REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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☒ | ||
Pre-Effective Amendment No.
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☐ | ||
Post-Effective Amendment No.
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417
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☒ |
REGISTRATION STATEMENT UNDER THE
INVESTMENT
COMPANY ACT OF 1940
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☒ | ||
Amendment No.
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418
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☒ |
Brian R. Wiedmeyer, President and Principal Executive Officer
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Managed Portfolio Series
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615 East Michigan Street
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Milwaukee, WI 53202
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Michael P. O’Hare, Esq.
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Stradley Ronon Stevens & Young, LLP.
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2005 Market Street, Suite 2600
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Philadelphia, PA 19103
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☐ |
immediately upon filing pursuant to paragraph (b)
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☒ |
On April 30, 2019 pursuant to paragraph (b)
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☐ |
60 days after filing pursuant to paragraph (a)(1)
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☐ |
on (date) pursuant to paragraph (a)(1)
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☐ |
75 days after filing pursuant to paragraph (a)(2)
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☐ |
on (date) pursuant to paragraph (a)(2) of Rule 485.
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☐ |
This post-effective amendment designates a new effective date for a previously filed post- effective amendment.
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23
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Shareholder Fees
(fees paid directly from your investment)
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Investor
Class
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Institutional
Class
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Maximum Sales Charge (Load) Imposed on Purchases
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None
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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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Investor
Class
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Institutional
Class
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Management Fees
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0.80%
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0.80%
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Distribution and Service (Rule 12b-1) Fees
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0.25%
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0.00%
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Shareholder Servicing Plan Fees
(1)
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0.00%
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0.00%
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Other Expenses
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2.46% | 2.46% |
Acquired Fund Fees and Expenses
(2)
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0.01%
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0.01%
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Total Annual Fund Operating Expenses
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3.52% | 3.27% |
Less: Fee Waiver and Expense Reimbursement
(3)
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(2.26)% | (2.26)% |
Total Annual Fund Operating Expenses After Fee Waiver and Expense Reimbursement
(2) (3)
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1.26%
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1.01%
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(1)
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Torray LLC (the “Adviser”) has determined that the Fund will not incur any shareholder servicing plan fees through at least April 30,
2020.
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(2)
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Total Annual Fund Operating Expenses do not correlate to the Ratio of Expenses to Average Net Assets included in the “Financial
Highlights” section of the Prospectus, which reflects the operating expenses of the Fund and does not include indirect expenses such as acquired fund fees and expenses (“AFFE”).
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(3)
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The Adviser has contractually agreed to waive its management fees and pay Fund expenses in order to ensure that Total Annual Fund
Operating Expenses (excluding Rule 12b-1 fees, shareholder servicing plan fees, AFFE, leverage/borrowing interest, interest expense, dividends paid on short sales, taxes, brokerage commissions, and extraordinary expenses) do not
exceed 1.00% of the average daily net assets of the Fund. Fees waived and expenses paid by the Adviser may be recouped by the Adviser for a period of 36 months following the month during which such fee waiver and expense payment
was made, if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee waiver and expense payment occurred and the expense limit in place at the time of recoupment. The Operating Expenses
Limitation Agreement is in effect and cannot be terminated through April 30, 2026. Thereafter, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s Board of Trustees (the “Board”) or the Adviser,
with the consent of the Board.
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One Year
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Three Years
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Five Years
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Ten Years
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Investor Class
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$128
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$400
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$692
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$2,402 |
Institutional Class
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$103
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$322
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$558
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$2,137 |
Best Quarter
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Worst Quarter
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Q1 2015 9.10%
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Q4 2018 -14.97%
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Average Annual Total Returns for the periods ended December 31, 2018
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||
Institutional Class
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One Year
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Since Inception
(12/31/2014)
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Return Before Taxes
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-8.02%
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3.24%
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Return After Taxes on Distributions
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-8.02%
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3.24%
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Return After Taxes on Distributions and Sale of Fund Shares
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-4.75%
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2.50%
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Investor Class
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Return Before Taxes
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-8.31%
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2.99%
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Russell 2500
®
Growth Index (reflects no deductions
for fees, expenses or taxes)
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-7.47%
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5.98%
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Russell 2500
®
Index (reflects no deductions for
fees, expenses or taxes)
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-10.00%
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4.67%
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Minimum
Initial Investment
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Minimum
Subsequent Investment
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Investor Class
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$1,000
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$100
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Institutional Class
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$100,000
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$100
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·
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The name of the Fund to be purchased;
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·
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The class of shares to be purchased;
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·
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The dollar amount of shares to be purchased;
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·
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Your account application or Invest By Mail form that is attached to your confirmation statement; and
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·
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A check payable to the name of the Fund or a wire transfer received by the Fund.
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Regular Mail
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Overnight or Express Mail
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TorrayResolute Small/Mid Cap Growth Fund
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TorrayResolute Small/Mid Cap Growth Fund
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c/o U.S. Bank Global Fund Services
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c/o U.S. Bank Global Fund Services
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P.O. Box 701
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615 East Michigan Street, 3rd Floor
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Milwaukee, WI 53201-0701
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Milwaukee, WI
53202
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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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TorrayResolute Small/Mid Cap Growth Fund
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(Shareholder Name/Account Registration)
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(Shareholder Account Number)
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(Class of shares to be purchased)
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·
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The shareholder’s name;
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·
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The name of the Fund;
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·
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The class of shares to be redeemed;
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·
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The account number;
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·
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The share or dollar amount to be redeemed; and
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·
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Signatures by all shareholders on the account and signature guarantee(s), if applicable.
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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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When a redemption is received by the Transfer Agent and the account address has changed within the last 15 calendar days; and
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·
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For all redemptions in excess of $100,000 from any shareholder account.
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Regular Mail
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Overnight or Express Mail
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TorrayResolute Small/Mid Cap Growth Fund
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TorrayResolute Small/Mid Cap Growth Fund
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c/o U.S. Bank Global Fund Services
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c/o U.S. Bank Global Fund Services
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P.O. Box 701
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615 East Michigan Street, 3rd Floor
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Milwaukee, WI 53201-0701
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Milwaukee, WI
53202
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·
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Your Fund account number;
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·
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The name in which your account is registered; and/or
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·
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The Social Security or taxpayer identification number under which the account is registered.
