine.  The telephone call may be recorded and the caller may be asked to verify certain personal identification information.  If the Fund or its agents follow these procedures, they cannot be held liable for any loss, expense or cost arising out of any telephone redemption request that is reasonably believed to be genuine.  This includes fraudulent or unauthorized requests.  If an account has more than one owner or authorized person, the Fund will accept telephone instructions from any one owner or authorized person.

By Mail :  If you redeem your shares by mail, you must submit written instructions which indicate the Fund name and class, your account number, the number of shares or dollar amount you would like redeemed and the signatures by all of the shareholders whose names appear on the account registration along with a signature guarantee, if applicable.

Your redemption request should be sent to:

Regular mail:
Pemberwick Fund
c/o U.S. Bancorp Fund Services, LLC
P. O. Box 701
Milwaukee, WI 53201-0701

If sent by overnight mail to:

Overnight mail:
Pemberwick Fund
c/o U.S. Bancorp Fund Services, LLC
615 East Michigan Street, 3rd Floor
Milwaukee, WI  53202

The Fund does not consider the U.S. Postal Service or other independent delivery services to be its agents.  Therefore, deposit in the mail or with such services, or receipt at U.S. Bancorp Fund Services, LLC post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent.  Receipt of purchase orders or redemption requests is based on when the order is received at the Transfer Agent’s offices.

By Wire :  Wires are subject to a $15 fee paid by you, but you do not incur any charge when proceeds are sent via the ACH system.  If you purchased your shares through a financial intermediary you should contact the financial intermediary for information relating to redemptions.

In-Kind Redemptions The Fund reserves the right to honor redemption requests by making payment in whole or in part by a distribution of securities from the Fund’s portfolio (a “redemption-in-kind”).  Redemptions in kind are taxable in the same manner as redemptions paid in cash for federal income tax purposes.  Securities redeemed in-kind will be subject to market risk until they are sold.  In addition, the sale of securities received in-kind may be subject to brokerage fees, and may give rise to taxable gains or losses.

Signature Guarantees :  A signature guarantee, from either a Medallion program member or a non-Medallion program member, is required to redeem shares in the following situations:

·
If ownership is being changed on your account;
·
When redemption proceeds are payable or sent to any person, address or bank account not on record;
·
If a change of address was received by the Transfer Agent within the last 30 calendar days;
·
For all redemptions in excess of $50,000 from any shareholder account.

The Fund may waive any of the above requirements in certain instances.  In addition to the situations described above, the Fund and /or the Transfer Agent reserve the right to require a signature guarantee in other instances based on the circumstances relative to the particular situation.

Non-financial transactions, including establishing or modifying certain services on an account, may require a signature guarantee, signature verification from a Signature Validation Program member, or other acceptable form of authentication from a financial institution source.

Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program and the Securities Transfer Agents Medallion Program (“STAMP”).  A notary public is not an acceptable signature guarantor.

Frequent Purchases and Redemptions

Consistent with the Fund’s investment objective to seek current income consistent with liquidity and stability of principal, the Fund does not prohibit frequent trading. However, the Fund is not designed to accommodate market timing or abusive short-term trading and discourages such activity. The Board of Trustees has adopted policies and procedures consistent with such position.

“Market Timing” generally refers to frequent or excessive trades into or out of a mutual fund in an effort to anticipate changes in market prices of its investment portfolio. Frequent purchases and redemptions of Fund shares can disrupt the management of the Fund, negatively affect the Fund’s performance, and increase expenses for all of the Fund’s shareholders.  In particular, frequent trading can: (i) force the Fund’s portfolio managers to hold larger cash positions than desired instead of fully investing the Fund, which can result in lost investment opportunities; (ii) cause unplanned and inopportune portfolio turnover in order to meet redemption requests; (iii) increase broker-dealer commissions and other transaction costs as well as administrative costs for the Fund; and (iv) trigger taxable gains for other shareholders.  The Advisor believes that the Fund is not as susceptible as other mutual funds to the adverse effects of market timing activity because the Fund invests in high quality and liquid securities.

To deter market timing and to minimize harm to the Fund and its shareholders from abusive trading practices, the Fund reserves the right to reject any purchase request order at any time and for any reason, without prior written notice.  The Fund may, in certain circumstances, reverse a transaction determined to be abusive.

The Fund will generally monitor trading activity within a 90 day period.  The Fund may consider trading activity over a longer period than 90 days and may take into account market conditions, the number of trades, and the amount of the trades in making such determinations.  In applying these policies, the Fund considers the information available at the time and may consider trading activity in multiple accounts under common ownership, control, or influence.  The Fund may modify its procedures from time to time without prior notice regarding the detection of excessive trading or to address specific circumstances.

There is no guarantee that the Fund or its agents will be able to detect market timing or abusive trading activity or the shareholders engaged in such activity, or, if it is detected, to prevent its recurrence.

In order for a financial intermediary to purchase shares of the Fund for an “omnibus” account, in nominee name or on behalf of another person, the Trust will enter into shareholder information agreements with such financial intermediary or its agent. These agreements require each financial intermediary to provide the Fund access, upon request, to information about underlying shareholder transaction activity in these accounts. If a shareholder information agreement has not been entered into by a financial intermediary, such financial intermediary will be prohibited from purchasing Fund shares for an “omnibus” account, in nominee name or on behalf of another person. If a financial intermediary fails to enforce the Fund’s policies with respect to market timing and other abusive trading activity, the Fund may take other actions, including terminating its relationship with such financial intermediary.

The Fund’s policies for deterring excessive trading in Fund shares are intended to be applied uniformly to all Fund shareholders to the extent practicable.  Some intermediaries, however, maintain omnibus accounts in which they aggregate orders of multiple investors and forward the aggregated orders to the Fund.  Because the Fund receives these orders on an aggregated basis and because these omnibus accounts may trade with numerous fund families with differing market timing policies, the Fund is substantially limited in its ability to identify or deter excessive traders or other abusive traders.  The transfer agent for the Fund will use its best efforts to obtain the cooperation of intermediaries to identify excessive traders and to prevent or limit abusive trading activity to the extent practicable.  Nonetheless, the Fund’s ability to identify and deter excessive trading of the Fund’s shares through omnibus accounts is limited.  The Fund’s success in accomplishing the objectives of the policies concerning excessive trading in Fund shares in this context depends significantly upon the cooperation of the intermediaries, which may have adopted their own policies regarding excessive trading which are different than those of the Fund. In some cases, the Fund may rely on the excessive trading policies of the financial intermediaries in lieu of applying the Fund’s policies when the Fund believes that the policies are reasonably designed to prevent excessive trading practices prohibited by the Fund.

Other Fund Policies

Purchase and Redemption Information For Lost Accounts :  If the Transfer Agent cannot locate an investor for a period of time specified by appropriate state law, the investor’s account may be deemed legally abandoned and then escheated (transferred) to the state’s unclaimed property administrator in accordance with statutory requirements.

Customer Identification Program : Federal regulations may require the Fund to obtain certain personal information from you, including your social security number or other government-issued identification when you open an account.  Additional information may be required in certain circumstances.  Applications without such information may not be accepted.  To the extent permitted by applicable law, the Fund reserves the right to: (i) place limits on transactions in an investor’s account until the investor’s identity is verified; (ii) refuse an investment in the Fund; or (iii) involuntarily redeem an investor’s shares and close an account in the event that an investor’s identity is not verified.

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 we reasonably believe are from the same family or household.  Once implemented, if you would like to discontinue householding for your accounts, please call toll-free 1-888-893-4491 to request individual copies of these documents.  Once the Fund receives notice to stop householding, we will begin sending individual copies thirty days after receiving your request.  This policy does not apply to account statements.

Lost Shareholders :  It is important that the Fund maintain a correct address for each investor.  An incorrect address may cause an investor’s account statements and other mailings to be returned to the Fund.  Based upon statutory requirements for returned mail, the Fund will attempt to locate the investor or rightful owner of the account.  If the Fund is unable to locate the investor, then they will determine whether the investor’s account can legally be considered abandoned.  The Fund is legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with statutory requirements.  The investor’s last known address of record determines which state has jurisdiction.

Distributions

Distributions from net investment income, if any, are declared daily as a dividend and paid monthly to you.   Any net capital gain realized by the Fund will be distributed annually.

Distributions are payable to the shareholders of record at the time the distributions are declared (including holders of shares being redeemed, but excluding holders of shares being purchased).  All distributions are reinvested in additional shares, unless you elect to receive the distributions in cash.  You may elect to receive the distributions in cash by calling the transfer agent.  If you elect to receive distributions and/or capital gains paid in cash, and the U.S. Postal Service cannot deliver the check, or if a check remains outstanding for six months, the Fund reserves the right to reinvest the distribution check in your account, at the Fund’s current net asset value, and to reinvest all subsequent distributions.  You may change the distribution option on your account at any time.  If you wish to change your distribution option, write or call the Transfer Agent at least 5 days prior to the record date for the distribution.  Shares become entitled to receive distributions on the day after the shares are issued.

Taxes

The following is a summary of certain U.S. tax considerations that may be relevant to an investor in the Fund.  Except where otherwise indicated, the discussion relates to investors who are individual U.S. citizens or residents and is based on current tax law, which may be subject to change in the future.  You should consult your tax advisor for further information regarding federal, state, local, and/or foreign tax consequences relevant to your specific situation.

Distributions: The Fund intends to qualify as a regulated investment company for federal tax purposes and to distribute to shareholders all or substantially all of its investment company taxable income and net capital gain each year.  Except as otherwise noted below, you will generally be subject to federal income tax on the Fund’s distributions to you, regardless of whether they are paid in cash or reinvested in Fund shares, unless you are investing through a tax-deferred arrangement such as a 401(k) plan or an IRA.  For federal income tax purposes, Fund distributions of investment company taxable income (which includes net short-term capital gains) are generally taxable to you as ordinary income.  The maximum federal ordinary income tax rate applicable to individuals, estates and trusts is currently 39.6%.  Distributions of net capital gain (the excess of net long-term capital gains over net short-term capital losses) of the Fund generally are taxable to you as long-term capital gains, regardless of how long you have owned your shares.  The maximum federal long-term capital gain rate applicable to individuals, estates and trusts is currently 20%.  U.S. individuals with modified adjusted gross income exceeding $200,000 for unmarried individuals (or $250,000 for married couples filing joint federal income tax returns) are potentially subject to the Medicare Contribution Tax on an amount not exceeding their net investment income, which includes interest, dividends, capital gains, and Fund distributions, at a rate of 3.8%.  Trusts and estates are also subject to the Medicare Contribution Tax.  You will be notified annually of the tax status of distributions to you.

Distributions of “qualified dividends,” if any, will also generally be taxable to you at long-term capital gain rates for federal income tax purposes, as long as certain requirements are met.  For the lower rates to apply, you must have owned your Fund shares for at least 61 days during the 121-day period beginning on the date that is 60 days before the Fund’s ex-dividend date (and the Fund will need to have met a similar holding period requirement with respect to the shares of the corporation paying the qualified dividend).  The amount of the Fund’s distributions that qualify for this favorable treatment may be reduced as a result of the Fund’s securities lending activities (if any), a high portfolio turnover rate, or investments in debt securities or “non-qualified” foreign corporations.

A portion of distributions paid by the Fund to shareholders who are corporations may also qualify for the dividends-received deduction for corporations, subject to certain holding period requirements and debt financing limitations.  The amount of the dividends qualifying for this deduction may, however, be reduced as a result of the Fund’s securities lending activities (if any), by a high portfolio turnover rate, or by investments in debt securities or foreign corporations.

Distributions from the Fund will generally be taxable to you in the year in which they are paid, with one exception.  Distributions declared by the Fund in October, November, or December and paid in January of the following year are taxed as though they were paid on December 31.

You should note that if you buy shares of the Fund shortly before it makes a distribution, the distribution will be fully taxable to you even though, as an economic matter, it simply represents a return of a portion of your investment.  This is known as “buying into a dividend.”

Redemptions:  The sale (also known as a redemption) of Fund shares is a taxable event on which a gain or loss may be recognized unless you are investing through a tax-deferred arrangement such as a 401(k) or IRA.  The amount of the gain or loss is based on the difference between your tax basis in the Fund shares and the amount you receive for them upon disposition.  Generally, you will recognize a long-term capital gain or loss if you have held your Fund shares for over twelve months at the time you sell them.  Gains and losses on shares held for twelve months or less will generally constitute short-term capital gains or losses, except that a loss on shares held six months or less will be recharacterized as a long-term capital loss to the extent of any net capital gains distributions that you have received or were deemed to have received on the shares.  A loss realized on a sale of Fund shares may be disallowed under the so-called “wash sale” rules to the extent the shares disposed of are replaced with other shares of the Fund within a period beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of the Fund.  If disallowed, the loss will be reflected in an upward adjustment to the basis of the shares acquired.

IRAs and Other Tax-Qualified Plans : Distributions on, and sales of shares held in an IRA or other tax-qualified plan will not be currently taxable unless debt was incurred to purchase the shares.

Backup Withholding: The Fund may be required in certain cases to withhold and remit to the Internal Revenue Service (“IRS”) a percentage of taxable distributions or gross proceeds realized upon sale payable to shareholders who have failed to provide a correct tax identification number in the manner required, or who are subject to withholding by the IRS for failure to properly include on their return payments of taxable interest or dividends, or who have failed to certify to the Fund when required to do so that they are not subject to backup withholding or that they are “exempt recipients.”  The withholding rate is currently 28%.

U.S. Tax Treatment of Foreign Shareholders: Generally, nonresident aliens, foreign corporations and other foreign investors are subject to a 30% withholding tax on dividends paid by a U.S. corporation, including the Fund, although the rate may be reduced for an investor that is a qualified resident of a foreign country with an applicable tax treaty with the United States.  In the case of regulated investment companies such as the Fund, however, distributions attributable to the Fund’s net capital gains (the excess of net long-term capital gains over net short-term capital loss), short-term capital gains, and interest are generally exempt from the 30% withholding tax to the extent distributions are designated by the Fund as such.

Foreign shareholders will generally not be subject to the 30% U.S. withholding tax on gains realized on the sale or redemption of shares in the Fund.  However, the Fund is required to withhold 30% tax on certain payments to foreign entities that do not meet specified information reporting requirements under the Foreign Account Tax Compliance Act.

In contrast, if a foreign investor conducts a trade or business in the United States and the investment in the Fund is effectively connected with that trade or business, or a foreign individual investor is present in the United States for 183 days or more in a calendar year, then the foreign investor’s income and gains from the Fund will generally be subject to U.S. federal income tax at graduated rates in a manner similar to the income of a U.S. citizen or resident.

All foreign investors should consult their own tax advisors regarding the tax consequences in their country of residence of an investment in the Fund.

State and Local Taxes: You may also be subject to state and local taxes on income and gain attributable to your ownership of Fund shares.  State income taxes may not apply, however, to the portion of the Fund’s distributions, if any, that are attributable to interest earned by the Fund on U.S. Government securities.  You should consult your tax advisor regarding the tax status of distributions in your state and locality.

Cost Basis Reporting:   The Fund (or its agent) must report to the IRS and furnish to Fund shareholders cost basis information for Fund shares purchased on or after January 1, 2012, and sold on or after that date.  The Fund has selected average cost method as the default cost basis method.  Fund shareholders should consult with their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information about how cost basis reporting applies to them.  If you wish to select another IRS-accepted cost basis method, please contact the Fund for further information.

Your investment in the Fund could have additional tax consequences.  This short summary is not intended as a substitute for careful tax planning.  You should consult your tax professional for information regarding all tax consequences applicable to your investments in the Fund.  More tax information relating to the Fund is also provided in the SAI.

FINANCIAL HIGHLIGHTS

The financial highlights table describes the Predecessor Fund’s financial performance for the past five years.  Certain information reflects financial results for a single share of the Predecessor Fund.  The total returns in the table represent the rate that you would have earned (or lost) on an investment in the Predecessor Fund assuming investment of all dividends and other distributions.  On December 5, 2016, the Fund acquired all of the assets and liabilities of the Predecessor Fund in exchange for shares of the Fund.  Accordingly, the Fund is the successor to the Predecessor Fund and has carried forward the historic performance and financial statements of the Predecessor Fund.

The information in the table below was audited by the independent registered public accounting firm for the Predecessor Fund, PricewaterhouseCoopers LLP (the “Predecessor Fund Auditor”).  The reports of the Predecessor Fund Auditor, along with the Predecessor Fund’s financial statements (which have been adopted by the Fund), are included in the annual reports of the Predecessor Fund, which are available upon request.

PREDECESSOR FUND

 
For the Year Ended April 30,
 
2016
2015
2014
2013
2012
Per Share Operating Performance
         
Net asset value, beginning of year
$10.06
$10.08
$10.12
$10.03
$10.16
           
Net investment income (1)
0.09
0.09
0.10
0.11
0.13
Net realized and unrealized gain/(loss) on investments
(0.01)
(0.02)
(0.03)
0.11
(0.12) (2)
           
Net increase in net assets resulting from operations
0.08
0.07
0.07
0.22
0.01
           
Dividends and distributions to shareholders from:
         
Net investment income
(0.09)
(0.09)
(0.11)
(0.13)
(0.14)
Total dividends and distributions to shareholders
(0.09)
(0.09)
(0.11)
(0.13)
(0.14)
           
Net asset value, end of year
$10.05
$10.06
$10.08
$10.12
$10.03
           
Total investment return (3)
0.85%
0.74%
0.68%
2.19%
0.12%
           
Ratios/Supplemental Data:
         
Net assets, end of year (000’s omitted)
$177,808
$169,980
$167,888
$119,793
$119,521
Ratio of expenses to average net assets
0.39%
0.39%
0.41%
0.45%
0.45%
Ratio of expenses to average net assets without waivers and expense reimbursements (4)
0.74%
0.74%
0.76%
0.80%
0.80%
Ratio of net investment income to average net assets
0.92%
0.91%
1.00%
1.10%
1.07%
Portfolio turnover rate
45.29%
35.46%
35.29%
27.96%
23.14%
           
(1)
The selected per share data was calculated using the average shares outstanding method for the year.
(2)
Includes payments by affiliate which equaled $0.03 per share.
(3)
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.
(4)
During the period, certain fees were waived. If such fee waivers had not occurred, the ratio would have been as indicated.
 
 
INVESTMENT ADVISOR
Pemberwick Investment Advisors LLC
340 Pemberwick Road
Greenwich, Connecticut 06831
 
TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
For regular deliveries, use:
Pemberwick Fund
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
 
INVESTMENT SUB-ADVISOR
J.P. Morgan Investment Management Inc.
270 Park Avenue
New York, New York 10017
 
For overnight deliveries, use:
Pemberwick Fund
c/o U.S. Bancorp Fund Services, LLC
615 East Michigan Street, 3 rd  Floor
Milwaukee, Wisconsin 53202
 
CUSTODIAN
U.S. Bank, N.A.
1555 N. River Center Drive, Suite 302
Milwaukee, Wisconsin 53212
 
COMPLIANCE AND
SECRETARIAL SERVICES
Vigilant Compliance, LLC
223 Wilmington West Chester Pike, Suite 216
Chadds Ford, Pennsylvania 19317
 
DISTRIBUTOR
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1800
2001 Market Street
Philadelphia, PA 19103-7042
 
 
LEGAL COUNSEL
Godfrey & Kahn, S.C.
833 East Michigan Street, Suite 1800
Milwaukee, Wisconsin  53202



Manager Directed Portfolios

FOR MORE INFORMATION

For investors wanting more information on the Fund, the following documents are available free upon request:

Annual/Semi-Annual Reports

These reports contain performance data and information on the Fund’s holdings, operating results, and a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance for the most recently completed fiscal year or half-year.

Statement of Additional Information (“SAI”)

The SAI provides additional technical and legal descriptions of the Fund’s policies, investment restrictions, risks, and business structure, including a description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio security holdings.  The information in the SAI is incorporated into this prospectus by reference.

Copies of these documents, and answers to questions about the Fund, may be obtained without charge by contacting:

Pemberwick Fund
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
1-888-893-4491

The Fund’s SAI, Annual, and Semi-Annual Reports are also available, free of charge, by calling 1-888-893-4491.

Information about the Fund, including the SAI, can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission in Washington, D.C.  Copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Room of the SEC, Washington, D.C., 20549-1520.  Information on the operation of the Public Reference Room may be obtained by calling the SEC at (202) 551-8090.  Reports and other information about the Fund may be viewed or downloaded from the EDGAR database on the SEC’s internet site at http://www.sec.gov .

FOR MORE INFORMATION ON OPENING A NEW ACCOUNT,
MAKING CHANGES TO EXISTING ACCOUNTS,
PURCHASING OR REDEEMING SHARES,
OR OTHER INVESTOR SERVICES, PLEASE CALL 1-888-893-4491.

The investment company registration number is 811-21897.


 
 
 
 
 


MANAGER DIRECTED PORTFOLIOS
Pemberwick Fund

615 East Michigan Street, 3rd Floor
Milwaukee, Wisconsin 53202





STATEMENT OF ADDITIONAL INFORMATION
December 5, 2016









This Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the Fund’s current prospectus, dated December 5, 2016, as may be amended from time to time, which is incorporated herein by reference.  A copy of the current prospectus and Annual and Semi-Annual Reports, when available, may be obtained, without charge, by writing to the Fund at 615 East Michigan Street, Third Floor, Milwaukee, WI 53202 or by calling toll-free 1-888-893-4491.



TABLE OF CONTENTS
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A-1
 
GENERAL INFORMATION

Manager Directed Portfolios (the “Trust”) was organized as a Delaware statutory trust on April 4, 2006.  Effective July 1, 2016, the Trust changed its name from The Roxbury Funds to Manager Directed Portfolios.  The Declaration of Trust permits the Board of Trustees of the Trust (the “Board”) to establish series of shares, each of which constitutes a series separate and distinct from the shares of the other series.  As of the date of this SAI, the Trust offers three series: the Pemberwick Fund (the “Fund”), the Mar Vista Strategic Growth Fund, and the Hood River Small-Cap Growth Fund (each of which is offered in a separate prospectus and SAI).  The Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Fund is a non-diversified series of the Trust.

FUND HISTORY

The Fund is a newly created mutual fund that was organized to acquire the assets of the Pemberwick Fund, a series of FundVantage Trust (the “Predecessor Fund”).  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.

INVESTMENT POLICIES AND RISKS

The following information supplements the information concerning the Fund’s investment objective, policies and limitations found in the prospectus.  The Fund seeks maximum current income that is consistent with liquidity and stability of principal.  The investment objective of the Fund may be changed without shareholder approval upon 60 days’ notice to shareholders.

Bank Obligations. Bank obligations in which the Fund may invest include certificates of deposit, bankers’ acceptances and fixed time deposits, as described below.

·
BANKERS’ ACCEPTANCES .  Bankers’ acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity.

·
CERTIFICATES OF DEPOSIT .  Certificates of deposit are certificates evidencing the indebtedness of a commercial bank to repay funds deposited with it for a definite period of time (usually from 14 days to one year) at a stated or variable interest rate.  Variable rate certificates of deposit provide that the interest rate will fluctuate on designated dates based on changes in a designated base rate (such as the composite rate for certificates of deposit established by the Federal Reserve Bank of New York).  As a non-fundamental policy, the Fund may only invest in certificates of deposit issued by a commercial bank organized and doing business under the laws of the U.S. or any state, which commercial bank has surplus and undivided profits exceeding $100 million.

·
TIME DEPOSITS .  Fixed time deposits are bank obligations payable at a stated maturity date and bearing interest at a fixed rate.  Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties which vary depending upon market conditions and the remaining maturity of the obligation.  There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is no market for such deposits.  The Fund will not invest in fixed time deposits which:  (1) are not subject to prepayment or (2) provide for withdrawal penalties upon prepayment (other than overnight deposits) if, in the aggregate, more than 15% of its net assets would be invested in such deposits, repurchase agreements maturing in more than seven days and other illiquid assets.

Borrowing.   The Fund may borrow money to the extent permitted under the 1940 Act, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.  This means that, in general, the Fund may borrow money from banks on a secured basis in an amount up to 33-1/3% of the Fund’s total assets.  The Fund may also borrow money for temporary administrative purposes on an unsecured basis in an amount not to exceed 5% of the Fund’s total assets.  The Fund will not borrow to leverage the Fund in an attempt to enhance investment returns.

The 1940 Act requires the Fund to maintain continuous asset coverage of not less than 300% with respect to all borrowings.  This coverage allows the Fund to borrow for such purposes an amount (when taken together with any borrowings for temporary or emergency purposes as described below) equal to as much as 50% of the value of its net assets (not including such borrowings).  If such asset coverage should decline to less than 300% due to market fluctuations or other reasons, the Fund may be required to dispose of some of its portfolio holdings within three days in order to reduce the Fund’s debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to dispose of assets at that time.

Commercial Paper.   The Fund may invest in commercial paper.  Commercial paper consists of short-term (up to 270 days) unsecured promissory notes issued by corporations in order to finance their current operations.  As a non- fundamental policy, the Fund may only invest in commercial paper issued by a corporation organized and doing business under the laws of the United States or any state and rated in the highest or next highest category by Moody’s Investor Services, Inc. (“Moody’s”) and/or by Standard & Poor’s Financial Services LLC (“S&P”).

Corporate Debt Securities.   The Fund’s investments in U.S. dollar-denominated corporate debt securities of domestic issuers are limited to corporate debt securities (corporate bonds, debentures, notes and other similar corporate debt instruments, including convertible securities) which meet the minimum ratings criteria set forth for the Fund, or, if unrated, are in the Advisor’s opinion, or the Sub-Advisor’s opinion, as the case may be, comparable in quality to corporate debt securities in which the Fund may invest.  The rate of interest on a corporate debt security may be fixed, floating or variable, and may vary inversely with respect to a reference rate.  Debt securities may be acquired with warrants attached.

Securities rated Baa and BBB are the lowest which are considered “investment grade” obligations.  Moody’s describes securities rated Baa as “subject to moderate credit risk.  They are considered medium-grade and as such may possess certain speculative characteristics.”  S&P describes securities rated BBB as “regarded as having adequate protection parameters.  However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.”  For securities rated BBB, Fitch Ratings Ltd. (“Fitch”) states that “…expectations of default risk are currently low…capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.”

Cybersecurity Risk.   With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security and related risks.  In general, cyber incidents can result from deliberate attacks or unintentional events.  Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems ( e.g. , through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites ( i.e. , efforts to make network services unavailable to intended users).  Cyber incidents affecting the Fund or its service providers have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its net asset value (“NAV”), impediments to trading, the inability of fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs.  Similar adverse consequences could result from cyber incidents affecting issuers of securities in which the Fund invests, counterparties with which the Fund engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers for fund shareholders) and other parties.  In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.  While the Fund’s service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified.  Furthermore, the Fund cannot control the cyber security plans and systems put in place by its service providers or any other third parties whose operations may affect the Fund or its shareholders.  As a result, the Fund and its shareholders could be negatively impacted.

Debt Securities.   Debt securities represent money borrowed that obligates the issuer ( e.g. , a corporation, municipality, government, government agency) to repay the borrowed amount at maturity (when the obligation is due and payable) and usually to pay the holder interest at specific times.

The value of debt securities may be affected significantly by changes in interest rates.  Generally, when interest rates rise, a debt security’s value declines and when interest rates decline, its market value rises.  Generally, the longer a debt security’s maturity, the greater the interest rate risk and the higher its yield.  Conversely, the shorter a debt security’s maturity, the lower the interest rate risk and the lower its yield.  Individual debt securities may be subject to the credit risk of the issuer.  The underlying issuer may experience unanticipated financial problems and may be unable to meet its payment obligations.  Debt securities receiving a lower rating compared to higher rated debt securities, may have a weakened capacity to make principal and interest payments due to changes in economic conditions or other adverse circumstances.  Ratings agencies such as Moody’s, Fitch and S&P provide ratings on debt obligations based on their analyses of information they deem relevant.  Ratings are essentially opinions or judgments of the credit quality of an issuer and may prove to be inaccurate.

Illiquid Securities .  The Fund may not knowingly invest more than 15% of its net assets in illiquid securities.  Illiquid securities are securities that cannot be disposed of within seven days at approximately the value at which they are being carried on the Fund’s books.  The Board has the ultimate responsibility for determining whether specific securities are liquid or illiquid.  The Board has delegated the function of making day to day determinations of liquidity to the Advisor, pursuant to guidelines approved by the Board.  The Advisor will monitor the liquidity of securities held by the Fund and report periodically on such decisions to the Board.  If the limitations on illiquid securities are exceeded, other than by a change in market values, the condition will be reported by the Advisor to the Board.  Illiquid securities would generally include repurchase agreements with notice/termination dates in excess of seven days and certain securities which are subject to trading restrictions because they are not registered under the Securities Act of 1933, as amended (the “1933 Act”).  External market conditions may impact the liquidity of portfolio securities and may cause the Fund to sell or divest certain illiquid securities in order to comply with its limitation on holding illiquid securities, which may result in realized losses to the Fund.

Inflation-Protected Debt Securities.   The Fund may invest in inflation-protected debt securities or inflation-indexed bonds.  Obligations of the U.S. Treasury, commonly known as TIPS, (and comparable securities issued by governments of other countries) are inflation-protected obligations designed to provide inflation protection to investors.  TIPS are income-generating instruments whose interest and principal payments are adjusted for inflation.  The inflation adjustment is tied to the consumer price index (“CPI”), and TIPS’ principal payments are adjusted according to changes in the CPI.  As inflation rises, both the principal value and the interest payments increase, which can provide investors with a hedge against inflation, as it helps preserve the purchasing power of an investment.  Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds.

Investment Company Securities.  The Fund may invest in investment company securities issued by open-end investment companies to the extent permitted by the 1940 Act and the rules thereunder.  Generally, the Fund may not purchase shares of an investment company if (a) such a purchase would cause the Fund to own in the aggregate more than 3% of the total outstanding voting stock of the investment company, (b) such a purchase would cause the Fund to have more than 5% of its total assets invested in the investment company, or (c) more than 10% of the Fund’s total assets would be invested in investment companies.  As a shareholder in an investment company, the Fund would bear its pro rata portion of the investment company’s expenses, including advisory fees, in addition to its own expenses.  As a non-fundamental policy, the Fund may only invest in open-end investment companies that invest a significant portion of their assets in fixed income securities having a credit rating of “A-” or better by a nationally recognized statistical ratings organization (an “NRSRO”) or of comparable quality as determined by such company’s investment adviser and have net assets in excess of $200 million.

Money Market Funds .  The Fund may invest in the securities of money market funds, within the limits prescribed by the 1940 Act.

MORTGAGE-RELATED SECURITIES.   Mortgage-related securities are interests in pools of residential or commercial mortgage loans, including mortgage loans made by savings and loan institutions, mortgage bankers, commercial banks and others.  Pools of mortgage loans are assembled as securities for sale to investors by various governmental, government-related and private organizations.  See “Mortgage Pass-Through Securities.”  The Fund may also invest in debt securities which are secured with collateral consisting of mortgage-related securities (see “Collateralized Mortgage Obligations”).  As a non-fundamental policy, the Fund will only invest in Mortgage Pass- Through Securities, Collateralized Mortgage Obligations and Adjustable Rate Mortgage Backed Securities that are direct obligations of, or obligations guaranteed by the United States or any agency or instrumentality thereof or by a government-sponsored entity.

The recent financial downturn—particularly the increase in delinquencies and defaults on residential mortgages, falling home prices, and unemployment—has adversely affected the market for mortgage-related securities.  In addition, various market and governmental actions may impair the ability to foreclose on or exercise other remedies against underlying mortgage holders, or may reduce the amount received upon foreclosure.  These factors have caused certain mortgage-related securities to experience lower valuations and reduced liquidity.  There is also no assurance that the U.S. Government will take further action to support the mortgage-related securities industry, as it has in the past, should the economic downturn continue or the economy experience another downturn.  Further, recent legislative action and any future government actions may significantly alter the manner in which the mortgage-related securities market functions.  Each of these factors could ultimately increase the risk that the Fund could realize losses on mortgage-related securities.

Mortgage Pass-Through Securities .  Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates.  Instead, these securities provide a monthly payment which consists of both interest and principal payments.  In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities.  Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred.  Some mortgage-related securities (such as securities issued by the Government National Mortgage Association (“GNMA”)) are described as “modified pass-through.”  These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.

The rate of pre-payments on underlying mortgages will affect the price and volatility of a mortgage-related security, and may have the effect of shortening or extending the effective duration of the security relative to what was anticipated at the time of purchase.  To the extent that unanticipated rates of pre-payment on underlying mortgages increase the effective duration of a mortgage-related security, the volatility of such security can be expected to increase.

The residential mortgage market in the United States has experienced difficulties in recent years that may adversely affect the performance and market value of certain of the Fund’s mortgage-related investments.  In general, borrowers with adjustable rate mortgage loans are more sensitive to changes in interest rates, which affect their monthly mortgage payments, and may be unable to secure replacement mortgages at comparably low interest rates.  Also, during the recent recession, a number of residential mortgage loan originators experienced serious financial difficulties or bankruptcy.  Owing largely to the foregoing, reduced investor demand for mortgage loans and mortgage-related securities and increased investor yield requirements have caused limited liquidity in the secondary market for certain mortgage-related securities, which can adversely affect the market value of mortgage-related securities.  It is possible that such limited liquidity in such secondary markets could continue or worsen.

Agency Mortgage-Related Securities .  The principal governmental guarantor of mortgage-related securities is GNMA.  GNMA is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development.  GNMA is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of mortgages insured by the Federal Housing Administration (the “FHA”), or guaranteed by the Department of Veterans Affairs (the “VA”).

Government-related guarantors ( i.e. , not backed by the full faith and credit of the U.S. Government) include the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”).  FNMA is a government- sponsored corporation.  FNMA purchases conventional ( i.e. , not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers.  Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA, but are not backed by the full faith and credit of the U.S. Government.  FHLMC was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing.  It is a government-sponsored corporation that issues Participation Certificates (“PCs”), which are pass-through securities, each representing an undivided interest in a pool of residential mortgages.  FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. Government.

On September 6, 2008, the Federal Housing Finance Agency (“FHFA”) placed FNMA and FHLMC into conservatorship.  As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC.  FHFA selected a new chief executive officer and chairman of the board of directors for each of FNMA and FHLMC.

In connection with the conservatorship, the U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement with each of FNMA and FHLMC pursuant to which the U.S. Treasury will purchase up to an aggregate of $100 billion of each of FNMA and FHLMC to maintain a positive net worth in each enterprise.  This agreement contains various covenants that severely limit each enterprise’s operations.  In exchange for entering into these agreements, the U.S. Treasury received $1 billion of each enterprise’s senior preferred stock and warrants to purchase 79.9% of each enterprise’s common stock.  On February 18, 2009, the U.S. Treasury announced that it was doubling the size of its commitment to each enterprise under the Senior Preferred Stock Program to $200 billion.  The U.S. Treasury’s obligations under the Senior Preferred Stock Program are for an indefinite period of time for a maximum amount of $200 billion per enterprise.

FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities.  The Senior Preferred Stock Purchase Agreement is intended to enhance each of FNMA’s and FHLMC’s ability to meet its obligations.  The FHFA has indicated that the conservatorship of each enterprise will end when the director of FHFA determines that FHFA’s plan to restore the enterprise to a safe and solvent condition has been completed.

Under the Federal Housing Finance Regulatory Reform Act of 2008 (the “Reform Act”), which was included as part of the Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver, has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFA’s appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of FNMA’s or FHLMC’s affairs.  The Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver.

FHFA, in its capacity as conservator, has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC because FHFA views repudiation as incompatible with the goals of the conservatorship.  However, in the event that FHFA, as conservator or if it is later appointed as receiver for FNMA or FHLMC, were to repudiate any such guaranty obligation, the conservatorship or receivership estate, as applicable, would be liable for actual direct compensatory damages in accordance with the provisions of the Reform Act.  Any such liability could be satisfied only to the extent of FNMA’s or FHLMC’s assets available therefor.

