REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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[X]
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Pre-Effective Amendment No.
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[ ]
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Post-Effective Amendment No.
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28
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[X]
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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[X]
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Amendment No.
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31
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[X]
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[ ]
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Immediately upon filing pursuant to Rule 485(b).
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on (date) pursuant to Rule 485(b).
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on (date) pursuant to Rule 485(a)(1).
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60 days after filing pursuant to Rule 485(a)(1).
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[ ]
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75 days after filing pursuant to Rule 485(a)(2).
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[X]
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on December 5, 2016 pursuant to Rule 485(a)(2).
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[ ]
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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3
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19
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20
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21
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21
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24
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Shareholder Fees
(fees paid directly from your investment): |
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None
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment): |
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Management Fees
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0.25%
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Distribution (12b-1) and/or Service Fees
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None
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Other Expenses
1
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0.20%
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Total Annual Fund Operating Expenses
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0.45%
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1 | “Other Expenses” are based on estimated amounts for the Fund’s current fiscal year. |
1 Year
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3 Years
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5 Years
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10 Years
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$46
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$144
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$252
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$567
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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·
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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.
|
·
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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.
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·
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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.
|
·
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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.
|
·
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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.
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·
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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.
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·
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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.
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·
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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.
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Best Quarter
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Worst Quarter
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1.75%
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(1.82)%
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(March 31, 2012)
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(September 30, 2011)
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Average Annual Total Returns
(For the Periods Ended December 31, 2015)
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1 Year
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5 Year
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Since Inception
(February 1, 2010)
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Return Before Taxes
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0.62%
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1.07%
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1.17%
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Return After Taxes on Distributions
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0.22%
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0.62%
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0.74%
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Return After Taxes on Distributions and Sale of Shares
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0.35%
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0.64%
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0.74%
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Barclays Capital 1-3 Year Government/Credit Index (reflects no deductions for fees, expenses or taxes)
1
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0.65%
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0.98%
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1.17%
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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. |
·
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James Hussey is the President of Pemberwick and has been managing the Fund since the Predecessor Fund’s inception in 2010.
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·
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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.
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·
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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.
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·
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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.
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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
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By Telephone or By Wire:
Call the Transfer Agent at
1-888-893-4491
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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·
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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.
|
·
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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.
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·
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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.
|
·
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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.
|
·
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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.
|
·
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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.
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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·
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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.
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Wire to:
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U.S. Bank, N.A.
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ABA Number:
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075000022
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Credit:
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U.S. Bancorp Fund Services, LLC
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Account:
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112-952-137
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Further Credit:
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Pemberwick Fund
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(Shareholder Name/Account Registration)
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(Shareholder Account Number)
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·
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If ownership is being changed on your account;
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·
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When redemption proceeds are payable or sent to any person, address or bank account not on record;
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·
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If a change of address was received by the Transfer Agent within the last 30 calendar days;
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·
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For all redemptions in excess of $50,000 from any shareholder account.
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(1)
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The selected per share data was calculated using the average shares outstanding method for the year.
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(2)
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Includes payments by affiliate which equaled $0.03 per share.
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(3)
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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.
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(4)
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During the period, certain fees were waived. If such fee waivers had not occurred, the ratio would have been as indicated.
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INVESTMENT ADVISOR
Pemberwick Investment Advisors LLC
340 Pemberwick Road
Greenwich, Connecticut 06831
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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
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INVESTMENT SUB-ADVISOR
J.P. Morgan Investment Management Inc.
270 Park Avenue
New York, New York 10017
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For overnight deliveries, use:
Pemberwick Fund
c/o U.S. Bancorp Fund Services, LLC
615 East Michigan Street, 3
rd
Floor
Milwaukee, Wisconsin 53202
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CUSTODIAN
U.S. Bank, N.A.
1555 N. River Center Drive, Suite 302
Milwaukee, Wisconsin 53212
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COMPLIANCE AND
SECRETARIAL SERVICES
Vigilant Compliance, LLC
223 Wilmington West Chester Pike, Suite 216
Chadds Ford, Pennsylvania 19317
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DISTRIBUTOR
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
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INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1800
2001 Market Street
Philadelphia, PA 19103-7042
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LEGAL COUNSEL
Godfrey & Kahn, S.C.
833 East Michigan Street, Suite 1800
Milwaukee, Wisconsin 53202
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3
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3
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3
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14
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A-1
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·
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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.
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·
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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.
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·
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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.