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Investor Class
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Year Ended
December 31,
2018
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Year Ended
December 31,
2017
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Year Ended
December 31,
2016
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Year Ended
December 31,
2015
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PER SHARE DATA:
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|||||
Net asset value, beginning of year
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$12.27
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$10.07
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$9.39
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$10.00
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Investment operations:
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|||||
Net investment loss
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(0.08)
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(0.06)
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(0.03)
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(0.06)
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Net realized and unrealized gain (loss) on investments
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(0.94)
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2.26
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0.71
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(0.55)
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Total from investment operations
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(1.02)
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2.20
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0.68
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(0.61)
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Less distributions from:
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|||||
Net investment income
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–
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–
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–
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–
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Net capital gains
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–
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–
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–
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–
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Total distributions
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–
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–
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–
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–
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Net asset value, end of year
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$11.25
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$12.27
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$10.07
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$9.39
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TOTAL RETURN
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-8.31%
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21.85%
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7.24%
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- 6.10 %
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SUPPLEMENTAL DATA AND RATIOS:
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|||||
Net assets, at end of year (in 000’s)
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$836
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$851
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$40
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$12
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Ratio of expenses to average net assets:
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|||||
Before expense reimbursement/waiver
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3.51%
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6.62%
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2.15%
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20.48%
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After expense reimbursement/waiver
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1.25%
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1.25%
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1.25%
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1.25%
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Ratio of net investment loss to average net assets:
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|||||
Before expense reimbursement/waiver
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(2.92)%
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(6.23)%
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(1.58)%
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(19.89)%
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After expense reimbursement/waiver
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(0.66)%
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(0.86)%
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(0.68)%
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(0.66)%
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Portfolio turnover rate
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30%
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134%
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40%
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65%
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Institutional Class
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Year Ended
December 31,
2018
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Year Ended
December 31,
2017
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Year Ended
December 31,
2016
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Year Ended
December 31,
2015
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PER SHARE DATA:
|
|||||
Net asset value, beginning of year
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$12.35
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$10.13
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$9.41
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$10.00
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Investment operations:
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|||||
Net investment loss
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(0.05)
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(0.04)
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(0.04)
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(0.03)
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Net realized and unrealized gain (loss) on investments
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(0.94)
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2.26
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0.76
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(0.56)
|
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Total from investment operations
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(0.99)
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2.22
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0.72
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(0.59)
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Less distributions from:
|
|||||
Net investment income
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–
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–
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–
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–
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Net capital gains
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–
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–
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–
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–
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Total distributions
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–
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–
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–
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–
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Net asset value, end of year
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$11.36
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$12.35
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$10.13
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$9.41
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TOTAL RETURN
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-8.02%
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21.92%
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7.65%
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- 5.90 %
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SUPPLEMENTAL DATA AND RATIOS:
|
|||||
Net assets, at end of year (in 000’s)
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$7,845
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$7,495
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$20,951
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$20,963
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Ratio of expenses to average net assets:
|
|||||
Before expense reimbursement/waiver
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3.26%
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5.71%
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1.94%
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2.52%
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After expense reimbursement/waiver
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1.00%
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1.00%
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1.00%
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1.00%
|
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Ratio of net investment loss to average net assets:
|
|||||
Before expense reimbursement/waiver
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(2.67)%
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(5.32)%
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(1.37)%
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(1.93)%
|
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After expense reimbursement/waiver
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(0.41)%
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(0.61)%
|
(0.43)%
|
(0.41)%
|
|
Portfolio turnover rate
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30%
|
134%
|
40%
|
65%
|
FOR MORE INFORMATION
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·
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Free of charge from the SEC’s EDGAR database on the SEC’s Internet website at http://www.sec.gov; or
|
·
|
For a fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
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51
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·
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Loss absorption risk. CoCos have fully discretionary coupons. This means coupons can potentially be cancelled at the banking
institution’s discretion or at the request of the relevant regulatory authority in order to help the bank absorb losses.
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·
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Subordinated instruments. CoCos will, in the majority of circumstances, be issued in the form of subordinated debt instruments
in order to provide the appropriate regulatory capital treatment prior to a conversion. Accordingly, in the event of liquidation, dissolution or winding-up of an issuer prior to a conversion having occurred, the rights and claims of
the holders of the CoCos, such as the Fund, against the issuer in respect of or arising under the terms of the CoCos shall generally rank junior to the claims of all holders of unsubordinated obligations of the issuer. In addition, if
the CoCos are converted into the issuer’s underlying equity securities following a conversion event (
i.e.
, a “trigger”), each
holder will be subordinated due to their conversion from being the holder of a debt instrument to being the holder of an equity instrument.
|
·
|
Market value will fluctuate based on unpredictable factors. The value of CoCos is unpredictable and will be influenced by many
factors including, without limitation: (i) the creditworthiness of the issuer and/or fluctuations in such issuer’s applicable capital ratios; (ii) supply and demand for the CoCos; (iii) general market conditions and available
liquidity; and (iv) economic, financial and political events that affect the issuer, its particular market or the financial markets in general.
|
1. |
Issue senior securities, borrow money or pledge its assets, except that (i) the Fund may borrow from banks in amounts not exceeding one-third of its total
assets (including the amount borrowed) less liabilities (other than borrowings); and (ii) this restriction shall not prohibit the Fund from engaging in options transactions, reverse repurchase agreements, purchasing securities on a
when-issued, delayed delivery or forward delivery basis or short sales in accordance with its objectives and strategies;
|
2. |
Underwrite the securities of other issuers (except that the Fund may engage in transactions involving the acquisition, disposition or resale of its
portfolio securities under circumstances where the Fund may be considered to be an underwriter under the Securities Act);
|
3. |
Purchase or sell real estate or interests in real estate, unless acquired as a result of ownership of securities (although the Fund may purchase and sell
securities that are secured by real estate and securities of companies that invest or deal in real estate);
|
4. |
Purchase or sell physical commodities or commodities contracts, unless acquired as a result of ownership of securities or other instruments and provided
that this restriction does not prevent the Fund from engaging in transactions involving currencies and futures contracts and options thereon or investing in securities or other instruments that are secured by physical commodities;
|
5. |
Make loans of money (except for the lending of the Fund’s portfolio securities, repurchase agreements and purchases of debt securities consistent with the
investment policies of the Fund);
|
6. |
Invest in the securities of any one industry or group of industries if, as a result, 25% or more of the Fund’s total assets would be invested in the
securities of such industry or group of industries, except that the foregoing does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities; or
|
7. |
With respect to 75% of the Fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government
or any of its agencies or instrumentalities, or, to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief, securities of other investment companies) if, as a result, (1) more
than 5% of the Fund’s total assets would be invested in the securities of that issuer; or (2) the Fund would hold more than 10% of the outstanding voting securities of that issuer.
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Name, Address and
Year of Birth
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Position(s)
Held with
the Trust
|
Term of Office
and Length of
Time Served
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Number of
Portfolios in
Trust
Overseen by
Trustee
|
Principal
Occupation(s)
During the Past
Five Years
|
Other
Directorships
Held by
Trustee During
the Past Five
Years
|
Independent Trustees
|
|||||
Leonard M. Rush, CPA
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1946
|
Lead
Independent
Trustee and
Audit
Committee
Chairman
|
Indefinite Term;
Since April 2011
|
37
|
Retired, Chief Financial Officer, Robert W. Baird & Co. Incorporated, (2000-2011).
|
Independent
Trustee, ETF
Series Solutions
( 47 Portfolios)
(2012-Present);
Director,
Anchor Bancorp
Wisconsin, Inc.