In the event of repudiation, the payments of interest to holders of FNMA or FHLMC mortgage-backed securities would be reduced if payments on the mortgage loans represented in the mortgage loan groups related to such mortgage-backed securities are not made by the borrowers or advanced by the servicer.  Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to offset any shortfalls experienced by such mortgage-backed security holders.

Further, in its capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent.  Although FHFA has stated that it has no present intention to do so, if FHFA, as conservator or receiver, were to transfer any such guaranty obligation to another party, holders of FNMA or FHLMC mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.  In addition, certain rights provided to holders of mortgage-backed securities issued by FNMA and FHLMC under the operative documents related to such securities may not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or any future receivership.  The operative documents for FNMA and FHLMC mortgage-backed securities may provide (or with respect to securities issued prior to the date of the appointment of the conservator may have provided) that upon the occurrence of an event of default on the part of FNMA or FHLMC, in its capacity as guarantor, which includes the appointment of a conservator or receiver, holders of such mortgage-backed securities have the right to replace FNMA or FHLMC as trustee if the requisite percentage of mortgage-backed securities holders consent.  The Reform Act prevents mortgage-backed security holders from enforcing such rights if the event of default arises solely because a conservator or receiver has been appointed.  The Reform Act also provides that no person may exercise any right or power to terminate, accelerate or declare an event of default under certain contracts to which FNMA or FHLMC is a party, or obtain possession of or exercise control over any property of FNMA or FHLMC, or affect any contractual rights of FNMA or FHLMC, without the approval of FHFA, as conservator or receiver, for a period of 45 or 90 days following the appointment of FHFA as conservator or receiver, respectively.

In addition, in a February 2011 report to Congress from the Treasury Department and the Department of Housing and Urban Development, the Obama administration provided a plan to reform America’s housing finance market.  The plan would reduce the role of and eventually eliminate FNMA and FHLMC.  Notably, the plan does not propose similar significant changes to GNMA, which guarantees payments on mortgage-related securities backed by federally insured or guaranteed loans such as those issued by the Federal Housing Association or guaranteed by the Department of Veterans Affairs.  The report also identified three proposals for Congress and the administration to consider for the long-term structure of the housing finance markets after the elimination of FNMA and FHLMC, including implementing: (i) a privatized system of housing finance that limits government insurance to very limited groups of creditworthy low- and moderate-income borrowers; (ii) a privatized system with a government backstop mechanism that would allow the government to insure a larger share of the housing finance market during a future housing crisis; and (iii) a privatized system where the government would offer reinsurance to holders of certain highly-rated mortgage-related securities insured by private insurers and would pay out under the reinsurance arrangements only if the private mortgage insurers were insolvent.

Collateralized Mortgage Obligations (“CMOs”) .  A CMO is a debt obligation of a legal entity that is collateralized by mortgages and divided into classes.  Similar to a bond, interest and prepaid principal is paid, in most cases, on a monthly basis.  CMOs may be collateralized by whole mortgage loans or private mortgage bonds, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or FNMA, and their income streams.

CMOs are structured into multiple classes, often referred to as “tranches,” with each class bearing a different stated maturity and entitled to a different schedule for payments of principal and interest, including pre-payments.  Actual maturity and average life will depend upon the pre-payment experience of the collateral.  In the case of certain CMOs (known as “sequential pay” CMOs), payments of principal received from the pool of underlying mortgages, including pre-payments, are applied to the classes of CMOs in the order of their respective final distribution dates.  Thus, no payment of principal will be made to any class of sequential pay CMOs until all other classes having an earlier final distribution date have been paid in full.

In a typical CMO transaction, a corporation (“issuer”) issues multiple series ( e.g. , A, B, C, Z) of CMO bonds (“Bonds”).  Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (“Collateral”).  The Collateral is pledged to a third party trustee as security for the Bonds.  Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z.  The Series A, B, and C Bonds all bear current interest.  Interest on the Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off.  When the Series A, B, and C Bonds are paid in full, interest and principal on the Series Z Bond begins to be paid currently.  CMOs may be less liquid and may exhibit greater price volatility than other types of mortgage-backed or asset-backed securities.

As CMOs have evolved, some classes of CMO bonds have become more common.  For example, the Fund may invest in parallel-pay and planned amortization class (“PAC”) CMOs and multi-class pass through certificates.  Parallel-pay CMOs and multi-class pass- through certificates are structured to provide payments of principal on each payment date to more than one class.  These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which, as with other CMO and multi-class pass-through structures, must be retired by its stated maturity date or final distribution date but may be retired earlier.  PACs generally require payments of a specified amount of principal on each payment date.  PACs are parallel-pay CMOs with the required principal amount on such securities having the highest priority after interest has been paid to all classes.  Any CMO or multi-class pass through structure that includes PAC securities must also have support tranches—known as support bonds, companion bonds or non-PAC bonds—which lend or absorb principal cash flows to allow the PAC securities to maintain their stated maturities and final distribution dates within a range of actual prepayment experience.  These support tranches are subject to a higher level of maturity risk compared to other mortgage-related securities, and usually provide a higher yield to compensate investors.  If principal cash flows are received in amounts outside a pre-determined range such that the support bonds cannot lend or absorb sufficient cash flows to the PAC securities as intended, the PAC securities are subject to heightened maturity risk.

Adjustable Rate Mortgage-Backed Securities .  Adjustable rate mortgage-backed securities (“ARMBSs”) have interest rates that reset at periodic intervals.  Acquiring ARMBSs permits the Fund to participate in increases in prevailing current interest rates through periodic adjustments in the coupons of mortgages underlying the pool on which ARMBSs are based.  Such ARMBSs generally have higher current yield and lower price fluctuations than is the case with more traditional fixed income debt securities of comparable rating and maturity.  In addition, when prepayments of principal are made on the underlying mortgages during periods of rising interest rates, the Fund can reinvest the proceeds of such prepayments at rates higher than those at which they were previously invested.  Mortgages underlying most ARMBSs, however, have limits on the allowable annual or lifetime increases that can be made in the interest rate that the mortgagor pays.  Therefore, if current interest rates rise above such limits over the period of the limitation, the Fund, when holding an ARMBS, does not benefit from further increases in interest rates.  Moreover, when interest rates are in excess of coupon rates ( i.e. , the rates being paid by mortgagors) of the mortgages, ARMBSs behave more like fixed income securities and less like adjustable rate securities and are subject to the risks associated with fixed income securities.  In addition, during periods of rising interest rates, increases in the coupon rate of adjustable rate mortgages generally lag current market interest rates slightly, thereby creating the potential for capital depreciation on such securities.

Municipal Securities.   The Fund may invest in debt obligations issued by or on behalf of states, possessions and territories of the U.S., including political subdivisions (such as counties, cities, towns and school and other districts), agencies and authorities thereof (collectively, “municipal securities”).  Municipal obligations are issued by such governmental entities to obtain funds for various public purposes, including the construction of a wide range of public facilities, the refunding of outstanding obligations, the payment of general operating expenses and the extension of loans to public institutions and facilities, not-for-profit organizations, businesses and developers.  Yields on municipal securities are the product of a variety of factors, including the general conditions of the money market and of the municipal bond and municipal note markets, the size of a particular offering, the maturity of the obligation and the rating of the issue.  Although the interest on municipal securities may be exempt from federal income tax if received by an individual, dividends paid by the Fund to its shareholders are not expected to be tax-exempt unless at least 50% of the Fund’s total assets at the end of each quarter of its taxable year consist of qualified municipal securities.  A brief description of some typical types of municipal securities follows:

General Obligation Securities .  General obligation bonds are supported by the issuer’s full faith and credit and taxing authority.  The issuer must levy and collect taxes sufficient to pay principal and interest on the bonds.  However, in some cases the issuer’s authority to levy additional taxes may be limited by its charter or state law.

Revenue or Special Obligation Bonds .  Revenue bonds are payable solely from specific income or revenues received by the issuer, often from its operation of a governmental enterprise or authority such as an electric or water utility, sewer system, parks, hospitals or other health authority, bus, train, subway, highway, airport or other transportation system, or housing authority.  Some revenue bonds may be issued for other public purposes, such as financing the development of an industrial park or commercial district or construction of a new stadium, parking structure or stadium.  The revenues may consist of specific taxes, assessments, tolls, fees, or other types of municipal revenues.  Although issued by municipal authorities, revenue bonds are generally not secured by the taxing power of the municipality but by the revenues of the authority derived from payments by users of the services or owners and operators of the facility financed with the proceeds of the bonds.  Bonds or other obligations of housing financing authorities may have various forms of security, such as reserve funds, insured or subsidized mortgages and net revenues from projects, but they are not backed by a pledge of the issuer’s credit.  The credit quality of revenue bonds is usually related to the credit standing of the enterprise being financed but can, if applicable, be tied to the credit worthiness of an institution which provides a guarantee, letter of credit or other credit enhancement for the bond issue.

Municipal Lease Obligations .  Municipal lease obligations may take the form of a lease, an installment purchase or a conditional sale contract issued by state and local governments and authorities to acquire land, equipment and facilities.  Usually, the Fund will purchase a participation interest in a municipal lease obligation from a bank or other financial intermediary.  The participation interest gives the holder a pro-rata, undivided interest in the total amount of the obligation.  These obligations typically are not fully backed by the municipality’s credit, and their interest may become taxable if the lease is assigned.  If the funds are not appropriated for the following year’s lease payments, the lease may terminate, with the possibility of default on the lease obligation and significant loss to the Fund.  Finally, the lease may be illiquid.

Anticipation Notes .  Anticipation notes are securities issued in anticipation of the receipt of taxes, grants, bond proceeds, or other municipal revenues.  These may be in the form of bond anticipation notes, tax anticipation notes, tax and revenue anticipation notes, and revenue anticipation notes.  For example, many municipalities collect property taxes once a year.  Such municipalities may issue tax anticipation notes to fund their operations prior to collecting these taxes.  The issuers then repay the tax anticipation notes at the end of their fiscal year, either with collected taxes or proceeds from newly issued notes or bonds.  Bond anticipation notes are notes that are intended to be refinanced through a subsequent offering of longer term bonds.

Industrial Development Bonds (“IDBs”) and Private Activity Bonds (“PABs”) .  IDBs and PABs are specific types of revenue bonds issued on or on behalf of public authorities to finance various privately operated facilities such as educational, hospital or housing facilities, local facilities for water supply, gas, electricity, sewage or solid waste disposal, and industrial or commercial facilities.  PABs generally are IDBs issued after April 15, 1986.  These obligations are included within the term “municipal bonds” if the interest paid on them is exempt from federal income tax in the opinion of the bond issuer’s counsel.  IDBs and PABs are in most cases revenue bonds and thus are not payable from the unrestricted revenues of the issuer.  The credit quality of the IDBs and PABs is usually directly related to the credit standing of the user of the facilities being financed, or some form of credit enhancement such as a letter of credit or insurance.

Resource Recovery Bonds .  Resource recovery bonds are affected by a number of factors, which may affect the value and credit quality of these revenue or special obligations.  These factors include the viability of the project being financed, environmental protection regulations and project operator tax incentives.

Tax-Exempt Commercial Paper and Short-Term Municipal Notes .  Tax-exempt commercial paper and short-term municipal notes provide for short-term capital needs and usually have maturities of one year or less.  They include tax anticipation notes, revenue anticipation notes and construction loan notes.

Construction Loan Notes .  Construction loan notes are sold to provide construction financing.  After successful completion and acceptance, many projects receive permanent financing through the FHA by way of Fannie Mae or GNMA.

Put Bonds .  Put bonds are municipal bonds which give the holder the right to sell the bond back to the issuer or a third party at a specified price and exercise date, which is typically well in advance of the bond’s maturity date.

The Fund will generally invest in municipal securities that are rated “A” or better at the time of purchase by a NRSRO or, if a rating is not available, deemed to be of comparable quality by the Advisor.

U.S. Government Obligations .  The Fund may invest in debt securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities.  Although not all obligations of agencies and instrumentalities are direct obligations of the U.S. Treasury, the U.S. Government may provide support for payment of the interest and principal on these obligations directly or indirectly.  This support can range from securities supported by the full faith and credit of the U.S.  (for example, GNMA securities), to securities that are supported solely or primarily by the creditworthiness of the issuer, such as securities of the FNMA, FHLMC, the Tennessee Valley Authority, Federal Farm Credit Banks and Federal Home Loan Banks.  In the case of obligations not backed by the full faith and credit of the U.S., the Fund must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the U.S. itself in the event the agency or instrumentality does not meet its commitments.  Whether backed by full faith and credit of the U.S. Treasury or not, U.S. Government obligations are not guaranteed against price movements due to fluctuating interest rates.

Some of the securities issued directly by the U.S. Treasury include Treasury bills (having maturities of one year or less when issued); Treasury notes (having maturities of one to ten years when issued); Treasury bonds (having maturities of more than 10 years when issued) and TIPS.  While U.S. Treasury Securities have little credit risk, they are subject to price fluctuations prior to their maturity.

As a non-fundamental policy, the Fund may only invest in U.S. Government Obligations that are direct obligations of, or obligations unconditionally guaranteed by, the United States or any agency thereof.

Variable and Floating Rate Securities.   Certain of the obligations in which the Fund may invest may be variable or floating rate obligations in which the interest rate is adjusted either at predesignated periodic intervals (variable rate) or when there is a change in the index rate of interest on which the interest rate payable on the obligation is based (floating rate).  The Fund determines the maturity of variable or floating rate instruments in accordance with United States Securities and Exchange Commission (“SEC”) rules that allow the Fund to consider certain of such instruments as having maturities that are less than the maturity date on the face of the instrument.

Warrants to Purchase Securities.   The Fund may invest in or acquire warrants to purchase fixed income securities.  Warrants are options to purchase securities at a specific price for a specific period of time.  They do not represent ownership of the securities, but only the right to buy them.  Hence, warrants have no voting rights, pay no dividends and have no rights with respect to the assets of the corporation issuing them.  The value of warrants is derived solely from capital appreciation of the underlying securities.

An investment in rights and warrants may entail greater risks than certain other types of investments.  Generally, warrants do not carry the right to receive dividends or exercise voting rights with respect to the underlying securities, and they do not represent any rights in the assets of the issuer.  In addition, although their value is influenced by the value of the underlying security, their value does not necessarily change with the value of the underlying securities, and they cease to have value if they are not exercised on or before their expiration date.  Investing in warrants increases the potential profit or loss to be realized from the investment as compared with investing the same amount in the underlying securities.

Bonds with warrants attached to purchase equity securities have many characteristics of convertible bonds and their prices may, to some degree, reflect the performance of the underlying stock.  Bonds also may be issued with warrants attached to purchase additional fixed income securities at the same coupon rate.  A decline in interest rates would permit the Fund to buy additional bonds at the favorable rate or to sell the warrants at a profit.  If interest rates rise, the warrants would generally expire with no value.

Zero Coupon Bonds.   The Fund may invest in zero‑coupon debt obligations of governmental or private issuers that generally pay no interest to their holders prior to maturity.  Zero‑coupon obligations have greater price volatility than coupon obligations of the same maturity and will not result in the payment of interest until maturity, provided that the Fund will purchase such zero‑coupon obligations only if the likely relative greater price volatility of such zero‑coupon obligations is not inconsistent with the Fund’s investment objective.  Although zero‑coupon securities pay no interest to holders prior to maturity, interest on these securities is reported as income to the Fund and therefore must be distributed to its shareholders to satisfy distribution requirements.  Accordingly, the Fund may be required to dispose of its portfolio investments under disadvantageous circumstances in order to satisfy distribution requirements.  Additional income producing securities may not be able to be purchased with cash used to make such distributions and its current income ultimately may be reduced as a result.

Temporary Defensive Positions.   The Fund may, without limit, invest in U.S. Government securities, commercial paper and other money market instruments, money market funds, cash or cash equivalents in response to adverse market conditions, as a temporary defensive position.  The result of this action may be that the Fund will be unable to achieve its investment objective.

Portfolio Turnover.   The portfolio turnover rate is calculated by dividing the lesser of purchases or sales of portfolio securities by the average monthly value of the Fund’s portfolio securities.  For purposes of this calculation, portfolio securities exclude all securities having a maturity when purchased of one year or less.  High portfolio turnover may result in increased brokerage costs to the Fund and also adverse tax consequences to the Fund’s shareholders.

There has not been any significant variation in the Predecessor Fund’s portfolio turnover rates over the two most recently completed fiscal years.  The Adviser does not anticipate significant variation in the portfolio turnover rate from that reported in the Predecessor Fund’s Prospectus for its last fiscal year.  However, the annual portfolio turnover may be significantly higher during periods when the investment strategy is transitioning to new sectors that the Advisor or Sub-Advisor, as the case may be, believes present more attractive investment opportunities.

DISCLOSURE OF FUND HOLDINGS

The Fund has policies and procedures in place regarding the disclosure of Fund portfolio holdings designed to allow disclosure of Fund holdings information where it is deemed appropriate for the Fund’s operations or it is determined to be useful to the Fund’s shareholders without compromising the integrity or performance of the Fund.  Except when there are legitimate business purposes for selective disclosure of the Fund’s holdings, the Fund will not provide or permit others to provide information about the Fund’s holdings on a selective basis.

The Fund provides Fund holdings information as required in regulatory filings and shareholder reports, disclose Fund holdings information as required by federal or state securities laws, and may disclose Fund holdings information in response to requests by governmental authorities.  Regulatory filings with Fund holdings information are made approximately 60 days after the end of each fiscal quarter.

The Fund may, but is not required to, disclose certain of the Fund’s portfolio holdings information on the Advisor or Sub-Advisor’s website or in other communications made available to all shareholders.  Such portfolio holdings disclosures may include the Fund’s complete portfolio holdings, the number of securities the Fund holds, a summary schedule of investments, the Fund’s top ten holdings, or a percentage breakdown of the Fund’s investments by country, sector and industry, or particular holdings.  The Advisor or Sub-Advisor may not selectively disclose such information unless all of the information is disclosed by one of the above methods to all shareholders.

The Fund may disclose information relating to the Fund’s portfolio holdings to:

·
certain “independent reporting agencies” recognized by the SEC to be acceptable agencies for the reporting of industry statistical information;
·
financial consultants to assist them in determining the suitability of the Fund as an investment for their clients; and
·
service providers who require access to the information: (i) in order to fulfill their contractual duties relating to the Fund; (ii) to facilitate the transition of a newly hired investment adviser prior to the commencement of its duties; (iii) to facilitate the review of the Fund by a ranking or ratings agency; or (iv) for the purpose of due diligence regarding a merger or acquisition. 

The Fund may also disclose such information in accordance with ongoing arrangements with certain third parties, as discussed below.  In addition, such disclosures may be made by the Adviser’s trading desk to broker-dealers in connection with the purchase or sale of securities on behalf of the Fund.  Finally, the Fund may disclose such information in such other limited circumstances as the Board or a committee thereof deems appropriate, subject to a confidentiality agreement and trading restrictions.

In order to mitigate conflicts between the interests of Fund shareholders, on the one hand, and those of the Fund’s investment advisor or sub-advisor, or principal underwriter, or any affiliated person of the Fund, its investment advisor or sub-advisor, or principal underwriter, on the other, the Trust’s Chief Compliance Officer must approve a non-public disclosure of Fund holdings, other than the ongoing arrangements described above, which have been approved by the Trust’s Board.  The Trust’s Chief Compliance Officer must report all such arrangements to disclose Fund holdings information to the Trust’s Board on a quarterly basis, which will review such arrangements and terminate them if it determines such disclosure arrangements are not in the best interests of shareholders.  Before any non-public disclosure of information about the Fund’s holdings, the Chief Compliance Officer will require the recipient of such non-public Fund holdings information to agree, or provide proof of an existing duty, to keep the information confidential and to agree not to trade directly or indirectly based on the information or to use the information to form a specific recommendation about whether to invest in the Fund or any other security.  Under no circumstances may the Trust or an investment adviser or their affiliates receive any consideration or compensation for disclosing Fund holdings information.  The Trust may request certifications from senior officers of authorized recipients that the recipient is using the Fund’s holdings information only in a manner consistent with the Trust’s policies and procedures and any applicable confidentiality agreement.

Each of the following third parties have been approved to receive Fund holdings information:  (i) U.S. Bancorp Fund Services LLC (“USBFS”), the Fund’s administrator, transfer agent and fund accounting agent; (ii) the Fund’s independent public accounting firm; (iii) financial printers, solely for the purpose of preparing Fund reports or regulatory filings; (iv) U.S. Bank N.A., the Fund’s custodian in connection with its custody of the Fund’s assets; and (v) Godfrey & Kahn, S.C., Trust counsel.  Information may be provided to these parties at any time on conditions of confidentiality.  “Conditions of Confidentiality” include confidentiality items included in written agreements, implied by the nature of the relationship or required by fiduciary or regulatory principles.  The Fund’s investment advisor and other service providers will establish procedures to ensure that the Fund’s portfolio holdings information is only disclosed in accordance with these policies.  Except for the foregoing, the Trust has no ongoing arrangements to provide portfolio holdings information.

INVESTMENT LIMITATIONS

The Fund has adopted the investment limitations set forth below.  Except with respect to the asset coverage requirement under Section 18(f)(1) of the 1940 Act with respect to borrowing, if any percentage restriction on investment or utilization of assets is adhered to at the time an investment is made, a later change in percentage resulting from a change in the market values of the Fund or its assets or redemptions of shares will not be considered a violation of the limitation.  The asset coverage requirement under Section 18(f)(1) of the 1940 Act with respect to borrowings is an ongoing requirement.

The following non-fundamental policies apply to the Fund and the Board may change them without shareholder approval unless shareholder approval is required by the 1940 Act or the rules and regulations thereunder.  The Fund will not:

1.
Issue senior securities or borrow money, except as permitted under the 1940 Act and the rules and regulations thereunder, and then not in excess of 33-1/3% of the Fund’s total assets (including the amount of the senior securities issued but reduced by any liabilities not constituting senior securities) at the time of the issuance or borrowing, except that the Fund may borrow up to an additional 5% of its total assets (not including the amount borrowed) for temporary purposes such as clearance of portfolio transactions and share redemptions;

2.
Pledge, mortgage or hypothecate its assets except to secure indebtedness permitted to be incurred by the Fund;

3.
Underwrite any issue of securities, except to the extent that the Fund may be considered to be acting as underwriter in connection with the disposition of any portfolio security;

4.
Except with respect to the banking industry, invest 25% or more of the value of the Fund’s assets in securities of issuers in any one industry.  This restriction does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or to securities issued by other investment companies.  For purposes of this limitation states, municipalities and their political subdivisions are not considered to be part of any industry.  The Fund will invest at least 25% of its assets in securities issued by companies in the banking industry;

5.
Purchase or sell real estate or interests therein, although the Fund may purchase securities of issuers which engage in real estate operations and securities secured by real estate or interests therein, including real estate investment trusts;

6.
Purchase or sell physical commodities, unless acquired as a result of owning securities or other instruments;

7.
Make loans, except loans of portfolio securities or through repurchase agreements, provided that for purposes of this restriction, the acquisition of bonds, debentures, other debt securities or instruments, or participations or other interests therein and investments in government obligations, commercial paper, certificates of deposit, bankers’ acceptances or similar instruments will not be considered the making of a loan;

8.
Engage in short sales of securities or maintain a short position, except that the Fund may sell short “against the box”;

9.
Purchase securities on margin except for the use of short-term credit necessary for the clearance of purchases and sales of portfolio securities; or

10.
Purchase securities if its outstanding borrowings exceed 5% of the value of its total assets.

For the purpose of applying the limitation set forth in item (4) above, an issuer shall be deemed the sole issuer of a security when its assets and revenues are separate from other governmental entities and its securities are backed only by its assets and revenues.  Similarly, in the case of a non-governmental user, such as an industrial corporation or a privately owned or operated hospital, if the security is backed only by the assets and revenues of the nongovernmental user, then such non-governmental user would be deemed to be the sole issuer.  Where a security is also backed by the enforceable obligation of a superior or unrelated governmental entity or other entity (other than a bond insurer), it shall also be included in the computation of securities owned that are issued by such governmental or other entity.  Where a security is guaranteed by a governmental entity or some other facility, such as a bank guarantee or letter of credit, such a guarantee or letter of credit would be considered a separate security and would be treated as an issue of such government, other entity or bank.  Where a security is insured by bond insurance, it shall not be considered a security issued or guaranteed by the insurer; instead the issuer of such security will be determined in accordance with the principles set forth above.  The foregoing restrictions do not limit the percentage of the Fund’s assets that may be invested in securities insured by any single insurer.  With regard to the statement that the restriction set forth in item (4) above does not apply to securities issued by other investment companies, the SEC staff has maintained that a fund should consider the underlying investments of investment companies in which the fund is invested when determining concentration of the fund.  The Fund will look through to the underlying holdings of investment companies in which the Fund is invested when determining the concentration of the Fund.

Any percentage limitations with respect to the investment of the Fund’s assets or quality requirement of issues or issuers in which the Fund invests are applied at the time of purchase.

TRUSTEES AND OFFICERS

The business and affairs of the Trust are managed under the oversight of the Board (the “Board”), subject to the laws of the State of Delaware and the Trust’s Agreement and Declaration of Trust.  The Board is currently comprised of three trustees who are not interested persons of the Trust within the meaning of the 1940 Act (the “Independent Trustees”) and one interested person of the Trust (the “Interested Trustee”).  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.

Name (Year of Birth) and Address (1)
Position(s) Held
with Trust and
Length of Time
Served (3)
Principal Occupation(s) During
Past Five Years
Number of
Funds in
Fund
Complex
Overseen by
Trustee
Other Directorships
Held by Trustee
During Past Five
Years
INTERESTED TRUSTEE
James R. Schoenike (2)
(Born 1959)
Trustee since July 2016
President and CEO, Board of Managers, Quasar Distributors, LLC, since 2000
3
None
INDEPENDENT TRUSTEES
Gaylord B. Lyman
(Born 1962)
 
Trustee and Audit Committee Chairman, since April 2015
 
Managing Director of Kohala Capital Partners, LLC, since 2011; Vice President, Becker Capital Management, Inc. (1997 – 2011)
 
3
None
Scott Craven Jones
(Born 1962)
 
Trustee since July 2016
Managing Director, Carne Global Financial Services (US) LLC, since 2013; Adviser, Wanzenburg Partners (2012 – 2013); Chief Operating Officer and Chief Financial Officer, Aurora Investment Management (2010 – 2012)
 
3
Director, Guestlogix Inc. (a provider of ancillary-focused technology to the travel industry) (2015-2016)
Lawrence T. Greenberg
(Born 1963)
 
Trustee since July 2016
Vice President and Secretary, The Motley Fool Funds Trust, since 2009; Senior Vice President and Chief Legal Officer, The Motley Fool Holdings, Inc., since 1996; General Counsel, Motley Fool Asset Management, LLC, since 2008; Manager, Motley Fool Wealth Management, LLC, since 2013; Adjunct Professor, Washington College of Law, American University, since 2006
3
None

(1) The address of each Trustee as it relates to the Trust’s business is c/o U.S. Bancorp Fund Services LLC, 615 East Michigan Street, Milwaukee, WI 53202.
(2) Mr. Schoenike is an Interested Trustee by virtue of his position as President of Quasar Distributors, LLC, the Funds’ distributor.
(3) 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.

As of September 30, 2016, 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 Trust’s investment adviser 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 (Year of Birth) and
 Address
Position(s) Held with Trust and
Length of Time Served (3)
Principal Occupation(s) During
Past Five Years
Douglas J. Neilson (1)
(Born 1975)
 
President and Principal Executive
Officer, since July 1, 2016
Vice President, Compliance and Administration, USBFS, since 2001
 
Matthew J. McVoy (1)
(Born 1980)
Treasurer and Principal Financial
Officer, since July 1, 2016
Assistant Vice President, Compliance and Administration, USBFS, since 2005
 
Nathan R. Bentley, CPA (1)
(Born 1983)
Assistant Treasurer, since July 1, 2016
Officer, Compliance and Administration, USBFS, since 2012; Master of Science, Accounting Graduate, University of Wisconsin-Milwaukee (2010 – 2012)
 
Gerard Scarpati (2)
(Born 1955)
Chief Compliance Officer and
Anti-Money Laundering Compliance
Officer, since July 1, 2016
 
Compliance Director, Vigilant Compliance, LLC, since 2010
Rachel A. Spearo (1)
(Born 1979)
Secretary, since October 31, 2016
Vice President, Compliance and Administration, USBFS, since 2004

(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.

Leadership Structure and Responsibilities of the Board and the Committee.   The Board has selected James R. Schoenike, an Interested Trustee, to act as Chairman.  Mr. Schoenike’s duties include presiding at meetings of the Board and interfacing with management to address significant issues that may arise between regularly scheduled Board and Committee meetings.  In the performance of his duties, Mr. Schoenike will consult with the Independent Trustees and the Trust’s Officers and legal counsel, as appropriate.  The Chairman may perform other functions as requested by the Board from time to time.  The Board has not appointed a lead Independent Trustee.

The Board meets as often as necessary to discharge its responsibilities.  Currently, the Board conducts regular quarterly meetings and may hold special in-person or telephonic meetings as necessary to address specific issues that require attention prior to the next regularly scheduled meeting.  The Board also relies on professionals, such as the Trust’s independent registered public accounting firm and legal counsel, to assist the Trustees in performing their oversight responsibilities.  The Board held seven meetings during the fiscal year ended June 30, 2016.

The Board has established one standing committee - the Audit Committee.  The Board may establish other committees, or nominate one or more Trustees to examine particular issues related to the Board’s oversight responsibilities, from time to time.  The Audit Committee generally meets twice annually to perform its delegated oversight functions and reports its findings and recommendations to the Board.  For more information on the Committee, see the section “Audit Committee,” below.

The Board has determined that the Trust’s leadership structure is appropriate because it allows the Board to effectively perform its oversight responsibilities.

Audit Committee.   The Audit Committee is comprised of all of the Independent Trustees.  Mr. Lyman serves as the chairman of the Committee.  Pursuant to its charter, the Audit Committee has the responsibility, among others, to (1) select the Trust’s independent auditors; (2) review and approve the scope of the independent auditors’ audit activity; (3) review the financial statements which are the subject of the independent auditors’ certifications; and (4) review with such independent auditors the adequacy of the Trust’s basic accounting system and the effectiveness of the Trust’s internal accounting controls.  Mr. Lyman and Mr. Jones serve as the Audit Committee’s “audit committee financial experts.” The Audit Committee held two meetings during the fiscal year ended June 30, 2016.

Trustee Experience, Qualifications, Attributes and/or Skills.   The following is a brief discussion of the experience, qualifications, attributes and/or skills that led to the Board’s conclusion that each individual identified below is qualified to serve as a Trustee of the Trust.  In determining that a particular Trustee was qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which was controlling.  The Board believes that the Trustees’ ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the advisers, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties, support the conclusion that each Trustee is qualified to serve as a Trustee of the Trust.  Many Trustee attributes involve intangible elements, such as intelligence, work ethic, the ability to work together, the ability to communicate effectively and the ability to exercise judgment, ask incisive questions, manage people and develop solutions to problems.

Mr. Schoenike has been a trustee of the Trust since July 2016 and serves as the Chairman of the Board.  Mr. Schoenike has been in the securities industry since 1981.  He has been employed by various subsidiaries of U.S. Bancorp since 1990.  In 2000, Mr. Schoenike was instrumental in establishing Quasar, a FINRA member broker-dealer dedicated to underwriting and distributing mutual funds, of which he now serves as President and Chief Executive Officer.  Since 1992, Mr. Schoenike has participated in the FINRA securities arbitration program as an industry arbitrator.  His FINRA registrations include a series 7, 63, 24 (General Securities Principal), 4 (Options Principal), and 53 (Municipal Securities Principal), and he is also registered as an Operations Principal.

Mr. Lyman has been a trustee of the Trust since April 2015, serves as Chairman of the Audit Committee and has been designated as an audit committee financial expert for the Trust.  Mr. Lyman has over 15 years of experience in the investment management industry.  He has been the Managing Director and portfolio manager of Kohala Capital Partners, an investment adviser, since 2011.  Prior to that, he served as a vice president and portfolio manager of Becker Capital Management, Inc., an investment adviser.  Mr. Lyman has an MBA and holds the Chartered Financial Analyst designation.

Mr. Jones has been a trustee of the Trust since July 2016, serves on the Audit Committee, and has been designated as an audit committee financial expert for the Trust.  Mr. Jones has over 25 years of experience in the asset management industry as an attorney and executive, holding various roles including Chief Operating Officer, Chief Financial Officer and Chief Administrative Officer, with asset class experience ranging from municipal bonds to hedge funds.  Mr. Jones has served as a Managing Director of Carne Global Financial Services (US) LLC since 2013.  Prior to that, he was an Adviser to Wanzenburg Partners and served as Chief Operating Officer and Chief Financial Officer to Aurora Investment Management.  He has a Juris Doctorate degree from Northwestern University School of Law and holds the Chartered Financial Analyst designation.

Mr. Greenberg has been a trustee of the Trust since July 2016, and serves on the Audit Committee.  Mr. Greenberg has over 20 years of experience in the securities industry.  He has been Chief Legal Officer and Senior Vice President of The Motley Fool Holdings, Inc. since 1996, and Vice President and Secretary of The Motley Fool Funds Trust, an open-end management investment company with three portfolios, since 2009.  He has also served as General Counsel to Motley Fool Asset Management, LLC since 2008 and Manager of Motley Fool Wealth Management, LLC since 2013.  Mr. Greenberg is a Director of The Motley Fool Holdings, Inc.’s wholly-owned subsidiaries in the United Kingdom, Australia, Canada, Singapore, and Germany.  He has a Master’s degree and a Juris Doctorate degree from Stanford University.

Risk Oversight.  The Board performs its risk oversight function for the Trust through a combination of (1) direct oversight by the Board as a whole and the Board committee and (2) indirect oversight through the investment advisers and other service providers, Trust Officers and the Trust’s Chief Compliance Officer.  The Trust is subject to a number of risks, including but not limited to investment risk, compliance risk, operational risk and reputational risk.  Day-to-day risk management with respect to each Fund is the responsibility of the investment advisers or other service providers (depending on the nature of the risk) that carry out the Trust’s investment management and business affairs.  Each of the investment advisers and the other service providers have their own independent interest in risk management and their policies and methods of risk management will depend on their functions and business models and may differ from the Trust’s and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls.

The Board provides risk oversight by receiving and reviewing on a regular basis reports from the investment advisers and other service providers, receiving and approving compliance policies and procedures, periodic meetings with each Fund’s portfolio managers to review investment policies, strategies and risks, and meeting regularly with the Trust’s Chief Compliance Officer to discuss compliance reports, findings and issues.  The Board also relies on the investment advisers and other service providers, with respect to the day-to-day activities of the Trust, to create and maintain procedures and controls to minimize risk and the likelihood of adverse effects on the Trust’s business and reputation.

Board oversight of risk management is also provided by the Board’s Audit Committee.  The Audit Committee meets with the Trust’s independent registered public accounting firm to ensure that the Trust’s audit scope includes risk-based considerations as to the Trust’s financial position and operations.

The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.  The Board’s oversight role does not make the Board a guarantor of the Trust’s investments or activities.

Security and Other Interests.    The following table shows the dollar range of equity securities owned beneficially by the Trustees, as well as each Trustee’s aggregate ownership in all series of the Trust, as of December 31, 2015.  Each Trustee’s ownership is stated as one of the following dollar ranges:  None; $1-$10,000; $10,001-$50,000; $50,001-$100,000; or over $100,000.

Name of Trustee
Dollar Range of Equity
Securities in the Fund
Aggregate Dollar Range of
Equity Securities in All
Series of the Trust
Gaylord B. Lyman
None
None
James R. Schoenike
None
None
Scott Craven Jones
None
None
Lawrence T. Greenberg
None
None

Compensation.   For their services as Trustees, the Independent Trustees receive from the Trust an annual retainer in the amount of $6,000; $2,000 for each Board and Audit Committee  meeting attended in person; $2,000 for each special Board and Audit Committee meeting attended by telephone; and reimbursement for reasonable out-of-pocket expenses incurred in connection with attendance at Board or committee meetings.  The Audit Committee Chair receives an additional $1,000 annual retainer.