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·
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certain “independent reporting agencies” recognized by the SEC to be acceptable agencies for the reporting of industry statistical information;
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·
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financial consultants to assist them in determining the suitability of the Fund as an investment for their clients; and
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·
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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.
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1.
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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;
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2.
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Pledge, mortgage or hypothecate its assets except to secure indebtedness permitted to be incurred by the Fund;
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3.
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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;
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4.
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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;
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5.
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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;
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6.
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Purchase or sell physical commodities, unless acquired as a result of owning securities or other instruments;
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7.
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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;
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8.
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Engage in short sales of securities or maintain a short position, except that the Fund may sell short “against the box”;
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9.
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Purchase securities on margin except for the use of short-term credit necessary for the clearance of purchases and sales of portfolio securities; or
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10.
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Purchase securities if its outstanding borrowings exceed 5% of the value of its total assets.
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(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. |
(1)
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The mailing address of this officer is: 615 East Michigan Street, Milwaukee, Wisconsin 53202.
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(2)
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The mailing address of this officer is: 223 Wilmington West Chester Pike, Suite 216, Chadds Ford, Pennsylvania 19317.
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(3)
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Each officer is elected annually and serves until his or her successor has been duly elected and qualified.
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Name of Trustee
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Dollar Range of Equity
Securities in the Fund
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Aggregate Dollar Range of
Equity Securities in All
Series of the Trust
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Gaylord B. Lyman
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None
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None
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James R. Schoenike
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None
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None
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Scott Craven Jones
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None
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None
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Lawrence T. Greenberg
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None
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None
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Independent Trustee
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Aggregate
Compensation
from Fund
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Pension or
Retirement
Benefits
Accrued as Part
of Trust
Expenses
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Estimated
Annual Benefits
Upon
Retirement
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Total
Compensation
from Fund and
the Trust
3
Paid to
Trustees:
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Gaylord Lyman
(1),(2)
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$2,500
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$0
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$0
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$7,500
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Lawrence Greenberg
(2)
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$2,333
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$0
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$0
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$7,000
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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.
|
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
|
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
|
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
|
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
|
— | 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. |
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. |
|
·
|
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.
|
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. |
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 |
(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.
|
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
|
Records Relating to:
|
Are located at:
|
Registrant’s Distributor
|
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
|
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.
|
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
|
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
|
|
Series or Fund of
Manager Directed Portfolios |
Annual Fee Rate as a
Percentage of Average Daily Net Assets |
Pemberwick Fund
|
0.25%
|
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.
|
(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.
|
(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.)
|
(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.
|
(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.
|
(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.
|
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.
|
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.
|
(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.
|
Pemberwick Investment Advisors LLC
|
J.P. Morgan Investment Management Inc.
|
By: _______________________
|
By:__________________
|
Name:
James P. Hussey
|
Name:
|
Title:
President
|
Title:
|
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.
|
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.
|
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.
|
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.
|
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.
|
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.
|
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;
|
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.
|
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
|
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.
|
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.
|
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.
|
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).
|
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).
|
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.
|
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.
|
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.
|
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.
|
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.
|
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 |
§
|
$____ per fund
|
§
|
$____ 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.)
|
§
|
$____ 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.)
|
§
|
$____ 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
|
§
|
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
|
§
|
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
|
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 |
§
|
$____ – 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)
|
§
|
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.
|
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
|
____
|
$____
|
§
|
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.
|
§
|
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.
|
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 |
§
|
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)
|
§
|
$____ - 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)
|
§
|
$____ per security on the First 100 Securities
|
§
|
$____ per security on the Balance of Securities
|
§
|
$____ per Foreign Equity Security per Month
|
§
|
$____ per Domestic Equity Security per Month
|
§
|
$____ per CMOs, Asset Backed, Mortgage Backed Security per Month
|
§
|
$____ per security per month for fund administrative
|
§
|
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
|
§
|
Base fee – $____ per fund per year
|
§
|
Setup – $____ per fund group
|
§
|
$____ set up fee per fund complex
|
§
|
$____ per fund per month
|
§
|
$____ per fund per report – first class
|
§
|
$____ per additional class report
|
§
|
Fees are dependent upon portfolio makeup, services required, and benchmark requirements.