(2011-2013).
|
David A. Massart
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1967
|
Trustee and
Valuation
Committee
Chairman
|
Indefinite Term;
Since April 2011
|
37
|
Co-Founder and Chief Investment Strategist, Next Generation Wealth Management, Inc. (2005-present).
|
Independent
Trustee, ETF
Series Solutions
( 47 Portfolios)
(2012-Present).
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David M. Swanson
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1957
|
Trustee and
Nominating &
Governance
Committee
Chairman
|
Indefinite Term;
Since April 2011
|
37
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Founder and Managing Partner, SwanDog Strategic Marketing, LLC (2006-present); Executive Vice President, Calamos Investments
(2004-2006).
|
Independent
Trustee, ALPS
Variable
Investment
Trust ( 10
Portfolios)
(2006-Present)
Independent
Trustee,
RiverNorth
Opportunities
Closed-End
Fund (2015-
Present).
|
Interested Trustee
|
|||||
Robert J. Kern*
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1958
|
Chairman, and
Trustee
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Indefinite Term;
Since January 2011
|
37
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Retired (July 2018 – present); Executive Vice President, U.S. Bancorp Fund Services, LLC (1994- 2018 ).
|
None
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Officers
|
|||||
Brian R. Wiedmeyer
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1973
|
President and
Principal
Executive
Officer
|
Indefinite Term,
Since November 2018
|
N/A
|
Vice President, U.S. Bancorp Fund Services, LLC ( 2005 -present).
|
N/A
|
Deborah Ward
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1966
|
Vice President,
Chief Compliance
Officer and
Anti-Money
Laundering
Officer
|
Indefinite Term;
Since April 2013
|
N/A
|
Senior Vice President, U.S. Bancorp Fund Services, LLC (2004-present).
|
N/A
|
Ryan L. Roell
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1973
|
Treasurer,
Principal
Financial
Officer and
Vice President
|
Indefinite Term;
Since November 2018
|
N/A
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC (2005-present).
|
N/A
|
Thomas A. Bausch, Esq.
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1979
|
Secretary
|
Indefinite Term;
Since November 2017
|
N/A
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC (2016-present); Associate, Godfrey & Kahn S.C.
(2012-2016).
|
N/A
|
Benjamin Eirich
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1981
|
Assistant
Treasurer and
Vice President
|
Indefinite Term;
Since May 2016
(Assistant Treasurer);
Indefinite Term;
Since November 2018
(Vice President)
|
N/A
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC (2008-present).
|
N/A
|
Douglas Schafer
615 E. Michigan St.
Milwaukee, WI 53202
Year of Birth: 1970
|
Assistant
Treasurer and
Vice President
|
Indefinite Term;
Since May 2016
(Assistant Treasurer);
Indefinite Term;
Since November 2018
(Vice President)
|
N/A
|
Assistant Vice President, U.S. Bancorp Fund Services, LLC (2002-present).
|
N/A
|
Name
|
Dollar Range of Fund Shares Beneficially
Owned (None; $1-$10,000; $10,001-$50,000;
$50,001-$100,000; Over $100,000)
|
Aggregate Dollar Range
of Shares in the Trust
|
Independent Trustees
|
||
David A. Massart
|
None
|
None
|
Leonard M. Rush
|
None
|
$50,001-$100,000
|
David M. Swanson
|
$1-10,000
|
$50,001-$100,000
|
Interested Trustee
|
||
Robert J. Kern
|
None
|
None
|
Name of Person/Position
|
Aggregate
Compensation
from the Fund (1) |
Pension or
Retirement
Benefits
Accrued as
Part of Fund
Expenses
|
Estimated
Annual
Benefits Upon
Retirement
|
Total
Compensation
from the Fund
and the
Trust
(2)
Paid to
Trustees
|
Leonard M. Rush, Lead Independent
Trustee and Audit Committee Chairman
|
$2,816
|
None
|
None
|
$102,000
|
David A. Massart, Independent Trustee
and Valuation Committee Chairman
|
$2,595
|
None
|
None
|
$94,000
|
David M. Swanson, Independent Trustee
and Nominating & Governance Committee Chairman
|
$2,595
|
None
|
None
|
$94,000
|
Robert J. Kern, Interested Trustee
|
$572
|
None
|
None
|
$21,750
|
|
1 |
Trustees’ fees and expenses are allocated among the Fund and any other series comprising the Trust.
|
|
2 |
The Trust includes other portfolios in addition to the Fund.
|
Name and Address
|
% Ownership
|
Parent Company
|
Jurisdiction
|
Type of Ownership
(1)
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105-1905
|
33.42%
|
The Charles
Schwab
Corporation
|
DE
|
Record
|
Robert E. Torray
7501 Wisconsin Avenue, Suite 750W
Bethesda, MD 20814-6532
|
32.17%
|
N/A
|
N/A
|
Beneficial
|
Investor Class
|
||
Name and Address
|
% Ownership
|
Type of Ownership
(1)
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105-1905
|
98.27%
|
Record
|
Institutional Class
|
||
Name and Address
|
% Ownership
|
Type of Ownership
(1)
|
Robert E. Torray
7501 Wisconsin Avenue, Suite 750W
Bethesda, MD 20814-6532
|
35.45%
|
Beneficial
|
Saxon & Co. Cust.
P.O. Box 94597
Cleveland, OH 44101-4597
|
27.37%
|
Record
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105-1905
|
26.82%
|
Record
|
TorrayResolute Small/Mid Cap Growth Fund
|
2018
|
2017
|
2016
|
Advisory Fees Accrued
|
$75,644
|
$36,656
|
$167,392
|
Advisory Fees Waived
|
$(75,644)
|
$(36,656)
|
$(167,392)
|
Total Advisory Fees Paid to Adviser
|
$0
|
$0
|
$0
|
Portfolio
Manager
|
Account Category
|
Number
of
Accounts
|
Total Assets
in the Accounts
(in millions)
|
# of Accounts
Paying a
Performance
Fee
|
Total Assets
of Accounts
Paying a
Performance
Fee
|
Nicholas C. Haffenreffer
|
|||||
Registered investment companies
|
2
|
$360
|
0
|
$0
|
|
Other pooled investment vehicles
|
0
|
$0
|
0
|
$0
|
|
Other Accounts
|
202
|
$139
|
0
|
$0
|
Market Value of Shares
(None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001 -
$500,000, $500,001-$1,000,000, Over $1,000,000)
|
|
Nicholas C. Haffenreffer
|
$10,001-$50,000
|
2018
|
2017
|
2016
|
|
TorrayResolute Small/Mid Cap Growth Fund
|
$105,459
|
$101,964
|
$102,477
|
Advertising/Marketing
|
$0
|
Printing/Postage
|
$0
|
Compensation to Underwriter
|
$0
|
Compensation to Broker-Dealer
|
$2,323
|
Compensation to Sales Personnel
|
$0
|
Interest, carrying or other financing charges
|
$0
|
Other
|
$0
|
Total
|
$2,323
|
2018
|
2017
|
2016
|
|
TorrayResolute Small/Mid Cap Growth Fund
|
$2,578
|
$11,059
|
$12,505
|
2018
|
2017
|
|
TorrayResolute Small/Mid Cap Growth Fund
|
30%
(1)
|
134%
|
(1)
|
The Fund’s portfolio turnover decreased during the fiscal year ended December 31, 2018 as a result of a decrease in the Fund’s net
assets.