Because the Fund has recently commenced operations, the following compensation figures represent estimates from the date of this SAI through the fiscal year ending March 31, 2017:

Independent Trustee
Aggregate
Compensation
from Fund
Pension or
Retirement
Benefits
Accrued as Part
of Trust
Expenses
Estimated
Annual Benefits
Upon
Retirement
Total
Compensation
from Fund and
the Trust 3 Paid to
Trustees:
Gaylord Lyman (1),(2)
$2,500
$0
$0
$7,500
Lawrence Greenberg (2)
$2,333
$0
$0
$7,000
Scott Craven Jones (2)
$2,333
$0
$0
$7,000
(1)
Audit Committee chairman.
(2)
Audit Committee member.
(3)
There are currently two other portfolios within the Trust.

CODES OF ETHICS

In accordance with Rule 17j-1 under the 1940 Act, the Trust, the Advisor, and the Fund’s distributor have each adopted a Code of Ethics.  These Codes of Ethics permit, subject to certain conditions, personnel of the Advisor and the Fund’s distributor to invest in securities that may be purchased or held by the Fund.

On an annual basis or whenever deemed necessary, the Board reviews reports regarding the Code of Ethics relative to the Trust, including information about any material violations of the Code of Ethics.  Each Code of Ethics is publicly available as exhibits to the Fund’s registration statement filed with the SEC.

PROXY VOTING

The Fund does not invest in equity securities and thus the Fund does not expect to receive proxy solicitations or vote proxies.

In the rare event that the Fund is solicited to vote a proxy, the Board has adopted the Advisor’s proxy voting procedures and has delegated the responsibility for exercising the voting rights associated with the securities purchased and/or held by the Fund to the Advisor, subject to the Board’s continuing oversight.  In exercising its voting obligations, the Advisor is guided by general fiduciary principles.  It must act prudently, solely in the interest of the Fund, and for the purpose of providing benefits to the Fund.  The Advisor will consider the factors that could affect the value of the Fund’s investment in its determination on a vote.

The Advisor’s proxy voting procedures establish a protocol for voting of proxies in cases in which the Advisor, the Sub-Advisor or an affiliated entity has an interest that is reasonably likely to be affected by a proxy to be voted on behalf of the Fund or that could compromise the Advisor’s independence of judgment and action in voting the proxy in the best interest of the Fund’s shareholders.  The Advisor believes that consistently voting in accordance with its stated guidelines will address most conflicts of interest, and to the extent any deviation of such guidelines occurs it will be carefully assessed by a securities review committee to determine if a conflict of interest exists, and if a material conflict of interest exists, the committee will determine an appropriate resolution, which may include consultation with management or Trustees of the Trust, analyses by independent third parties, or other means necessary to ensure and demonstrate the proxy was voted in the best interests of shareholders.  The Fund is required to file annually its proxy voting record on Form N-PX with the SEC.  Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) without charge by request by calling the Fund at 1-888-893-4491; or (ii) on the SEC’s website at www.sec.gov .

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of the Fund.  A control person is one who owns beneficially or through controlled companies more than 25% of the voting securities of the Fund or acknowledges the existence of control.  A controlling person possesses the ability to control the outcome of matters submitted for shareholder vote by the Fund.

As of the date of this SAI, no person controlled the Fund and all Trustees and officers as a group owned beneficially (as the term is defined in Section 13(d) under the Securities and Exchange Act of 1934, as amended) less than 1% of the outstanding shares of the Fund.  As of the date of this SAI, and prior to the effective time of the reorganization of the Predecessor Fund into the Fund, no person was known to management to own, beneficially or of record, 5% or more of the outstanding shares of the Fund, as the Fund had not yet commenced operations.

INVESTMENT ADVISORY SERVICES

Pemberwick Investment Advisors LLC, a registered investment adviser located at 340 Pemberwick Road Greenwich, CT 06831, serves as the investment adviser to the Fund.  As of September 30, 2016, the Advisor had approximately $168 million in total assets under management.

Pursuant to an investment advisory agreement between the Trust, on behalf of the Fund, and the Advisor (the “Investment Advisory Agreement”), the Advisor manages the assets of the Fund.  The Investment Advisory Agreement has an initial term of two years and will continue in effect from year to year thereafter if such continuance is specifically approved at least annually by the Board, including a majority of the Independent Trustees, casting votes in person at a meeting called for such purpose, or by vote of a majority of the outstanding voting securities of the Fund.  The Investment Advisory Agreement may be terminated on 60 days’ written notice without penalty: (i) by vote of the Board; (ii) by the vote of a majority of the outstanding voting securities of the Fund; or (iii) by the Advisor.  The Investment Advisory Agreement will also terminate automatically in the event of its assignment as defined in the 1940 Act.

Pursuant to the Investment Advisory Agreement, the Advisor is entitled to receive an annual investment advisory fee, paid monthly, comprising 0.25% of the average daily net assets of the Fund.

Under the terms of the Investment Advisory Agreement, the Advisor agrees to: (a) direct the investments of the Fund, subject to and in accordance with the Fund’s investment objective, policies and limitations set forth in the Prospectus and this SAI; (b) purchase and sell for the Fund securities and other investments consistent with the Fund’s objective and policies; (c) furnish office space and office facilities, equipment and personnel necessary for servicing the investments of the Fund; (d) pay the salaries of all personnel of the Advisor performing services relating to research, statistical and investment activities on behalf of the Fund; (e) make available and provide such information as the Trust and/or its administrator may reasonably request for use in the preparation of its registration statement, reports and other documents required by any applicable federal, foreign or state statutes or regulations; and (f) make its officers and employees available to the Board and officers of the Trust for consultation and discussion regarding the management of the Fund and its investment activities.  Additionally, the Advisor agrees to maintain all books and records with respect to the Trust’s securities transactions required by the 1940 Act and rules thereunder (other than those records being maintained by the Trust’s administrator, custodian or transfer agent) and preserve such records for the periods prescribed therefor.  The Trust and/or the Advisor may at any time or times, upon approval by the Board and the shareholders of the Fund, enter into one or more sub-advisory agreements with a sub-adviser pursuant to which the Advisor delegates any or all of its duties as listed.

The Investment Advisory Agreement provides that the Advisor shall not be liable for any act or omission in the course of, or connected with, rendering services under the Advisory Agreement or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of the Fund, except to the extent of a loss resulting from willful misfeasance, bad faith, negligence, or reckless disregard on its part in the performance of its obligations and duties under the agreement.

Richard P. Richman, 340 Pemberwick Road, Greenwich, CT 06831, is presumed to control the Advisor through his ownership interest in the Advisor.  Richman Real Estate Investments Inc. is also an affiliate of the Advisor due to Richard P. Richman’s control of Richman Real Estate Investments Inc.

SUB-ADVISORY SERVICES

J.P. Morgan Investment Management Inc., a registered investment adviser located at 270 Park Avenue, New York, NY 10017, serves as the Sub-Advisor to the Fund pursuant to a sub-advisory agreement between the Advisor and the Sub-Advisor (the “Sub-Advisory Agreement”).  Under the terms of the Sub-Advisory Agreement, the Sub-Advisor, subject to supervision by the Advisor and the Board, has responsibility for managing the portion of the Fund’s assets allocated by the Advisor (the “Assets”) in accordance with the Fund’s investment objective, policies and limitations, as stated in the Fund’s prospectus and SAI.  The Sub-Advisor’s management of such Assets is subject to the terms and conditions indicated in the Sub-Advisory Agreement.  In addition to serving as a sub-adviser to the Fund, the Sub-Advisor serves as an investment adviser to personal investors and other investment companies and acts as fiduciary for trusts, estates and employee benefit plans.  As of September 30, 2016, the Sub-Advisor had approximately $1.7 trillion in total assets under management.

The Sub-Advisory Agreement has an initial term of two years and will continue in effect from year to year thereafter if such continuance is specifically approved at least annually by the Board, including a majority of the Independent Trustees, casting votes in person at a meeting called for such purpose.  The Sub-Advisory Agreement may be terminated, without penalty, with respect to the Fund: (i) by the Fund at any time by the vote of a majority of the Board or by the vote of a majority of the outstanding voting securities of the Fund; (ii) by the Advisor at any time on not more than 60 days’ written notice to the Sub-Advisor; or (iii) by the Sub-Advisor at any time on not more than 60 days’ written notice to the Advisor.  The Sub-Advisory Agreement will also terminate automatically in the event of its assignment as defined in the 1940 Act.

Pursuant to the terms of the Sub-Advisory Agreement, the Sub-Advisor is entitled to receive from the Advisor an annual sub-advisory fee from the Advisor of: 0.20% of the average daily net assets on the first $50 million of assets under management of the Sub-Advisor (“AUM”); 0.15% of the average daily net assets on the next $50 million of AUM; 0.125% of the average daily net assets on the next $100 million of AUM; 0.10% on the next $100 million of AUM; 0.08% of the average daily net assets on the next $200 million of AUM; 0.06% of the average daily net assets on the next $500 million of AUM; and 0.04% of the average daily net assets on AUM over $1 billion.

The Sub-Advisory Agreement provides that neither the Sub-Advisor nor its officers, directors, employees or agents shall be liable to the Advisor or the Fund for any act or omission in the course of, or connected with, rendering services under the Sub-Advisory Agreement in the absence of willful misfeasance, bad faith or negligence on the part of the Sub-Advisor, or reckless disregard of its obligations and duties thereunder.

The Sub-Advisor is a wholly-owned subsidiary of JPMorgan Asset Management Holdings Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co., a bank holding company.

SERVICE PROVIDERS

Fund Administrator, Transfer Agent and Fund Accountant
U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 (the “Administrator”) acts as the Fund’s administrator pursuant to an administration agreement between USBFS and the Trust.  The Administrator provides certain administrative services to the Fund, including, among other responsibilities, coordinating the negotiation of contracts and fees with, and the monitoring of performance and billing of, the Fund’s independent contractors and agents; preparing for signature by an officer of the Trust all of the documents required to be filed for compliance by the Trust and the Fund with applicable laws and regulations excluding those of the securities laws of various states; arranging for the computation of performance data, including NAV and yield; responding to shareholder inquiries; and arranging for the maintenance of books and records of the Fund, and providing, at its own expense, office facilities, equipment and personnel necessary to carry out its duties.  In this capacity, the Administrator does not have any responsibility or authority for the management of the Fund, the determination of investment policy, or for any matter pertaining to the distribution of Fund shares.  As compensation for its services, USBFS receives from the Fund a combined fee for fund administration and fund accounting services based on the Fund’s current average daily net assets.  USBFS is also entitled to certain out-of-pocket expenses.

USBFS also acts as fund accountant (“Fund Accountant”), transfer agent (“Transfer Agent”) and dividend disbursing agent under separate agreements with the Trust.

Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042 serves as the independent registered public accounting firm to the Fund.

Legal Counsel
Godfrey & Kahn, S.C., 833 East Michigan Street, Suite 1800, Milwaukee, WI 53202, serves as counsel to the Trust and the Independent Trustees.

Custodian
U.S. Bank N.A. (the “Custodian”), an affiliate of USBFS, serves as the custodian of the Fund’s assets pursuant to a custody agreement between the Custodian and the Trust, on behalf of the Fund, whereby the Custodian charges fees on a transactional basis plus out-of-pocket expenses.  The Custodian’s address is 1555 North River Center Drive, Suite 302, Milwaukee, Wisconsin, 53212.  The Custodian does not participate in decisions relating to the purchase and sale of securities by the Fund.  The Custodian and its affiliates may participate in revenue sharing arrangements with service providers of mutual funds in which the Fund may invest.

Compliance Services
Vigilant Compliance, LLC (“Vigilant”) provides compliance services to the Fund pursuant to a service agreement between Vigilant and the Trust.  Under this service agreement, Vigilant also provides an individual to serve as Chief Compliance Officer to the Trust, subject to the approval and oversight of the Board.  The Board has approved Mr. Scarpati to serve as Chief Compliance Officer of the Trust.

DISTRIBUTION OF SHARES

The Trust has entered into a Distribution Agreement (the “Distribution Agreement”) with Quasar Distributors, LLC (the “Distributor”), 615 East Michigan Street, Milwaukee, Wisconsin 53202, pursuant to which the Distributor acts as the Fund’s principal underwriter, provides certain administration services and promotes and arranges for the sale of the Fund’s shares.  The offering of the Fund’s shares is continuous and the Distributor distributes the Fund’s shares on a best efforts basis.  The Distributor, Administrator and Custodian are affiliated companies.  The Distributor is a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

The Distribution Agreement will continue in effect only if its continuance is specifically approved at least annually by the Board or by vote of a majority of the Fund’s outstanding voting securities and, in either case, by a majority of the Independent Trustees.  The Distribution Agreement is terminable without penalty by the Trust on behalf of the Fund on 60 days’ written notice when authorized either by a majority vote of the outstanding voting securities of the Fund or by vote of a majority of the Independent Trustees.  The Distribution Agreement is terminable without penalty by the Distributor upon 60 days’ written notice to the Trust.  The Distribution Agreement will automatically terminate in the event of its “assignment” (as defined in the 1940 Act).

PORTFOLIO MANAGERS

The management of the Fund is the responsibility of a portfolio manager employed by the Advisor.  In addition, the Advisor has engaged the Sub-Advisor to manage a portion of the Fund’s assets allocated by the Advisor.  The Advisor and the Sub-Advisor each employ portfolio managers who are responsible for the day-to-day management of the Fund or a portion thereof.

Pemberwick Investment Advisors LLC, Advisor

Other Accounts Managed .   The table below includes details regarding the number of other registered investment companies, other pooled investment vehicles and other accounts managed by the portfolio manager employed by the Advisor, total assets under management for each type of account and total assets in each type of account with performance-based advisory fees, as of September 30, 2016.

Portfolio Manager/
Type of Accounts                                               
Total
Number
of
Accounts
Managed
Total Assets
 (millions)
Number of
Accounts
Managed subject
to a Performance
Portfolio Based
Advisory Fee
Total Assets
Managed
subject to a
Performance
Based Advisory
 Fee (millions)
James Hussey
       
Registered Investment Companies:
1
$ 168
0
$ 0
Other Pooled Investment Vehicles:
0
$     0
0
$ 0
Other Accounts:
0
$     0
0
$ 0

Material Conflicts of Interest .   Material conflicts of interest that may arise in connection with a portfolio manager’s management of the Fund’s investments and investments of other accounts managed include material conflicts between the investment strategy of the Fund and the investment strategy of the other accounts managed by the portfolio manager and conflicts associated with the allocation of investment opportunities between the Fund and other accounts managed by the portfolio manager.

The Advisor may provide advisory services to other clients which invest in securities of the same type that the Fund invests in ( i.e. : fixed income securities, municipal obligations).  These include certain managed accounts which are affiliates of the Advisor.  The Advisor is aware of its obligation to ensure that when orders for the same securities are entered on behalf of the Fund and other accounts, that the Fund receives fair and equitable allocation of these orders, particularly where affiliated accounts may participate.  The Advisor attempts to mitigate potential conflicts of interest by adopting policies and procedures regarding trade execution, brokerage allocation and order aggregation which provides a methodology for ensuring fair treatment for all clients in situations where orders cannot be completely filled or filled at different prices.

Compensation .   Following is a description of the structure of, and method used to determine the compensation received by the Fund’s portfolio managers or management team members from the Fund, the Advisor, or any other source with respect to managing the Fund and any other accounts.

Richman Asset Management, Inc., an affiliate of the Advisor, compensates the Fund’s portfolio manager for the management of the Fund.  Compensation is comprised of a fixed base salary and discretionary performance cash bonus that is based on the overall success of the firm, and the individual’s responsibility and his/her performance versus expectations, which are reviewed annually.  That evaluation includes the professional’s own self-assessment of their work during the year relative to their responsibilities and also includes supervisor evaluation.  The Advisor’s compensation strategy is to provide reasonable base salaries commensurate with an individual’s responsibility and provide performance bonus awards.

Ownership of Securities .   As of September 30, 2016, Mr. Hussey did not beneficially own any shares of the Fund.

J.P. Morgan Investment Management Inc., Sub-Advisor

Other Accounts Managed .   The table below includes details regarding the number of other registered investment companies, other pooled investment vehicles and other accounts managed by the portfolio managers employed by the Sub-Advisor, total assets under management for each type of account, and total assets in each type of account with performance-based advisory fees, as of September 30, 2016.

Portfolio Manager/ Type of Accounts
Total 
Number of
Accounts
Managed
Total Assets
(millions)
Number of
Accounts
Managed
subject to a
Performance
Based Advisory
Fee
Total Assets
Managed subject to
a Performance
Based Advisory Fee
(millions)
         
Gregg F. Hrivnak
       
Registered Investment Companies:
1
$ 10,677
0
$ 0
Other Pooled Investment Vehicles:
2
$ 1,922
0
$ 0
Other Accounts:
35
$ 7, 136
0
$ 0
 
 
Portfolio Manager/ Type of Accounts
Total
Number of
Accounts
Managed
Total Assets
(millions)
Number of
Accounts
Managed
subject to a
Performance
Based Advisory
Fee
Total Assets
Managed subject to
a Performance
Based Advisory Fee
(millions)
         
Richard D. Figuly
       
Registered Investment Companies:
14
$ 25, 437
0
0
Other Pooled Investment Vehicles:
14
$ 2,962
0
0
Other Accounts:
40
$ 8, 099
0
0
         
Susan Parekh
       
Registered Investment Companies:
0
$ 0
0
0
Other Pooled Investment Vehicles:
1
$ 181
0
0
Other Accounts:
51
$ 10, 596
1
   $ 1,012

Material Conflicts of Interest .   The potential for conflicts of interest exists when portfolio managers manage other accounts with similar investment objectives and strategies as the Fund.  Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment opportunities.  Responsibility for managing the Sub-Advisor’s and its affiliates’ clients’ portfolios is organized according to investment strategies within asset classes.  Generally, client portfolios with similar strategies are managed by portfolio managers in the same portfolio management group using the same objectives, approach and philosophy.  Underlying sectors or strategy allocations within a larger portfolio are likewise managed by portfolio managers who use the same approach and philosophy as similarly managed portfolios.  Therefore, portfolio holdings, relative position sizes and industry and sector exposures tend to be similar across similar portfolios and strategies, which minimizes the potential for conflicts of interest.

The Sub-Advisor and/or its affiliates may receive more compensation with respect to certain Other Accounts than that received with respect to the Fund or may receive compensation based in part on the performance of certain Other Accounts.  This may create a potential conflict of interest for the Sub-Advisor and its affiliates or the portfolio managers by providing an incentive to favor these Other Accounts when, for example, placing securities transactions.  In addition, the Sub-Advisor or its affiliates could be viewed as having a conflict of interest to the extent that the Sub-Advisor or an affiliate has a proprietary investment in Other Accounts, the portfolio managers have personal investments in Other Accounts or the Other Accounts are investment options in the Sub-Advisor’s or its affiliates’ employee benefit plans.  Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of investment opportunities because of market factors or investment restrictions imposed upon the Sub- Advisor and its affiliates by law, regulation, contract or internal policies.  Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as the Sub-Advisor or its affiliates may have an incentive to allocate securities that are expected to increase in value to favored accounts.  Initial public offerings, in particular, are frequently of very limited availability.  The Sub- Advisor and its affiliates may be perceived as causing accounts they manage to participate in an offering to increase the Sub- Advisor’s and its affiliates’ overall allocation of securities in that offering.

A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account.  If the Sub-Advisor or its affiliates manages accounts that engage in short sales of securities of the type in which the Fund invests, the Sub-Advisor or its affiliates could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.

As an internal policy matter, the Sub-Advisor or its affiliates may, from time to time, maintain certain overall investment limitations on the securities positions or positions in other financial instruments the Sub-Advisor or its affiliates will take on behalf of its various clients due to, among other things, liquidity concerns and regulatory restrictions.  Such policies may preclude an account from purchasing particular securities or financial instruments, even if such securities or financial instruments would otherwise meet the account’s objectives.

The goal of the Sub-Advisor and its affiliates is to meet their fiduciary obligation with respect to all clients.  The Sub-Advisor and its affiliates have policies and procedures that seek to manage conflicts.  The Sub-Advisor and its affiliates monitor a variety of areas, including compliance with fund guidelines, review of allocation decisions and compliance with the Sub-Advisor’s and its affiliates’ Codes of Ethics and JPMorgan Chase & Co.’s Code of Conduct.  With respect to the allocation of investment opportunities, the Sub- Advisor and its affiliates also have certain policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time.  For example, orders for the same equity security traded through a single trading desk or system are aggregated on a continual basis throughout each trading day consistent with the Sub-Advisor’s and its affiliates’ duty of best execution for its clients.  If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro-rata share on an average price basis.

Partially completed orders generally will be allocated among the participating accounts on a pro-rata average price basis, subject to certain limited exceptions.  For example, accounts that would receive a de minimis allocation relative to their size may be excluded from the order.  Another exception may occur when thin markets or price volatility require that an aggregated order be completed in multiple executions over several days.  If partial completion of the order would result in an uneconomic allocation to an account due to fixed transaction or custody costs, the Sub-Advisor and its affiliates may exclude small orders until 50% of the total order is completed.  Then, the small orders will be executed.  Following this procedure, small orders will lag in the early execution of the order, but will be completed before completion of the total order.

Purchases of money market instruments and fixed income securities cannot always be allocated pro-rata across the accounts with the same investment strategy and objective.  However, the Sub-Advisor and its affiliates attempt to mitigate any potential unfairness by basing non-pro rata allocations traded through a single trading desk or system upon an objective, predetermined criteria for the selection of investments and a disciplined process for allocating securities with similar duration, credit quality and liquidity in the good faith judgment of the Sub-Advisor or its affiliates so that fair and equitable allocation will occur over time.

Compensation .   The Sub-Advisor’s portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding people and closely link the performance of investment professionals to client investment objectives.  The total compensation program includes a base salary, fixed from year to year, and a variable performance bonus consisting of cash incentives and restricted stock and may include mandatory notional investments (as described below) in selected mutual funds advised by the Sub-Advisor or its affiliates.  These elements reflect individual performance and the performance of the Sub-Advisor’s business as a whole.

Each portfolio manager’s performance is formally evaluated annually based on a variety of factors including the aggregate size and blended performance of the portfolios such portfolio manager manages.  Individual contribution relative to client goals carries the highest impact.  Portfolio manager compensation is primarily driven by meeting or exceeding clients’ risk and return objectives, relative performance to competitors or competitive indices and compliance with firm policies and regulatory requirements.  In evaluating each portfolio manager’s performance with respect to the mutual funds he or she manages, the Fund’s pre-tax performance is compared to the appropriate market peer group and to the fund’s benchmark index listed in the fund’s prospectuses over one, three and five year periods (or such shorter time as the portfolio manager has managed the fund).  Investment performance is generally more heavily weighted to the long-term.

Awards of restricted stock are granted as part of an employee’s annual performance bonus and comprise from 0% to 40% of a portfolio manager’s total bonus.  As the level of incentive compensation increases, the percentage of compensation awarded in restricted stock also increases.  Up to 50% of the restricted stock portion of a portfolio manager’s bonus may instead be subject to mandatory notional investment in selected mutual funds advised by the Sub-Advisor or its affiliates.  When these awards vest over time, the portfolio manager receives cash equal to the market value of the notional investment in the selected mutual funds.

Ownership of Securities .   As of September 30, 2016, Messrs. Hrivnak and Figuly and Ms. Parekh did not beneficially own equity securities in the Predecessor Fund.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Brokerage Transactions.   The Advisor and Sub-Advisor place all portfolio transactions on behalf of the Fund, select broker-dealers for such transactions, allocate brokerage fees in such transactions and, where applicable, negotiate commissions and spreads on transactions.  The Advisor and the Sub-Advisor have no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities of the Fund.  The Advisor and the Sub-Advisor seek to obtain the best results in conducting portfolio transactions for the Fund, taking into account such factors as price, the size, type and difficulty of the transaction involved, the firm’s general execution and operations facilities and the firm’s risk in positioning the securities involved.

Fixed income and convertible securities are bought and sold through broker-dealers acting on a principal basis.  These trades are not charged a commission, but rather are marked up or marked down by the executing broker-dealer.  The Advisor and the Sub-Advisor do not know the actual value of the markup/markdown.  However, the Advisor and the Sub-Advisor attempt to ascertain whether the overall price of a security is reasonable through the use of competitive bids.

Securities held by the Fund may also be held by, or be appropriate investments for, other funds or investment advisory clients for which the Advisor or its affiliates and the Sub-Advisor or its affiliates act as an adviser.  Because of different investment objectives or other factors, a particular security may be bought for an advisory client when other clients are selling the same security.  If purchases or sales of securities by the Advisor or the Sub-Advisor for the Fund or other funds for which it acts as investment adviser or for other advisory clients arise for consideration at or about the same time, transactions in such securities will be made, insofar as feasible, for the respective funds and clients in a manner deemed equitable to all.  Transactions effected by the Advisor (or its affiliates) and the Sub- Advisor (or its affiliates) on behalf of more than one of its clients during the same period may increase the demand for securities being purchased or the supply of securities being sold, causing an adverse effect on price.

The Fund may at times invest in securities of its regular broker-dealers or the parent of its regular broker-dealers.  The Predecessor Fund held securities of the following broker-dealers, which were its regular broker-dealers as of April 30, 2016:

Issuer                                                   
Value of Predecessor Fund’s
Aggregate Holdings of Issuer
Bank of America Securities LLC
$ 5,720,000
Morgan Stanley & Co. Inc.
$ 7,003,000
CitiGroup Inc.
$ 8,009,000
Bank of New York Mellon Group
$ 93,000
Credit Suisse
$ 7,880,000
Goldman Sachs
$ 6,445,000
Deutsche Bank
$ 745,000
State Street Corp.
$ 108,000
Wells Fargo & Co.
$ 4,507,000

DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES

The shares of the Fund, when issued and paid for in accordance with the prospectus, will be fully paid and non-assessable shares, with equal voting rights and no preferences as to conversion, exchange, dividends, redemption or any other feature.

Shares of the Fund entitle holders to one vote per share and fractional votes for fractional shares held.  Shares have non-cumulative voting rights with respect to election of Trustees, do not have preemptive or subscription rights and are transferable.

The Fund does not hold annual meetings of shareholders.  A meeting of shareholders for the purpose of voting upon the question of removal of any Trustee may be called upon the demand of shareholders owning not less than 10% of the Trust’s outstanding shares.  Except when a larger quorum is required by the applicable provisions of the 1940 Act, forty percent (40%) of the shares entitled to vote on a matter constitutes a quorum at a meeting of shareholders.

Generally, subject to the 1940 Act and the specific provisions of the Amended and Restated Agreement and Declaration of Trust, as amended (the “Declaration of Trust”), when a quorum is present at any meeting, a majority of the shares voted will decide any questions, except only a plurality vote is necessary to elect Trustees.

The Fund may involuntarily redeem a shareholder’s shares: (a) if the shareholder owns shares of the Fund having an aggregate NAV of less than a minimum value determined from time to time by the Trustees; (b) to the extent that the shareholder owns shares of the Fund equal to or in excess of a maximum percentage of the outstanding shares of the Fund determined from time to time by the Trustees; or (c) to the extent that such shareholder owns shares equal to or in excess of a maximum percentage, determined from time to time by the Trustees, of the outstanding shares of the Trust.  In addition, the Trust may call for the redemption of shares of any shareholder or may refuse to transfer or issue shares to any person to the extent that the same is necessary to comply with applicable law or advisable to further the purpose for which the Trust was established, including circumstances involving frequent or excessive trading in shares of the Fund.  The Declaration of Trust also provides that if an Officer or agent of the Trust has determined that a shareholder has engaged in frequent and excessive trading in shares of the Fund, the Trust may require the shareholder to redeem his or her shares.

The Trust may cause, to the extent consistent with applicable law: (a) the Trust or one or more of its funds to be merged into or consolidated with another trust, series of another trust or other person; (b) the shares of the Trust or any of its funds to be converted into beneficial interests in another trust or series thereof; (c) the shares to be exchanged for assets or property under or pursuant to any state or federal statute to the extent permitted by law; or (d) a sale of assets of the Trust or one or more of its funds.  Such merger or consolidation, share conversion, share exchange or sale of assets must be authorized by a majority of the shares voted when a quorum is present, provided that in all respects not governed by statute or applicable law, the Trustees have power to prescribe the procedure necessary or appropriate to accomplish a merger or consolidation, share conversion, share exchange, or sale of assets, including the power to create one or more separate trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of shares of the Trust or any of its funds into beneficial interests in such separate business trust or trusts or series thereof.

Notwithstanding the foregoing paragraph, the Declaration of Trust provides that the Trustees may, without the vote or consent of shareholders, cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction, or any other trust, partnership, limited liability company, association or other organization, or any series or class of any thereof, to acquire all or a portion of the Trust property (or all or a portion of the Trust property held with respect to the Fund or allocable to a particular class) or to carry on any business in which the Trust directly or indirectly has any interest (any of the foregoing, a “Successor Entity”), and to sell, convey and transfer Trust property to any such Successor Entity in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Successor Entity in which the Trust holds or is about to acquire shares or any other interest.  The Trustees may also, without the vote or consent of shareholders, cause a merger or consolidation between the Trust and any Successor Entity if and to the extent permitted by law.  However, the Declaration of Trust provides that the Trustees shall provide written notice to affected shareholders of each such transaction.  Such transactions may be effected through share-for-share exchanges, transfers or sales of assets, in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.

The Declaration of Trust provides that no shareholder shall have the right to bring or maintain any court action, proceeding or claim in the right of the Trust or the Fund or a class thereof to recover a judgment in its favor unless (a) shareholders holding at least ten percent (10%) of the outstanding shares of the Trust, Fund or class, as applicable, join in the bringing of such court action, proceeding or claim; and (b) the bringing or maintenance of such court action, proceeding or claim is otherwise in accordance with Section 3816 of the Delaware Statutory Trust Act, subject to certain additional requirements.

The Declaration of Trust provides that by virtue of becoming a shareholder of the Fund, each shareholder will be held to have expressly assented and agreed to the terms of the Declaration of Trust, the By-Laws of the Trust and the resolutions of the Board.

The Declaration of Trust provides that the Trust will indemnify and hold harmless each Trustee and Officer of the Trust and each former Trustee and Officer of the Trust (each hereinafter referred to as a “Covered Person”) from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Covered Person’s performance of his or her duties as a Trustee or Officer of the Trust or otherwise relating to any act, omission, or obligation of the Trust, if, as to liability to the Trust or its investors, it is finally adjudicated that the Covered Person was not liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the Covered Person’s offices.  In the case of settlement, such indemnification will be provided if it has been determined by a court or other body approving the settlement or other disposition, or by a reasonable determination, based upon a review of readily available facts (as opposed to a full trial type inquiry), by vote of a majority of disinterested Trustees of the Trust, or in a written opinion of independent counsel, that such Officers or Trustees have not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of their duties.  Rights to indemnification or insurance cannot be limited retroactively.

The Declaration of Trust further provides that (i) the appointment, designation or identification of a Trustee as chairperson of the Board or a member or chairperson of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert), or the lead Independent Trustee, or any other special appointment, designation or identification of a Trustee, shall not impose on that individual any duty, obligation or liability that is greater than the duties, obligations and liability imposed on that person as a Trustee in the absence of the appointment, designation or identification (except with respect to duties expressly imposed pursuant to the By-Laws of the Trust, a committee charter or a Trust policy statement); (ii) no Trustee who has special skills or expertise, or is appointed, designated or identified shall be held to a higher standard of care by virtue thereof; and (iii) no appointment, designation or identification of a Trustee shall effect in any way that Trustee’s rights or entitlement to indemnification.

PURCHASE, REDEMPTION AND PRICING OF SHARES

Purchase of Shares.   Information regarding the purchase of shares is discussed in the “Purchase of Shares” section of the prospectus.  Additional methods to purchase shares for non-institutional investors are as follows:

Individual Retirement Accounts (“IRA”) :  The Fund offers prototype documents for a variety of retirement accounts for individuals and small businesses.  Please call 1-888-893-4491 for information on:

  Individual Retirement Plan, including Traditional IRAs and Roth IRAs.
  Small Business Retirement Plans, including Simple IRAs and SEP IRAs
  Coverdell Education Savings Accounts

There may be special distribution requirements for a retirement account, such as required distributions or mandatory Federal income tax withholding.  For more information, call the number listed above.  You may be charged a $15 annual account maintenance fee for each retirement account up to a maximum of $30 annually and a $25 fee for transferring assets to another custodian or for closing a retirement account.

Redemption of Shares.   Information regarding how to redeem shares of the Fund is discussed in the “Redemption of Shares” section of the prospectus.

By Wire :  Wires are subject to a $15 fee paid by you, but you do not incur any charge when proceeds are sent via the ACH system.  If you purchased your shares through a financial intermediary you should contact the financial intermediary for information relating to redemptions.

If shares to be redeemed represent a recent investment made by check or ACH transfer, the Fund reserves the right not to make the redemption proceeds available until they have reasonable grounds to believe that the check or ACH transfer has been collected (which could take up to 10 calendar days).

To ensure proper authorization before redeeming Fund shares, the Transfer Agent may require additional documents such as, but not restricted to, stock powers, trust instruments, death certificates, appointments as fiduciary, certificates of corporate authority and waivers of tax required in some states when settling estates.

When shares are held in the name of a corporation, other organization, trust, fiduciary or other institutional investor, the Transfer Agent requires, in addition to the stock power, certified evidence of authority to sign the necessary instruments of transfer.  These procedures are for the protection of shareholders and should be followed to ensure prompt payment.  Redemption requests must not be conditional as to date or price of the redemption.  Proceeds of a redemption will be sent within seven days of acceptance of shares tendered for redemption.  Delay may result if the purchase check has not yet cleared, but the delay will be no longer than required to verify that the purchase check has cleared, and the Funds will act as quickly as possible to minimize delay.

The value of shares redeemed may be more or less than the shareholder’s cost, depending on the NAV at the time of redemption.  Redemption of shares may result in tax consequences (gain or loss) to the shareholder, and the proceeds of a redemption may be subject to backup withholding.

A shareholder’s right to redeem shares and to receive payment therefore may be suspended when (a) the New York Stock Exchange (“Exchange”) is closed other than customary weekend and holiday closings; (b) trading on the Exchange is restricted; (c) an emergency exists as a result of which it is not reasonably practicable to dispose of the Fund’s securities or to determine the value of the Fund’s net assets; or (d) ordered by a governmental body having jurisdiction over the Fund for the protection of the Fund’s shareholders, provided that applicable rules and regulations of the SEC (or any succeeding governmental authority) shall govern as to whether a condition described in (b), (c) or (d) exists.  In case of such suspension, shareholders may withdraw their requests for redemption or may receive payment based on the NAV of the Fund next determined after the suspension is lifted.

The Fund reserves the right, if conditions exist which make cash payments undesirable, to honor any request for redemption by making payment in whole or in part with readily marketable securities (redemption “in-kind”) chosen by the Fund and valued in the same way as they would be valued for purposes of computing the NAV of the Fund.  If payment is made in securities, a shareholder may incur transaction expenses in converting these securities into cash.  The Fund has elected, however, to be governed by Rule 18f-1 under the 1940 Act, as a result of which the Fund is obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of the net assets of the Fund for any one shareholder during any 90-day period.  This election is irrevocable unless the SEC permits its withdrawal.

Pricing of Shares.   The price of the Fund’s shares is based on its NAV.  USBFS determines the NAV per share of the Fund as of the close of regular trading on the Exchange (normally 4:00 p.m. Eastern time) on each day that the Exchange is open for business (each, a “Business Day”).  The NAV is calculated by adding the value of all securities and other assets in the Fund, deducting its liabilities, and dividing the balance by the number of outstanding shares in the Fund.  The price at which a purchase or redemption is effected is based on the next calculation of NAV after the order is received by an authorized financial institution or the Transfer Agent and under no circumstances will any order be accepted for purchase or redemption after the NAV calculation.  Shares will only be priced on Business Days.  In addition, foreign securities held by the Fund may trade on weekends or other days when the Fund does not calculate NAV.  As a result, the market value of these investments may change on days when shares of the Fund cannot be bought or sold.

