(a)
|
[Insert full text of semi-annual or annual report here]
|
Letter to Shareholders
|
3
|
|
Investment Highlights
|
7
|
|
Sector Allocation of Portfolio Assets
|
8
|
|
Schedule of Investments
|
9
|
|
Statement of Assets and Liabilities
|
14
|
|
Statement of Operations
|
15
|
|
Statements of Changes in Net Assets
|
16
|
|
Financial Highlights
|
18
|
|
Notes to Financial Statements
|
20
|
|
Report of Independent Registered Public Accounting Firm
|
30
|
|
Expense Example
|
32
|
|
Statement Regarding Liquidity Risk Management Program
|
34
|
|
Notice to Shareholders
|
35
|
|
Trustees and Officers
|
36
|
|
Approval of the Investment Advisory Agreement and Sub-Advisory Agreement
|
39
|
|
Notice of Privacy Policy and Practices
|
43
|
*
|
Institutional Class inception date is 9/28/2018. Advisor Class inception date is 5/17/2019. Index since inception returns are as of the Institutional Class Inception date.
|
Average Annual Total Return
|
Since Inception
|
|
Periods Ended December 31, 2020:
|
1 year
|
(9/28/2018)
|
iM Dolan McEniry Corporate Bond Fund – Institutional Shares
|
5.50%
|
6.98%
|
iM Dolan McEniry Corporate Bond Fund – Advisor Shares(1)
|
5.13%
|
6.67%
|
Bloomberg Barclays Intermediate Credit Index
|
7.08%
|
7.67%
|
Bloomberg Barclays Aggregate Bond Index
|
7.51%
|
7.93%
|
Expense ratios*:
|
Gross 4.37% (Institutional Shares); Net 0.71% (Institutional Shares)
|
Gross 3.50% (Advisor Shares); Net 1.06% (Advisor Shares)
|
(1)
|
The inception date of the Advisor Shares is May 17, 2019. Performance shown prior to the inception of the Advisor Shares reflects the performance of the Institutional Shares and includes
expenses that are applicable to, and are higher than, those of the Institutional Shares. The actual performance during the period May 17, 2019 (Advisor Share inception) through December 31, 2020 was 6.25%.
|
*
|
The expense ratios presented are from the most recent prospectus.
|
SECTOR ALLOCATION OF PORTFOLIO ASSETS
|
at December 31, 2020 (Unaudited)
|
SCHEDULE OF INVESTMENTS
|
at December 31, 2020
|
Par
|
||||||||
CORPORATE BONDS – 89.5%
|
Value
|
Value
|
||||||
Basic Materials – 1.8%
|
||||||||
RPM International, Inc.
|
||||||||
3.450%, 11/15/2022
|
$
|
112,000
|
$
|
116,401
|
||||
Steel Dynamics, Inc.
|
||||||||
2.400%, 06/15/2025
|
993,000
|
1,056,314
|
||||||
1,172,715
|
||||||||
Communications – 16.1%
|
||||||||
AMC Networks, Inc.
|
||||||||
5.000%, 04/01/2024
|
572,000
|
582,010
|
||||||
4.750%, 08/01/2025
|
821,000
|
849,082
|
||||||
AT&T, Inc.
|
||||||||
3.800%, 02/15/2027
|
143,000
|
164,656
|
||||||
4.250% 03/01/2027
|
907,000
|
1,061,136
|
||||||
4.100%, 02/15/2028
|
217,000
|
255,248
|
||||||
Booking Holdings, Inc.
|
||||||||
4.100%, 04/13/2025
|
1,005,000
|
1,140,657
|
||||||
3.600%, 06/01/2026
|
170,000
|
193,308
|
||||||
CenturyLink, Inc.
|
||||||||
6.450%, 06/15/2021
|
312,000
|
318,618
|
||||||
5.800%, 03/15/2022
|
102,000
|
106,526
|
||||||
7.500%, 04/01/2024
|
893,000
|
1,012,439
|
||||||
Discovery Communications LLC
|
||||||||
2.950%, 03/20/2023
|
196,000
|
206,618
|
||||||
3.800%, 03/13/2024
|
62,000
|
67,678
|
||||||
3.950%, 03/20/2028
|
954,000
|
1,095,213
|
||||||
Juniper Networks, Inc.
|
||||||||
3.750%, 08/15/2029
|
409,000
|
472,025
|
||||||
Motorola Solutions, Inc.
|
||||||||
3.500%, 03/01/2023
|
237,000
|
250,551
|
||||||
4.000%, 09/01/2024
|
518,000
|
578,966
|
||||||
4.600%, 02/23/2028
|
434,000
|
523,696
|
||||||
Verizon Communications, Inc.
|
||||||||
3.376%, 02/15/2025
|
93,000
|
103,311
|
||||||
4.125%, 03/16/2027
|
1,038,000
|
1,224,513
|
||||||
10,206,251
|
SCHEDULE OF INVESTMENTS (Continued)
|
at December 31, 2020
|
Par
|
||||||||
CORPORATE BONDS – 89.5% (Continued)
|
Value
|
Value
|
||||||
Consumer, Cyclical – 6.7%
|
||||||||
Dollar Tree, Inc.