|
Net Assets Per Share Class
|
=
|
NAV Per Share Class
|
Shares Outstanding Per Share Class
|
·
|
The name of the Fund;
|
·
|
The class of shares to be purchased;
|
·
|
The dollar amount of shares to be purchased;
|
·
|
Your account application or investment stub; and
|
·
|
A check payable to the name of the Fund.
|
·
|
The shareholder’s name;
|
·
|
The name of the Fund;
|
·
|
The class of shares to be redeemed;
|
·
|
The account number;
|
·
|
The share or dollar amount to be redeemed; and
|
·
|
Signatures by all shareholders on the account (with signature(s) guaranteed, if applicable).
|
·
|
If ownership is changed on your account;
|
·
|
When redemption proceeds are payable or sent to any person, address or bank account not on record;
|
·
|
When a redemption is received by the Transfer Agent and the account address has changed within the last 15 calendar days; or
|
·
|
For all redemptions in excess of $100,000 from any shareholder account.
|
(a)
|
(1)
|
Certificate of Trust – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on February 4,
2011.
|
|
(2)
|
Amended and Restated Agreement and Declaration of Trust – incorporated herein by reference from Post-Effective Amendment No. 314 to
Registrant’s Registration Statement on Form N-1A filed on October 24, 2017.
|
||
(b)
|
Amended and Restated Bylaws – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May
5, 2011.
|
||
(c)
|
Instruments Defining Rights of Security Holders – incorporated by reference to the Amended and Restated Agreement and Declaration
of Trust and Amended and Restated Bylaws filed on May 5, 2011.
|
||
(d)
|
(1)
|
Investment Advisory Agreement between the Trust, on behalf of the TorrayResolute Small/Mid Cap Growth Fund, and Torray LLC –
incorporated herein by reference from Post-Effective Amendment No. 288 to Registrant’s Registration Statement on Form N-1A filed on April 25, 2017.
|
|
(i)
|
Amendment to the Investment Advisory Agreement between the Trust, on behalf of the TorrayResolute Small/Mid Cap Growth Fund, and
Torray LLC – incorporated herein by reference from Post-Effective Amendment No. 288 to Registrant’s Registration Statement on Form N-1A filed on April 25, 2017.
|
||
(e)
|
(1)
|
Distribution Agreement between the Trust, on behalf of the TorrayResolute Small/Mid Cap Growth Fund, and Quasar Distributors, LLC
– incorporated herein by reference from Post-Effective Amendment No. 360 to Registrant’s Registration Statement on Form N-1A filed on April 25, 2018.
|
|
(f)
|
Bonus or Profit Sharing Contracts – not applicable.
|
||
(g)
|
(1)
|
Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference to Registrant’s
Registration Statement on Form N-1A filed on May 5, 2011.
|
|
(2)
|
Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from
Post-Effective Amendment No. 156 to Registrant’s Registration Statement on Form N-1A filed on December 30, 2014.
|
||
(h)
|
(1)
|
Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference
to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011.
|
(m)
|
(1)
|
Amended and Restated Rule 12b-1 Plan – incorporated herein by reference from Post-Effective Amendment No. 401 to Registrant’s
Registration Statement on Form N-1A filed on January 22, 2019.
|
|
(2)
|
Shareholder Servicing Plan – incorporated herein by reference from Post-Effective Amendment No. 416 to Registrant’s Registration
Statement on Form N-1A filed on April 29, 2019.
|
||
(n)
|
Amended and Restated Rule 18f-3 Plan – filed herewith.
|
||
(o)
|
Reserved.
|
||
(p)
|
(1)
|
Code of Ethics for the Trust – incorporated herein by reference from Post-Effective Amendment No. 416 to Registrant’s
Registration Statement on Form N-1A filed on April 29, 2019.
|
|
(2)
|
Code of Ethics for TorrayResolute, LLC – filed herewith.
|
||
(3)
|
Code of Ethics for the Distributor, Quasar Distributors, LLC – incorporated herein by reference from Post-Effective Amendment No.
193 to Registrant’s Registration Statement on Form N-1A filed on December 18, 2015.
|
(a)
|
Quasar Distributors, LLC, the Registrant’s principal underwriter, acts as principal underwriter for the following investment
companies:
|
Advisors Series Trust
|
LoCorr Investment Trust
|
Aegis Funds
|
Lord Asset Management Trust
|
Allied Asset Advisors Funds
|
MainGate Trust
|
Alpha Architect ETF Trust
|
Managed Portfolio Series
|
Amplify ETF Trust
|
Manager Directed Portfolios
|
Angel Oak Funds Trust
|
Matrix Advisors Fund Trust
|
Barrett Opportunity Fund, Inc.
|
Matrix Advisors Value Fund, Inc.
|
Bridge Builder Trust
|
Merger Fund
|
Bridges Investment Fund, Inc.
|
Monetta Trust
|
Brookfield Investment Funds
|
Nicholas Equity Income Fund, Inc.
|
Brown Advisory Funds
|
Nicholas Family of Funds, Inc.
|
Buffalo Funds
|
Permanent Portfolio Family of Funds
|
CG Funds Trust
|
Perritt Funds, Inc.
|
DoubleLine Funds Trust
|
PRIMECAP Odyssey Funds
|
ETF Series Solutions
|
Professionally Managed Portfolios
|
Evermore Funds Trust
|
Prospector Funds, Inc.
|
First American Funds, Inc.
|
Provident Mutual Funds, Inc.
|
FundX Investment Trust
|
Rainier Investment Management Mutual Funds
|
Glenmede Fund, Inc.
|
RBB Fund, Inc.
|
Glenmede Portfolios
|
RBC Funds Trust
|
GoodHaven Funds Trust
|
Series Portfolios Trust
|
Greenspring Fund, Inc.
|
Sims Total Return Fund, Inc.
|
Harding Loevner Funds, Inc.
|
Thompson IM Funds, Inc.
|
Hennessy Funds Trust
|
TigerShares Trust
|
Horizon Funds
|
TrimTabs ETF Trust
|
Hotchkis & Wiley Funds
|
Trust for Professional Managers
|
Intrepid Capital Management Funds Trust
|
Trust for Advised Portfolios
|
IronBridge Funds, Inc.
|
USA Mutuals
|
Jacob Funds, Inc.
|
Wall Street EWM Funds Trust
|
Jensen Quality Growth Fund Inc.
|
Westchester Capital Funds
|
Kirr Marbach Partners Funds, Inc.
|
Wisconsin Capital Funds, Inc.
|
LKCM Funds
|
YCG Funds
|
(b)
|
To the best of Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as
follows:
|
|
Managed Portfolio Series
By:
/s/ Brian R.