The Fund values its assets based on current market values when such values are available.  These prices normally are supplied by an independent pricing service.  Equity securities held by the Fund which are listed on a national securities exchange, except those traded on the NASDAQ Stock Market, Inc. (“NASDAQ”), and for which market quotations are available are valued at the last quoted sale price of the day, or, if there is no such reported sale, securities are valued at the mean between the most recent quoted bid and ask prices.  Securities traded on NASDAQ are valued in accordance with the NASDAQ Official Closing Price, which may not be the last sale price. In the event such market quotations are not readily available, fair value will be determined using procedures adopted by the Board.

Debt securities, including 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.

The Board has delegated to a Valuation Committee the day-to-day functions of determining the value of securities not otherwise valued by a pricing service.

DISTRIBUTIONS

Distributions, if any, from the Fund’s investment company taxable income and net capital gain (the excess of net long-term capital gain over the short-term capital loss) realized by the Fund, after deducting any available capital loss carryovers, are declared daily and paid to its shareholders monthly.

TAXATION OF THE FUND

General.   The following summarizes certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussions here and in the prospectus are not intended as a substitute for careful tax planning. Potential investors should consult their tax advisers with specific reference to their own tax situations.

The discussions of the federal tax consequences in the prospectus and this SAI are based on the Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations issued under it, and court decisions and administrative interpretations as in effect on the date of this SAI.  Future legislative or administrative changes or court decisions may significantly change the statements included herein, and any such changes or decisions may be retroactive.

The Fund qualified during its last taxable year, and intends to continue to qualify, as a regulated investment company under Subchapter M of Subtitle A, Chapter 1, of the Code.  As a regulated investment company, the Fund generally is exempt from federal income tax on its investment company taxable income and net capital gain that it distributes to shareholders.  To qualify for treatment as a regulated investment company, the Fund must meet three important tests each year.

First, in each taxable year, the Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, other income derived with respect to its business of investing in such stock, securities, or currencies, or net income derived from interests in qualified publicly-traded partnerships.

Second, generally, at the close of each quarter of the Fund’s taxable year, at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies and securities of other issuers (as to which the Fund has not invested more than 5% of the value of its total assets in securities of any such issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of any such issuer); and no more than 25% of the value of each Fund’s total assets may be invested in the securities of (1) any one issuer (other than U.S. Government securities and securities of other regulated investment companies); (2) two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses; or (3) one or more qualified publicly-traded partnerships.

Third, the Fund must distribute an amount equal to at least the sum of 90% of the Fund’s investment company taxable income (net investment income and the excess of net short-term capital gain over net long-term capital loss) and 90% of its tax-exempt income, if any, for the year.

The Fund intends to comply with these requirements.  If the Fund were to fail to make sufficient distributions, it could be liable for corporate income tax and for excise tax in respect of the shortfall or, if the shortfall is large enough, the Fund could be disqualified as a regulated investment company.  If for any taxable year the Fund were not to qualify as a regulated investment company, all its taxable income would be subject to tax at regular corporate rates without any deduction for distributions to shareholders.  In that event, shareholders would recognize dividend income on distributions to the extent of the Fund’s then-current and accumulated earnings and profits, and corporate shareholders could be eligible for the dividends-received deduction.

The Code imposes a nondeductible 4% excise tax on regulated investment companies that fail to distribute each year an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses).  The Fund intends to make sufficient distributions or deemed distributions each year to avoid liability for this excise tax.

Capital Loss Carryforwards.  As of April 30, the Fund had no capital loss carryforwards.

Capital loss carryforwards can be carried forward indefinitely and will retain their character as short-term or long-term capital losses.

State and Local Taxes.   Although the Fund expects to qualify as a regulated investment company and to be relieved of all or substantially all federal income taxes, depending upon the extent of its activities in states and localities in which its offices are maintained, in which its agents or independent contractors are located or in which it is otherwise deemed to be conducting business, the Fund may be subject to the tax laws of such states or localities.

PERFORMANCE INFORMATION

The Fund may from time to time quote or otherwise use yield and total return information in advertisements, shareholder reports or sales literature.  Average annual total return and yield are computed pursuant to formulas specified by the SEC.

FINANCIAL STATEMENTS

The financial statements of the Predecessor Fund and the Predecessor Fund’s independent registered public accounting firm’s report appearing in the Predecessor Fund’s Annual Report for the fiscal year ended April 30, 2016 is hereby incorporated by reference.

APPENDIX A - RATINGS DEFINITIONS

S & P Global Ratings Issue Credit Rating Definitions

A S & P Global Ratings issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs).  It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated.  The opinion reflects S & P Global Ratings view of the obligor’s capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default.

Issue credit ratings can be either long term or short term.  Short-term ratings are generally assigned to those obligations considered short-term in the relevant market.  In the U.S., for example, that means obligations with an original maturity of no more than 365 days—including commercial paper.  Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations.  Medium-term notes are assigned long-term ratings.

Short-Term Issue Credit Ratings

A-1
A short-term obligation rated ‘A-1’ is rated in the highest category by S & P Global Ratings.  The obligor’s capacity to meet its financial commitment on the obligation is strong.  Within this category, certain obligations are designated with a plus sign (+).  This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

A-2
A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories.  However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

A-3
A short-term obligation rated ‘A-3’ exhibits adequate protection parameters.  However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B
A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics.  The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitments.

C
A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D
A short-term obligation rated ‘D’ is in default or in breach of an imputed promise.  For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S & P Global Ratings believes that such payments will be made within any stated grace period.  However, any stated grace period longer than five business days will be treated as five business days.  The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.  An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer.

SPUR (S & P Global Ratings Underlying Rating)
A SPUR rating is an opinion about the stand-alone capacity of an obligor to pay debt service on a credit-enhanced debt issue, without giving effect to the enhancement that applies to it.  These ratings are published only at the request of the debt issuer/obligor with the designation SPUR to distinguish them from the credit-enhanced rating that applies to the debt issue.  S & P Global Ratings maintains surveillance of an issue with a published SPUR.

Dual Ratings
Dual ratings may be assigned to debt issues that have a put option or demand feature.  The first component of the rating addresses the likelihood of repayment of principal and interest as due, and the second component of the rating addresses only the demand feature.  The first component of the rating can relate to either a short-term or long-term transaction and accordingly use either short-term or long-term rating symbols.  The second component of the rating relates to the put option and is assigned a short-term rating symbol (for example, ‘AAA/A-1+’ or ‘A-1+/A-1’).  With U.S. municipal short-term demand debt, the U.S. municipal short-term note rating symbols are used for the first component of the rating (for example, ‘SP-1+/A-1+’).

The analyses, including ratings, of S & P Global Ratings and its affiliates (together, S & P Global Ratings) are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities or to make any investment decisions.  S & P Global Ratings assumes no obligation to update the Content following publication in any form or format.  Users of ratings or other analyses should not rely on them in making any investment decisions.  S & P Global Ratings’ opinions and analyses do not address the suitability of any security.  S & P Global Ratings does not act as a fiduciary or an investment advisor except where registered as such.  While
S & P Global Ratings has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives.  Ratings and other opinions may be changed, suspended or withdrawn at any time.

Active Qualifiers (Currently applied and/or outstanding)

S & P Global Ratings assigns qualifiers to ratings when appropriate.  This section details active and inactive qualifiers.

S & P Global Ratings uses the following qualifiers that limit the scope of a rating.  The structure of the transaction can require the use of a qualifier such as a ‘p’ qualifier, which indicates the rating addressed the principal portion of the obligation only.  A qualifier appears as a suffix and is part of the rating.

1.  Federal Deposit Insurance Limit:  “L” qualifier
Ratings qualified with ‘L’ apply only to amounts invested up to federal deposit insurance limits.

2.  Principal Payment:  “p” qualifier
This suffix is used for issues in which the credit factors, the terms, or both, that determine the likelihood of receipt of payment of principal are different from the credit factors, terms or both that determine the likelihood of receipt of interest on the obligation.  The ‘p’ suffix indicates that the rating addresses the principal portion of the obligation only and that the interest portion is not rated.

3.  Preliminary Ratings:  “prelim” qualifier
Preliminary ratings, with the ‘prelim’ suffix, may be assigned to obligors or obligations, including financial programs, in the circumstances described below.  Assignment of a final rating is conditional on the receipt by S & P Global Ratings of appropriate documentation.  S & P Global Ratings reserves the right not to issue a final rating.  Moreover, if a final rating is issued, it may differ from the preliminary rating.

Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions.
Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor’s emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor.  Preliminary ratings may also be assigned to the obligors.  These ratings consider the anticipated general credit quality of the reorganized or postbankruptcy issuer as well as attributes of the anticipated obligation(s).
Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in S & P Global Ratings opinion, documentation is close to final.  Preliminary ratings may also be assigned to obligations of these entities.’
Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited.  The preliminary rating may be assigned to the entity and to its proposed obligation(s).  These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event.  Should the transformative event not occur, S & P Global Ratings would likely withdraw these preliminary ratings.
A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.
4.  Termination Structures:  “t” qualifier
This symbol indicates termination structures that are designed to honor their contracts to full maturity or, should certain events occur, to terminate and cash settle all their contracts before their final maturity date.

5.  Counterparty Instrument Rating: ‘cir’ qualifier
This symbol indicates a Counterparty Instrument Rating (CIR), which is a forward-looking opinion about the creditworthiness of an issuer in a securitization structure with respect to a specific financial obligation to a counterparty (including interest rate swaps, currency swaps, and liquidity facilities). The CIR is determined on an ultimate payment basis; these opinions do not take into account timeliness of payment.

Inactive Qualifiers

Inactive qualifiers are no longer applied or outstanding.

1.  Contingent upon final documentation: “*” inactive qualifier
This symbol indicated that the rating was contingent upon S & P Global Ratings receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows.  Discontinued use in August 1998.

2.  Termination of obligation to tender:  “c” inactive qualifier
This qualifier was used to provide additional information to investors that the bank may terminate its obligation to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade level and/or the issuer’s bonds are deemed taxable.  Discontinued use in January 2001.

3.  U.S. direct government securities:  “G” inactive qualifier
The letter “G” following the rating symbol when a fund’s portfolio consists primarily of direct U.S. Government securities.

4.  Public Information Ratings: ‘pi’ qualifier
This qualifier was used to indicate ratings that were based on an analysis of an issuer’s published financial information, as well as additional information in the public domain. Such ratings did not, however, reflect in-depth meetings with an issuer’s management and therefore, could have been based on less comprehensive information than ratings without a ‘pi’ suffix. Discontinued use as of December 2014 and as of August 2015 for Lloyd’s Syndicate Assessments.

5.  Provisional Ratings:  “pr” inactive qualifier
The letters ‘pr’ indicate that the rating was provisional.  A provisional rating assumed the successful completion of the project financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful, timely completion of the project.  This rating, however, while addressing credit quality subsequent to completion of the project, made no comment on the likelihood of or the risk of default upon failure of such completion.

6.  Quantitative Analysis of publication information:  “q” inactive qualifier
A ‘q’ subscript indicates that the rating is based solely on quantitative analysis of publicly available information.  Discontinued use in April 2001.

7.  Extraordinary risks:  “r” inactive qualifier
The ‘r’ modifier was assigned to securities containing extraordinary risks, particularly market risks, that are not covered in the credit rating.  The absence of an ‘r’ modifier should not be taken as an indication that an obligation will not exhibit extraordinary non-credit related risks.  S & P Global Ratings discontinued the use of the ‘r’ modifier for most obligations in June 2000 and for the balance of obligations (mainly structured finance transactions) in November 2002.

Active Identifiers

1.  Unsolicited: ‘unsolicited’ and ‘u’ identifier
The ‘u’ identifier and ‘unsolicited’ designation are assigned to credit ratings initiated by parties other than the issuer or its agents including those initiated by S & P Global Ratings .

2.  Structured finance:  “sf” identifier
The ‘sf’ identifier shall be assigned to ratings on “structured finance instruments” when required to comply with applicable law or regulatory requirement or when S & P Global Ratings believes it appropriate. The addition of the ‘sf’ identifier to a rating does not change that rating’s definition or our opinion about the issue’s creditworthiness.

Local Currency and Foreign Currency Ratings
S & P Global Ratings issuer credit ratings make a distinction between foreign currency ratings and local currency ratings.  An issuer’s foreign currency rating will differ from its local currency rating when the obligor has a different capacity to meet its obligations denominated in its local currency, vs. obligations denominated in a foreign currency.


Moody’s Credit Rating Definitions

Purpose
The system of rating securities was originated by John Moody in 1909.  The purpose of Moody’s ratings is to provide investors with a simple system of gradation by which future relative creditworthiness of securities may be gauged.

Rating Symbols
Gradations of creditworthiness are indicated by rating symbols, with each symbol representing a group in which the credit characteristics are broadly the same.  There are nine symbols as shown below, from that used to designate least credit risk to that denoting greatest credit risk:

Aaa Aa A Baa Ba B Caa Ca C
Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa.

Absence of a Rating
Where no rating has been assigned or where a rating has been withdrawn, it may be for reasons unrelated to the creditworthiness of the issue.

Should no rating be assigned, the reason may be one of the following:

1. An application was not received or accepted.
2. The issue or issuer belongs to a group of securities or entities that are not rated as a matter of policy.
3. There is a lack of essential data pertaining to the issue or issuer.
4. The issue was privately placed, in which case the rating is not published in Moody’s publications.

Withdrawal may occur if new and material circumstances arise, the effects of which preclude satisfactory analysis; if there is no longer available reasonable up-to-date data to permit a judgment to be formed; if a bond is called for redemption; or for other reasons.

Changes in Rating
The credit quality of most issuers and their obligations is not fixed and steady over a period of time, but tends to undergo change.  For this reason changes in ratings occur so as to reflect variations in the intrinsic relative position of issuers and their obligations.

A change in rating may thus occur at any time in the case of an individual issue.  Such rating change should serve notice that Moody’s observes some alteration in creditworthiness, or that the previous rating did not fully reflect the quality of the bond as now seen.  While because of their very nature, changes are to be expected more frequently among bonds of lower ratings than among bonds of higher ratings.  Nevertheless, the user of bond ratings should keep close and constant check on all ratings — both high and low — to be able to note promptly any signs of change in status that may occur.

Limitations to Uses of Ratings*
Obligations carrying the same rating are not claimed to be of absolutely equal credit quality.  In a broad sense, they are alike in position, but since there are a limited number of rating classes used in grading thousands of bonds, the symbols cannot reflect the same shadings of risk which actually exist.

As ratings are designed exclusively for the purpose of grading obligations according to their credit quality, they should not be used alone as a basis for investment operations.  For example, they have no value in forecasting the direction of future trends of market price.  Market price movements in bonds are influenced not only by the credit quality of individual issues but also by changes in money rates and general economic trends, as well as by the length of maturity, etc.  During its life even the highest rated bond may have wide price movements, while its high rating status remains unchanged.

The matter of market price has no bearing whatsoever on the determination of ratings, which are not to be construed as recommendations with respect to “attractiveness.”  The attractiveness of a given bond may depend on its yield, its maturity date or other factors for which the investor may search, as well as on its credit quality, the only characteristic to which the rating refers.

Since ratings involve judgments about the future, on the one hand, and since they are used by investors as a means of protection, on the other, the effort is made when assigning ratings to look at “worst” possibilities in the “visible” future, rather than solely at the past record and the status of the present.  Therefore, investors using the rating should not expect to find in them a reflection of statistical factors alone, since they are an appraisal of long-term risks, including the recognition of many non-statistical factors.

Though ratings may be used by the banking authorities to classify bonds in their bank examination procedure, Moody’s ratings are not made with these bank regulations in mind.  Moody’s Investors Service’s own judgment as to the desirability or non-desirability of a bond for bank investment purposes is not indicated by Moody’s ratings.

Moody’s ratings represent the opinion of Moody’s Investors Service as to the relative creditworthiness of securities.  As such, they should be used in conjunction with the descriptions and statistics appearing in Moody’s publications.  Reference should be made to these statements for information regarding the issuer.  Moody’s ratings are not commercial credit ratings.  In no case is default or receivership to be imputed unless expressly stated.

*As set forth more fully on the copyright, credit ratings are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities.  Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, selling or holding.

Short-Term Obligation Ratings
Ratings assigned on Moody’s global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issues by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities.  Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.  Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.

Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:

P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
The following table indicates the long-term ratings consistent with different short-term ratings when such long-term ratings exist.

SHORT-TERM VS. LONG-TERM RATINGS
 
 
 


Fitch’s National Credit Ratings

For those countries in which foreign and local currency sovereign ratings are below ‘AAA’, and where there is demand for such ratings, Fitch Ratings will provide National Ratings.  It is important to note that each National Rating scale is unique and is defined to serve the needs of the local market in question.

The National Rating scale provides a relative measure of creditworthiness for rated entities only within the country concerned.  Under this rating scale, a ‘AAA’ Long-Term National Rating will be assigned to the lowest relative risk within that country, which, in most but not all cases, will be the sovereign state.

The National Rating scale merely ranks the degree of perceived risk relative to the lowest default risk in that same country.  Like local currency ratings, National Ratings exclude the effects of sovereign and transfer risk and exclude the possibility that investors may be unable to repatriate any due interest and principal repayments.  It is not related to the rating scale of any other national market.  Comparisons between different national scales or between an individual national scale and the international rating scale are therefore inappropriate and potentially misleading.  Consequently they are identified by the addition of a special identifier for the country concerned, such as ‘AAA(arg)’ for National Ratings in Argentina.

In certain countries, regulators have established credit rating scales, to be used within their domestic markets, using specific nomenclature.  In these countries, the agency’s National Rating definitions may be substituted by the regulatory scales.  For instance, Fitch’s National Short Term Ratings of ‘F1+(xxx)’, ‘F1(xxx)’, ‘F2(xxx)’ and ‘F3(xxx)’ may be substituted by the regulatory scales, e.g. , ‘A1+’, ‘A1’, ‘A2’ and ‘A3.’  The below definitions thus serve as a template, but users should consult the individual scales for each country listed on Fitch’s regional websites to determine if any additional or alternative category definitions apply.

Limitations of the National Rating Scale

Specific limitations relevant to National Rating scale include:

·
National scale ratings are only available in selected countries.
 
·
National scale ratings are only directly comparable with other national ratings in the same country.  There is a certain correlation between national and global ratings but there is not a precise translation between the scales.  The implied probability of default of a given national scale rating will vary over time.
 
·
The value of default studies for national ratings can be limited.  Due to the relative nature of national scales, a given national scale rating is not intended to represent a fixed amount of default risk over time.  As a result, a default study using only national ratings may not give an accurate picture of the historical relationship between ratings and default risk.  Users should exercise caution if they wish to infer future default probabilities for national scale ratings using the historical default experience with international ratings and mapping tables to link the national and international ratings.  As with ratings on any scale, the future will not necessarily follow the past.
 
·
Fitch attaches less confidence to conclusions about national scale default probabilities than for International Credit ratings.  There has not been a comprehensive global study of default history among entities with national scales to show that their ex-post default experience has been consistent with ex-ante probabilities implied.  This is due to the relatively short history of ratings in emerging markets and the restrictive relative nature of the national scales.

The above list is not exhaustive, and is provided for the reader’s convenience.  Readers are requested to review the section Understanding Credit Ratings — Limitations and Usage for further information on the limitations of the agency’s ratings.

National Short-Term Credit Ratings

F1(xxx)
Indicates the strongest capacity for timely payment of financial commitments relative to other issuers or obligations in the same country.  Under the agency’s National Rating scale, this rating is assigned to the lowest default risk relative to others in the same country.  Where the liquidity profile is particularly strong, a “+” is added to the assigned rating.

F2(xxx)
Indicates a good capacity for timely payment of financial commitments relative to other issuers or obligations in the same country.  However, the margin of safety is not as great as in the case of the higher ratings.

F3(xxx)
Indicates an adequate capacity for timely payment of financial commitments relative to other issuers or obligations in the same country.  However, such capacity is more susceptible to near-term adverse changes than for financial commitments in higher rated categories.

B(xxx)
Indicates an uncertain capacity for timely payment of financial commitments relative to other issuers or obligations in the same country.  Such capacity is highly susceptible to near-term adverse changes in financial and economic conditions.

C(xxx)
Indicates a highly uncertain capacity for timely payment of financial commitments relative to other issuers or obligations in the same country.  Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

RD:  Restricted default
Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations .  Applicable to entity ratings only.

D(xxx)
Indicates actual or imminent payment default.

Notes to Long-Term and Short-Term National Ratings:
The ISO international country code is placed in parentheses immediately following the rating letters to indicate the identity of the National market within which the rating applies.  For illustrative purposes, (xxx) has been used.

“+” or “-” may be appended to a National Rating to denote relative status within a major rating category.  Such suffixes are not added to the ‘AAA(xxx)’ Long-Term National Rating category, to categories below ‘CCC(xxx)’, or to Short-Term National Ratings other than ‘F1(xxx).’

LONG-TERM RATINGS

S & P Global Ratings Long-Term Issue Credit Ratings

Issue credit ratings are based, in varying degrees, on S & P Global Ratings analysis of the following considerations:

  Likelihood of payment—capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
  Nature of and provisions of the obligation and the promise we impute.
  Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default.  Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above.  (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

Long-Term Issue Credit Ratings

AAA
An obligation rated ‘AAA’ has the highest rating assigned by S & P Global Ratings.  The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

AA
An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree.  The obligor’s capacity to meet its financial commitment on the obligation is very strong.

A
An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories.  However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
BBB
An obligation rated ‘BBB’ exhibits adequate protection parameters.  However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

BB; B; CCC; CC; and C
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics.  ‘BB’ indicates the least degree of speculation and ‘C’ the highest.  While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB
An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues.  However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B
An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation.  Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

CCC
An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.  In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC
An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.  The ‘CC’ rating is used when a default has not yet occurred, but S & P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.

C
An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.

D
An obligation rated ‘D’ is in default or in breach of an imputed promise.  For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S & P Global Ratings believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days.  The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.  An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer.

NR
This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that S & P Global Ratings does not rate a particular obligation as a matter of policy.

Plus (+) or minus (-)
The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

See active and inactive qualifiers following S & P Global Ratings Short-Term Issue Credit Ratings beginning on page A-3.

Moody’s Long-Term Obligation Ratings

Long-Term Obligation Ratings
Ratings assigned on Moody’s global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issues by non-financial corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities.  Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.  Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect the likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default.

Moody’s Long-Term Rating Definitions:

Aaa
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.

Aa
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A
Obligations rated A are considered upper-medium grade and are subject to low credit risk.

Baa
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.

Ba
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.

B
Obligations rated B are considered speculative and are subject to high credit risk.

Caa
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.

Ca
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.

Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aaa through Caa.  The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.  Additionally, a “(hyb)” indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.*

* By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs.  Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment.  Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with that security.


Fitch’s National Long-Term Credit Ratings

AAA(xxx)
‘AAA’ National Ratings denote the highest rating assigned by the agency in its National Rating scale for that country.  This rating is assigned to issuers or obligations with the lowest expectation of default risk relative to all other issuers or obligations in the same country.

AA(xxx)
‘AA’ National Ratings denote expectations of very low default risk relative to other issuers or obligations in the same country.  The default risk inherent differs only slightly from that of the country’s highest rated issuers or obligations.

A(xxx)
‘A’ National Ratings denote expectations of low default risk relative to other issuers or obligations in the same country.  However, changes in circumstances or economic conditions may affect the capacity for timely repayment to a greater degree than is the case for financial commitments denoted by a higher rated category.

BBB(xxx)
‘BBB’ National Ratings denote a moderate default risk relative to other issuers or obligations in the same country.  However, changes in circumstances or economic conditions are more likely to affect the capacity for timely repayment than is the case for financial commitments denoted by a higher rated category.

BB(xxx)
‘BB’ National Ratings denote an elevated default risk relative to other issuers or obligations in the same country.  Within the context of the country, payment is uncertain to some degree and capacity for timely repayment remains more vulnerable to adverse economic change over time.

B(xxx)
‘B’ National Ratings denote a significantly elevated default risk relative to other issuers or obligations in the same country.  Financial commitments are currently being met but a limited margin of safety remains and capacity for continued timely payments is contingent upon a sustained, favorable business and economic environment.  For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries.

CCC(xxx)
‘CCC’ National Ratings denote that default is a real possibility.  Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.

CC(xxx)
‘CC’ National Ratings denote that default of some kind appears probable.

C(xxx)
‘C’ National Ratings denote that default is imminent.

RD:  Restricted default.
“RD” ratings indicated that an issuer that in Fitch Ratings’ opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased business.  This would include:

a. the selective payment default on a specific class or currency of debt;
b. the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;
c. the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations either in series or in parallel; or
d. execution of a distressed debt exchange on one or more material financial obligations.

D(xxx)
‘D’ National Ratings denote an issuer or instrument that is currently in default.

Notes to Long-Term and Short-Term National Ratings:

The ISO International country code is placed in parentheses immediately following the rating letters to indicate the identity of the National market within which the rating applies.  For illustrative purposes, (xxx) has been used.

“+” or “-” may be appended to a National Rating to denote relative status within a major rating category.  Such suffixes are not added to the ‘AAA(xxx)’ Long-Term National Rating category, to categories below ‘CCC(xxx)’, or to Short-Term National Ratings other than ‘F1(xxx).’


MUNICIPAL NOTE RATINGS

S & P Global Ratings Municipal Short-Term Note Ratings Definitions

A S & P Global Ratings U.S. municipal note rating reflects S & P Global Ratings opinion about the liquidity factors and market access risks unique to the notes.  Notes due in three years or less will likely receive a note rating.  Notes with an original maturity of more than three years will most likely receive a long-term debt rating.  In determining which type of rating, if any, to assign, S & P Global Ratings analysis will review the following considerations:

  Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
  Source of payment—the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.

Note rating symbols are as follows:

SP-1
Strong capacity to pay principal and interest.  An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3
Speculative capacity to pay principal and interest.

See active and inactive qualifiers following S & P Global Ratings Short-Term Issue Credit Ratings beginning on page A-3.

Moody’s US Municipal Short-Term Debt And Demand Obligation Ratings

Short-Term Obligation Ratings
While the global short-term ‘prime’ rating scale is applied to US municipal tax-exempt commercial paper, these programs are typically backed by external letters of credit or liquidity facilities and their short-term prime ratings usually map to the long-term rating of the enhancing bank or financial institution and not to the municipality’s rating.  Other short-term municipal obligations, which generally have different funding sources for repayment, are rated using two additional short-term rating scales ( i.e. , the MIG and VMIG scales discussed below).

The Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to three years maturity.  Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity.  MIG ratings expire at the maturity of the obligation, and the issuer’s long-term rating is only one consideration in assigning the MIG rating.  MIG ratings are divided into three levels—MIG 1 through MIG 3—while speculative grade short-term obligations are designated SG.

MIG 1
This designation denotes superior credit quality.  Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2
This designation denotes strong credit quality.  Margins of protection are ample, although not as large as in the preceding group.

MIG 3
This designation denotes acceptable credit quality.  Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG
This designation denotes speculative-grade credit quality.  Debt instruments in this category may lack sufficient margins of protection.

Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned: a long or short-term debt rating and a demand obligation rating.  The first element represents Moody’s evaluation of risk associated with scheduled principal and interest payments.  The second element represents Moody’s evaluation of risk associated with the ability to receive purchase price upon demand (“demand feature”).  The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade (VMIG) scale.  The rating transitions on the VMIG scale, as shown in the diagram below, differ from those on the Prime scale to reflect the risk that external liquidity support generally will terminate if the issuer’s long-term rating drops below investment grade.

VMIG 1
This designation denotes superior credit quality.  Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 2
This designation denotes strong credit quality.  Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 3
This designation denotes acceptable credit quality.  Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

SG
This designation denotes speculative-grade credit quality.  Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

US MUNICIPAL SHORT-TERM VS. LONG-TERM RATINGS
 
 
*For SBPA-backed VRDBS.  The rating transitions are higher to allow for distance to downgrade to
below-investment grade due to the presence of automatic termination events in the SBPAs

 
 
 
 
 
 
 
MANAGER DIRECTED PORTFOLIOS
PART C

PEMBERWICK FUND

OTHER INFORMATION

Item 28.    Exhibits.

(a)
   
Declaration of Trust.
 
(1)
(i)
Certificate of Trust is incorporated herein by reference to Exhibit (a)(1) of the Registrant’s Registration Statement on Form N-1A as filed on May 1, 2006.
   
(ii)
Certificate of Amendment to Certificate of Trust was previously filed with Registrant’s Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A with the SEC on October 28, 2016, and is incorporated by reference.
 
(2)
(i)
Amended and Restated Agreement and Declaration of Trust is incorporated herein by reference to Exhibit (a)(2) of the Registrant’s Registration Statement on Form N-1A as filed on October 26, 2007.
   
(ii)
Schedule A to Amended and Restated Agreement and Declaration of Trust dated September 27, 2016 – Filed Herewith.
(b)
   
By-laws are incorporated herein by reference to Exhibit (b) of the Registrant’s Registration Statement on Form N-1A as filed on May 1, 2006.
(c)
(1)
 
Article 3 and Article 7 of Amended and Restated Agreement and Declaration of Trust are incorporated herein by reference to Item 23(a)(3) of the Registrant’s Registration Statement on Form N-1A as filed on October 26, 2007.
 
(2)
 
Article 3, Article 8 and Article 9 of By-laws are incorporated herein by reference to Item 23(b) of the Registrant’s Registration Statement on Form N-1A as filed on May 1, 2006.
(d)
(1)
 
Investment Advisory Agreement — Filed Herewith.
 
(2)
 
Form of Investment Sub-Advisory Agreement — Filed Herewith.
(e)
(1)
 
Form of Distribution Agreement — Filed Herewith.
 
(2)
 
Not applicable.
(f)
   
None
(g)
(1)
(i)
Custody Agreement was previously filed with Registrant’s Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A with the SEC on October 28, 2016, and is incorporated by reference.
   
(ii)
Form of Amendment to the Custody Agreement — Filed Herewith.
(h)
   
Other Material Contracts.
 
(1)
(i)
Fund Administration Servicing Agreement was previously filed with Registrant’s Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A with the SEC on October 28, 2016, and is incorporated by reference.
   
(ii)
Form of Amendment to the Fund Administration Servicing Agreement — Filed Herewith.
 
(2)
(i)
Transfer Agent Servicing Agreement was previously filed with Registrant’s Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A with the SEC on October 28, 2016, and is incorporated by reference.
   
(ii)
Form of Amendment to the Transfer Agent Servicing Agreement — Filed Herewith.
 
(3)
(i)
Fund Accounting Servicing Agreement was previously filed with Registrant’s Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A with the SEC on October 28, 2016, and is incorporated by reference.

 
   
(ii)
Form of Amendment to the Fund Accounting Servicing Agreement — Filed Herewith.
 
(4)
 
Power of Attorney was previously filed with Registrant’s Post-Effective Amendment No. 23 to its Registration Statement on Form N-1A with the SEC on October 3, 2016, and is incorporated by reference.
(i)
   
Opinion and Consent of Counsel — Filed Herewith.
(j)
   
Consent of Independent Registered Public Accounting Firm — Filed Herewith.
(k)
   
Not Applicable.
(l)
   
Share Purchase Agreement is incorporated herein by reference to Exhibit (l) of the Registrant’s Registration Statement on Form N-1A as filed on October 26, 2007.
(m)
   
Rule 12b-1 Plan Not Applicable.
(n)
   
Multiple Class Plan Not Applicable.
(p)
(1)
 
Code of Ethics for the Registrant was previously filed with Registrant’s Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A with the SEC on October 28, 2016, and is incorporated by reference.
 
(2)
 
Code of Ethics for the Advisor — Filed Herewith.
 
(3)
 
Code of Ethics for the Sub-Advisor — Filed Herewith.
 
(4)
 
Code of Ethics for Principal Underwriter was previously filed with Registrant’s Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A with the SEC on October 28, 2016, and is incorporated by reference.

Item 29.     Persons Controlled by or Under Common Control with Registrant

No person is directly or indirectly controlled by or under common control with the Registrant.

Item 30.    Indemnification

Article 9 of the Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) provides for indemnification of the Trustees, officers and agents of the Trust, subject to certain limitations. The Declaration of Trust is incorporated herein by reference to Exhibit 23(a)(2) of the Registrant’s Registration Statement on Form N-1A as filed on October 26, 2007.

The Trust’s trustees and officers are insured under a policy of insurance maintained by the Trust against certain liabilities that might be imposed as a result of actions, suits or proceedings to which they are a party by reason of having been such trustees or officers.

The Trust and Roxbury Capital Management, LLC (“Roxbury”), the previous investment adviser to two other series of the Trust, entered into supplemental liability insurance and indemnification agreements with two former trustees of the Trust’s Board of Trustees (the “Board”) pursuant to which, among other provisions, the Trust and Roxbury agreed that (a) all rights of indemnification existing in favor of the trustees of the Board under the Trust’s Amended and Restated Agreement and Declaration of Trust in effect as of December 10, 2014 shall survive as contractual obligations of Roxbury and the Trust and (b) the Trust shall maintain the levels of trustee liability insurance with the same or better terms and conditions as the insurance policies in force as of December 10, 2014.

Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.”

2

Item 31.    Business and Other Connections of Investment Adviser

Pemberwick Investment Advisors LLC (the “Advisor”) serves as the investment adviser for the Pemberwick Fund (the “Fund”).  The principal business address of the Advisor is 340 Pemberwick Road, Greenwich, Connecticut 06831.  With respect to the Advisor, the response to this Item is incorporated by reference to the Advisor’s Uniform Application for Investment Adviser Registration (Form ADV) on file with the Securities and Exchange Commission (“SEC”), and dated January 28, 2016.  The Form ADV for the Adviser may be obtained, free of charge, at the SEC's website at www.adviserinfo.sec.gov .

J.P. Morgan Investment Management Inc. (the “Sub-Advisor”) serves as the sub-advisor for the Fund.  The principal business address of the Sub-Advisor is 270 Park Avenue, New York, New York 10017.  With respect to the Sub-Advisor, the response to this Item is incorporated by reference to the Sub-Advisor’s Uniform Application for Investment Adviser Registration (Form ADV) on file with the SEC, and dated July 29, 2016.  The Form ADV for the Sub-Advisor may be obtained, free of charge, at the SEC's website at www.adviserinfo.sec.gov .

Item 32.   Principal Underwriter.