|
||||||||
3.700%, 5/15/2023
|
$
|
229,000
|
$
|
245,201
|
||||
4.000%, 5/15/2025
|
581,000
|
656,204
|
||||||
4.200%, 5/15/2028
|
333,000
|
396,410
|
||||||
Kohl’s Corp.
|
||||||||
4.750%, 12/15/2023
|
63,000
|
67,404
|
||||||
9.500%, 05/15/2025
|
368,000
|
477,600
|
||||||
4.250%, 07/17/2025
|
861,000
|
935,263
|
||||||
QVC, Inc.
|
||||||||
4.850%, 04/01/2024
|
198,000
|
214,088
|
||||||
4.450%, 02/15/2025
|
281,000
|
300,754
|
||||||
4.750%, 02/15/2027
|
873,000
|
937,929
|
||||||
4,230,853
|
||||||||
Consumer, Non-cyclical – 28.9%
|
||||||||
Altria Group, Inc.
|
||||||||
4.400%, 2/14/2026
|
1,225,000
|
1,422,613
|
||||||
Becton Dickinson & Co.
|
||||||||
3.800%, 04/01/2021
|
1,512,000
|
1,563,126
|
||||||
Congara Brands, Inc.
|
||||||||
4.300%, 05/01/2024
|
1,102,000
|
1,233,679
|
||||||
4.600%, 11/01/2025
|
181,000
|
213,344
|
||||||
Global Payments, Inc.
|
||||||||
3.800%, 04/01/2021
|
494,000
|
496,726
|
||||||
3.750%, 06/01/2023
|
276,000
|
295,100
|
||||||
2.650%, 02/15/2025
|
175,000
|
187,478
|
||||||
4.800%, 04/01/2026
|
293,000
|
348,855
|
||||||
IHS Markit Ltd.
|
||||||||
4.125%, 08/01/2023 (b)
|
206,000
|
224,306
|
||||||
3.625%, 05/01/2024 (b)
|
299,000
|
326,611
|
||||||
4.750%, 08/01/2028 (b)
|
688,000
|
848,583
|
||||||
Kraft Heinz Foods Co.
|
||||||||
3.950%, 07/15/2025
|
839,000
|
924,339
|
||||||
3.000%, 06/01/2026
|
456,000
|
476,419
|
||||||
Molson Coors Beverage Co.
|
||||||||
3.000%, 07/15/2026
|
1,352,000
|
1,474,649
|
SCHEDULE OF INVESTMENTS (Continued)
|
at December 31, 2020
|
Par
|
||||||||
CORPORATE BONDS – 89.5% (Continued)
|
Value
|
Value
|
||||||
Consumer, Non-cyclical – 28.9% (Continued)
|
||||||||
PayPal Holdings, Inc.
|
||||||||
2.650%, 10/01/2026
|
$
|
1,125,000
|
$
|
1,236,934
|
||||
Reynolds American, Inc.
|
||||||||
4.450%, 06/12/2025
|
1,144,000
|
1,303,271
|
||||||
Service Corporation International
|
||||||||
4.625%, 12/15/2027
|
1,229,000
|
1,311,189
|
||||||
5.125%, 06/01/2029
|
197,000
|
218,510
|
||||||
United Rentals North America, Inc.
|
||||||||
5.875%, 09/15/2026
|
196,000
|
207,724
|
||||||
5.500%, 05/15/2027
|
1,388,000
|
1,489,497
|
||||||
Verisk Analytics, Inc.
|
||||||||
4.125%, 09/12/2022
|
60,000
|
63,568
|
||||||
4.000%, 06/15/2025
|
855,000
|
969,310
|
||||||
Zimmer Biomet Holdings, Inc.
|
||||||||
3.150%, 04/01/2022
|
16,000
|
16,460
|
||||||
3.550%, 04/01/2025
|
785,000
|
867,763
|
||||||
3.050%, 01/15/2026
|
506,000
|
558,424
|
||||||
18,278,478
|
||||||||
Financial – 6.8%
|
||||||||
American Tower Corp.
|
||||||||
4.700%, 03/15/2022
|
35,000
|
36,741
|
||||||
3.500%, 01/31/2023
|
426,000
|
452,016
|
||||||
4.000%, 06/01/2025
|
593,000
|
670,204
|
||||||
3.375%, 10/15/2026
|
279,000
|
313,644
|
||||||
SBA Communications Corp.
|
||||||||
4.875%, 09/01/2024
|
843,000
|
865,744
|
||||||
3.875%, 02/15/2027
|
455,000
|
478,455
|
||||||
Trinity Acquisitions PLC
|
||||||||
4.400%, 03/15/2026 (b)
|
715,000
|
833,985
|
||||||
Willis North America, Inc.