Wiedmeyer
Brian R. Wiedmeyer
President
|
Signature
|
Title
|
||
Robert J. Kern*
|
Trustee
|
||
Robert J. Kern
|
|||
David A. Massart*
|
Trustee
|
||
David A. Massart
|
|||
Leonard M. Rush*
|
Trustee
|
||
Leonard M. Rush
|
|||
David M. Swanson*
|
Trustee
|
||
David M. Swanson
|
|||
/s/ Brian R. Wiedmeyer
|
President and Principal Executive Officer
|
||
Brian R. Wiedmeyer
|
|||
/s/ Ryan L. Roell
|
Treasurer and Principal Financial Officer
|
||
Ryan L. Roell
|
|||
*By:
|
/s/ Brian R. Wiedmeyer
|
||
Brian R. Wiedmeyer, Attorney-In-Fact
pursuant to Power of Attorney
|
Exhibit
Number
|
Description
|
(j)(1)
|
Consent of Independent Registered Public Accounting Firm by Cohen Fund Audit Services, Ltd. for the TorrayResolute Small/Mid Cap
Growth Fund
|
(n)
|
Amended and Restated 18f-3 Plan
|
(p)(2)
|
Code of Ethics for Torray, LLC
|
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 25, 2019, relating to the financial statements and financial highlights of TorrayResolute Small/Mid Cap Growth Fund, a series of Managed Portfolio Series, for the year ended December 31, 2018, and to the references to our firm under the headings “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” in the Statement of Additional Information.
/s/ Cohen & Company, Ltd.
|
1. |
Front-end sales charges or CDSCs;
|
|
2. |
Rule 12b-1 plan distribution fees and shareholder servicing fees, if applicable to a particular Class;
|
|
3. |
Transfer agency and other recordkeeping costs to the extent allocated to a particular Class;
|
|
4. |
SEC and blue sky registration fees incurred separately by a particular Class;
|
|
5. |
Litigation or other legal expenses relating solely to a particular Class;
|
|
6. |
Printing and postage expenses related to the preparation and distribution of Class specific materials such as shareholder reports,
prospectuses and proxies to shareholders of a particular Class;
|
|
7. |
Expenses of administrative personnel and services as required to support the shareholders of a particular Class;
|
|
8. |
Audit or accounting fees or expenses relating solely to a particular Class;
|
|
9. |
Trustee fees and expenses incurred as a result of issues relating solely to a particular Class; and
|
|
10. |
Any other expenses, excluding advisory or custodial fees or other expenses related to the management of a Fund’s assets, subsequently
identified that should be properly allocated to a particular Class, which shall be approved by the Trust’s Board of Trustees (the “Board”) and a majority of the trustees of the Board who are not interested trustees (each, a
“Disinterested Trustee”).
|
Fund
|
Maximum
Initial
Sales
Charge
|
Contingent
Deferred
Sales Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing
Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
ATAC Rotation Fund
|
None
|
None
|
0.25%
|
None
|
None
|
Yes
|
None
|
Cove Street Capital Small Cap Value Fund
|
None
|
None
|
0.25%
|
None
|
Yes
|
None
|
2.00%/60 days
|
Smith Group Large Cap Core Growth Fund
|
None
|
None
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
TorrayResolute Small/Mid Cap Growth Fund
|
None
|
None
|
0.25%
|
0.15%
|
Yes
|
None
|
None
|
Fund
|
Maximum
Initial
Sales
Charge
|
Contingent
Deferred
Sales
Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing
Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
AC ONE China Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
2.000%/60 days
|
Coho Relative Value Equity Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
2.00%/60 days
|
Cove Street Capital Small Cap Value Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
2.00%/60 days
|
LK Balanced Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Muhlenkamp Fund
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Smith Group Large Cap Core Growth Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
TorrayResolute Small/Mid Cap Growth Fund
|
None
|
None
|
None
|
0.15%
|
None
|
None
|
None
|
Tortoise MLP & Pipeline Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Tortoise North American Energy Independence Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Tortoise Select Opportunity Fund
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Fund
|
Maximum
Initial
Sales
Charge
|
Contingent
Deferred
Sales
Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing
Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Coho Relative Value Equity Fund
|
None
|
None
|
None
|
0.15%
|
None
|
None
|
2.00%/60 days
|
Fund
|
Maximum
Initial
Sales
Charge
|
Contingent
Deferred
Sales
Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing
Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Tortoise MLP & Pipeline Fund
|
None
(1)
|
1%/12 months
|
1.00%
|
None
|
Yes
(2)
|
Yes
|
None
|
Tortoise North American Energy Independence Fund
|
None
(1)
|
1%/12 months
|
1.00%
|
None
|
Yes
(2)
|
Yes
|
None
|
Tortoise Select Opportunity Fund
|
None
(1)
|
1%/12 months
|
1.00%
|
None
|
Yes
(2)
|
Yes
|
None
|
|
(1) |
No front-end sales charge is payable by a shareholder at the time of purchase, although the Distributor advances broker-dealers the first year distribution and
services fee at a rate of 1.00% on investments in C Class Shares. As a result, the Fund imposes a CDSC of 1.00% on redemptions of investments made within 12 months of purchase. The CDSC is assessed on an amount equal to the lesser of
the shareholder’s initial investment or the value of the shareholder’s investment at redemption. The first years’ Rule 12b-1 distribution fee is retained by the Distributor as reimbursement for the amount advanced. After the first
year, broker-dealers will receive ongoing 12b-1 fees associated with their clients’ investments.
|
|
(2) |
Generally, Class C shares are not eligible for conversion until the applicable CDSC period has expired.
|
Fund
|
Maximum
Initial
Sales
Charge
|
Contingent
Deferred
Sales
Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing
Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Tortoise VIP MLP & Pipeline Portfolio
|
None
|
None
|
None
|
None
|
None
|
Yes
|
None
|
Fund
|
Maximum
Initial
Sales
Charge
|
Contingent
Deferred
Sales
Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing
Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Tortoise VIP MLP & Pipeline Portfolio
|
None
|
None
|
0.25%
|
0.15%
|
None
|
Yes
|
None
|
Fund
|
Maximum
Initial
Sales
Charge
|
Contingent
Deferred
Sales
Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing
Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Tortoise MLP & Pipeline Portfolio
|
2.50%
|
None
|
0.25%
|
None
|
None
|
None
|
None
|
Tortoise Select Income Bond Fund
|
2.50%
|
None
|
0.25%
|
None
|
None
|
None
|
None
|
Fund
|
Maximum
Initial
Sales
Charge
|
Contingent
Deferred
Sales
Charge
|
Maximum
Annual
Rule 12b-1 Distribution
Fee
|
Maximum
Annual
Shareholder
Servicing
Fee
|
Conversion
Features
|
Exchange
Privileges
|
Redemption
Fees
|
Tortoise MLP & Pipeline Portfolio
|
5.75%
|
None
(1)
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
Tortoise Select Income Bond Fund
|
5.75%
|
None
(1)
|
0.25%
|
None
|
Yes
|
Yes
|
None
|
(1) |
No sales charge is payable at the time of purchase on investments of $1 million or more, although the Fund may impose a Contingent Deferred Sales Charge (“CDSC”) of
1.00% on certain redemptions of those investments made within 12 months of the purchase. If imposed, the CDSC will be assessed on an amount equal to the lesser of the shareholder’s initial investment or the value of the shareholder’s
investment at redemption.