(a)    Quasar Distributors, LLC, the Registrant’s principal underwriter, acts as principal underwriter for the following investment companies:

Academy Funds Trust
Jacob Funds, Inc.
Advisors Series Trust
Jensen Portfolio, Inc.
Aegis Funds
Kirr Marbach Partners Funds, Inc.
Allied Asset Advisors Funds
LKCM Funds
Alpha Architect ETF Trust
LoCorr Investment Trust
Alpine Equity Trust
Lord Asset Management Trust
Alpine Income Trust
MainGate Trust
Alpine Series Trust
Managed Portfolio Series
Angel Oak Funds Trust
Manager Directed Portfolios
Appleton Funds
Matrix Advisors Value Fund, Inc.
Barrett Opportunity Fund, Inc.
Merger Fund
Bridge Builder Trust
Monetta Trust
Bridges Investment Fund, Inc.
Nicholas Family of Funds, Inc.
Brookfield Investment Funds
Oaktree Funds
Brown Advisory Funds
Permanent Portfolio Family of Funds, Inc.
Buffalo Funds
Perritt Funds, Inc.
CG Funds Trust
PRIMECAP Odyssey Funds
Compass EMP Funds Trust
Professionally Managed Portfolios
DoubleLine Funds Trust
Prospector Funds, Inc.
ETF Series Solutions
Provident Mutual Funds, Inc.
Evermore Funds Trust
Rainier Investment Management Mutual Funds
FactorShares Trust
RBC Funds Trust
First American Funds, Inc.
Series Portfolio Trust
FundX Investment Trust
Stone Ridge Trust
Glenmede Fund, Inc.
Stone Ridge Trust II
Glenmede Portfolios
Stone Ridge Trust III
GoodHaven Funds Trust
Stone Ridge Trust V
 
3

Greenspring Fund, Inc.
Thompson IM Funds, Inc.
Guinness Atkinson Funds
Trust for Professional Managers
Harding Loevner Funds, Inc.
Trust for Advised Portfolios
Hennessy Funds Trust
USA Mutuals
Horizon Funds
Wall Street EWM Funds Trust
Hotchkis & Wiley Funds
Westchester Capital Funds
Intrepid Capital Management Funds Trust
Wisconsin Capital Funds, Inc.
IronBridge Funds, Inc.
YCG Funds

(b)
To the best of Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:

Name and Principal
Business Address
Position and Offices with Quasar Distributors, LLC
Positions and Offices with Registrant
James R. Schoenike (1)
President, Board Member
Chairperson and Trustee
Andrew M. Strnad (2)
Vice President, Secretary
None
Joseph C. Neuberger (1)
Board Member
None
Robert Kern (1)
Board Member
None
Susan LaFond (1)
Vice President, Treasurer
None
Peter A. Hovel (1)
Chief Financial Officer
None
Teresa Cowan (1)
Senior Vice President, Assistant Secretary
None
Brett Scribner (3)
Assistant Treasurer
None
 
(1)        This individual is located at 615 East Michigan Street, Milwaukee, Wisconsin, 53202.
(2)        This individual is located at 6602 East 75th Street, Indianapolis, Indiana, 46250.
(3)        This individual is located at 800 Nicollet Mall, Minneapolis, Minnesota, 55402.

(c)   Not Applicable.

Item 33.   Location of Accounts and Records.

The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, are maintained at the following locations:

Records Relating to:
Are located at:
   
Registrant’s Fund Administrator, Fund Accountant and Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
 
Registrant’s Investment Advisor
Pemberwick Investment Advisors LLC
340 Pemberwick Road
Greenwich, Connecticut 06831
 
Registrant’s Investment Sub-Advisor
J.P. Morgan Investment Management Inc.
270 Park Avenue
New York, New York 10017
 
Registrant’s Custodian
U.S. Bank, National Association
1555 North River Center Drive, Suite 302
Milwaukee, Wisconsin 53212
 
4

Records Relating to:
Are located at:
Registrant’s Distributor
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202

Item 34.      Management Services

All management-related service contracts entered into by Registrant are discussed in Parts A and B of this Registration Statement.

Item 35.     Undertakings

The Registrant hereby undertakes to furnish each person to whom a Prospectus for one or more of the series of the Registrant is delivered with a copy of the relevant latest annual report to shareholders, upon request and without charge.
5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 28 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee and State of Wisconsin, on the 2 nd day of December, 2016.

MANAGER DIRECTED PORTFOLIOS

By:   /s/ Douglas J. Neilson  
Douglas J. Neilson
President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 28 to its Registration Statement has been signed below on December 2, 2016 by the following persons in the capacities indicated.

Signature
 
Title
/s/ James R. Schoenike *       
James R. Schoenike
 
Trustee and Chairman
/s/ Gaylord B. Lyman *          
Gaylord B. Lyman
 
Trustee
/s/ Scott Craven Jones *        
Scott Craven Jones
 
Trustee
/s/ Lawrence T. Greenberg *  
Lawrence T. Greenberg
 
Independent Trustee
/s/ Douglas J. Neilson           
Douglas J. Neilson
 
President (Principal Executive Officer)
/s/ Matthew J. McVoy            
Matthew J. McVoy
 
Treasurer (Principal Financial Officer)
* By: /s/ Douglas J. Neilson 
Douglas J. Neilson
* Attorney-in-Fact pursuant to Power of Attorney previously filed with Registrant’s Post-Effective Amendment No. 23 to its Registration Statement on Form N-1A with the SEC on October 3, 2016, and is incorporated by reference.
 

6

EXHIBIT INDEX

Exhibit
Exhibit No.
Schedule A to Amended and Restated Agreement and Declaration of Trust dated September 27, 2016
EX-99.1.2.(ii)
Investment Advisory Agreement
EX-99.d.1
Form of Sub-Advisory Agreement
EX-99.d.2
Form of Distribution Agreement
EX-99.e.1
Form of Amendment to the Custody Agreement
EX-99.g.1.(ii)
Form of Amendment to the Fund Administration Servicing Agreement
EX-99.h.1.(ii)
Form of Amendment to the Transfer Agent Servicing Agreement
EX-99.h.2.(ii)
Form of Amendment to the Fund Accounting Servicing Agreement
EX-99.h.3.(ii)
Opinion and Consent of Counsel
EX-99.i
Consent of Independent Registered Public Accounting Firm
EX-99.j
Code of Ethics for the Advisor
EX-99.p.2
Code of Ethics for the Sub-Advisor
EX-99.p.3
   



 
SCHEDULE A

TO


AMENDED AND RESTATED DECLARATION OF TRUST

OF

MANAGER DIRECTED PORTFOLIOS

SCHEDULE OF PORTFOLIOS AND CLASSES

AMENDED SEPTEMBER 27, 2016

Portfolio
 
Class of Shares
Hood River Small Cap Growth Fund
 
Institutional Shares
Hood River Small Cap Growth Fund
 
Investor Class Shares
Mar Vista Strategic Growth Fund
 
Institutional Shares
Pemberwick Fund
 
N/A
     



Investment Advisory Agreement
AGREEMENT made this 21st day of November, 2016, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”), and Pemberwick Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”).
WHEREAS , the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open‑end management investment company, and is authorized to create and offer for sale distinct series of shares of beneficial interest, each corresponding to a distinct portfolio; and
WHEREAS , the Trust desires to avail itself of the services, information, advice, assistance and facilities of the Adviser on behalf of the portfolio of the Trust listed on Schedule A to this Agreement (the “Fund”), and to have the Adviser provide or perform for the Fund various research, statistical and investment services; and
WHEREAS , the Adviser is willing to furnish such services to the Trust with respect to the Fund on the terms and conditions hereinafter set forth.
NOW, THEREFORE , in consideration of the promises and the mutual covenants herein contained, it is agreed between the parties as follows:
1.   Employment of the Adviser .  The Trust hereby employs the Adviser to invest and reinvest the assets of the Fund in the manner set forth in Section 2 of this Agreement subject to the direction of the Board of Trustees of the Trust (the “Board”) and the officers of the Trust, for the period, in the manner, and on the terms set forth hereinafter.  The Adviser hereby accepts such employment and agrees during such period to render the services and to assume the obligations herein set forth.  The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.
2.           Obligations of, and Services to be Provided by, the Adviser .  The Adviser undertakes to provide the services hereinafter set forth and to assume the following obligations:
A.         Investment Advisory Services .
(i)        The Adviser shall direct the investments of the Fund, subject to and in accordance with the Fund’s investment objective, policies and limitations as provided in its prospectus(es) and statement(s) of additional information (collectively, the “Prospectus”) and other governing instruments, as amended and supplemented from time to time (collectively, “Organizational Documents”), and any other directions and policies which the Board may issue to the Adviser from time to time.
(ii)       The Adviser is authorized, in its discretion and without prior consultation with the Trust, to purchase and sell for the Fund, securities and other investments consistent with the Fund’s objectives and policies.

B.      Corporate Management Services .
(i)      The Adviser shall furnish office space and all office facilities, equipment and personnel necessary for servicing the investments of the Fund.
(ii)      The Adviser shall pay the salaries of all personnel of the Adviser performing services relating to research, statistical and investment activities on behalf of the Fund.
C.       Provision of Information Necessary for Preparation of Registration Statement, Amendments and Other Materials .  The Adviser will make available and provide such information as the Trust and/or its administrator may reasonably request for use in the preparation of its registration statement, reports and other documents required by any applicable federal, foreign or state statutes or regulations.
D.       Code of Ethics .  The Adviser has adopted and will maintain a written code or codes of ethics complying with the requirements of Rule 17j‑1 under the 1940 Act and Rule 204A‑1 under the Advisers Act and will provide the Trust and its administrator, on or prior to the date of this Agreement, a copy of the code or codes of ethics and evidence of its or their adoption.  On an annual basis, an executive officer of the Adviser shall certify to the Board that the Adviser has complied with the requirements of Rule 17j‑1 during the previous year and that there has been no violation of the Adviser’s code or codes of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation.  Upon the written request of the Trust or its administrator, the Adviser shall permit the Trust or its administrator to examine the reports required to be made to the Adviser by Rule 17j‑1.
E         Disqualification .  The Adviser shall immediately notify the Board of the occurrence of any event which would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the 1940 Act or any other applicable statute or regulation.
F.        Non‑Public Personal Information .  Notwithstanding any provision herein to the contrary, the Adviser agrees on behalf of itself and its directors, trustees, managers, members, shareholders, officers, and employees (1) to treat confidentially and as proprietary information of the Trust (a) all records and other information relative to the Fund’s prior, present, or potential shareholders (and clients of said shareholders) and (b) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S‑P (“Regulation S‑P”), promulgated under the Gramm‑Leach‑Bliley Act (the “G‑L‑B Act”), and (2) except after prior notification to and approval in writing by the Trust, not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or as otherwise permitted by Regulation S‑P or the G‑L‑B Act, and if in compliance therewith, the privacy policies adopted by the Trust and communicated in writing to the Adviser.  Such written approval shall not be unreasonably withheld by the Trust and may not be withheld where the Adviser may be exposed to civil or criminal contempt or other proceedings for failure to comply after being requested to divulge such information by duly constituted authorities.
2

The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S‑P, it has implemented safeguards by adopting policies and procedures reasonably designed to insure the security and confidentiality of records and NPI of Fund shareholders; protect against any anticipated threats or hazards to the security or integrity of shareholder records and NPI; and protect against unauthorized access to or use of such shareholder records or NPI that could result in substantial harm or inconvenience to any shareholder.
G.        Other Obligations and Services .  The Adviser shall make its officers and employees available to the Board and officers of the Trust for consultation and discussion regarding the management of the Fund and its investment activities, including at least one in‑person appearance annually before the Board.  The Adviser shall act in accordance with the Trust’s Organizational Documents, Prospectus, and compliance policies and procedures adopted pursuant to Rule 38a‑1 under the 1940 Act in connection with the Adviser’s provision of services under this Agreement.
3.             Execution and Allocation of Portfolio Brokerage .
A.          The Adviser, subject to the control and direction of the Board, shall have authority and discretion to select brokers and dealers to execute portfolio transactions for the Fund, and for the selection of the markets on or in which the transactions will be executed.
B.           In acting pursuant to Section 3.A, the Adviser will place orders through such brokers or dealers in conformity with the portfolio transaction policies set forth in the Trust’s registration statement.
C.            It is understood that neither the Trust nor the Adviser will adopt a formula for allocation of the Fund’s brokerage.
D.          It is understood that the Adviser may, to the extent permitted by applicable laws and regulations, aggregate securities to be sold or purchased for the Fund and for other clients of the Adviser in order to obtain the most favorable price and best execution.  In that event, allocation of the securities purchased or sold, as well as expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to its other clients.
E.          [RESERVED]
F.          Subject to prior notice to the Trust, the Adviser may use brokers who (i) are affiliated with the Advisers provided that no such broker will be utilized in any transaction in which such broker acts as principal; (ii) the commissions, fees or other remuneration received by such brokers is reasonable and fair compared to the commissions fees or other remuneration paid to other brokers in connection with comparable transactions involving similar securities being purchased or sold during a comparable period of time; (iii) and all transactions are made in accordance with the Trust’s affiliated brokerage procedures.
3

G.         The Adviser shall provide such reports as the Board may reasonably request with respect to the Fund’s total brokerage and portfolio transaction activities and the manner in which that business was allocated.
4.         Delegation of Adviser’s Obligations and Services .  The Adviser may enter into one or more contracts (each, a “Sub‑Advisory Agreement”) with a sub‑adviser in which the Adviser delegates to such sub‑adviser any or all of its obligations or services specified in Section 2 of this Agreement, provided that each Sub‑Advisory Agreement imposes on the sub‑adviser bound thereby all the duties and conditions the Adviser is subject to under this Agreement, and further provided that each Sub‑Advisory Agreement meets all requirements of the 1940 Act and rules thereunder.
5.       Expenses .  Except as may be agreed to otherwise by the Trust, on behalf of the Fund, and the Adviser from time to time, the Fund will pay all its expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by such the Fund shall include, without limitation:
A.         fees payable for administrative services;
B.         fees payable for accounting services;
C.         the cost of obtaining quotations for calculating the value of the assets;
D.          interest and taxes;
E.          brokerage commissions, dealer spreads and other costs in connection with the purchase or sale of securities;
F.           a pro rata portion (based on the value of the assets of the Fund relative to the value of the assets of all Portfolios in the Trust or such other equitable methodology approved by the Board (a “Pro Rata Portion”)) of the compensation and expenses of the Trustees of the Board other than those who are “interested persons” of the Trust within the meaning of the 1940 Act;
G.           legal and audit expenses;
H.           fees and expenses related to the registration and qualification of its shares for distribution under state and federal securities laws;
I.            expenses of typesetting, printing and mailing reports, notices and proxy material to shareholders;
J.           all other expenses incidental to holding meetings of the shareholders, including proxy solicitations therefor, except for expenses related to any shareholder meeting convened as a result of a change of control of the Adviser or otherwise convened for the primary benefit of the Adviser, which expenses shall be borne by the Adviser;
4

K.           a Pro Rata Portion of the premiums for the Fund’s fidelity bond and other insurance coverage;
L.           a Pro Rata Portion of the Trust’s association membership dues;
M.          expenses of typesetting for printing Prospectuses;
N.          expenses of printing and distributing Prospectuses to existing shareholders;
O.          out‑of‑pocket expenses incurred in connection with the provision of custodial and transfer agency services;
P.            service fees payable to the distributor for providing personal services to the shareholders and for maintaining shareholder accounts for those shareholders;
Q.            distribution fees; and
R.           such non‑recurring expenses as may arise, including costs arising from threatened legal actions, suits and proceedings to which the Fund is a party and the legal obligation which the Trust, on behalf of the Fund, may have to indemnify its Trustees and officers with respect thereto.
6.   Compensation of the Adviser .  For the services and facilities to be furnished hereunder, the Adviser shall receive advisory fees calculated at the annual rates in Schedule A attached hereto.  The advisory fee shall be payable monthly as soon as practicable after the last day of each month based on the Fund’s average daily net assets.
7.   Activities and Affiliates of the Adviser .
A.       The services of the Adviser to the Trust are deemed not to be exclusive, and the Adviser is free to render services to others and engage in other activities; provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Trust hereunder.
B.       The Trust acknowledges that the Adviser or one or more of its “affiliated persons” may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Adviser, its “affiliated persons” or any of its or their directors, officers, agents or employees may buy, sell or trade in securities for its or their respective accounts (“Affiliated Accounts”).  Subject to any other provisions of this Agreement to the contrary, the Trust agrees that the Adviser or its “affiliated persons” may give advice or exercise investment responsibility and take such other action with respect to Affiliated Accounts which may differ from the advice given or the timing or nature of action with respect to the Fund, provided that the Adviser acts in good faith.  The Trust acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which one or more the Fund may have an interest.  The Adviser shall have no obligation to recommend for any the Fund a position in any investment which an Affiliated Account may acquire, and the Trust shall have no first refusal, co‑investment or other rights in respect of any such investment, either for its Portfolios or otherwise.
5

8.   Liabilities of the Adviser .
A.         Except as provided below, in the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or to any shareholder of the Trust or the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of the Fund.  Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, the Fund or any shareholder of the Fund may have under any federal securities law or state law.
B.        No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or the Adviser, from liability in violation of Sections 17(h), 17(i), 36(a) or 36(b) of the 1940 Act.
9.   Record Keeping and Reports .
A.       The Adviser will maintain all books and records with respect to the Trust’s securities transactions required by the 1940 Act and rules thereunder (other than those records being maintained by the Trust’s administrator, custodian or transfer agent) and preserve such records for the periods prescribed therefore.
B.      The Adviser shall regularly report to the Board on the investment program of the Fund and the issuers and securities generally represented in the Fund, and will furnish the Board such periodic and special reports as the Board may reasonably request.  The Trust shall furnish or otherwise make available to the Adviser such financial reports, proxy statements, policies and procedures and other information relating to the business and affairs of the Trust as the Adviser may reasonably require in order to discharge its duties and obligations hereunder.
C.      The Adviser acknowledges that, in compliance with the Sarbanes‑Oxley Act of 2002 (the “Sarbanes‑Oxley Act”), and the implementing regulations promulgated thereunder, the Trust and the Fund are required to make certain certifications and have adopted disclosure controls and procedures.  To the extent reasonably requested by the Trust, the Adviser agrees to use its best efforts to assist the Trust and the Fund in complying with the Sarbanes‑Oxley Act and implementing the Trust’s disclosure controls and procedures. The Adviser agrees to inform the Trust of any material development related to the Fund that the Adviser reasonably believes is relevant to the Funds’ certification obligations under the Sarbanes‑Oxley Act.
6

10.   Reservation of Name .
A.       The Fund shall have a license to use, but no other rights in or to, the name “Pemberwick” only as long as this Agreement or any extension, renewal or amendment remains in effect.  The Trust hereby agrees that in the event that neither the Adviser nor any of its affiliates acts as investment adviser to the Fund, the name of the Fund will be changed to one that does not contain the name “Pemberwick Investment Advisers, LLC” or “Pemberwick” or otherwise suggest an affiliation with the Adviser.  The Adviser shall have all rights in and to the Fund’s name, or any name derived from the Adviser’s name.  The Adviser shall be responsible for any issue or dispute regarding copyright, tradename or patent infringement with respect to the Fund’s name.
B.       The name “Manager Directed Portfolios” or “MDP” is the property of the Trust for trademark and all other purposes.  In the event the Adviser shall cease to act as investment adviser to the Fund, the Adviser shall promptly take all necessary and appropriate action to discontinue use of the Trust’s name and will further refrain from using the Trust’s name; provided, however, that the Adviser may continue to use the Trust’s name for the sole purpose of identifying the Trust as an account formerly managed by the Adviser or as otherwise consented to by the Trust in writing prior to such use.
11.   Effective Date; Term .  This Agreement shall become effective on the date first written above and shall remain in force for an initial period of not more than two years from such date, and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board, including the vote of a majority of the Trustees who are not “interested persons” of the Trust, cast in person at a meeting called for the purpose of voting on such approval, or by vote of a “majority of the outstanding voting securities” of the Fund.  The aforesaid provision shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder.
12.   Assignment .  No “assignment” of this Agreement shall be made by the Adviser, and this Agreement shall terminate automatically in event of such assignment.  The Adviser shall notify the Trust in writing in advance of any proposed change of “control” to enable the Trust to take the steps necessary to enter into a new investment advisory agreement.
13.   Amendment .  This Agreement may be amended at any time, but only by written agreement between the Adviser and the Trust, which amendment is subject to the approval of the Board and, where required by the 1940 Act, the shareholders of the Fund in the manner required by the 1940 Act and the rules thereunder.
14.   Termination .  This Agreement:
A.          may at any time be terminated without payment of any penalty by the Trust with respect to the Fund by vote of the Board or by the vote of a “majority of the outstanding voting securities” of the Fund on sixty (60) days’ written notice to the Adviser;
B.          shall immediately terminate in the event of its “assignment;” and
7

C.         may be terminated with respect to the Fund by the Adviser on sixty (60) days’ written notice to the Trust.
15.   Definitions .  As used in this Agreement, the terms “affiliated person,” “assignment,” “control,” “interested person” and “majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to any applicable orders of exemption issued by the Securities and Exchange Commission.
16.   No tice .  Any notice under this Agreement shall be given in writing addressed and delivered or mailed postage prepaid to the other party to this Agreement at its principal place of business.
17.   Severability .  If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
18.   Governing Law .  To the extent that state law has not been preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the state of Delaware.

8

IN WITNESS WHEREOF the parties have caused this instrument to be signed on their behalf by their respective officers thereunto duly authorized as of the date first written above.
MANAGER DIRECTED PORTFOLIOS


By:  /s/ Douglas J. Neilson    
Name:    Douglas J. Neilson
Title:      President



PEMBERWICK INVESTMENT ADVISORS, LLC


By:  /s/ James P. Hussey     
Name:  James P. Hussey
Title:     President

9

Schedule A
to
Investment Advisory Agreement
Between
Manager Directed Portfolios
and
Pemberwick Investment Advisors, LLC


Series or Fund of
Manager Directed Portfolios
Annual Fee Rate as a
Percentage of Average Daily Net Assets
Pemberwick Fund
0.25%



Form of SUB-ADVISORY AGREEMENT
AGREEMENT made this ____ day of _______________, 2016 between Pemberwick Investment Advisors LLC (the “Adviser”) and J.P. Morgan Investment Management Inc. (the “Sub-Adviser”).
WHEREAS, Manager Directed Portfolios, a Delaware statutory trust (the “Trust”), is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated ____________________, 2016 (the “Advisory Agreement”) with the Trust, pursuant to which the Adviser acts as investment adviser to the series of the Trust set forth on Schedule A attached hereto (the “Fund”) as such Schedule may be amended by mutual agreement of the parties hereto; and
WHEREAS, the Advisory Agreement permits the Adviser to delegate certain of its duties to a subadviser, subject to the requirements of the 1940 Act.
WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub‑Adviser to provide investment advisory services with respect to a portion of the Fund’s assets, and the Sub-Adviser is willing to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1.
Duties of the Sub-Adviser.   Subject to supervision by the Adviser and the Trust’s Board of Trustees, the Sub-Adviser shall manage the portion of the Fund’s portfolio designated by the Adviser (the “Allocated Portion”), including the purchase, retention and disposition of securities and other assets held in the Allocated Portion, in accordance with the Fund’s investment objectives, policies and restrictions as stated the Fund’s prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
 
(a)
The Sub-Adviser shall, in its discretion and without prior consultation with the Adviser determine from time to time what investments will be purchased, retained or sold by the Fund, and what portion of the Allocated Portion will be invested or held uninvested in cash.
 
(b)
In the performance of its duties and obligations under this Agreement, the Sub‑Adviser shall act in conformity with the Trust’s Declaration of Trust (as defined herein) and the Prospectus and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986 (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time.
 
(c)
The Sub-Adviser shall determine the investments to be purchased or sold by the Fund as provided in subparagraph (a) and will select brokers and dealers to effect all portfolio transactions subject to the requirements of the following sentence.  In executing Fund transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Fund the best overall terms available.
 

In assessing the best overall terms available for any transaction, the Sub‑Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific   transaction and on a continuing basis.  The Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including, subject to prior notice to the Trust and compliance with the Trust’s affiliated brokerage procedures, brokers and dealers that are affiliated with the Adviser, the Sub-Adviser or the Trust’s principal underwriter) if the Sub‑Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms.  In no instance, however, will the Fund’s assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act.
(d)
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub‑Adviser hereby agrees that all records which it maintains for the Fund are the property of the Trust and further agrees to surrender promptly to the Trust copies of any of such records upon the Fund’s or the Adviser’s request, provided, however, that the Sub-Adviser may retain a copy of such records.  The Sub‑Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the 1940 Act.
 
(e)
The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions in the Allocated Portion and shall provide the Adviser with such information upon request of the Adviser.
 
(f)
The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, including other investment companies and accounts following the same investment strategy as the Fund.
 
(g)
(i) Except under the circumstances set forth in subsection (ii), the Sub-Adviser shall not be responsible for reviewing proxy solicitation materials or voting and handling proxies in relation to the securities held in the Allocated Portion.
 
(ii)
The Sub-Adviser hereby agrees that upon 60 days’ written notice from the Adviser, the Sub-Adviser shall assume responsibility for reviewing proxy solicitation materials and voting proxies in relation to the securities held in the Allocated Portion in accordance with the Sub-Adviser’s proxy voting policies.  As of the time the Sub-Adviser shall assume such responsibilities with respect to proxies under this sub-section (ii), the Adviser shall instruct the custodian and other parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser.
 
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(h)
In performance of its duties and obligations under this Agreement, the Sub‑Adviser shall not consult with any other sub-adviser to the Fund or a sub‑adviser to a portfolio that is under common control with the Fund concerning the Allocated Portion, except as permitted by the policies and procedures of the Fund.
 
(i)
On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, but shall not be required to, aggregate the order for securities to be sold or purchased.  In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable to each entity.
 
(j)
As the Adviser or the Board may reasonably request, the Sub-Adviser will furnish reports on portfolio transactions and reports on the holdings of the Allocated Portion in such detail as the requesting party may reasonably request.  As mutually agreed upon by the parties to this Agreement, the Sub‑Adviser also will provide the Fund and the Adviser quarterly economic and investment analyses and reports or other investment services normally available to the Sub-Adviser’s other clients.  Upon reasonable advance notice, the Sub-Adviser will make its officers and employees available to meet with the Adviser and the Board on an annual basis at the Trust’s principal place of business or another mutually agreed location to review the Allocated Portion.  The Sub-Adviser will promptly inform the Trust and the Adviser of material changes in investment strategy, tactics or key personnel.  The Sub-Adviser will provide notice to the Trust and the Adviser of any changes to the Sub-Adviser’s ownership at the same time the Sub-Adviser notifies all of its clients.  Upon reasonable advance notice, the Sub-Adviser also will provide information to the Adviser reasonably necessary to assist the Adviser in ensuring the investment management of the Funds complies with the Internal Revenue Code of 1986, the 1940 Act, the Securities Act of 1933, as amended, and any state securities law, rule or regulation.   The Sub-Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.
 
(k)
The Sub-Adviser will comply in all material respects with Rule 17j-l under the 1940 Act and Rule 204A-1 of the Advisers Act.  Upon request, the Sub-Advisor will confirm to the Adviser that (a) it had a Code of Ethics that complied with the requirements of Rule 17j-1 during the previous calendar quarter and that (b) except as otherwise disclosed, there have been no material violations of or material changes in the Code of Ethics, or if a material violation has occurred, the substance of the material violation.  (Please note that JPMIM reports violations of  JPMIM’s Code of Ethics in Pemberwick’s quarterly compliance questionnaire.)
 
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(l)
In accordance with the valuation procedures adopted by the Board, as amended from time to time, the Sub-Adviser shall provide reasonable assistance with fair valuation of those securities in which it invests the Fund’s assets for which readily available market prices are unavailable.
 
(m)
Subject to any other written instructions of the Adviser, the Trust or the Fund, the Sub-Adviser is hereby appointed as the Adviser’s, the Trust’s and the Fund’s agent and attorney-in-fact for the limited purpose of executing account documentation, agreements, contracts and other documents as the Sub-Adviser is requested by brokers, dealers, counterparties and other persons in connection with its management of the Allocated Portion; provided, however, that any such documentation that the Sub-Adviser shall execute shall comply in all material respects with all laws, rules and regulations applicable to the business of the Trust, including but not limited to the 1940 Act and the rules and regulations thereunder.  The Sub‑Adviser shall provide the Adviser and the Trust with copies of any documents executed on behalf of the Trust hereunder as soon as possible after the execution of any such documents.
 
2.
Delivery of Documents.   The Adviser has furnished the Sub-Adviser with copies of each of the following documents:
 
(a)
The Trust’s Agreement and Declaration of Trust (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the “Declaration of Trust”);
 
(b)
By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”);
 
(c)
Prospectus of the Fund; and
 
(d)
Policies and procedures of the Trust that govern the Sub-Adviser’s management of the Allocated Portion under this Agreement (as in effect on the date of this Agreement and as are amended from time to time).
 
3.
Confidential Treatment.
 
(a)
Subject to the duties of the parties to comply with applicable laws, including any demand of any regulatory or taxing authority having jurisdiction or under compulsory process of law, each party agrees that it will treat confidentially all information provided by the Fund, the Sub‑Adviser, the Adviser or the Trust (the “Discloser”) regarding the Discloser’s businesses and operations, including without limitation the investment activities or holdings of the Allocated Portion or the Fund (“Confidential Information”).  All Confidential Information provided by the Discloser shall be used only by the other party hereto (the “Recipient”) solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party,   without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates under common control with Recipient on a need-to-know basis and solely for the purposes of rendering services under this Agreement.
 
4

(b)
Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party.
 
(c)
Notwithstanding anything to the contrary in the foregoing, to the extent that any market counterparty with whom Sub-Adviser deals requires information relating to the Allocated Portion or the Fund (including, but not limited to, the identity and market value of the Fund), Sub- Adviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Fund.
 
(d)
It is understood that any information or recommendation supplied by, or produced by, the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded by the Fund and the Adviser as confidential and for use only by the Adviser and the Fund.  Furthermore, except as required by law (including, but not limited to semi-annual, annual or other filings made under the 1940 Act) or as agreed to by the Adviser and the Sub-Adviser, the Adviser, the Sub-Adviser and the Fund will not disclose, in any manner whatsoever except as expressly authorized in this Agreement, any Fund portfolio holdings information that identifies such portfolio holdings as part of the Assets unless in accordance with the Fund’s portfolio holdings disclosure policy.
 
4.
Compensation to the Sub-Adviser .  For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser a sub-advisory fee at the rate specified in Schedule B which is attached hereto and made part of this Agreement.  The fee will be calculated based on the average daily value of the Allocated Portion under the Sub-Adviser’s management and will be paid to the Sub-Adviser monthly.
 
5.
Limitation On the Sub-Adviser’s Obligations and Liabilit y.
 
(a)
In the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser, or reckless disregard of its obligations and duties hereunder, neither the Sub-Adviser nor its officers, directors, employees or agents shall be subject to any liability to the Adviser or the Fund for any act or omission in the course of, or connected with, rendering services hereunder.
 
(b)
The Sub-Adviser does not guarantee the future performance of the Allocated Portion or any specific level of performance, the success of any investment decision or strategy that the Sub-Adviser may use, or the success of the Sub-Adviser’s overall management of the Allocated Portion.  The Adviser understands that investment decisions made for the Fund by the Sub-Adviser are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.  The Sub-Adviser will manage only the Allocated Portion and in making investment decisions for the Fund, the Sub-Adviser will not consider any other securities, cash or other investments owned by the Fund.
 
5

(c)
Neither the Adviser nor the Sub-Adviser shall be liable for special, consequential or incidental damages.
 
6.
Indemnification.
 
(a)
The Sub-Adviser agrees to indemnify the Adviser for, and hold it harmless against, any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sub-Adviser) or litigation (including reasonable legal and other expenses) to which the Adviser may become subject (“Losses”) as a direct result of the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement; provided, however, that nothing contained herein shall require that the Adviser be indemnified for Losses that resulted from the Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement; further provided that the Sub-Adviser shall have been given written notice concerning any matter for which indemnification is claimed under this Section.
 
(b)
The Adviser agrees to indemnify the Sub-Adviser for, and hold it harmless against, any and all Losses to which the Sub-Adviser may become subject as a direct result of this Agreement or the Sub-Adviser’s performance of its duties hereunder; provided, however, that nothing contained herein shall require that the Sub-Adviser be indemnified for Losses that resulted from the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement; provided that the Adviser shall have been given written notice concerning any matter for which indemnification is claimed under this Section.
 
7.
Duration and Termination.   This Agreement shall become effective upon approval by the Trust’s Board of Trustees and its execution by the parties hereto.
 
This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund (a) by the Fund at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Fund, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days’ written notice to the Sub‑Adviser, or (c) by the Sub-Adviser at any time, without the payment of any penalty, on not more than 60 days’ written notice to the Adviser.  This Agreement shall terminate automatically in the event of its assignment, or in the event of a termination of the Advisory Agreement.  As used in this Paragraph 7, the terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act.
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8.
Compliance Program of the Sub-Adviser.   The Sub-Adviser hereby represents and warrants that:
 
(a)
in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and
 
(b)
to the extent that the Sub-Adviser’s activities or services could affect the Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1 under the 1940 Act) by the Fund and the Sub-Adviser (the policies and procedures referred to in this Paragraph 9(b), along with the policies and procedures referred to in Paragraph 9(a), are referred to herein as the Sub-Adviser’s “Compliance Program”).
 
9.
Reporting of Compliance Matters.   The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief Compliance Officer of the Trust and/or the Adviser with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Sub-Adviser regarding the Sub-Adviser’s compliance with Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in Rule 38a-1 under the 1940 Act.  The Sub-Adviser shall make its officers and employees available to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to time to review the Sub-Adviser’s Compliance Program and its adherence thereto.
 
10.
Delegation to Third Parties.   The Sub-Adviser may employ an affiliate or a third party to perform any accounting, administrative, reporting and ancillary services required to enable the Sub-Adviser to perform its functions under this Agreement.  Notwithstanding any other provision of the Agreement, Sub-Adviser may provide information about the Fund to any such affiliate or other third party for the purpose of providing the services contemplated under this clause.  The Sub-Adviser will act in good faith in the selection, use and monitoring of affiliates and other third parties, and any delegation or appointment hereunder shall not relieve the Sub-Adviser of any of its obligations under this Agreement.
 
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11.
Disclosure.   Neither the Fund nor the Adviser shall, without the prior written consent of the Sub-Adviser, make representations regarding or reference to the Sub-Adviser or any affiliates in any disclosure document, advertisement, sales literature or other promotional materials except as required by applicable law or regulation.  The Sub-Adviser shall not, without the prior written consent of the Adviser or the Fund, as applicable, make representations regarding or references to the Adviser or the Fund or any of their affiliates in any disclosure document, advertisement, sales literature or other promotional materials except as required by applicable law or regulation.
 
12.
Representations and Warranties of the Sub-Adviser .  The Sub-Adviser represents and warrants to Adviser, the Trust, and the Fund as follows:
 
(a)
The Sub-Adviser:  (i) is registered as an investment adviser under the Advisers Act; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order the perform the services contemplated by this Agreement; and (iv) has the authority to enter into and perform the services contemplated by this Agreement.
 
(b)
Neither the Sub-Adviser nor any officer, director, partner or employee of the Sub‑Adviser is subject to any event set forth in Section 9 of the 1940 Act that would disqualify the Sub-Adviser from acting as an investment adviser to an investment company under the 1940 Act.  The Sub-Adviser will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub‑Adviser from serving as an investment adviser to an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
 
(c)
The execution, delivery and performance by the Sub-Adviser of this Agreement are within its powers and have been duly authorized by all necessary action, and no action or filing with any governmental body, agency or official is required for the execution, delivery and performance of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a default under any provision of applicable law, rule or regulation, the Sub-Adviser’s governing instruments or any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser.
 
(d)
This Agreement is a valid and binding agreement of the Sub-Adviser.
 
13.
Representations and Warranties of the Adviser .  Advisor represents and warrants to the Sub-Adviser, as follows:
 
(a)
The Adviser is registered as an investment adviser under the Advisers Act.
 
8

(b)
The execution, delivery and performance by the Adviser of this Agreement are within its powers and have been duly authorized by all necessary action, and the Adviser has caused to be taken, and the Adviser and the Fund (including Fund shareholders) have taken, all necessary action under the Advisory Agreement and the 1940 Act to authorize the appointment of the Sub-Adviser under this Agreement, and no action or filing with any governmental body, agency or official is required for the execution, delivery and performance of this Agreement;
 
(c)
This Agreement is a valid and binding agreement of the Adviser.
 
14.
Governing Law.   This Agreement shall be governed by the internal laws of the State of New York, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.
 
15.
Severability.   Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
 
16.
Notice.   Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:
 
 
To the Adviser at:
Pemberwick Investment Advisors, LLC
Attn: James P. Hussey, President
340 Pemberwick Road
Greenwich, CT 06831
   
To the Sub-Adviser at:
J. P. Morgan Investment Management Inc.
270 Park Avenue
New York, NY 10017
Attention: Funds — Legal
   
Copy to the Fund at:
Manager Directed Portfolios
Attn: Douglas J. Neilson, President
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue, 5 th Floor
Milwaukee, WI 53202

17.
Entire Agreement.   This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement’s subject matter.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
 
9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above.
Pemberwick Investment Advisors LLC
J.P. Morgan Investment Management Inc.
   