|
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 |
§
|
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
|
§
|
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 beyond the initial CUSIP - $____ per CUSIP
|
§
|
Expedited CUSIP Setup - $____ per CUSIP (Less than 35 days)
|
§
|
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 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)
|
§
|
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
|
§
|
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
|
-
|
$
____
per Month - Unlimited Users
|
|
|
-
|
$____ per Email
|
§
|
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
|
§
|
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
|
§
|
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
|
§
|
$____ 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
|
§
|
On-site at USBFS - $____ per day
|
§
|
At Client Location - $____ per day plus travel and out-of-pocket expenses if required
|
§
|
$____ per direct open account per year
|
§
|
$____ setup per fund group
|
§
|
$____ per month administration
|
§
|
$____ per received email correspondence
|
§
|
$____ per fund group per month
|
§
|
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.
|
-
|
$____per Month
|
§
|
$____ per monthly report
|
§
|
$____ 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
|
§
|
$____ 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)
|
§
|
$____ setup per fund group
|
§
|
$____ per certificate transaction
|
§
|
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
|
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 |
§
|
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)
|
§
|
$____ - 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)
|
§
|
$____ per security on the First 100 Securities
|
§
|
$____ per security on the Balance of Securities
|
§
|
$____ per Foreign Equity Security per Month
|
§
|
$____ per Domestic Equity Security per Month
|
§
|
$____ per CMOs, Asset Backed, Mortgage Backed Security per Month
|
§
|
$____ per security per month for fund administrative
|
|
|
Re: | Pemberwick Fund |
I.
|
Overview
|
II.
|
Statement of General Principles
|
III.
|
Applicability
|
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
|
VIII.
|
Prevention of Misuse of Nonpublic Information
|
A.
|
Introduction
|
·
|
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.
|
B.
|
To Whom Does This Policy Apply?
|
·
|
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.
|
C.
|
What is Material Information?
|
·
|
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.
|
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. |
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. |
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
|
·
|
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.
|
IX.
|
Reporting
|
A.
|
Covered Accounts
|
B.
|
Initial and Annual Reporting Requirements
|
● | 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 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. |
C.
|
Quarterly Reporting Requirements
|
● | 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. |
D.
|
Confidentiality of Reports
|
E.
|
Exemptions from Reporting
|
● | 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
|
● | 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
|
● | 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
|
XI. | Recordkeeping |
A.
|
Location
|
· | 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
|
XII. | Disclosure of the Code |
XIII. | Administration and Enforcement of the Code |
A.
|
Training and Education
|
B.
|
Report to Senior Management
|
XIV.
|
Reporting Violations
|
XV.
|
Sanctions
|
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.)
|
Access Person Signature:
|
Date:
|
|
Received By:
|
Reviewed By:
|
Comments:
|
Title:
|
Title:
|
|
Date:
|
Date:
|
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.)
|
Account Name and Number
|
Firm Through Which Transactions Are Effected
|
Date Account Opened or Closed
|
Names
|
Affiliations
|
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)
|
Access Person Signature
:
|
Date:
|
|
Received By:
|
Reviewed By:
|
Comments:
|
Title:
|
Title:
|
|
Date:
|
Date:
|
Statement to the Company
|
By |
|
(Please print your full name)
|
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.)
|
Account Name and Number
|
Firm Through Which
Transactions Are Effected |
Date Account Opened or Closed
|
Names
|
Affiliations
|
Employee Signature:
|
Date:
|
REVIEWED:
|
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. |
700638229.1
|
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
|
|
3
|
|
·
|
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
|
4
|
|
1)
|
Account Details
|
2)
|
Account Statements
|
3)
|
Submission Date
|
1)
|
Initial Report
|
2)
|
Annual Report
|
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
|
4.3 | Exceptions from Transaction Reporting Requirements |
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 |
7
|
|
6. | Books and Records to be maintained by Investment Advisers |
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 |
8 | Anti-Corruption |
8
|
|
9 | Conflicts of Interest |
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.
|
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.
|
9
|
|
10
|
|
9.5 | Political Contributions and Activities |
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.
|
11
|
|
12
|
|
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
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Associated Account
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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.
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Automatic Investment Plan
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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.
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Beneficial ownership
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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.
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Client
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Is any entity (e.g. person, corporation or Fund) for which JPMAM provides a service or has a fiduciary responsibility.
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Federal Securities Laws
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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.
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Fund
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Is an investment company registered under the 1940 Act.
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Initial Public Offering
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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
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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.
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Limited Offering
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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.
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Proprietary
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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
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Reportable Fund
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Is any JPMorgan Proprietary Fund
,
including sub-advised funds
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Reportable Security
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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
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Supervised Persons
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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
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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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