|
|
1. |
Standards of Business Conduct
|
|
· |
employ any device, scheme or artifice to defraud a Client;
|
|
· |
make to a Client any untrue statement of a material fact or omit to state to a 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 Client;
|
|
· |
engage in any manipulative practice with respect to a Client;
|
|
· |
use their positions, or any investment opportunities presented by virtue of their positions, to personal advantage or to the detriment of a Client; or
|
|
· |
conduct personal trading activities in contravention of this Code or applicable legal principles or in such a manner as may be inconsistent with the
duties owed to Clients as a fiduciary.
|
|
2. |
Definitions
|
|
A. |
Access Persons
include: (1) any director, trustee,
officer or general partner of the Trust or the Adviser; (2) any employee of the Trust or its adviser (or of any company in a control relationship to the Trust or its adviser) who in connection with his or her regular functions or
duties, makes, participates in, or obtains information regarding the purchase or sale of Reportable Securities by the Trust, or whose functions relate to the making of any recommendations with respect to such purchases or sales; (3)
any supervised person of the Adviser who (a) has access to nonpublic information regarding any Clients’ purchase or sale of securities, or portfolio holdings of any Reportable Fund; or (b) is involved in making securities
recommendations to Clients or has access to such recommendations that are nonpublic; (4) any natural person in a control relationship to the Trust or its adviser who obtains information concerning recommendations made to the Trust
with regard to the purchase or sale of securities by the Trust; and (5) any other person who the CCO determines to be an Access Person.
2
For purposes of this Code, Torray has determined that all employees are Access
Persons.
|
|
B. |
Automatic Investment Plan
means any program in
which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including, but not limited to, any dividend reinvestment plan
(DRIP).
|
1 |
Applicable compliance manuals include the Adviser’s policies and procedures adopted pursuant to Advisers Act Rule 206(4)-7 and the Trust’s policies and
procedures adopted pursuant to Company Act Rule 38a-1, as they may exist from time to time. A list of relevant compliance manuals and procedures is included on Appendix A. Whether or not listed, Access Persons and Supervised
Persons are required to comply with all relevant compliance procedures.
|
2 |
The CCO will inform all Access Persons of their status as such and will maintain a list of Access Persons and Supervised Persons. See Appendix B.
|
|
C. |
Beneficial Ownership
generally means having a
direct or indirect pecuniary interest in a security and is legally defined to be beneficial ownership as used in Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). However, any
transactions or holdings reports required by Section 4.C. of this Code 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 or securities to which the report relates.
|
|
D. |
Chief Compliance Officer
or
CCO
means the Adviser’s Chief Compliance Officer, as designated on Form ADV, Part 1, Schedule A, or the CCO’s designee, as applicable.
|
|
E. |
Federal Securities Laws
means: (1) the Securities
Act of 1933, as amended (“Securities Act”); (2) the Exchange Act; (3) the Sarbanes-Oxley Act of 2002; (4) the Company Act, (5) the Advisers Act; (6) title V of the Gramm-Leach-Bliley Act; (7) any rules adopted by the SEC under the
foregoing statutes; (8) the Bank Secrecy Act, as it applies to funds and investment advisers; and (9) any rules adopted under relevant provisions of the Bank Secrecy Act by the SEC or the Department of the Treasury.
|
|
F. |
Initial Public Offering
or
IPO
means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to
the reporting requirements of Exchange Act Sections 13 or 15(d).
|
|
G. |
Limited Offering
means an offering that is exempt
from registration under Securities Act Sections 4(2) or 4(6) or pursuant to Securities Act Rules 504, 505 or 506. For greater clarity, Limited Offerings of securities issued by any private collective investment vehicle or
unregistered hedge fund advised by Torray are included within the term “Limited Offering”.
|
|
H. |
Purchase or Sale of a Security
includes, among
other things, the writing of an option to purchase or sell a security.
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I. |
Reportable Fund
means: (1) any registered
investment company advised by an Adviser; or (2) any registered investment company whose investment adviser or principal underwriter controls, is controlled by or is under common control with any Torray entity.
Appendix
A
, as may be amended
from time to time, contains a list of all Reportable Funds.
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J. |
Reportable Security
means any security as defined
in Advisers Act Section 202(a)(18) and Company Act Section 2(a)(36) except: (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; (4) shares issued by open-end funds other than Reportable Funds (but not including shares of exchange-traded funds (“ETFs”); and
(5) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds. For purposes of this Code, the term Reportable Security, which provides a narrower
exemption than the term “Covered Security”,
3
is used for compliance with both Rule 204A-1 and Rule 17j-1, except as otherwise noted.
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K. |
Supervised Person
of the Adviser means any partner,
officer, director, or employee of the Adviser; and any other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser. Contractors and consultants may, in certain
circumstances, be deemed to be Supervised Persons.
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3. |
Substantive Restrictions
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|
A. |
Securities Transactions - Pre-Clearance
:
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|
(1) |
IPO and Limited Offering Restrictions
. In
accordance with SEC regulation, Access Persons may not acquire any securities, including cryptocurrencies deemed to be securities, issued as part of an IPO, Initial Coin Offering “ICO”, or a Limited Offering, absent prior approval
by the CCO or the CCO’s designee using the form attached as
Appendix C
. An Access Person seeking participation in an IPO, ICO
or Limited Offering must disclose whether, to their knowledge, the investment is being considered for purchase in a Client account. CCO approval will take into account, among other factors, whether the investment opportunity should
be reserved for a Client and whether the opportunity is being offered to such person because of his or her position with Torray. Any decision to acquire the issuer’s securities on behalf of a Client shall be subject to review by
Access Persons with no personal interest in the issuer.
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3 |
Covered Security
under Rule 17j-1 means any security as defined
in Company Act Section 2(a)(36) except: (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; and (3) shares issued by open-end registered investment companies.
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B. |
Securities Transactions - Blackout
Period for stocks
:
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|
(1) |
No portfolio manager-initiated transactions in the underlying security have been executed for 3 business days prior to the date of the personal securities
transaction in question and
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(2) |
There are no strategy trades being contemplated in the underlying security for at least 3 business days in the future.