By: _______________________  
By:__________________    
   
Name:   James P. Hussey
Name:    
   
Title:     President
Title:    
   

10

Schedule A
Pemberwick Fund

11

Schedule B
Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows:
0.20% on the first $50 million of average daily value of the Allocated Portion;
0.15% on the next $50 million of average daily value of the Allocated Portion;
0.125% on the next $100 million of average daily value of the Allocated Portion;
0.10% on the next $100 million of average daily value of the Allocated Portion;
0.08% on the next $200 million of average daily value of the Allocated Portion;
0.06% on the next $500 million of average daily value of the Allocated Portion;
0.04% on the average daily value of the Allocated Portion over $1 billion.
The fee will be calculated based on the average daily value of the Allocated Portion under the Sub‑Adviser’s management and will be paid to the Sub-Adviser monthly.

12
 


Form of DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and effective and of September 27, 2016, by and between Manager Directed Portfolios , a Delaware statutory trust (the “ Trust ”) and Quasar Distributors, LLC , a Delaware limited liability company (the “ Distributor ”).  Pemberwick Investment Advisors, LLC , a Delaware limited liability company and the investment advisor to the Trust (the “ Advisor ”), is a party hereto with respect to Sections 3 F. and 6 only.

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “ 1940 Act ”), as an open-end management investment company, and is authorized to issue shares of beneficial interest (“ Shares ”) in separate series, with each such series representing interests in a separate portfolio of securities and other assets;
WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), and is a member of the Financial Industry Regulatory Authority (“ FINRA ”);
WHEREAS, the Trust desires to retain the Distributor as principal underwriter in connection with the offer and sale of the Shares of each series of the Trust listed on Exhibit A hereto (as amended from time to time) (each a “ Fund ”); and
WHEREAS, this Agreement has been approved by a vote of the Trust’s board of trustees (the “ Board ”), including its disinterested trustees voting separately, in conformity with Section 15(c) of the 1940 Act.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1.   Appointment of Quasar as Distributor .  The Trust hereby appoints the Distributor as its agent for the sale and distribution of Shares of the Fund in jurisdictions wherein the Shares may be legally offered for sale, on the terms and conditions set forth in this Agreement, and the Distributor hereby accepts such appointment and shall perform the services and duties set forth in this Agreement.  The services and duties of the Distributor shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against the Distributor hereunder.
2.   Services and Duties of the Distributor .
A.
The Distributor shall sell Shares on a best efforts basis as agent for the Trust upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus.  As used in this Agreement, the term “ Prospectus ” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to the Fund and included in the currently effective registration statement (the “ Registration Statement ”) of the Trust filed under the Securities Act of 1933, as amended (the “ 1933 Act ”) and the 1940 Act.  The Trust shall in all cases receive the net asset value per Share on all sales.  If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below.
 
1

B.
During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will accept such orders on behalf of the Trust.  Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus.
 
C.
The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System.
 
D.
The Distributor acknowledges that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust.
 
E.
The Distributor shall cooperate with the Trust or its agent in the development of all proposed advertisements and sales literature (“ Communications with the Public ”) relating to the Fund.  The Distributor shall review all proposed Communications with the Public for compliance with applicable laws and regulations, and shall file with appropriate regulators those Communications with the Public it believes are in compliance with such laws and regulations.  The Distributor shall furnish to the Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials.
 
F.
The Distributor, at its sole discretion, may repurchase Shares offered for sale by shareholders of the Fund.  Repurchase of Shares by the Distributor shall be at the price determined in accordance with, and in the manner set forth in, the Prospectus.  At the end of each business day, the Distributor shall notify the Trust and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last notification, the amount to be paid for such Shares and the identity of the shareholders offering Shares for repurchase.  The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor.  The Distributor shall also act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder requests for redemption of Shares.
 
G.
The Distributor may, in its discretion, enter into agreements with such qualified broker-dealers as it may select, in order that such broker-dealers also may sell Shares of the Fund.  The form of any dealer agreement shall be approved by the Trust.  To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling broker-dealer, as described in the Prospectus.
 
H.
The Distributor shall devote its best efforts to effect sales of Shares of the Fund but shall not be obligated to sell any certain number of Shares.
 
2

I.
The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of any 12b-1 payments received by the Distributor.
 
J.
The Distributor shall advise the Trust promptly in writing of the initiation of any proceedings against it by the SEC or its staff, FINRA or any state regulatory authority.
 
K.
The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable FINRA rules.
 
3.   Representations and Covenants of the Trust .
A.
The Trust hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
 
i.
it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
 
ii.
this Agreement has been duly authorized, executed and delivered by the Trust in accordance with all requisite action and constitutes a valid and legally binding obligation of the Trust, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
 
iii.
it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted;
 
iv.
there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;
 
v.
all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable;
 
vi.
the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and
 
vii.
the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Trust or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects.
 
3

B.
The Trust, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Trust and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated.  The Trust authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
 
C.
The Trust shall advise the Distributor promptly in writing:
 
i.
of any material correspondence or other communication by the Securities and Exchange Commission (the “ SEC ”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus;
 
ii.
in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
 
iii.
of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading;
 
iv.
of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and
 
v.
in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC.
 
D.
The Trust shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information.
 
E.
The Trust shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
 
4

F.
The Trust shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value.  In addition, the Trust shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Trust by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request.  The Trust shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings.  The Trust and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor.  Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials.
 
G.
The Trust has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage.  In addition, the Trust shall not enter into any agreement (whether orally or in writing) under which the Trust directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company.  In the event the Trust fails to comply with the provisions of FINRA Rule 2830(k), the Trust shall promptly notify the Distributor.
 
4.   Additional Representations and Covenants of the Distributor .  The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that:
A.
It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
 
B.
This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
 
5

C.
It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;
 
D.
It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA;
 
E.
It: (i) has adopted an anti-money laundering compliance program (“ AML Program ”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Trust and the Advisor if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and
 
F.
In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations.
 
5.   Standard of Care .
A.
The Distributor shall use its best judgment and reasonable efforts in rendering services to the Trust under this Agreement but shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by the Distributor in writing.  The Distributor shall not be liable to the Trust or any of the Trust’s shareholders for any error of judgment or mistake of law, for any loss arising out of any investment, or for any action or inaction of the Distributor in the absence of bad faith or willful misfeasance in the performance of the Distributor’s duties or obligations under this Agreement or by reason of the Distributor’s reckless disregard of its duties and obligations under this Agreement
 
B.
The Distributor shall not be liable for any action taken or failure to act in good faith reliance upon:
 
     
i.   the advice of the Trust or of counsel, who may be counsel to the Trust or counsel to the Distributor;
   
ii.   any oral instruction which it receives and which it reasonably believes in good faith was transmitted by the person or persons authorized by the Board to give such oral instruction (the Distributor shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction);
  
iii.   any written instruction or certified copy of any resolution of the Board, and the Distributor may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by the Distributor to have been validly executed; or
 
6

 
iv.   any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by the Distributor to be genuine and to have been signed or presented by the Trust or other proper party or parties; and the Distributor shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which the Distributor reasonably believes in good faith to be genuine.
 
C.
The Distributor shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdowns, flood or catastrophe, epidemic, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.  
 
6.   Compensation .  The Distributor shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time).  The Distributor shall also be reimbursed for such miscellaneous expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by the Distributor in performing its duties hereunder.  The Advisor shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute.  The Advisor shall notify the Distributor in writing within 30 calendar days following receipt of each invoice if the Advisor is disputing any amounts in good faith. The Advisor shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid.  With the exception of any fee or expense the Advisor is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date.  Notwithstanding anything to the contrary, amounts owed by the Advisor to the Distributor shall only be paid out of the assets and property of the particular Fund involved.  Such fees and expenses shall be paid to Distributor by the Trust from Rule 12b-1 fees payable by the appropriate Fund or, if the Fund does not have a Rule 12b-1 plan, or if Rule 12b-1 fees are not sufficient to pay such fees and expenses, or if the Rule 12b-1 plan is discontinued, or if the Advisor otherwise determines that Rule 12b-1 fees shall not, in whole or in part, be used to pay Distributor, the Advisor shall be responsible for the payment of the amount of such fees and expenses not covered by Rule 12b-1 payments.
7.   Expenses .
A.
The Trust shall bear all costs and expenses in connection with the registration of its Shares with the SEC and its related compliance with state securities laws, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders, including but not limited to: (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statements and Prospectuses, as well as related advertising and sales literature; (iii) costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Trust pursuant to Section 3(D) hereof.
 
7

B.
The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification.  The Distributor does not assume responsibility for any expenses not expressly assumed hereunder.
 
8.   Indemnification .
A.
The Trust shall indemnify, defend and hold the Distributor and each of its managers, officers, employees, representatives and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “ Distributor Indemnitees ”), free and harmless from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) (collectively, “ Losses ”) that the Distributor Indemnitees may sustain or incur or that may be asserted against a Distributor Indemnitee by any person (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Trust or its agent, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) based upon the Trust’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement; provided however that the Trust’s obligation to indemnify the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof.  The Trust’s agreement to indemnify the Distributor Indemnitees is expressly conditioned upon the Trust being notified of such action or claim of loss brought against the Distributor Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Distributor Indemnitees, unless the failure to give notice does not prejudice the Trust; provided that the failure so to notify the Trust of any such action shall not relieve the Trust from any liability which the Trust may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Trust’s indemnity agreement contained in this Section 8(A).
 
8

B.
The Trust shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by the Trust and approved by the Distributor, which approval shall not be unreasonably withheld.  In the event the Trust elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them.  If the Trust does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Trust, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust and the Distributor Indemnitees, the Trust will reimburse the Distributor Indemnitees for the reasonable fees and expenses of any counsel retained by them.  The Trust’s indemnification agreement contained in Sections 8(A) and 8(B) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement.  This agreement of indemnity will inure exclusively to the benefit of the Distributor Indemnitees and their successors.  The Trust shall promptly notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or trustees in connection with the offer and sale of any of the Shares.
 
C.
The Trust shall advance attorneys’ fees and other expenses incurred by any Distributor Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law.
 
D.
The Distributor shall indemnify, defend and hold the Trust and each of its trustees, officers, employees, representatives and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “ Trust Indemnitees ”), free and harmless from and against any and all Losses that the Trust Indemnitees may sustain or incur or that may be asserted against a Trust Indemnitee by any person (i) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Distributor, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statement not misleading, or (iii) based upon the Distributor’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement; provided however that with respect to clauses (i) and (ii), above, the Distributor’s obligation to indemnify the Trust Indemnitees shall only be deemed to cover Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Trust or its counsel by the Distributor for the purpose of, and used in, the preparation thereof.  The Distributor’s agreement to indemnify the Trust Indemnitees is expressly conditioned upon the Distributor being notified of any action or claim of loss brought against the Trust Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Trust Indemnitees, unless the failure to give notice does not prejudice the Distributor; provided that the failure so to notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, otherwise than on account of the Distributor’s indemnity agreement contained in this Section 8(D).
 
9

E.
The Distributor shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Trust, which approval shall not be unreasonably withheld.  In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Trust Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them.  If the Distributor does not elect to assume the defense of any such suit, or in case the Trust does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust Indemnitees and the Distributor, the Distributor will reimburse the Trust Indemnitees for the reasonable fees and expenses of any counsel retained by them.  The Distributor’s indemnification agreement contained in Sections 8(D) and 8(E) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement.  This agreement of indemnity will inure exclusively to the benefit of the Trust Indemnitees and their successors.  The Distributor shall promptly notify the Trust of the commencement of any litigation or proceedings against the Distributor or any of its officers or directors in connection with the offer and sale of any of the Shares.
 
F.
The Distributor shall advance attorneys’ fees and other expenses incurred by any Trust Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law.
 
G.
No party to this Agreement shall be liable to the other parties for consequential, special or punitive damages under any provision of this Agreement.
 
10

H.
No person shall be obligated to provide indemnification under this Section 8 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of FINRA; provided however that , in such event indemnification shall be provided under this Section 8 to the maximum extent so permissible.
 
9.   Proprietary and Confidential Information .  The Distributor agrees on behalf of itself and its managers, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust.  Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already in the possession of the Distributor prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph.
Further, the Distributor will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time.  In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.
10.   Compliance with Laws .  The Trust has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001 and the policies and limitations of the Fund relating to its portfolio investments as set forth in its Prospectus and statement of additional information.  The Distributor’s services hereunder shall not relieve the Trust of its responsibilities for assuring such compliance or the Board of Trustee’s oversight responsibility with respect thereto.
11.   Term of Agreement; Amendment; Assignment .
A.
This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed.  Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof.  Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Trust’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval.
 
11

B.
Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Trust upon the vote of a majority of the members of its Board who are not “interested persons” of the Trust and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor.  The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Trust.  If required under the 1940 Act, any such amendment must be approved by the Trust’s Board, including a majority of the Trust’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment.  In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor.  This Agreement will automatically terminate in the event of its “assignment.”
 
C.
As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act.
 
D.
Sections 8 and 9 shall survive termination of this Agreement.
 
12.   Early Termination .  In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the term, the Trust shall pay the following fees:
A.
all monthly fees through the life of the Agreement, including the repayment of any negotiated discounts;
 
B.
all fees associated with converting services to successor service provider;
 
C.
all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
 
D.
all miscellaneous costs associated with A-C above.
 
13.   Duties in the Event of Termination .  In the event that, in connection with termination, a successor to any of the Distributor’s duties or responsibilities hereunder is designated by the Trust by written notice to the Distributor, the Distributor will promptly, upon such termination and at the expense of the Trust, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by the Distributor under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which the Distributor has maintained the same, the Trust shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from the Distributor’s personnel in the establishment of books, records, and other data by such successor.  If no such successor is designated, then such books, records and other data shall be returned to the Trust.
12

14.   Governing Law .  This   Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles.  To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.
15.   No Agency Relationship .  Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.
16.   Services Not Exclusive .  Nothing in this Agreement shall limit or restrict the Distributor from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
17.   Invalidity .  Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
18.   Notices .   Any notice required or permitted to be given by any party to the others shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other parties’ respective addresses as set forth below:
Notice to the Distributor shall be sent to:

Quasar Distributors, LLC
Attn:  President
615 East Michigan Street
Milwaukee, Wisconsin  53202

notice to the Trust shall be sent to:

Manager Directed Portfolios
c/o U.S. Bancorp Fund Services
Attn:  Doug J. Neilson
615 E. Michigan Street
Milwaukee, WI 53202

13

and notice to the Advisor shall be sent to:

Pemberwick Investment Advisors, LLC
340 Pemberwick Road
Greenwich, CT 06831
Attn:  President


19.   Multiple Originals .   This   Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.

The parties hereby agree that the Distribution Services provided by Quasar Distributors, LLC will commence on or after September 27, 2016.
 

MANAGER DIRECTED PORTFOLIOS
QUASAR DISTRIBUTORS, LLC
 
 
By: /s/ Doug J. Neilson
By: /s/ James R. Schoenike
 
 
Name: Doug J. Neilson
Name: James R. Schoenike
 
 
 Title: President Title: President


 
   
PEMBERWICK INVESTMENT ADVISORS, LLC
(with respect to Sections 3 F. and  6 only)

By:________________________________
Name:_____________________________
Title:______________________________
14

Exhibit A
to the
Distribution Agreement

Fund Names

Separate Series of Manager Directed Portfolios

Name of Series
Pemberwick Fund

A-1

Exhibit B
to the
Distribution Agreement – Manager Directed Portfolios

Quasar Distributors,LLC Regulatory Distribution Services Fee Schedule - September, 2016

Regulatory Distribution Annual Services Per Fund*
____ basis point on average net assets over $____
Base annual fee:
§
$____ per fund
Default sales loads and distributor concession, if applicable, are paid to Quasar.
Standard Advertising Compliance Review
§
$____ per communication piece for the first 10 pages (minutes if audio or video); $____ per page (minute if audio or video) thereafter.
§
$____ FINRA filing fee per communication piece for the first 10 pages (minutes if audio or video); $____ per page (minute if audio or video) thereafter. FINRA filing fee subject to change. (FINRA filing fee may not apply to all communication pieces.)

Expedited Advertising Compliance Review
§
$____ for the first 10 pages (minutes if audio or video); $____ per page (minute if audio or video) thereafter, 24 hour initial turnaround.
§
$____ FINRA filing fee per communication piece for the first 10 pages (minutes if audio or video); $____ per page (minute if audio or video) thereafter. FINRA filing fee subject to change. (FINRA filing fee may not apply to all communication pieces.)

Licensing of Investment Advisor’s Staff (if desired)
§
$____ per year per registered representative
§
Quasar sponsors the following licenses: Series 6, 7, 24, 26, 27, 63, 66
§
$____ per FINRA designated branch location
§
All associated FINRA and state fees for registered representatives, including license and renewal fees

Fund Fact Sheets
§
Design - $____ per fact sheet, includes first production
§
Production - $____ per fact sheet per each production period
§
All printing costs are Miscellaneous expenses in addition to the design and production fees
§
Web sites, third-party data provider costs, brochures, and other sales support materials – Project priced via Quasar proposal

Miscellaneous Expenses
Reasonable Miscellaneous expenses incurred by the Distributor in connection with activities primarily intended to result in the sale of shares, including, but not limited to:
§
Typesetting, printing and distribution of prospectuses and shareholder reports
§
Production, printing, distribution, and placement of advertising, sales literature, and materials
§
Engagement of designers, free-lance writers, and public relations firms
§
Postage, overnight delivery charges
§
FINRA registration fees/other costs to fulfill regulatory requirements
§
Record retention (Including RR email correspondence if applicable)
§
Travel, lodging, and meals










* Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly.


B-1


Form of AMENDMENT TO THE
MANAGER DIRECTED PORTFOLIOS
CUSTODY AGREEMENT

THIS AMENDMENT, dated as of the 27 TH day of September, 2016, to the Custody Agreement, dated as of July 1, 2016, (the “Agreement”), is entered into by and between MANAGER DIRECTED PORTFOLIOS , a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION , a national banking association (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add a fund; and

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment
by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree to amend the Agreement and add the
following series of Manager Directed Portfolios:

Exhibit F, the Pemberwick Fund is hereby added and attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

MANAGER DIRECTED PORTFOLIOS
U.S. BANK NATIONAL ASSOCIATION
 
 
By: /s/ Douglas J. Neilson
By: /s/ Michael R. McVoy
 
 
Name: Douglas J. Neilson
Name: Michael R. McVoy
 
 
Title: President Title: Senior Vice President
 

1


Exhibit F to the Manager Directed Portfolios Custody Agreement
Name of Series
Pemberwick Fund

Custody Services Fee Schedule at September, 2016

Annual Fee Based Upon Market Value Per Fund*
____ basis point on average daily market value of all long securities and cash held in the portfolio
Minimum annual fee per fund - $____
Plus portfolio transaction fees

Portfolio Transaction Fees
§
$____ – Book entry DTC transaction, Federal Reserve transaction, principal paydown
§
$____ – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
§
$____ – Option/SWAPS/future contract written, exercised or expired
§
$____ – Mutual fund trade, Fed wire, margin variation Fed wire
§
$____ – Physical security transaction
§
$____ – Check disbursement (waived if U.S. Bancorp is Administrator)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Out-Of-Pocket Expenses
Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges and extraordinary expenses based upon complexity.

Additional Services
§
Additional fees apply for global servicing.
§
Sub Advised Funds - $____ per custody account per year
§
$____ – Segregated account per year
§
No charge for the initial conversion free receipt.
§
Overdrafts – charged to the account at prime interest rate plus 2 unless a line of credit is in place.











* Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly.



Advisor’s Signature below acknowledges approval of the domestic and global custody fee schedules on this Exhibit F.


Pemberwick Investment Advisors, LLC

By: ______________________________

Printed Name and Title: _____________________________    Date: ______________

2



Exhibit F (continued) to the Manager Directed Portfolios Custody Agreement- Additional Global Fees at September, 2016
Country
Instrument
Safekeeping
(BPS)
Transaction
Fee
 
Country
Instrument
Safekeeping
(BPS)
Transaction
Fee
Argentina
All
____
$____
 
Luxembourg
All
____
$____
Australia
All
____
$____
 
Malaysia
All
____
$____
Austria
All
____
$____
 
Mali
All
____
$____
Bahrain
All
____
$____
 
Malta
All
____
$____
Bangladesh
All
____
$____
 
Mauritius
All
____
$____
Belgium
All
____
$____
 
Mexico
All
____
$____
Benin
All
____
$____
 
Morocco
All
____
$____
Bermuda
All
____
$____
 
Namibia
All
____
$____
Botswana
All
____
$____
 
Netherlands
All
____
$____
Brazil
All
____
$____
 
New Zealand
All
____
$____
Bulgaria
All
____
$____
 
Niger
All
____
$____
Burkina Faso
All
____
$____
 
Nigeria
All
____
$____
Canada
All
____
$____
 
Norway
All
____
$____
Cayman Islands*
All
____
$____
 
Oman
All
____
$____
Channel Islands*
All
____
$____
 
Pakistan
All
____
$____
Chile
All
____
$____
 
Peru
All
____
$____
China
All
____
$____
 
Philippines
All
____
$____
Columbia
All
____
$____
 
Poland
All
____
$____
Costa Rica
All
____
$____
 
Portugal
All
____
$____
Croatia
All
____
$____
 
Qatar
All
____
$____
Cyprus
All
____
$____
 
Romania
All
____
$____
Czech Republic
All
____
$____
 
Russia
Equities
____
$____
Denmark
All
____
$____
 
Senegal
All
____
$____
Ecuador
All
____
$____
 
Singapore
All
____
$____
Egypt
All
____
$____
 
Slovak Republic
All
____
$____
Estonia
All
____
$____
 
Slovenia
All
____
$____
Euromarkets**
All
____
$____
 
South Africa
All
____
$____
Finland
All
____
$____
 
South Korea
All
____
$____
France
All
____
$____
 
Spain
All
____
$____
Germany
All
____
$____
 
Sri Lanka
All
____
$____
Ghana
All
____
$____
 
Swaziland
All
____
$____
Greece
All
____
$____
 
Sweden
All
____
$____
Guinea Bissau
All
____
$____
 
Switzerland
All
____
$____
Hong Kong
All
____
$____
 
Taiwan
All
____
$____
Hungary
All
____
$____
 
Thailand
All
____
$____
Iceland
All
____
$____
 
Togo
All
____
$____
India
All
____
$____
 
Tunisia
All
____
$____
Indonesia
All
____
$____
 
Turkey
All
____
$____
Ireland
All
____
$____
 
UAE
All
____
$____
Israel
All
____
$____
 
United Kingdom
All
____
$____
Italy
All
____
$____
 
Ukraine
All
____
$____
Ivory Coast
All
____
$____
 
Uruguay
All
____
$____
Japan
All
____
$____
 
Venezuela
All
____
$____
Jordan
All
____
$____
 
Vietnam
All
____
$____
Kazakhstan
All
____
$____
 
Zambia
All
____
$____
Kenya
All
____
$____
 
Zimbabwe
All
____
$____
Kuwait
All
____
$____
         
Latvia
Equities
____
$____
         
Lebanon
All
____
$____
         
Lithuania
All
____
$____
         
*   Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
** Tiered by market value: <$5 billion: 1bp, >$5 billion and  <$10 billion: .75 bps; >$10 billion: .50 bps.
** Euromarkets – Non-Eurobonds: Surcharges vary by local market

 
 
*Safekeeping and transaction fees are assessed on security and currency transactions.


3


Exhibit F (continued) to the Manager Directed Portfolios Custody Agreement- Additional Global Fees at September, 2016

Base Fee - A monthly base fee per account (fund) will apply based on the number of foreign securities held.
§
1-25 foreign securities: $____
§
26-50 foreign securities: $____
§
Over 50 foreign securities: $____
§
Euroclear – Eurobonds only.  Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge.  In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
§
For all other markets specified above, surcharges may apply if a security is held outside of the local market.

Tax Reclamation Services: Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $____ per claim.

Out of Pocket Expenses
§
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
§
A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses.  Also, certain expenses are charged at a predetermined flat rate.
§
SWIFT reporting and message fees.




4


Form of AMENDMENT TO THE
MANAGER DIRECTED PORTFOLIOS
FUND ADMINISTRATION SERVICING AGREEMENT


THIS AMENDMENT dated as of the 27 th day of September, 2016, to the Fund Administration Servicing Agreement dated as of July 1, 2016, (the “Agreement”), is entered into by and between MANAGER DIRECTED PORTFOLIOS, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add a fund; and

WHEREAS, Section 11 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree to amend the Agreement and add the
following series of Manager Directed Portfolios:

Exhibit D, the Pemberwick Fund is hereby added and attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

MANAGER DIRECTED PORTFOLIOS
U.S. BANCORP FUND SERVICES, LLC
 
 
By: /s/ Douglas J. Neilson
By: /s/ Michael R. McVoy
 
 
Name: Douglas J. Neilson
Name: Michael R. McVoy
 
 
Title: President  Title:  Executive Vice President
   
   

1

 
 Exhibit D - Manager Directed Portfolios- Fund Administration Servicing Agreement
Fund Accounting, Fund Administration & Portfolio Complince Services Fees at Sept, 2016

Name of Series
Pemberwick Fund

Annual Fee Based Upon Average Net Assets Per Fund*
____ basis points on the first $____
____ basis points on the next $____
____ basis points on the balance
Minimum annual fee:  $____ per fund

§   Additional fee of $____ for each additional class and/or for a Controlled Foreign Corporation (CFC)
§   Additional fee of $____ per manager/sub-advisor per fund
Services Included in Annual Fee Per Fund
§
Advisor Information Source – On-line access to portfolio management and compliance information.
§
Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.
§
USBFS Legal Administration (e.g., registration statement update)
Pricing Services
§
$____ - Domestic Equities, Options, ADRs, Foreign Equities
§
$____ - Domestic Corporates, Convertibles, Governments, Agencies, Futures, Options on Futures, Forwards, Currency Rates, Mortgage Backed
§
$____ - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporates, Convertibles, Governments, Agencies,  Asset Backed, High Yield
§
$____ - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
§
$____ - Bank Loans
§
$____ - Swaptions
§
$____ - Credit Default Swaps
§
$____ per Month Manual Security Pricing (>25per day)
Fair Value Services (Charged at the Complex Level)
§
  $____ per security on the First 100 Securities
§
 $____ per security on the Balance of Securities

NOTE: Prices above are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change.  Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non- standard security type, such as CLOs and CDOs, which may result in additional fees.  All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Corporate Action Services
§
$____ per Foreign Equity Security per Month
§
$____ per Domestic Equity Security per Month
Factor Services (security paydown factor data)
§
$____ per CMOs, Asset Backed, Mortgage Backed Security per Month
Third Party Administrative Data Charges (descriptive data for each security)
§
$____ per security per month for fund administrative

Prices above are based on using U.S. Bancorp standard data pricing services and are subject to change.
Miscellaneous Expenses
Including but not limited to, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Moody’s, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, expenses related to and including travel to and from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities.
Additional Services
Available but not included above are the following services – additional legal administration (e.g., subsequent new fund launch), daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, electronic Board book portal (BookMark), and additional services mutually agreed upon.

*   Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly.

2

Exhibit D (continued) to the Manager Directed Portfolios Fund Administration & Compliance Portfolio Services Supplemental Services Fee Schedule at September, 2016

.


Additional Legal Administration Services
§
Subsequent new fund launch – $____ per project
§
Subsequent new share class launch – $____ per project
§
Multi-managed funds – as negotiated based upon specific requirements
§
Proxy – as negotiated based upon specific requirements

Daily Compliance Services
§
Base fee – $____ per fund per year
§
Setup – $____ per fund group

Section 18 Compliance Testing
§
$____ set up fee per  fund complex
§
$____ per fund per month

Section 15(c) Reporting
§
$____ per fund per report – first class
§
$____ per additional class report

Equity & Fixed Income Attribution Reporting
§
Fees are dependent upon portfolio makeup, services required, and benchmark requirements.







Advisor’s Signature below acknowledges approval of the Fund Administration fee schedules on this Exhibit D.



Pemberwick Investment Advisors, LLC

By: ______________________________

Printed Name and Title: _____________________________    Date: ______________

3


Form of AMENDMENT TO THE
MANAGER DIRECTED PORTFOLIOS
TRANSFER AGENT SERVICING AGREEMENT


THIS AMENDMENT, dated as of the 27 th day of September, 2016, to the Transfer Agent Servicing Agreement dated as of July 1, 2016, (the “Agreement”), is entered into by and between MANAGER DIRECTED PORTFOLIOS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add a fund; and

WHEREAS, Section 13 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree to amend the Agreement and add the
following series of Managed Director Portfolios:

Exhibit E, the Pemberwick Fund is hereby added and attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
 
MANAGED PORTFOLIOS TRUST
U.S. BANCORP FUND SERVICES, LLC
 
 
By: /s/ Douglas J. Neilson
By: /s/ Michael R. McVoy
 
 
Name: Douglas J Neilson
Name: Michael R. McVoy
 
 
Title: President Title:   Executive Vice President

Exhibit D- Manager Directed Portfolios Transfer Agent Servicing Agreement; Transfer Agent Services fee schedules at Sept, 2016

Name of Series
Pemberwick Fund


Annual Service Charges to the Fund*
§
Base Fee for 1st CUSIP   $____ per year
§
Additional CUSIP Fee   $____ per year
§
NSCC Level 3 Accounts   $____ per open account
§
No-Load Fund Accounts   $____ per open account
§
Load Fund Accounts   $____ per open account
§
Closed Accounts   $____ per closed account

Annual Basis Point Fee
____ basis points on the first $____
____ basis points on the balance

Services Included in Annual Basis Point Fee
§
Telephone Calls
§
Voice Response Calls
§
Manual Shareholder Transaction & Correspondence
§
Omnibus Account Transaction
§
Daily Valuation/Manual 401k Trade
§
Report Source - Client on-line access to fund and investor data. Includes set up and 2 user Ids.
§
NSCC System Interface
§
Short-Term Trader Reporting - Software application used to track and/or assess transaction fees that are determined to be short-term trades.
§
Excessive Trader - Software application that monitors the number of trades (exchanges, redemptions) that meet fund family criteria for excessive trading and automatically prevents trades in excess of the fund family parameters.
§
12b-1 Aging - Aging shareholder account share lots in order to monitor and begin assessing 12b-1 fees after a certain share lot age.

CUSIP Setup
§
CUSIP Setup beyond the initial CUSIP - $____ per CUSIP
§
Expedited CUSIP Setup - $____ per CUSIP (Less than 35 days)

Miscellaneous Expenses
Including but not limited to telephone toll-free lines, mailing, sorting and postage, stationery, envelopes, service/data conversion, AML verification services, special reports, record retention, processing of literature fulfillment kits, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC activity charges, DST charges, shareholder/dealer print out (daily confirms, investor confirms, tax, check printing and writing and commissions), voice response (VRU) maintenance and development, data communication and implementation charges, specialized programming, omnibus conversions, travel, excess history, FATCA and other compliance mailings.

Additional Services
Available but not included above are the following services - FAN Web shareholder e-commerce, FAN Mail electronic data delivery, Vision intermediary e-commerce, client Web data access, recordkeeping application access, programming charges, outbound calling & marketing campaigns, training, cost basis reporting, short-term trader reporting, excessive trader, investor email services, dealer reclaim services, literature fulfillment, money market fund service organizations, charges paid by investors, physical certificate processing, Real Time Cash Flow, CUSIP setup, CTI reporting, sales reporting & 22c-2 reporting (MARS), electronic statements (Informa), Fund Source, EConnect Delivery, Shareholder Call review analysis, marketing and fulfillment solution (eCONNECT), and additional services mutually agreed upon.



* Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly.

The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed .

2

Exhibit E (continued) - Manager Directed Portfolios Transfer Agent Servicing Agreement; E-Commerce  Fee Schedules at Sept, 2016

FAN Web
Shareholder internet access to account information and transaction capabilities through a hyperlink at the fund group web site.  Shareholders access account information, portfolio listing fund family, transaction history, purchase additional shares through ACH, etc.
§
FAN Web Premium (Fund Groups over 50,000 open accounts)
Implementation - $____ per fund group – includes up to 25 hours of technical/BSA support
Annual Base Fee - $____ per year
§
FAN Web Select (Fund Groups under 50,000 open accounts)
Implementation - $____ per fund group – includes up to 10 hours of technical/BSA support
Annual Base Fee - $____ per year
§
FAN Web Direct (API) – Quoted Separately
§
Customization - $____ per hour – (subject to change at prevailing rates of vendor)
§
Activity (Session) Fees:
Inquiry - $____ per event
Account Maintenance - $____ per event
Transaction – Financial transactions, reorder statements, etc. - $____ per event
New Account Setup - $____ per event (Not available with FAN Web Select)
§
Strong Authentication:
$____ per month per active FAN Web ID (Any ID that has had activity within the 180-day period prior to the billing cycle)
FAN Web- Responsive Design (includes Mobile Access)
Shareholder account access through the internet.  Shareholders can securely access account information, conduct financial transactions, and perform account maintenance activities. Electronic document delivery is also available as an adjunct service. This version of FAN Web has a completely redesigned, modern user interface which caters to a full range of connected devices, including tablets and smart phones.
§
FAN Web Premium (Fund Groups over 50,000 open accounts)
§
Implementation – - $____ per fund group – includes up to 90 hours of technical/BSA support
§
Annual Base Fee - $____ per year
§
FAN Web Select (Fund Groups under 50,000 open accounts)
Implementation – $____ per fund group – includes up to 45 hours of technical/BSA support
Annual Base Fee - $____ per year
§
Customization - $____ per hour - (subject to change at prevailing rates of vendor)
§
Activity (Session) Fees:
Inquiry - $____ per event
Account Maintenance - $____ per event
Transaction – financial transactions, duplicate statement requests, etc. - $____ per event
New Account Set-up - $____ per event (Not available with FAN Web Select)
§
Strong Authentication:
$____ per month per active FAN Web ID (Any ID that has had activity within the 180-day period prior to the billing cycle)
FAN Mail
Financial planner mailbox provides transaction, account and price information to financial planners and small broker dealers for import into a variety of financial planning software packages.
§
Base Fee Per Management Company – file generation and delivery - $____ per year
§
Per Record Charge
Rep/Branch/ID - $____
Dealer - $____
§
Price Files - $____ per record or $____ per user per month, whichever is less
Vision
Permits broker dealers, financial planners, and RIAs to use a web-based system to perform order and account inquiry, execute trades, print applications, review prospectuses, and establish new accounts.
§
Inquiry Only
Inquiry - $____ per event
Per broker ID - $____ per month per ID
§
Transaction Processing
Implementation - $____ per management company
Transaction – purchase, redeem, exchange, literature order - $____ per event
New Account Setup – $____ per event
Monthly Minimum Charge - $____ per month
Fund Source
Client Access to audited fund information, pricing, performance, literature, processing guidelines.
-
$ ____ per Month - Unlimited Users
 
3

Exhibit E (continued) to the Manager Directed Portfolios Transfer Agent & Shareholder Services Supplemental Services – E-Commerce Services Fee Schedule at Sept, 2016

eConnect
Upon consent from shareholder caller, forms and fulfillment pieces can be sent via email through a secured service rather than mailed.
-
$____ per Email
Client Web Data Access
USBFS client on-line access to fund and investor data through USBFS technology applications and data delivery and security software.
§
BDS – Statement Storage & Retrieval
-
 Setup: $____ per user
-
 Support: $____ per user per month
§
ReportSource – Report and Data File Storage & Retrieval
-
 Setup: Included in initial fund setup on Transfer Agent system
-
 $____ per user per month beyond 2 users included as part of setup
Additional Data Delivery Services
§
Ad Hoc per  PowerSelect File Development
-
Standard ad-hoc select: $____ per file
-
Custom coded data for recurring, scheduled delivery: $____ per hour consultation and programming development
-
Support: $____ per file per month for recurring files/reports scheduled for delivery via Report Source.
-
Recurring files scheduled for delivery via Report Source.
§
Custom Electronic File Exchange (DDS delivery of standard TIP files)
-
Setup: $____ one-time fee
-
Support: $____ per file per month
Recordkeeping Application Access
§
Internet VPN – Infrastructure to allow for application accessibility to host systems and file transfers
$____ implementation
$____ per month
§
Physical Network – Infrastructure to allow for application accessibility to host systems and file transfers
Cost varies depending upon location and bandwidth
§
TA2000 3270 Emulation (Mainframe Green Screen) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access.
$____ implementation
$____ per ID per month
§
TA2000 Desktop (Graphic User Interface to the TA2000 Mainframe) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access provisioning.
$____ implementation
$____ per ID per month
§
TA2000 SmartDesk (Web Application to TA2000 Mainframe) – Account inquiry only.
$____ implementation
$____ per ID per month
§
Automated Work Distributor (AWD) – Image and workflow application.
$____ implementation
$____ per ID per month
§
Same Day Cash Management (SDCM) – Fund level transaction and cash reporting.
$____ implementation
$____ per ID per month
§
PowerSelect – SQL database used for ad hoc reporting from the shareholder recordkeeping system.
$____ per month
Programming Charges - (subject to change at prevailing rate of vendor)
§
$____ per hour
§
Charges incurred for customized services based upon fund family requirements including but not limited to:
-
Fund setup programming (transfer agent system, statements, options, etc.)
-
Conversion programming
-
Customized service development
-
Voice response system setup (menu selections, shareholder system integration, testing, etc.)
-
All other client specific customization and/or development services

Outbound Calling & Marketing Campaigns – Cost based on project requirements.
 
4

Exhibit E (continued) to the Manager Directed Portfolios Transfer Agent & Shareholder Services Supplemental Services – at Sept, 2016

Transfer Agent Training Services
§
On-site at USBFS - $____ per day
§
At Client Location - $____ per day plus travel and out-of-pocket expenses if required

Cost Basis Reporting – Annual reporting of shareholder cost basis for non-fiduciary direct accounts.
§
$____ per direct open account per year

Email Services – Services to capture, queue, monitor, service and archive shareholder email correspondence:
§
$____ setup per fund group
§
$____ per month administration
§
$____ per received email correspondence

Dealer Reclaim Services – Services reclaim fund losses due to the pricing differences for dealer trade adjustments such as between dealer placed trades and cancellations.  There will be no correspondence charges related to this service.
§
$____ per fund group per month
Literature Fulfillment Services
§
Account Management/Database Administration
$____ per month
Receiving - $____ per SKU
Order Processing - $____ per order
Skid Storage - $____ per month per location
Disposal - $____ per SKU
§
Inbound Teleservicing Only
Account Management - $____ per month (OR)
Call Servicing - $____ per call
§
Lead Source Reporting
$____ per month
§
Closed Loop Reporting
Account Management - $____ per month
Database Installation, Setup - $____ per fund group
§
Out-of-Pocket Expenses
Included but not limited to specialized programming, kit and order processing expenses, postage, and printing.

Shareholder Call Review Analysis
Includes Call Sampling sent securely to client and Reporting of internal representative reviews.
-
$____per Month

CTI Reporting – Integrated custom detailed call reporting
§
$____ per monthly report

5

 
Exhibit E (continued) to the Manager Directed Portfolios Transfer Agent & Shareholder Services Supplemental Services Fee Schedule at Sept, 2016


Charges Paid by Investors
Shareholder accounts will be charged based upon the type of activity and type of account, including the following:
Qualified Plan Fees
§
$____ per qualified plan account or Coverdell ESA account (Cap at $____ per SSN)
§
$____ per transfer to successor trustee
§
$____ per participant distribution (Excluding SWPs)
§
$____ per refund of excess contribution
§
$____ per reconversion/re-characterization

Additional Shareholder Paid Fees
§
$____ per outgoing wire transfer or overnight delivery
§
$____ per telephone exchange
§
$____ per return check or ACH or stop payment
§
$____ per research request per account (This fee applies to requests for statements older than the prior year)

Physical Certificate Processing – Services to support the setup and processing of physical certificated shares for a fund family:
§
$____ setup per fund group
§
$____ per certificate transaction

Real Time Cash Flow
§
Implementation (one time charge) & Recurring Charges (monthly)
-
5 Users – $____
-
10 Users – $____
-
20 Users – $____
-
30 Users – $____
-
40 Users – $____
-
50 Users – $____
§
Training
-
WebEx - $____ per user
-
On Site at USBFS - $____ per day
-
At Client Location - $____ per day plus travel and out-of-pocket expenses if required
§
Real Time Data Feeds
-
Implementation (per feed) - $____ per hour (8 hour estimate)
-
Recurring (per feed) - $____ per month


 

Advisor’s Signature below acknowledges approval of the fee schedules on this Exhibit E.


Pemberwick Investment Advisors, LLC

By: ______________________________

Printed Name and Title: _____________________________    Date: ______________
6


Form of AMENDMENT TO THE
MANAGER DIRECTED PORTFOLIOS
FUND ACCOUNTING SERVICING AGREEMENT


THIS AMENDMENT, dated as of the 27 th day of September, 2016, to the Fund Accounting Servicing Agreement dated as of July 1, 2016, (the “Agreement”), is entered into by and between MANAGER DIRECTED PORTFOLIOS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add a fund; and

WHEREAS, Section 13 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree to amend the Agreement and add the
following series of Managed Director Portfolios:

Exhibit C, the Pemberwick Fund is hereby added and attached hereto.


Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
 
MANAGED PORTFOLIOS TRUST
U.S. BANCORP FUND SERVICES, LLC
 
 
By: /s/ Douglas J. Neilson
By: /s/ Michael R. McVoy
 
 
Name: Douglas J Neilson
Name: Michael R. McVoy
 
 
 Title: President  Title:   Executive Vice President

   

1

Exhibit C - Manager Directed Portfolios Fund Accounting Servicing Agreement; Fund Accounting, Fund Admininstration & Portfolio Compliance Fee Schedules at Sept, 2016

Name of Series
Pemberwick Fund

Annual Fee Based Upon Average Net Assets Per Fund*
____ basis points on the first $____
____ basis points on the next $____
____ basis points on the balance
Minimum annual fee:  $____ per fund

§   Additional fee of $____ for each additional class and/or for a Controlled Foreign Corporation (CFC)
§   Additional fee of $____ per manager/sub-advisor per fund
Services Included in Annual Fee Per Fund
§
Advisor Information Source – On-line access to portfolio management and compliance information.
§
Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.
§
USBFS Legal Administration (e.g., registration statement update)
Pricing Services
§
$____ - Domestic Equities, Options, ADRs, Foreign Equities
§
$____ - Domestic Corporates, Convertibles, Governments, Agencies, Futures, Options on Futures, Forwards, Currency Rates, Mortgage Backed
§
$____ - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporates, Convertibles, Governments, Agencies,  Asset Backed, High Yield
§
$____ - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
§
$____ - Bank Loans
§
$____ - Swaptions
§
$____ - Credit Default Swaps
§
$____ per Month Manual Security Pricing (>25per day)
Fair Value Services (Charged at the Complex Level)
§
  $____ per security on the First 100 Securities
§
 $____ per security on the Balance of Securities

NOTE: Prices above are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change.  Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non- standard security type, such as CLOs and CDOs, which may result in additional fees.  All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
Corporate Action Services
§
$____ per Foreign Equity Security per Month
§
$____ per Domestic Equity Security per Month
Factor Services (security paydown factor data)
§
$____ per CMOs, Asset Backed, Mortgage Backed Security per Month
Third Party Administrative Data Charges (descriptive data for each security)
§
$____ per security per month for fund administrative

Prices above are based on using U.S. Bancorp standard data pricing services and are subject to change.
Miscellaneous Expenses
Including but not limited to, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Moody’s, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, expenses related to and including travel to and from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities.
Additional Services
Available but not included above are the following services – additional legal administration (e.g., subsequent new fund launch), daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, electronic Board book portal (BookMark), and additional services mutually agreed upon.

*   Subject to annual CPI increase - All Urban Consumers - U.S. City Average.
Fees are calculated pro rata and billed monthly.

2

Exhibit C (continued) - Manager Directed Portfolios Fund Accounting Servicing Agreement; Fund Accounting, Fund Admininstration & Portfolio Compliance Fee Schedules at Sept, 2016




Advisor’s Signature below acknowledges approval of the fee schedule on this Exhibit C.


Pemberwick Investment Advisors, LLC

By: ______________________________

Printed Name and Title: _____________________________    Date: ______________

3
 


 



December 2, 2016

Manager Directed Portfolios
615 East Michigan Street
Milwaukee, Wisconsin  53202
Re: Pemberwick Fund
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of this Post-Effective Amendment No. 28 to the Registration Statement on Form N‑1A (Registration No. 333-133691; 811-21897) (the “Registration Statement”) relating to the sale by you of an indefinite number of shares (the “Shares”) of beneficial interest, $0.01 par value, of the Pemberwick Fund (the “Fund”), a series of Manager Directed Portfolios (the “Trust”), in the manner set forth in the Registration Statement (and the prospectus of the Fund included therein).
We have examined: (a) the Registration Statement (and the prospectus of the Fund included therein), (b) the Trust’s Amended and Restated Agreement and Declaration of Trust and Bylaws, (c) certain resolutions of the Trust’s Board of Trustees and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares, when sold as contemplated in the Registration Statement, will be validly issued, fully paid and nonassessable.
For purposes of rendering this opinion, we have assumed that:  (a) the Registration Statement is declared and remains effective; (b) all offers and sales of the Shares will be conducted in accordance with the Registration Statement and in compliance with applicable prospectus delivery requirements and state securities laws; (c) the Shares will be issued in accordance with the Trust’s Amended and Restated Agreement and Declaration of Trust and Bylaws and resolutions of the Trust’s Board of Trustees relating to the creation, authorization and issuance of the Shares; and (d) the Shares will be issued and sold for consideration based upon their net asset value on the date of their respective issuances and all consideration for such Shares will actually be received by the Trust.
We consent to the use of this opinion as an exhibit to the Registration Statement.  In giving this consent, however, we do not admit that we are experts or within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
16420850.1
 
 
 
 


 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated June 28, 2016 relating to the financial statements and financial highlights which appears in the April 30, 2016 Annual Report to Shareholders of the Pemberwick Fund, a separate series constituting the FundVantage Trust. We also consent to the references to us under the headings "Independent Registered Public Accounting Firm", "Financial Statements", and "Financial Highlights" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP
Philadelphia, PA
December 2, 2016



CODE OF ETHICS
 


I.
Overview
 
Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) provides that an adviser must adopt and enforce a code of ethics applicable to its Supervised Persons (as defined below). The rule prohibits certain Supervised Persons from engaging in fraudulent, deceitful, or manipulative practices in connection with the purchase or sale of a security held or to be acquired by clients of an adviser, including mutual funds.  The rule also requires reporting of personal securities holdings and transactions, including transactions in investment funds advised by an adviser or an affiliate.  The rule is designed to foster the detection and prevention of fraudulent activities and prevent violations of the code of ethics.
 
Pemberwick Investment Advisors, LLC (the “Company”) is an investment adviser registered under the Advisers Act.  Consistent with Rule 204A-1 of the Advisers Act, the Company has adopted this Code of Ethics (the “Code”) which contains provisions reasonably necessary to prevent the Company’s employees from engaging in any act, practice, or course of business that would defraud or mislead any of its clients, including the funds it advises (“Funds”), or that would constitute a manipulative practice.
 
II.
Statement of General Principles
 
The Company holds its employees to a high standard of integrity and business practice.  In serving its clients, the Company strives to avoid conflicts of interest or the appearance of conflicts in connection with the securities transactions of the Company and its employees. As an investment adviser and fiduciary to our clients, we have the responsibility to render professional, continuous, and unbiased   investment advice.  Fiduciaries owe their clients a duty of honesty, good faith and fair dealing.  Therefore, we   must act at all times in the client’s best interests and must avoid or disclose conflicts of interests. This Code is designed to emphasize and implement these fundamental principles within our Company.
 
III.
Applicability
 
This Code of Ethics applies to all Supervised Persons of the Company, including the Company’s directors and officers.  Supervised Persons must adhere to the Standards of Conduct set forth in Section V below, including provisions requiring their compliance with laws and regulations.  Additionally, Supervised Persons must provide initial and annual certifications of compliance with the Code, as well as acknowledgment of receipt of any amendments to the Code.  Access Persons are subject to the personal securities transactions and holdings reporting requirements under this Code.
 
Terms such as “Supervised Person,” “Access Person” and “account” also include the person’s immediate family members (including any relative by blood or marriage living in the employee’s household), and any account in which he/she has a direct or indirect beneficial interest (such as a trust).
 

 
To avoid conflicts of interest and to satisfy the Company’s duties towards its clients, this Code of Ethics addresses the personal securities trading of Supervised Persons, and Supervised Persons are required to comply with these provisions, as applicable.
 
IV.
Definitions
 
A.
“Supervised Person” means:
 
· Directors, officers and employees of the Company (or other persons occupying a similar status or performing similar functions); and
 
· persons who, in the course of their regular functions or duties, participate in the process of purchasing or selling instruments or investments, or participate in making recommendations or obtaining information with respect to the purchase or sale of instruments or investments, on behalf of any of the Company’s clients, including investment funds, and are subject to the Company’s supervision and control.

B.
“Access Person” means:
 
· a Supervised Person who has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund the adviser or its control affiliates manage;
· a Supervised Person who is involved in making securities recommendations to clients on behalf of the Company, or has access to such recommendations that are nonpublic; and
· the Company’s directors and officers.

C.
“Affiliated Person” of another person means:
 
· any person directly or indirectly owning, controlling, or holding the power to vote, 5% or more of the outstanding voting securities of such other person;
 
· any person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person;
 
· any person directly or indirectly controlling, controlled by, or under common control with, such other person; and
 
· any officer, director, partner, co-partner or employee of such other person.

D. “Beneficial Ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the U.S. Securities Exchange Act of 1934.  “Beneficial Ownership” includes accounts of a spouse, minor children and relatives resident in the home of the Access Person, as well as accounts of another person if by reason of any contract, understanding, relationship, agreement or other arrangement the Access Person obtains benefits substantially equivalent to those of ownership.
 


 
E . “Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.  Any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company is presumed to control such company.

F. “Purchase or Sale of a Security” includes, among other acts, the writing or acquisition of an option to purchase or sell a security.

G. “Reportable Fund” means:
· Any fund for which the Company serves as an investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940 (the “1940 Act”) or
· Any fund whose investment adviser or principal underwriter controls the Company, is controlled by the Company or is under common control with the Company.

V.
Standards of Conduct
 
A. Investment-related information learned by a Supervised Person during the course of carrying out Company-related duties or in communications between Supervised Persons is to be kept confidential until or unless publicly available.  Such information may include, but is not limited to, portfolio-related research activity, brokerage orders being placed on behalf of a client, and recommendations to purchase or sell specific securities.
 
B. Supervised Persons may not take or omit to take an action on behalf of a client or intentionally induce a client to take action for the purpose of achieving a personal benefit.
 
C. Supervised Persons may not use actual knowledge of a client’s transactions to profit by the market effect of the client’s transaction.
 
D. Supervised Persons will not take for themselves (or for accounts in which they have a beneficial interest) unique investment opportunities which should be made available to the Company’s clients.
 
VI.
Compliance with Laws; General Restrictions
 
A. Supervised Persons must comply with all applicable federal securities laws.  Each Supervised Person has the duty to know, understand and comply with federal securities laws and other legal obligations applicable to their duties and responsibilities.
 
B.
No Supervised Person may:
 

 
· Employ any device, scheme or artifice to defraud a Fund or other client of the Company;
 
· Make to a Fund or other client of the Company any untrue statement of a material fact or omit to state to such client a material fact necessary in order to make the statements made in light of the circumstances under which they are made, not misleading;
 
· Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Fund or other client of the Company;
 
· Engage in any manipulative practice with respect to a Fund or other client of the Company; or
 
· Engage in any manipulative practice with respect to securities, including price manipulation.
 
C. Personal Trading Prohibitions.  The following rules are intended to prevent any suggestion or implication that Access Persons are using their relationship with the Company to obtain advantageous treatment to the detriment of the interests of clients:
 
· New Issues.   No Access Person may purchase any security in any public offering that may be construed as a “new issue” under FINRA Rule 5130 without the prior written approval of the Chief Compliance Officer.  “New issues” include, among other things, initial public offerings.
 
· Dealings With Clients.   No Access Person may knowingly sell any security to any client or knowingly purchase any security from any client without the prior written approval of the Chief Compliance Officer.
 
· Private Placements.   Each Access Person who wishes to purchase or sell a security in a private placement, must notify and obtain prior approval from the Chief Compliance Officer or his or her designee prior to effecting the transaction.  In considering such pre-clearance, the Chief Compliance Officer or his or her designee will consider whether the opportunity is being offered to the Access Person by virtue of his/her position with the Company.  Pre-clearance will be granted at the discretion of the Chief Compliance Officer or his or her designee.  Access Persons who have been authorized to acquire securities in a private placement are required to disclose such investment to the client when they participate in any client’s subsequent consideration of an investment in the issuer.  Additionally, in such circumstances, the decision to purchase securities of the issuer for the client should be made either by another employee of the Company or, at a minimum, should be subject to an independent review by investment personnel of the Company with no personal interest in the issuer.
 
·
Review of Personal Trades.   All personal securities transactions will be reviewed to ascertain whether the transaction may have taken advantage of securities transactions affected on behalf of the Company’s clients. Such review will include transactions occurring within three days (before and after) of the execution of any personal trades.  If, in the opinion of Chief Compliance Officer, the transaction creates any suggestion or implication that Access Persons are using their relationship with the Company to obtain advantageous treatment to the detriment of the interests of clients, the Access Person will, at the discretion of the Chief Compliance Officer, either (i) unwind the transaction, and/or (ii) disgorge any proceeds of the transaction to the Company for donation to a charitable organization chosen by the Company.
 


 
VII.
Restrictions on Timing of Personal Securities Transactions
 
Paragraphs VIII and IX below set out specific restrictions relating to personal securities transactions.  As described below, these restrictions are applicable with regard to particular securities and particular transactions based upon transactions or information gained from or on behalf of client accounts.  The securities which are subject to these restrictions at any particular time may generally be found in the then current version of the Company’s Restricted List, which is maintained by our Chief Compliance Officer or his or her designee—of course, to the extent that you have material nonpublic information regarding a company that arises for reasons other than your work for the Company, such company’s securities may not be included on the Restricted List. If you do not have direct access to the Company’s Restricted List, you should contact the Chief Compliance Officer or his or her designee to determine whether a particular security is then on the Restricted List.
 
VIII.
Prevention of Misuse of Nonpublic Information
 
A.
Introduction
 
The Company forbids its Supervised Persons from trading or investing, either personally or on behalf of clients of the Company, on the basis of material nonpublic information or from communicating material nonpublic information to others in violation of the law.  This conduct is frequently referred to as “insider trading”.
 
While the law concerning insider trading is not static, it is generally understood that the law prohibits:
 
·
Trading or investing by an insider while in possession of material nonpublic information; or
·
Trading or investing by a non-insider while in possession of material nonpublic information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential.
In addition, communicating material nonpublic information to others in breach of a fiduciary duty.
 
This policy applies to every Supervised Person and extends to activities within and outside their duties at the Company.
 

 
B.
To Whom Does This Policy Apply?
 
This policy applies to any transactions in any securities or other investments participated in by Supervised Persons, their family members, trusts or corporations controlled by such persons.  In particular, this policy applies to transactions by:
 
·
the Supervised Person’s spouse or common-law partner;
·
the Supervised Person’s minor children;
·
any other relatives living in the Supervised Person’s household;
·
a trust in which the Supervised Person has a beneficial interest, unless such person has no direct or indirect control over the trust;
·
a trust as to which the Supervised Person is a trustee;
·
a revocable trust as to which the Supervised Person is a settlor;
·
a corporation of which the Supervised Person is an officer or director,  or in which the Supervised Person holds more than 10% of a class of the corporation’s equity securities; or
·
a partnership of which the Supervised Person is a partner (including most investment clubs) unless the Supervised Person has no direct or indirect control over the partnership.
Each Supervised Person is responsible for becoming familiar with these policies and procedures.  The obligation to maintain the confidentiality of material nonpublic information continues to apply to individuals who cease to work with the Company, as long as they are in possession of proprietary or inside information.
 
Failure to observe these policies and procedures may give rise to disciplinary or legal action by the Company against any offending Supervised Person, up to and including termination.  In appropriate cases, the Company may report violations to governmental or regulatory authorities.
 
Any questions concerning the policies and procedures described herein or their implementation should be addressed, and requests for exceptions to these policies and procedures should be referred, to the Chief Compliance Officer or his or her designee.  If you have any reason to believe that a violation of these policies and procedures has occurred or is about to occur, you must notify the Chief Compliance Officer or his or her designee immediately.
 
C.
What is Material Information?
 
Trading or investing based on inside information is not a basis for liability unless the information is material.  “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities.
 

 
Although there is no precise generally accepted definition of materiality, information is likely to be material if it relates to significant changes affecting such matters as:
 
·
dividend or earnings expectations;
·
write-downs or write-offs of assets;
·
additions to reserves for bad debts or contingent liabilities;
·
expansion or curtailment of company or major division operations;
·
proposals or agreements involving a joint venture, merger, acquisition, divestiture or leveraged buy-out;
·
new products or services;
·
exploratory, discovery or research developments;
·
criminal indictments, civil litigation or government investigations;
·
disputes with major suppliers or customers or significant changes in the relationships with such parties;
·
labor disputes including strikes or lockouts;
·
substantial changes in accounting methods;
·
major litigation developments;
·
major personnel changes;
·
debt service or liquidity problems;
·
bankruptcy or insolvency;
·
extraordinary management developments;
·
public offerings or private sales of debt or equity securities;
·
calls, withdrawals or purchases of a company’s own stock;
·
issuer tender offers; or
·
recapitalizations.
Note:  The above list of examples is NOT exhaustive.
Information provided by a company could be material because of its expected effect on a particular class of the company’s securities, all of the company’s securities, the securities of another company, or the securities of several companies.  Moreover, the resulting prohibition against the misuses of “material” information reaches all types of securities (whether stock or other equity interests, corporate debt, government or municipal obligations, or commercial paper) as well as any option related to that security (such as a put, call or index security).
 

 
D.
What is Nonpublic Information?
 
1. Generally.   In order for issues concerning insider trading to arise, information must not only be material, it must be nonpublic.  “Nonpublic information” is information which has not been made available to investors generally.  Information received in circumstances indicating that it is not yet in general circulation or where the recipient knows or should know that the information could only have been provided by an insider is also deemed nonpublic information.
 
Once nonpublic information has been effectively distributed to the investing public, it is no longer subject to insider trading restrictions.  However, for nonpublic information to become public information, it must be disseminated through recognized channels of distribution designed to reach the securities marketplace, such as disclosure in a national business and financial wire service (Dow Jones or Reuters), a national news service (AP or UPI), a national newspaper ( The Wall Street Journal or The New York Times ) or a publicly disseminated disclosure document (a proxy statement or prospectus).  The circulation of rumors, even if accurate, widespread and reported in the media, does not constitute the requisite public disclosure.  The information must not only be publicly disclosed, there must also be adequate time for the market as a whole to digest the information. Although timing may vary depending upon the circumstances, a good rule of thumb is that information is considered nonpublic until 24 hours after public disclosure.
 
Material non-public information is not made public by selective dissemination. Material information improperly disclosed only to institutional investors or to a fund analyst or a favored group of analysts retains its status as nonpublic information which must not be disclosed or otherwise misused. So long as any material component of the inside information possessed by a company has yet to be publicly disclosed, the information is deemed nonpublic and may not be misused.
 
2. Information Provided in Confidence.   Occasionally, a Supervised Person may become a temporary “insider” because of a fiduciary ( i.e ., a person or entity to whom property is entrusted for the benefit of another) or commercial relationship.  As an insider, the Company has a fiduciary responsibility not to breach trust of the party that has communicated the material nonpublic information by misusing that information.  This fiduciary duty arises because the Company has entered or has been invited to enter into a commercial relationship with the client or prospective client and has been given access to confidential information solely for the corporate purposes of that client or prospective client.  This obligation remains whether or not the Company ultimately participates in the transaction.
 

 
3. Information Disclosed in Breach of Duty.   Analysts and portfolio managers at the Company must be especially wary of material nonpublic information disclosed in breach of a corporate insider’s fiduciary duty. Even where there is no expectation of confidentiality, a person may become an insider upon receiving material nonpublic information in circumstances where a person knows, or should know, that a corporate insider is disclosing information in breach of the fiduciary duty he or she owes the corporation and its shareholders. Whether the disclosure is an improper “tip” that renders the recipient a “tippee” depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure. In the context of an improper disclosure by a corporate insider, the requisite personal benefit may not be limited to a present or future monetary gain. Rather, a prohibited personal benefit could include a reputational benefit, or an expectation of a quid pro quo from the recipient or the recipient’s employer by a gift of the inside information.
 
A person may, depending on the circumstances, also become an insider or “tippee” when he or she obtains apparently material, nonpublic information by happenstance, including information derived from social institutions, business gatherings, overheard conversations, misplaced documents, and “tips” from insiders or other third parties.
 
E.
Identifying Material Nonpublic Information
 
1. Before trading or investing for yourself or others (including clients of the Company) in the securities or other interests of a company about which you may have potential material nonpublic information, ask yourself the following questions:
 
a. Is this information that an investor could consider important in making his or her investment decision? Is this information that could substantially affect the market price of the securities or assets if generally disclosed?
 
b. To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal or other publications of general circulation?
 
2. Given the potentially severe regulatory, civil and criminal sanctions to which the Supervised Person, the Company and its personnel could be subject, any Supervised Person who is uncertain as to whether the information he or she possesses is material nonpublic information should immediately take the following steps:
 
a. Report the matter immediately to the Chief Compliance Officer;
 
b. Do not purchase or sell the securities or assets on behalf of yourself or others, including clients of the Company; and
 

 
c. Do not communicate the information inside or outside the Company, other than to the Chief Compliance Officer.
 
F.
Penalties for Insider Trading
 
Penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to severe penalties even if he or she does not personally benefit from the violation.  Some penalties which may be imposed include:
 
·
civil injunctions;
·
treble damages;
·
disgorgement of profits;
·
prison sentences;
·
fines for the persons who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and
·
fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.
In addition, any violation of this policy statement can be expected to result in serious sanctions by the Company, including dismissal of the persons involved.
 
IX.
Reporting
 
A.
Covered Accounts
 
The reporting obligations below apply not only to securities transactions by an Access Person for his or her own account, but also for the account of a member of the Access Person’s immediate family, or any account in which an Access Person or a member of his or her immediate family may have a direct or indirect beneficial ownership inerest.
 
B.
Initial and Annual Reporting Requirements
 
Each Access Person must submit to the Chief Compliance Officer or his or her designee:
 
An initial report, in the form attached as Exhibit A of this policy, containing a complete list of the Access Person’s personal securities holdings, submitted no later than 10 days after the individual became an Access Person and current as of a date not more than 45 days prior to the date the individual became an Access Person, unless such Access Person certifies (in the Initial Certification of Compliance attached as Exhibit D of this policy) that the full extent of its current personal securities holdings are reflected in past brokerage statements that have already been delivered to the Company; and
 

 
An annual report thereafter, in the form attached as Exhibit B of this policy, containing a complete list of the Access Person’s personal securities holdings, current as of a date not more than 45 days prior to the date the report is submitted.
 
The securities holdings reports must contain, at a minimum:
 
The type and title of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the Access Person has any direct or indirect beneficial ownership;
 
The name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and
 
The date the Access Person submits the report.
 
Access Persons may be able to instead provide brokerage statements, provided that they include all required information.
 
C.
Quarterly Reporting Requirements
 
Each Access Person must submit to the Company’s Chief Compliance Officer or his or her designee quarterly reports, in the form attached as Exhibit C of this policy, of such Access Person’s personal securities transactions during the quarter, submitted no later than 30 days after the end of the calendar quarter.  The securities holdings reports must contain, at a minimum:
 
The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;
 
The nature of the transaction (purchase, sale, or any other type of acquisition or disposition);
 
The price of the security at which the transaction was effected;
 
The name of the broker, dealer or bank with or through which the transaction was effected; and
 
The date the Access Person submits the report.
 
Access Persons may be able to instead provide brokerage statements, provided that they include all required information.
 
D.
Confidentiality of Reports
 
Transactions and holdings reports of Access Persons will be maintained in confidence, except to the extent necessary to implement and enforce the provisions of this Code or to comply with requests for information from government agencies.
 

 
E.
Exemptions from Reporting
 
An Access Person is not required to submit reports with respect to the following securities or transactions in the following securities:
 
Securities traded pursuant to an automatic investment plan;
 
Securities issued by the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper and money market instruments;
 
Shares of registered open-end investment companies (other than Reportable Funds);
 
Shares issued by unit investment trusts that are invested exclusively in one or more registered open-end investment companies, none of which are Reportable Funds
 
Securities held in accounts over which the Access Person had no direct or indirect influence or control; and
 
Securities which, if reported, would duplicate information contained in broker trade confirmations or account statements that the Company keeps, so long as the Company receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.
 
X.
Monitoring and Review
 
A.
Annual Review
 
The Chief Compliance Officer or his or her designee will review the adequacy of the Code and the effectiveness of its implementation at least annually and make recommendations for updating as a result of any changes in the regulations or changes in procedures.  The Chief Compliance Officer or his/her designee will provide a written report, at least annually, to the Chief Financial Officer summarizing:
 
Compliance with the Code for the period under review;
 
Violations of the Code for the period under review;
 
Sanctions imposed under the Code during the period under review;
 
Changes in policies and procedures recommended for the Code; and
 
Any other information requested by the Chief Financial Officer.
 
B.
Monitoring of Personal Securities Transactions
 
Personal securities transactions and holdings reports and trading patterns of Access Persons will be reviewed on a quarterly basis by the Chief Compliance Officer or his/her designee (the “Reviewer”).  The Chief Financial Officer or his designee is responsible for reviewing and monitoring the personal securities transactions of the Reviewer and for taking on the responsibilities of the Reviewer in the Reviewer’s absence.  Such reviews will include the following:
 

 
An assessment of whether the Access Person followed any required internal procedures, such as pre-clearance;
 
An assessment of whether the Access Person is trading for his/her own account in the same securities he/she is trading for clients, and if so, whether the clients are receiving terms as favorable as the Access Person takes for himself/herself;
 
Periodic analysis of the Access Person’s trading for patterns that may indicate abuse, including market timing; and
 
An investigation of any substantial disparities between the percentage of transactions that are profitable when the Access Person trades for his/her own account and the percentage that are profitable when he/she enters transactions for clients.
 
C.
Certification of Compliance
 
Initial Certification
 
Each newly hired Supervised Person will be provided with a copy of the Code upon commencement of employment.  As a condition of employment, each Supervised Person will be required to provide all necessary information regarding investments and directorships and will certify in writing, in the form attached as Exhibit D , that they have: (i) received a copy of the Code; (ii) read and understand all provisions of the Code; and (iii) agreed to comply with the terms of the Code in every respect.  Such certification should be delivered to the Chief Compliance Officer or his or her designee.
 
Acknowledgement of Amendments
 
Supervised Persons will be provided with any amendments to the Code and should submit a written acknowledgement that they have received, read, and understood the amendments to the Code.  Such acknowledgment should be delivered to the Chief Compliance Officer or his or her designee.
 
Annual Certification
 
Each Supervised Person will certify annually, in the form attached as Exhibit E of this policy, that they have read, understood, and complied with the Code.  Such certification should be delivered to the Chief Compliance Officer or his or her designee.  In addition, the certification will include a representation that such Supervised Person has made all of the reports required by the Code and has not engaged in any prohibited conduct.  If the Supervised Person is unable to make such a representation, the Company will require such Supervised Person to self-report any violations.
 
XI. Recordkeeping
 
A.
Location
 
The Company will maintain the following records in a readily accessible place:
 
· A copy of each Code that has been in effect at any time during the past five years;
 

 
· A record of any violation of this or any other Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;
 
· A record of all written acknowledgements of receipt of this Code and amendments for each person who is currently, or within the past five years was, a Supervised Person;
 
· A record of all personal trading by Access Persons, consisting of the names of Access Persons, the holdings and transaction reports, and any decisions approving the acquisition of securities in initial public offerings and limited or private offerings by Access Persons;
 
· Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports;
 
· A list of the names of persons who are currently, or within the past five years were, Access Persons and investment personnel;
 
· A record of any decision and supporting reasons for approving the acquisition of securities by Access Persons in limited or private offerings for at least five years after the end of the fiscal year in which approval was granted;
 
· A record of any decisions that grant employees or Access Persons a waiver from or exception to the Code;
 
· A record of persons responsible for reviewing Access Persons’ reports currently or during the last five years; and
 
· A copy of any reports regarding the Code provided to the Boards of Directors of any funds advised by the Company.
 
B.
Maintenance of Records
 
These records will be kept for five years.  For the first two years, the records will be kept in the Company’s offices, and in an easily accessible place for at least three years thereafter.
 
XII. Disclosure of the Code
 
A description of the Company’s Code will be included on of the Company’s Form ADV Part 2 brochure.  In addition, the Company must provide a copy of this Code to any client or prospective client upon request.  Any employee that receives a request for a copy of the Code from a client or prospective client should forward that request to the Chief Compliance Officer or his or her designee as soon as reasonably practicable.
 
XIII. Administration and Enforcement of the Code
 
A.
Training and Education
 
The Chief Compliance Officer or his/her designee is responsible for training and educating all Supervised Persons about this Code.  Training regarding this Code will occur periodically.  All Supervised Persons are required to attend the training sessions and read any applicable materials.
 
B.
Report to Senior Management
 
The Chief Compliance Officer or his or her designee will report to senior management regarding his or her annual review of this Code and to bring material violations to the attention of senior management.
 
XIV.
Reporting Violations
 
Supervised Persons must report “apparent” or “suspected” violations in addition to actual or known violations of the Code to the Chief Compliance Officer or his or her designee, and must cooperate in any investigation relating to possible breaches of the Code.  Supervised Persons are encouraged to seek advice from the Chief Compliance Officer or his or her designee with respect to any action or transaction which may violate this Code and to refrain from any action or transaction which might lead to the appearance of a violation.  The types of reporting by Supervised Persons required under this Code includes: (i) noncompliance with applicable laws, rules, and regulations; (ii) fraud or illegal acts involving any aspect of the Company’s business; (iii) material misstatements in regulatory filings, internal books and records, clients records or reports; (iv) activity that is harmful to clients, including fund investors; and (v) deviations from required controls and procedures that safeguard clients and the Company.
 
The Chief Financial Officer is an alternate person to whom employees may report violations in case the Chief Compliance Officer or his or her designee is involved in the violation or is unreachable.  Reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately.
 
XV.
Sanctions
 
In the event of a failure by a Supervised Person to comply with the provisions of this Code or of applicable securities laws, the Chief Compliance Officer may impose appropriate sanctions, including but not limited to a warning, fines, disgorgement, suspension, demotion or dismissal.  In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.
 

 
Exhibit A
 
ACCESS PERSON INITIAL SECURITIES HOLDINGS REPORT AND CERTIFICATION
 
Report of                                                                                                                                          (Please print your full name)
 
Today’s Date:                                                                                                                                
 
As of the date appearing above, the following are each and every security and account in which I have a direct or indirect Beneficial Ownership or other Beneficial Interest (not including exempted securities such as bank certificates of deposit, open-end mutual fund shares, Treasury obligations (T-bills notes and bonds), Unit Investment Trusts that hold securities in proportion to a broad base index).  For purposes of this report, the term Beneficial Ownership or Beneficial Interest shall mean, ownership of securities or securities accounts by or for the benefit of a person, or such person’s “family member”, including any account in which the employee or family member of that person holds a direct or indirect beneficial interest, retains discretionary investment authority or other investment authority (e.g., a power of attorney).  The term “family member” means any person’s spouse, child or other relative, whether related by blood, marriage or otherwise, who either resides with, or is financially dependent upon, or whose investments are controlled by that person and any unrelated individual whose investments are controlled and whose financial support is materially contributed to by the person, such as a “significant other.”
 