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C. |
Securities Transactions - Minimum Holding Period
:
Access Persons shall not purchase and sell or sell and purchase the same security, its equivalent security (such as options),
ETFs, or affiliated mutual funds within 30 calendar days. A Last-In First-Out (“LIFO”) basis will be used for purposes of calculation when more than one lot is involved. Activity will be aggregated among all of an Access Person's
covered security accounts. Exceptions will only be pre-approved on a case-by-case basis by the CCO.
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D. |
Gift and Entertainment Policy
. Access Persons and
Supervised Persons must not give gifts or entertainment to, or accept gifts or entertainment from, any entity doing business with or on behalf of the Adviser or the Trust in contravention of our gift and entertainment policy, as
contained in our compliance procedures.
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E. |
Conflicts of Interest
. Access Persons must provide
disinterested advice and any relevant potential personal or business conflicts of interest must be disclosed to the CCO and, where appropriate, “Chinese Wall” procedures may be utilized to avoid potential conflicts of interest.
Access Persons and Supervised Persons should avoid any activity which might reflect poorly upon themselves or Torray or which would impair their ability to discharge their duties with respect to us and our Clients. Please see the
Conflicts of Interest policy provisions of the compliance manual.
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F. |
Transactions in Mutual Funds & Insider Trading
.
When making purchases or sales of open-end funds, including Reportable Funds, Access Persons are reminded that “market timing” the Trust violates our policies and that “front-running” Client transactions or trading in Reportable
Funds, or any account, on the basis of material, nonpublic inside or confidential information violates not only this Code, but our insider trading policies and procedures as well as other securities laws and, if proven, is
punishable by fines and other penalties. Additionally, purchases and sales of Reportable Funds are subject to the Reporting Requirements set forth in Section 4 below. Please see the Insider Trading provisions of the compliance
manual for information on Torray’s procedures for monitoring the risks associated with insider trading.
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G. |
Fair Treatment
. Access Persons must avoid taking
any action which would favor one Client or group of Clients over another in violation of our fiduciary duties and applicable law. Access Persons must comply with relevant provisions of our compliance manuals designed to detect,
prevent or mitigate such conflicts.
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H. |
Service as Outside Director, Trustee or Executor
.
Access persons may not accept membership on the board of directors of publicly traded companies unless first approved, in writing, by the CCO. Approval will be based upon a determination that the board service would not conflict
with the interests of Torray and its clients. In circumstances in which public board service is authorized, publicly traded securities issued by the company will be placed on the firm’s blackout list. Accordingly, investment
professionals of Torray, adviser to the TorrayResolute Small/Mid Cap Growth Fund, shall not serve as a director or member of an advisory board of a company that is held as an investment in the Fund. Further, Torray shall not invest
the assets of the Fund in a company where an executive officer that is also an investment professional of Torray currently serves as a director or member of an advisory board of such company.
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I. |
Please see the
Outside Employment or Other Activities
policy provisions of the compliance manual.
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J. |
Pay-to-Play.
It is the policy of Torray to ensure
that its personnel do not attempt to influence government officials’ awards of advisory contracts by making or soliciting political contributions to those officials. Rule 206(4)-5 under the Investment Advisers Act is designed to
prevent investment advisers from seeking to influence government officials' awards of advisory contracts by making or soliciting political contributions to those officials (pay-to-play practices). Pay-to-play practices could, for
example, lead a political official to choose an investment adviser with higher fees or inferior investment performance because the adviser contributed funds to the official's election campaign. Torray is also prohibited from
providing or agreeing to provide payment to any person to solicit a Government Entity for investment advisory services on behalf of Torray unless such person is an SEC-registered investment adviser or broker-dealer. Please see the
Pay-to-Play policy provisions of the compliance manual.
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|
K. |
Forfeitures
. Any profits derived from securities
transactions in violation of above policy, shall be forfeited and may be paid to one or more Clients or Reportable Funds for the benefit of the Client(s) or, if the Client is a Reportable Fund, its shareholders, if such a payment is
determined by the CCO (or, in the case of a Reportable Fund, the Reportable Fund’s Board of Trustees) to be appropriate under the circumstances, or to a charity determined by the CCO or the Board of Trustees, as applicable. Gifts
accepted in violation of policy shall be forfeited, if practicable, and/or dealt with in any manner determined appropriate and in the best interests of our Clients.
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L. |
Reporting Violations
. Any Access Person or
Supervised Person who believes that a violation of this Code has taken place must promptly report that violation to the CCO or a member of the senior management team. To the extent that such reports are provided to a member of the
senior management team, the manager shall provide periodic updates to the CCO with respect to violations reported. Access Persons and Supervised Persons may make these reports anonymously and no adverse action shall be taken
against any such person making such a report in good faith. See the Whistleblower policy provisions of the compliance manual.
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M. |
Waivers
. CCO may grant waivers of any substantive
restriction in appropriate circumstances (
e.g
., personal hardship) and will maintain records necessary to justify such waivers.
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N. |
Brokerage Accounts
. Access Persons must disclose
all brokerage accounts to the CCO or designee and provide quarterly transaction reports to the CCO or designee.
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4. |
Personal Trading Reporting Procedures
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|
A. |
Required Reports
.
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|
(1) |
Initial and Annual Holdings Reports
. Each Access
Person must submit to the CCO or designee a report in the form attached as
Appendix D:
(i) not later than ten (10) days after
becoming an Access Person, reflecting the Access Person’s holdings as of a date not more than 45 days prior to becoming an Access Person; and (ii) annually, on a date selected by the CCO, as of a date not more than 45 days prior to
the date the report was submitted.
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(a) |
the title and type of security and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable
Security in which the Access Person has any direct or indirect Beneficial Ownership;
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(b) |
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. (Note that even those accounts which hold only non-Reportable Securities, must be included); and
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(c) |
the date the Access Person submits the report.
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(2) |
Quarterly Reports
. Within 30 days after the end of
each calendar quarter, each Access Person must submit a report to the CCO or designee covering all transactions in non-excepted Reportable Securities in the form attached as
Appendix E1
.
4
Access Persons must submit a report each quarter, even if no reportable transaction occurred during that quarter. If no reportable transactions occurred,
the Access Person should indicate this fact in the form.
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4 |
For ease of administration, Access Persons are requested to submit quarterly reports as soon as they are available, but in all cases within 30 days following the
end of each calendar quarter.
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(a) |
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;
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(b) |
the nature of the transaction (
i.e.
, purchase,
sale or any other type of acquisition or disposition);
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(c) |
the price of the security at which the transaction was effected;
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(d) |
the name of the broker, dealer or bank with or through which the transaction was effected; and
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(e) |
the date the Access Person submits the report.
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B. |
Exceptions to Reporting Requirements
. Reporting
requirements apply to all transactions in Reportable Securities other than:
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|
(1) |
transactions with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control; and
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|
(2) |
transactions effected pursuant to an Automatic Investment Plan or DRIP.