In lieu of listing every holding, an employee may attach a copy of an account statement covering holdings not listed below.
 
Title of
 Security
Type of Security
Exchange
Ticker or
CUSIP No.
No. of Shares
Principal
Amount
Trade Date
Interest Rate and Maturity Date
Nature of
Transaction
(Purchase/ Sale/gift,
etc.)
Price
Broker, Dealer or
Bank Involved
Nature of
Ownership
(Direct, Spouse, 
etc.)
                     
                     
                     
                     
 
Use additional pages if necessary
I certify that the securities and accounts listed above are the only securities and accounts in which I have a direct or indirect Beneficial Ownership or Beneficial Interest.
 
Access Person Signature:                                                                      
Date:                                
Received By:                                                  
Reviewed By:                                          
Comments:
Title:                                                                 
Title:                                                      
Date:                                                                   
Date:                                                      
 

 

Exhibit B
 
ACCESS PERSON ANNUAL SECURITIES HOLDINGS CERTIFICATION
AND QUARTERLY TRANSACTION REPORT
 
(Must be current as of 45 prior to the date of submission)
 
Report of                                                                                                              (Please print your full name)
 
Today’s Date:                                                                                                        
 
The following are all transactions in personal securities ( not including exempt securities such as bank certificates of deposit, registered open-end mutual fund shares, Treasury obligations (i.e., T-Bills, Notes and Bonds) and Unit Investment Trusts that hold securities in proportion to a broad base index) effected during this quarter. In lieu of listing every required transaction, an employee may attach a copy of the confirmation or account statement covering every reportable transaction for the period.  Notwithstanding this accommodation, it remains the employee’s sole responsibility to ensure that the required information reflected in those documents is accurate and completely discloses all reportable transactions during the period.
 
Title of
Security
Type of Security
Exchange
Ticker or
CUSIP No.
No. of Shares
Principal Amount
Trade Date
Interest Rate and Maturity Date
Nature of
Transaction
(Purchase/ Sale/gift,
etc.)
Price
Broker, Dealer or
Bank Involved
Nature of
Ownership
(Direct, Spouse, 
etc.)
                     
                     
                     
                     

Since the prior quarterly report, I have opened or closed the following accounts (including brokerage accounts and bank accounts used substantially as brokerage accounts):
 
 
Account Name and Number
 
 
Firm Through Which Transactions Are Effected
 
 
Date Account Opened or Closed
 
     
     
 


 
In connection with any purchases or sales of securities for Advisory Clients during this year, I have disclosed to the Company any material interests in securities in which I have Beneficial Ownership or some other Beneficial Interest which might reasonably raise the appearance of a conflict with the interests of an Advisory Client.  The names and affiliations of “family members” 1 who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities of the Company personnel in the discharge of their duties are as follows:
 
Names
Affiliations
   
   

I certify that the following are all securities holdings ( not including bank certificates of deposit, registered open-end mutual fund shares, Treasury obligations (i.e., T-Bills, Notes and Bonds) and Unit Investment Trusts that hold securities in proportion to a broad base index) Beneficially Owned or in which I have Beneficial Interest as of the year end December 31, 20__.*
 
Name of Security
Amount (No. of Shares or Principal
Amount)
Nature of Interest (Direct Ownership,
Spouse, Control, Etc.)
Broker, Dealer (or Bank acting as
Broker)
       
       

*Note:  In lieu of you listing on this form each and every security held as of year-end, you may attach as an exhibit to this document your annual statement(s) from every brokerage firm with which you have a Beneficial Ownership or other Beneficial Interest.  Notwithstanding this accommodation, it remains your sole responsibility to ensure that the information reflected in that statement(s) is accurate and completely discloses ALL reportable securities holdings as of year-end.
 
I certify that the information provided in this report is complete and accurate.

Access Person Signature :                                                                                            
Date:                      
Received By:                                                    
Reviewed By:                                                                       
Comments:
Title:                                                                   
Title:                                                                                        
Date:                                                                  
Date:                                                                                        




1   The term “family member” means any person’s spouse, child or other relative, whether related by blood, marriage or otherwise, who either resides with, or is financially dependent upon, or whose investments are controlled by that person and any unrelated individual whose investments are controlled and whose financial support is materially contributed to by the person, such as a “significant other.”
 

 
Exhibit C
 
ACCESS PERSON QUARTERLY TRANSACTION REPORT
 
(Must be submitted no later than 30 days after the end of each Calendar Quarter)
 
  Statement to the Company
  By                                                                                              
 
(Please print your full name)
 
The following are all transactions in personal securities ( not including exempt securities such as bank certificates of deposit, registered open-end mutual fund shares, Treasury obligations (i.e., T-Bills, Notes and Bonds) and Unit Investment Trusts that hold securities in proportion to a broad base index) effected during this quarter.  In lieu of listing every required transaction, an employee may attach a copy of the confirmation or account statement covering every reportable transaction for the period.  Notwithstanding this accommodation, it remains the employee’s sole responsibility to ensure that the required information reflected in those documents is accurate and completely discloses all reportable transactions during the period.
 
Title of
 Security
Type of Security
Exchange
Ticker or
CUSIP No.
No. of Shares
Principal
Amount
Trade Date
Interest Rate and Maturity Date
Nature of
Transaction
(Purchase/ Sale/gift,
 etc.)
Price
Broker, Dealer or
Bank Involved
Nature of
Ownership
(Direct, Spouse, 
etc.)
                     
                     
                     
                     

Since the prior quarterly report, I have opened or closed the following accounts (including brokerage accounts and bank accounts used substantially as brokerage accounts):
 
Account Name and Number
Firm Through Which
  Transactions Are Effected
Date Account Opened or Closed
     
     
 

 
In connection with any purchases or sales of securities for the Company clients during this quarter, I have disclosed to the Company’s Chief Compliance Officer or his or her designee any material interests in securities in which I have Beneficial Ownership or some other Beneficial Interest which might reasonably raise the appearance of a conflict with the interests of a Company client.  The names and affiliations of “family members” 2 who are employed in the securities or commodities industries and who might be in a position to benefit directly or indirectly from the activities of the Company’s  personnel in the discharge of their duties are as follows:
 
Names
Affiliations
   
   

I certify that the information provided in this report is accurate and complete.
 
 
 
 
  Employee Signature:                                                                  
  Date:                           
  REVIEWED:                             



2   The term “family member” means any person’s spouse, child or other relative, whether related by blood, marriage or otherwise, who either resides with, or is financially dependent upon, or whose investments are controlled by that person and any unrelated individual whose investments are controlled and whose financial support is materially contributed to by the person, such as a “significant other.”
 

 
Exhibit D
Initial Certification of   Compliance with
Pemberwick Investment Advisors, LLC’s Code of Ethics



 
I hereby certify that I have received a copy of Code of Ethics of Pemberwick Investment Advisors, LLC’s (the “Code”) and have read the Code and understand its requirements.  I further certify that I am subject to the Code, will comply with its requirements in every respect and will not engage in conduct prohibited by the Code. 3
 

Name:                                                                                          
Position:



3   For all new Company employees, this certification of compliance shall relate to conduct occurring from the point of hire going forward.
 

 
Exhibit E
Annual Certification of   Compliance with
Pemberwick Investment Advisors, LLC’s Code of Ethics



 
I hereby certify to the following:
 
1. I have received a copy of the Code of Ethics (the “Code”) of Pemberwick Investment Advisors, LLC (the “Company”), have read the Code and understand its requirements
 
2. I have complied with the Code at all times during the previous calendar year and will comply with the Code during the current calendar year.
 
3. I have, during the previous calendar year, disclosed and confirmed all holdings and transactions required to be disclosed or confirmed pursuant to the Code.
 
4. I have, during the previous calendar year, disclosed and confirmed all accounts in which I have a beneficial interest, including any and all accounts over which I exercise trading discretion, and reported all securities transactions required to be reported under the Code.
 
5. If any new accounts in which have a beneficial interest were opened during the previous year, I have notified the Company and have authorized duplicate statements, confirms and monthly statements with respect to such account to be sent to the Company.
 


Name:                                                                                          
Position:

700638229.1




 
 
Code of Ethics for JPMAM
 
Effective Date:  02/01/2005 | Last Revision Date: July 8th, 2016
Last Review Date: 07/08/2016
 
 

 

 
TABLE OF CONTENTS
 
1.
Summary
2
2.
Amendments to Previous Version Distributed June 29, 2015
4
3.
Scope
4
4. Reporting Requirements  5
  4.1      Holdings Reports    5
  4.2     Transaction Reports  5
  4.3     Exceptions from Transaction Reporting Requirements   6
5.  Personal Trading Policies and Procedures   6
  5.1     Approved Broker Requirement   6
  5.2     Blackout Provisions   7
  5.3     Minimum Investment Holding Period and Market Timing Prohibition   7
  5.4     Trade Reversals and Disciplinary Action   7
6.  Books and Records to be Maintained by Investment Advisers   8
7.  Privacy   8
8. Anti-Corruption   8
9. Conflicts of Interest   9
  9.1    Trading in Securities of Clients   9
  9.2    Trading in Securities of Suppliers   9
  9.3    Pre-clearance Procedures for Value-Added Investors   9
  9.4    Gifts & Entertainment   9
  9.5    Political Contributions and Activities  10
  9.6    Charitable Contributions   11
  9.7    Outside Business Activities   11
10.  Training   12
11.  Escalation Guidelines    13
  11.1    Violation Prior to Material Violation  12
  11.2    Material Violations  12
12.  Defined Terms   13-16
 
 
2
 

 
1.     Summary
 
This Code of Ethics for JPMAM (the “Code”) has been adopted by the registered investment advisers of JPMAM in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”).  Rule 204A-1 requires an investment adviser registered under section 203 of the Advisers Act to establish, maintain and enforce a written Code of Ethics.
 
This Code establishes our standards for ethical conduct which are premised on fundamental principles of openness, integrity, honesty and trust.  JPMAM hereby adopts the message from Jamie Dimon that was included in the JPMC Code of Conduct because it embodies JPMAM’s ethical standards:

At JPMorgan Chase, preserving our strong culture is a top priority. We must continue to embed the values of integrity, fairness and accountability in all that we do. Doing the right thing forms the foundation for how we do business, and our Code of Conduct represents our shared commitment to operate with the highest level of ethical conduct.
 
Every employee at JPMorgan Chase has a responsibility to follow the letter and spirit of the Code and its related policies. We will not compromise on our integrity, nor will we tolerate unethical behavior. Our business was built on doing the right thing, and we all must be accountable, straightforward and honest in everything we do.
 
I rely on each of you to fully understand and comply with our Code.   If you see something wrong, or are not sure if something is right, report it. Be accountable for your actions.   Ultimately, we rely on your personal integrity to protect and enhance the reputation of JPMorgan Chase. 
 
Above all, never underestimate the importance of your own conduct. Our success starts with each of the 230,000+ employees who help make this firm what it is today .”
 
Additionally, it is the duty of all Supervised Persons to act in the best interests of their clients, place the interests of JPMAM Clients before their own personal interests at all times and to avoid any actual or potential conflicts of interest.  Supervised Persons are the officers, directors (or other persons occupying a similar status or performing similar functions) or employees of JPMAM (including those authorized to act in an official capacity on behalf of JPMAM entities, sometimes referred to as dual hatted employees or any other person who provides investment advice on JPMAM’s behalf and is subject to JPMAM’s supervision or control.
 
Supervised Persons must comply with applicable Federal Securities Laws and promptly report any known or suspected violations of the Code promptly to the Code of Conduct Reporting Hotline, the Compliance Department, which shall report any such violation promptly to the Chief Compliance Officer (“CCO”), or through the various reporting channels as provided in the   How To Report A Violation   page of the Code of Conduct intranet site. Your reporting obligations do not prevent you from reporting to the government or regulators conduct that you believe to be in violation of law and it does not require you notifying JPMAM prior to reporting to the government or regulators. JPMAM strictly prohibits intimidation or retaliation against anyone who makes a good faith report about a known or suspected violation of the Code, or any law or regulation.
 
Compliance with the Code, and other applicable policies and procedures, is a condition of employment.  The rules, procedures, reporting and recordkeeping requirements set forth in the Code are hereby adopted and certified as reasonably necessary to prevent Supervised Persons from violating the provisions of the Code and applicable Federal Securities Rules.
 
The Compliance Department provides a link to this Code and any amendments to all Supervised Person s in their Access Persons Report and requires their attestation of compliance with this Code at least annually.  These records are maintained by the Compliance Department as part of its Books and Records as required by the Advisers Act.
 
 
3
 

Annually, the CCO of each registered investment  adviser must review the adequacy of the Code and the policies and procedures herein referenced.
 
2.    Amendments to Previous Version Distributed June 29, 2015
 
·
Updated Summary to address ethical standards of conduct
 
·
This update includes revisions made in the JPMC Code of Conduct aimed at protecting employees who report suspected unethical conduct and violations of laws and regulations related to the firm’s business
 
·
Replaced the Personal Trading Policy with the Personal Account Dealing – Global Investment Management Policy
 
·
Updated Section 4.2 to provide for exceptions from providing transaction reports for accounts maintained at Approved Brokers.
 
·
Updated Holding Reports Section 5.1b2 to reflect that Compliance may not require Annual Statement of Holdings for account held at Approved Brokers who provide Holding Reports to Compliance
 
·
Replaced the JPM Investment Management Americas Gift and Entertainment Policy with GIM Gifts & Entertainment Supplement to the Code of Conduct
 
·
Replaced the JPMAM Gift, Entertainment and Political Contributions Database with Reliance’s Gifts and Entertainment Module
 
·
Section 8 amended to include the Foreign Corrupt Practices Act and the UK Bribery Act and remove references from JPMC’s Global AML and Anti-Corruption Policies
 
·
9.6 Charitable Contributions updated the appropriate governing policies: the Asset Management Expense Procedure (“AM Expense Policy”) and the, GIM Gifts & Entertainment Supplement to the Code of Conduct (“GIM G&E Policy”)
 
·
Definitions: Deleted Personal Trading Policy
 
3.     Scope
 
This Code applies to all Supervised Persons of JPMAM.
 
In the event that a difference exists between any of the standards identified in JPMC Code of Conduct and the JPMAM Code of Ethics, the more restrictive provision shall apply.
 
JPMAM hereby designates the staff of its Compliance Department to act as designees for the respective CCO of the JPMAM registered investment advisers in administering this Code.  Any questions regarding the Code or its application should be directed to the Compliance Department via email at JPMAM.Compliance.Mailbox@jpmorgan.com.
 
 
 
4
 

 
4.       Reporting Requirements
 
4.1.   Holdings Reports
 
Access Persons must submit holdings reports to the Compliance Department documenting current securities holdings:
 
a)      Content of Holdings Reports
 
Each holdings report must contain, at a minimum:
 
1)
Account Details
 
The name of any broker, dealer or bank with which the Access Person maintains an Associated Account in which any Reportable Securities are held for the Access Person’s direct or indirect benefit, as well as all pertinent Associated Account details (e.g., account title, account number, etc.).

2)
 Account Statements
 
The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect beneficial ownership.
 
3)
 Submission Date
 
The date the Access Person submits the report to the Compliance Department.
 
b)      Submission of Holdings Reports
         
  Access Persons must submit both an Initial and Annual holdings report: 
 
1)
          Initial Report
 
Must be submitted no later than 10 days after the person becomes an Access Person and the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person .
 
2)
          Annual Report
 
Must be submitted at least once each 12-month period thereafter on January 30, and the information must be current as of a date no more than 45 days prior to the date the report was submitted, unless notified by Compliance that this is  no longer required due to electronic position reporting received from Approved Brokers.
 
4.2.      Transaction Reports
 
Access Persons must submit to the Compliance Department securities transactions reports on a quarterly basis, in the form designated by the Compliance Department. Securities transaction reports must meet the following requirements:

a)       Content of Transaction Reports
 
Each transaction report must contain, at a minimum, the following information about each transaction involving a Reportable Security in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:
 
5
 

1)
The date of the transaction, the title, and as applicable the exchange    ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;
 
2)
The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
 
3)
The price of the security at which the transaction was effected;
 
4)
The name of the broker, dealer or bank with or through which the transaction was effected; and
 
5)
The date the Access Person submits the report to the Compliance Department.
 
b)
Timing of Transaction Reports
 
Each Access Person must submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions during the quarter.
 
Transaction Reports are not required for accounts maintained at Approved or Preferred Brokers.
 
 
4.3 Exceptions from Transaction Reporting Requirements
 
An Access Person need not submit:
 
a)
Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;
 
b)
A transaction report with respect to transactions effected pursuant to an Automatic Investment Plan ;
 
c)
Transaction Reports are not required for accounts maintained at Approved or Preferred Brokers.
 
d)
Any report with respect to transactions in Reportable Funds .

 
5. Personal Trading Policies and Procedures
 
Supervised Persons must obtain approval from the Compliance Department before directly or indirectly acquiring Beneficial Ownership in any Reportable Security , including initial public offerings and limited offerings.  Given the potential access to Proprietary and Client information that Supervised Persons may have, JPMAM and its Supervised Persons must avoid even the appearance of impropriety with respect to personal trading, which must be oriented toward investment rather than short-term or speculative trading.  The Personal Account Dealing - Global Investment Management Policy(“GIM PAD Policy”)  is designed to help prevent and detect violations of securities laws and industry conduct standards and to minimize actual or perceived conflicts of interest that could arise due to personal investing activities.
 
5.1   Approved Broker Requirement
 
 
Any Associated Account , except as otherwise indicated in the Personal Account Dealing - Global Investment Management must be maintained with an Approved Broker, as provided under the JPMC Code of Conduct and the GIM PAD Policy Approved Designated Brokers in North America:
 
Chase Investments Inc.
 

Charles Schwab
 
Edward Jones
 
E*Trade Financial
 
Fidelity Brokerage Services
 
Goldman Sachs
 
J.P. Morgan Private Bank (PB)
 
J.P. Morgan Securities
 
Merrill Lynch
 
Morgan Stanley/Smith Barney
 
Raymond James
 
Royal Bank of Canada
 
TD Ameritrade
 
Vanguard
 
Wells Fargo
 
 
5.2   Blackout Provisions
 
The personal trading and investment activities of Supervised Persons are subject to particular scrutiny due to the fiduciary nature of the business.  Specifically, JPMAM must avoid even the appearance that its Supervised Persons conduct personal transactions in a manner that conflicts with the firm’s investment activities on behalf of Clients.   Accordingly, certain Supervised Persons   are restricted from conducting personal investment transactions during certain periods (called “Blackout Periods”), and may be instructed to reverse previously completed personal investment transactions.  Additionally, the Compliance Department may restrict the personal trading activity of any Supervised Person if it is determined that such activity has the appearance of a possible conflict of interest.
 
The Blackout Periods set forth in the GIM PAD Policy reflects varying levels of restriction appropriate for different categories of Supervised Persons based upon their level of access to non-public Client or Proprietary information.
 
 
5.3   Minimum Investment Holding Period and Market Timing Prohibition
 
As set forth under the GIM PAD Policy, Supervised Persons are subject to a minimum holding period for all transactions in Reportable Securities and Reportable Funds .
 
Supervised Persons are not permitted to conduct transactions for the purpose of market timing in any Reportable Security or Reportable Fund .  Market timing is defined as an investment strategy using frequent purchases, redemptions, and/or exchanges in an attempt to profit from short-term market movements.
 
Please see the GIM PAD Policy for further details on transactions covered or exempted from the minimum investment holding period.
 
 
5.4   Trade Reversals and Disciplinary Action
 
Transactions by Supervised Persons are subject to reversal due to a conflict (or appearance of a conflict) with the firm’s fiduciary responsibility or a violation of the Code or the GIM PAD Policy.  Such a reversal may be required even for a pre-cleared transaction that results in an inadvertent conflict or a breach of blackout period requirements under the Personal Account Dealing - Global Investment Management.
 
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Disciplinary actions resulting from a violation of the Code will be administered in accordance with related JPMAM guidelines governing disciplinary action and escalation.  All violations and disciplinary actions will be reported promptly by the Compliance Department to the employee’s group head and senior management.  Violations will be reported quarterly to affected Fund’s Board of Directors.
 
Violations by Supervised Persons of the Code, the JPMC Code of Conduct or any laws or regulations that relate to JPMAM’s operation of its business or any failure to cooperate with an internal investigation may result in disciplinary action up to and including immediate dismissal including termination of regulatory registration where applicable.
 
 
6. Books and Records to be maintained by Investment Advisers
 
The Compliance Department is responsible for maintaining books and records, including:
 
a)
A copy of this Code and any other code of ethics adopted by JPMAM pursuant to Rule 204A-1 that is in effect or has been in effect at any time within the past five years;
 
b)
A record of any violation of the Code, and any action taken as a result of that violation;
 
c)
A record of all written acknowledgments for each person who is currently, or within the past five years was, a Supervised Person of JPMAM;
 
d)
A record of each report made by  Access Persons required under the   Reporting Requirements;
 
e)
A record of the names of persons who are currently, or within the past five years were, Access Persons ;
 
f)
  A record of any decision, and the reasons supporting the decision, to approve the acquisition or sale of securities by Supervised Persons under section 6. Pre-approval records of certain investments will be maintained for at least five years after the end of the fiscal year in which the approval is granted; and
 
g)
Any other such record as may be required under the Code or the GIM PAD Policy.
 
7 Privacy
 
Supervised Persons have a responsibility to protect the confidentiality of information related to Clients .  This responsibility may be imposed by law, may arise out of agreements with Clients , or may be based on policies or practices adopted by the firm.  Certain jurisdictions have regulations relating specifically to the privacy of individuals and/or business and institutional customers.  Various business units and geographic areas within JPMC have internal policies regarding customer privacy.

The restriction on disclosing confidential information is not intended to prevent Supervised Persons from reporting to the government or a regulator any conduct Supervised Persons believe to be in violation of the law, or from responding truthfully to questions or requests from the government, a regulator or in a court of law.
 
8 Anti-Corruption
 
It is the policy of JPMC to comply with the anti-corruption laws that apply to the firm’s
Operations (and investments where the firm is deemed to have control), which includes the United States Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act of 2010 (UKBA), as well as anti-corruption laws and regulations of other countries in which the firm conducts business. We must never compromise our reputation by engaging in, or appearing to engage in, bribery or any form of corruption. Bribery and corruption are crimes with potentially severe penalties to JPMC and its employees and directors. The firm has zero tolerance for such activity.  Please see reporting and preclearance requirements for gifts and entertainment to Non US Government Officials in the, GIM Gifts & Entertainment Supplement to the Code of Conduct (“GIM G& E Policy”).
 
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9 Conflicts of Interest
 
With regard to each of the following restrictions, more detailed guidelines may be found under the applicable JPMAM policy and/or the JPMC Code of Conduct.
 
9.1   Trading in Securities of Clients
 
Supervised Persons shall not transact in any securities of a Client with which the Supervised Person has or recently had significant dealings or responsibility on behalf of JPMAM if such investment could be perceived as effected based on confidential information, including material non-public information.
 
9.2   Trading in Securities of Suppliers
 
Supervised Persons in possession of information regarding, or directly involved in negotiating, a contract material to a supplier of JPMAM may not invest in the securities of such supplier.  If you own the securities of a company with which we are dealing and you are asked to represent JPMorgan Chase in such dealings you must:
 
a)
Disclose this fact to your department head and the Compliance Department; and
 
b)
Obtain prior approval from the Compliance Department before selling such securities.
 
9.3   Pre-clearance Procedures for Value-Added Investors
 
Prior to any telephone calls, video, and in-person meetings between a Portfolio Manager, or employee arranging the meeting, and a Value-Added Investor who is meeting to discuss his/her personal investment (or prospective investment) in the JPMAM Private Investment Fund managed by the Portfolio  Manager, the Portfolio Manager must obtain pre-clearance from Compliance.  In order to obtain pre-clearance approval, the following information must be provided to Compliance prior to the meeting:
 
a)
Date and place of meeting;
 
b)
Name of Value-Added Investor , their employer, and job title;
 
c)
Name of private fund the Value-Added Investor is invested in (or may invest in);
 
d)
Names of all J.P. Morgan employees in attendance at the meeting and job titles;
 
e)
Purpose of the meeting.
 
Compliance will review the pre-clearance request and respond via email and will ensure that appropriate controls are instituted.
 
9.4   Gifts & Entertainment
 
Supervised Persons must avoid circumstances that may cause, or create the appearance of, a conflict of interest between JPMAM and its clients or other business/commercial contacts.  Supervised Persons may not give or receive anything of value, directly or indirectly, to influence improper action or obtain an improper advantage.  Furthermore, the giving and receiving of gifts, including entertainment and hospitality, to or from persons who do or seek to do business with JPMAM have the potential to create actual conflicts or the appearance of conflicts, and may negatively impact JPMAM.
 
 
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Gifts and entertainment can take many forms, including but not limited to: goods or services for which employees are not required to pay the retail or usual and customary cost; meals or refreshments; tickets to entertainment or sporting events; the use of a residence, vacation home or other accommodation; travel expenses; or charitable  contributions or organization sponsorships. In addition to gifts and entertainment, JPMAM Supervised Persons may not make, direct or solicit any other person to make, any political contribution or provide anything else of value to anyone for the purpose of influencing or inducing the awarding or retention of investment advisory services business.

Gifts

Supervised Persons are generally prohibited from giving or receiving gifts of any kind to or from any customer, supplier or other party doing business or seeking to do business with us.  Limited exceptions allow Supervised Persons to accept (i) unsolicited items valued at $100 or less on infrequent occasions where gifts are customary, such as a major holiday or significant life event; (ii) advertising or promotional materials affixed with a company logo having a nominal retail value; or (iii) gifts of perishable food or beverages that are not easily returned.  Excessive or non-conforming gifts must be returned or else approved in writing by a Global Investment Management Operating Committee (“GIMOC”) member and the Compliance Code Specialist.  Gifts of cash or cash equivalents are strictly prohibited.

Similarly, Supervised Persons are prohibited from giving gifts or entertainment intended to influence others’ business decisions.  Tangible gifts aggregating $100 or less per year may be given only to clients and only on customary occasions.

Supervised Persons are required to log all gifts subject to reporting into Reliance’s Gift and Entertainment Module for approval.  Violations of the Policy are subject to the Escalation Guidelines.
 
Entertainment
 
 
Entertainment includes business-related activities at which a host and guest are both present (e.g., meals, refreshments, golf games, sporting events, or other leisure and entertainment).  Entertainment is considered a prohibited gift unless both the employee and business contact are present and the e mployee’s participation is related to his or her position and duties within JPMAM. Spouses, family members and personal acquaintances should not participate in entertainment activities unless such participation is customary under the circumstances.
 
Supervised Persons may act as a host for business entertainment to clients and prospects that are business related, is not prohibited by law, and whose cost is reasonable and customary.  Frequent and/or lavish business entertainment is prohibited.

Supervised Persons are limited to accepting $250 in meals and entertainment from a client or counterparty per calendar year, with limited exceptions.  Once the $250 limit is reached, employees are required to pay for their own expenses.  In addition, Supervised Persons are prohibited from accepting invitations to ticketed events; limited exceptions may be granted with pre-approval from senior management and Compliance.
 
 
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All gifts and entertainment provided to U.S. Government Officials must be pre-cleared by Compliance to ensure that they comply with jurisdictional restrictions.

Supervised Persons are required to log all entertainment subject to reporting into Reliance’s Gift and Entertainment Module for approval.  Violations of the Policy are subject to the Escalation Guidelines.

9.5 Political Contributions and Activities

In accordance with Advisers Act Rule 206(4)-5, Supervised Persons are prohibited from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities.

To ensure compliance with this federal pay-to-play rule and various state and local laws, JPMAM Supervised Persons must receive pre-clearance before they or any members of their household make or solicit political contributions or engage in political activities in connection with any election in the United States or the Republic of Colombia. Contributions to JPMC Political Action Committees are excluded from pre-clearance and reporting requirements.  New hires must also disclose their history of making and soliciting political contributions.

An employee cannot be reimbursed or otherwise compensated by JPMC for any political contribution.  JPMC policies prohibit contributions of corporate funds to candidates, political party committees and political action committees.  Supervised Persons are strictly prohibited from using JPMC resources to conduct personal political activities.

Violations of these requirements are subject to the Escalation Guidelines.
 
9.6   Charitable Contributions
 
Charitable contributions made on behalf of JPMC must adhere to the requirements of the AM Expense Policy and the GIM G & E Policy.
 
9.7   Outside Business Activities
 
A Supervised Person’s outside activities must not reflect adversely on the firm or give rise to a real or apparent conflict of interest with the Supervised Person’s duties to the firm or its Clients Supervised Persons must be aware of potential conflicts of interest and be aware that they may be asked to discontinue any outside activity if a potential conflict arises.  Supervised Persons may not, directly or indirectly:
 
a)
Accept a business opportunity from someone doing business or seeking to do business with JPMAM that is made available to the Supervised Person because of the individual’s position with the firm.
 
b)
Take for oneself a business opportunity belonging to the firm.
 
c)
Engage in a business opportunity that competes with any of the firm’s businesses.
 
More specific guidelines are set forth under the JPMC Code of Conduct.  Procedures for pre-clearance of Outside Activities and Second Jobs are available on the JPMC Code of Conduct intranet site.  Outside Business Activities must be attested to annually as part of the JPMC Code of Conduct affirmation.
 
 
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If any material change in relevant circumstances occurs, Supervised Persons must seek clearance for a previously approved activity.  A material change may arise from a change in your job or association with JPMAM or in your role with respect to that activity or organization.  JPMAM employees are required to be continually alert to any real or apparent conflicts of interest with respect to investment management activities and promptly disclose any such conflicts to Compliance.  Employees must also notify Compliance when any approved outside activity terminates.
 
Regardless of whether an activity is specifically addressed under JPMAM policies or the JPMC Code of Conduct, Supervised Persons should disclose any personal interest that might present a conflict of interest or harm the reputation of the firm.
 
 
10.  Training
 
All employees of the firm are required to take several mandatory training courses given each year by Compliance (e.g., Code of Conduct).
 

 
11.  Escalation Guidelines
 
Escalation Guidelines are applicable to all Supervised Persons of JPMAM and are maintained by Compliance. The Escalation Guidelines document is an internal Compliance document and is used to notify Group Heads, Managers and/or Human Resources (HR) of Supervised Persons’ violations of Compliance Policies along with the assigned severity of the applicable violations.
 
 
11.1   Violation Prior to Material Violation
 
While the Group Head is notified of all violations, he/she is required to have a meeting with the employee when the Supervised Persons’ next violation would be considered material, in order to stress the importance of the requirement and inform the employee about the ramifications for not following the policy. The employee is also required to acknowledge, in writing, (form to be provided by Compliance) that he/she is aware of the ramifications for noncompliance and he/she will be compliant going forward. The written acknowledgement is signed by both the employee and Group Head, and returned to Compliance for record keeping.
 
 
11.2   Material Violations
 
All material violations require the Group Head (MD level) and HR to have a meeting with the employee and to document the meeting specifics in the employee's personnel file. The employee will be required to acknowledge in writing the material nature of the violation and that he/she will be compliant going forward. The written acknowledgement, signed by the employee, Group Head and HR, will be returned to Compliance for record keeping.
 
There will be a mandated suspension of personal trading privileges for six months for all material violations of the   GIM PAD Policy   or Access Persons reporting requirement. Compliance and the Group Head may allow transactions for hardship reasons, but require documentation for pre-clearance.
 
 An employee’s receipt of a material violation is considered when determining the employee’s annual compensation and promotion.
 
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12. Defined Terms
 
Access Persons
Access Persons of IM include:
(1) Employees of any legal entities that fall under the JPMIM business in the Americas, excluding J.P. Morgan Retirement Plan Services LLC and non-JPMIM persons of J.P. Morgan Institutional Investments Inc.
(2) Certain persons of other affiliated entities that have access to Proprietary information of IM and are located on floors utilized by IM persons at 270 Park Ave and persons that have been designated by Compliance as having access to IM Proprietary information
(3) Portfolio managers at J.P. Morgan Private Bank and Private Client Services and registered representatives at J.P. Morgan Private Client Services who hold 65 or 66 licenses
(4) All persons of entities affiliated with JPMIM that have been authorized by the Office of the Corporate Secretary to act in an official capacity on behalf of a legal entity within JPMIM, sometimes referred to as “dual-hatted” employees
(5) Certain consultants, agents, and temporary workers who are involved in the investment management process or have access to Proprietary information regarding Client recommendations or transactions on a pre-trade or same-day basis
Associated Account
Is an account in the name of or for the direct or indirect benefit of a Supervised Person or a Supervised Person’s spouse, domestic partner, minor children and any other person for whom the Supervised Person provides significant financial support, as well as to any other account over which the Supervised Person or any of these other persons exercise investment discretion, regardless of beneficial interest.  Excluded from Associated Accounts are any 401(k) and deferred compensation plan accounts for which the Supervised Person has no investment discretion.
Automatic Investment Plan
Is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.  An automatic investment plan includes a dividend reinvestment plan.
Beneficial ownership
Is interpreted to mean any interest held directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, or any pecuniary interest in equity securities held or shared directly or indirectly, subject to the terms and conditions set forth under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934.  A Supervised Person who has questions regarding the definition of this term should consult the Compliance Department.  Please note:  Any report required under section 5. Reporting Requirements may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.
Client
Is any entity (e.g. person, corporation or Fund) for which JPMAM provides a service or has a fiduciary responsibility.
Federal Securities Laws
Are the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 (“1940 Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted by the Securities and Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the Department of the Treasury.
Fund
Is an investment company registered under the 1940 Act.
Initial Public Offering
Is an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
 
 
 
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JPMAM
Is the abbreviation for JPMorgan Asset Management, a marketing name for the Investment Management subsidiaries of JPMorgan Chase & Co.  Within the context of this document, JPMAM refers to the following U.S. registered investment advisers of JPMorgan Asset Management:
J.P. Morgan Alternative Asset Management, Inc.
JPMorgan Asset Management (UK) Ltd.
J.P. Morgan Investment Management Inc.
Security Capital Research & Management Inc.
Bear Stearns Asset Management Inc.
JF International Management, Inc.
Limited Offering
Is an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505 or 506 there under.
Proprietary
Within the context of the Policy is:
 (1) any research conducted by IM or its affiliates
 (2) any non-public information pertaining to IM or its affiliates
 (3) all JPM managed and sub-advised mutual funds
Reportable Fund
Is any JPMorgan Proprietary Fund , including sub-advised funds
Reportable Security
Is a security as defined under section 202(a)(18) of the Advisers Act held for the direct or indirect benefit of an Access Person, including any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.  Excluded from this definition are:
 
1)   Direct obligations of the Government of the United States;
 
 
2)   Bankers’ acceptances, bank certificates of deposit, commercial paper and high
 
        quality short-term debt instruments, including repurchase agreements;
 
3)   Shares issued by money market funds; and
 
 
4)   Shares issued by open-end funds other than reportable funds
 
Supervised Persons
1)   Any partner, officer, director (or other person occupying a similar status or performing similar functions) and employees of JPMAM;
 
2)   All employees of entities affiliated with JPMAM that have been authorized by the Office of the Corporate Secretary to act in an official capacity on behalf of a legal entity within JPMAM, sometimes referred to as “dual hatted” employees;
 
3)   Certain consultants, as well as any other persons who provide advice on behalf of JPMAM and are subject to JPMAM’s supervision and control; and
 
4)   All Access Persons
 
 
 
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Value–Added Investor
Is an executive level officer (i.e., president, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or Partner) or director of a company, who, due to the nature of his/her position, may obtain material, non-public information.
 
 
 
 
 
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