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|
· |
"Do you suggest that the trustee, adviser or third-party manager make any particular purchases or sales of securities in the account?"
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· |
“Do you direct the trustee, adviser or third-party discretionary manager to make any particular purchases or sales of securities in the account?”
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· |
“Do you consult with the trustee, adviser or third-party discretionary manager as to the particular allocation of investments to be made in account?”
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C. |
Duplicate Statements and Confirms
. Each Access
Person, with respect to each brokerage account in which such Access Person has any direct or indirect beneficial interest, may choose to arrange that the broker shall mail directly to the CCO at the same time they are mailed or
furnished to such Access Person (1) duplicate copies of broker trade confirmations covering each transaction in a Reportable Security in such account and (2) copies of periodic statements with respect to the account. The provision
of duplicate statements does not obviate the requirement that each Access Person submit signed Quarterly Transaction Reports affirming that duplicate transaction statements have been provided to the CCO. Furthermore, the provision
of duplicate statements does not obviate the requirement that each Access Person submit a signed Brokerage Account Report affirming all reportable accounts to the CCO, in accordance with the instructions of the CCO.
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D. |
Prohibition on Self Pre-clearance
. No Access
Person shall pre-clear his own trades, review his own reports or approve his own exemptions from this Code. The CCO or designee is responsible for conducting a quarterly review of reported transactions. When such actions are to be
undertaken with respect to the CCO’s personal transactions, an appropriate officer of Torray LLC will perform such actions as are required of the CCO by this Code. At the present time, the Executive Vice President and Chief
Financial Officer is the officer designated to review all Code reports submitted by the CCO.
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|
E. |
Pre-clearance and Reporting Exception for Independent
Trustees
.
|
|
(1) |
Pre-clearance
. Trustees who are not “interested
persons” of the Trust within the meaning of Company Act Section 2(a)(19) (“Independent Trustees”) are exempt from the Access Person pre-clearance requirements.
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|
(2) |
Reporting
. Independent Trustees are exempt from
the initial and annual holdings reports; but are not exempt from certain quarterly transaction reports. Independent Trustees must submit to the CCO or designee a quarterly transaction report in the form attached as
Appendix E2
not later than thirty (30) days after the end of each calendar quarter.
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5. |
Trustee Arrangements
|
|
6. |
Code Notification and Access Person Certifications
|
|
7. |
Review of Required Code Reports
|
|
A. |
Reports required to be submitted pursuant to the Code will be reviewed by the CCO or a designee on a periodic basis. The CCO or designee will initial and
date the relevant Report to evidence the review.
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|
B. |
Any material violation or potential material violation of the Code must be promptly reported to the CCO. The CCO will investigate any such violation or
potential violation and report violations the CCO determines to be “major” to the Adviser’s senior management team and to the Trust’s Board of Trustees (“Board”), as appropriate, with a recommendation of such action to be taken
against any individual who is determined to have violated the Code, as is necessary and appropriate to cure the violation and prevent future violations. Other violations shall be handled by the CCO in a manner he or she deems to be
appropriate. However, sanctions more severe than a warning or censure must be approved by a member of the senior management team or, if violations relate to the Trust, by the Board.
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|
C. |
The CCO will keep a written record of all investigations in connection with any Code violations including any action taken as a result of the violation.
|
|
D. |
Sanctions for violations of the Code include verbal or written warnings and censures, monetary sanctions, disgorgement or dismissal. Where a particular
Client has been harmed by the violative action, disgorgement may be paid directly to the Client; otherwise, monetary sanctions shall be paid to an appropriate charity determined by the senior management team or the Board.
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|
8. |
Reports to the Board
|
|
9. |
Recordkeeping and Review
|
Access Persons’ Name(s)
|
Titles*
|
Wayne H. Shaner
|
Trustee
|
Carol T. Crawford
|
Trustee
|
Bruce C. Ellis
|
Trustee
|
Robert P. Moltz
|
Trustee
|
Robert E. Torray
|
|
William M Lane
|
|
Shawn Hendon
|
|
Nicholas C. Haffenreffer
|
|
James D. Bailey
|
|
Brian Zaczynski
|
|
Mary J. O’Dell
|
|
Janet M. Gallagher
|
|
Jeffrey Lent
|
|
Hugh Tawney
|
|
Ellen Kirkpatrick
|
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Robin Lichterman
|
|
Barbara McClung
|
|
Shirley Wilson
|
|
Suzanne Kellogg
|
|
John Gallagher
|
|
Breck Scalise
|
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|
Supervised Persons’ Name(s
)
(includes, in addition to all Access Persons listed above, the following):
|
Titles
|
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**
Appendix B – The most current list of access persons is maintained by the CCO on the firm’s shared drive
|
Effective as of: 12/14/18
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|
· |
To the best of my knowledge, the requested transaction is consistent with the letter and spirit of the Torray Code of Ethics and applicable law.
|
|
· |
To the best of my knowledge, this investment opportunity is not being considered for purchase in Torray client portfolios.
|
5
|
All pre-clearance forms must be maintained for at least five years after the end of the fiscal year in which the form was submitted or
the approval is granted, whichever is later. If approval is granted to acquire securities in an IPO or a Limited Offering, CCO must indicate reasons for such approval on reverse side of this form.
|
Torray Code: Holdings Report
|
Brokerage Firm
|
Account Name
|
Account Number
|
Brokerage Firm
|
Account Name
|
Reason not reportable
(ex: third party discretion, automatic
investment plan, directly held
unaffiliated open end mutual fund,
401k account/account limited to
unaffiliated mutual fund investment
options )
|
Torray Code: Holdings Report
|
Security (including
ticker/CUSIP as applicable)
|
No. of
Shares
|
Principal
Amount
|
Broker/Dealer or Bank Through
Whom Account is Held |
Torray Code: Holdings Report
|
Security (with ticker/CUSIP
as
applicable)
|
Date of
Transaction
|
No. of Shares or Principal
Amount
|
Interest Rate and Maturity
Date
|
Nature of Transaction (Buy, Sell,
Other)
|
Price
|
Executing Bank or
Broker/Dealer
|
☐
|
During the quarter referenced above, I did not establish any new accounts in which securities (including securities which are not
considered Reportable Securities) were held during such quarter for my direct or indirect benefit; OR
|
☐ |
During the quarter referenced above, I opened the following account(s) over which I have direct or indirect influence or control and in which securities
(including securities which are not considered Reportable Securities) were held for my direct or indirect benefit:
|
Name of Broker, Dealer or Bank
|
Date Account Established
|
Torray Code: Quarterly Report
|
Security (with
ticker/CUSIP
as applicable)
|
Date of
Transaction
|
No. of Shares
or Principal
Amount
|
Interest Rate
and Maturity
Date
|
Nature of
Transaction
(Buy, Sell,
Other)
|
Price
|
Executing Bank
or
Broker/Dealer
|
Torray Code: Quarterly Report
|
Torray Code: Certification Form
|