|
||||||||
3.600%, 05/15/2024
|
230,000
|
251,217
|
||||||
4.500%, 09/15/2028
|
329,000
|
396,888
|
||||||
4,298,894
|
SCHEDULE OF INVESTMENTS (Continued)
|
at December 31, 2020
|
Par
|
||||||||
CORPORATE BONDS – 89.5% (Continued)
|
Value
|
Value
|
||||||
Industrial – 6.4%
|
||||||||
Allegion U.S. Holding Co., Inc.
|
||||||||
3.200%, 10/01/2024
|
$
|
768,000
|
$
|
820,970
|
||||
Carlisle Co’s, Inc.
|
||||||||
3.750%, 11/15/2022
|
98,000
|
102,783
|
||||||
3.500%, 12/01/2024
|
336,000
|
368,440
|
||||||
3.750%, 12/01/2027
|
877,000
|
993,382
|
||||||
Fortune Brands Home & Security, Inc.
|
||||||||
4.000%, 09/21/2023
|
396,000
|
431,655
|
||||||
Masco Corp.
|
||||||||
4.450%, 04/01/2025
|
856,000
|
985,251
|
||||||
4.375%, 04/01/2026
|
205,000
|
240,805
|
||||||
3.500%, 11/15/2027
|
91,000
|
103,393
|
||||||
4,046,679
|
||||||||
Technology – 22.8%
|
||||||||
Broadcom Corp.
|
||||||||
3.459%, 09/15/2026
|
363,000
|
403,182
|
||||||
3.875%, 01/15/2027
|
786,000
|
883,634
|
||||||
CA, Inc.
4.700%, 03/15/2027
|
||||||||
231,000
|
265,307
|
|||||||
CDK Global, Inc.
|
||||||||
5.000%, 10/15/2024
|
127,000
|
139,859
|
||||||
5.875%, 06/15/2026
|
576,000
|
605,356
|
||||||
4.875%, 06/01/2027
|
806,000
|
851,841
|
||||||
CDW LLC
|
||||||||
5.000%, 09/01/2025
|
320,000
|
335,378
|
||||||
4.250%, 04/01/2028
|
1,322,000
|
1,397,942
|
||||||
Citrix Systems, Inc.
|
||||||||
4.500%, 12/01/2027
|
1,238,000
|
1,456,931
|
||||||
Fiserv, Inc.
|
||||||||
2.250%, 06/01/2027
|
1,289,000
|
1,375,195
|
||||||
HP, Inc.
|
||||||||
4.650%, 06/17/2027
|
1,270,000
|
1,402,787
|
||||||
KLA Corp.
|
||||||||
4.650%, 11/01/2024
|
1,159,000
|
1,320,312
|
SCHEDULE OF INVESTMENTS (Continued)
|
at December 31, 2020
|
Par
|
||||||||
CORPORATE BONDS – 89.5% (Continued)
|
Value
|
Value
|
||||||
Technology – 22.8% (Continued)
|
||||||||
Microchip Technology, Inc.
|
||||||||
3.922%, 06/01/2021
|
$
|
297,000
|
$
|
301,247
|
||||
4.333%, 06/01/2023
|
575,000
|
622,825
|
||||||
2.670%, 09/01/2023
|
463,000
|
484,513
|
||||||
Qorvo, Inc.
|
||||||||
4.375%, 10/15/2029
|
1,064,000
|
1,172,464
|
||||||
Western Digital
|
||||||||
4.750%, 02/15/2026
|
1,278,000
|
1,413,788
|
||||||
14,432,561
|
||||||||
TOTAL CORPORATE BONDS
|
||||||||
(Cost $54,592,811)
|
56,666,431
|
|||||||
SHORT-TERM INVESTMENTS – 9.6%
|
Shares
|
|||||||
Money Market Funds – 9.6%
|
||||||||
First American Government Obligations
|
||||||||
Fund – Class X, 0.04% (a)
|
6,066,564
|
6,066,564
|
||||||
TOTAL SHORT-TERM INVESTMENTS
|
||||||||
(Cost $6,066,564)
|
6,066,564
|
|||||||
TOTAL INVESTMENTS
|
||||||||
(Cost $60,659,375) – 99.1%
|
62,732,995
|
|||||||
Other Assets in Excess of Liabilities – 0.9%
|
604,033
|
|||||||
TOTAL NET ASSETS – 100.0%
|
$
|
63,337,028
|
(a)
|
The rate shown represents the fund’s 7-day yield as of December 31, 2020.
|
(b)
|
U.S. traded security of a foreign issuer or corporation.
|
STATEMENT OF ASSETS AND LIABILITIES
|
at December 31, 2020
|
Assets:
|
||||
Investments, at value (cost of $60,659,375)
|
$
|
62,732,995
|
||
Receivables:
|
||||
Fund shares sold
|
202,454
|
|||
Dividends and interest
|
508,775
|
|||
Prepaid expenses
|
19,566
|
|||
Total assets
|
63,463,790
|
|||
Liabilities:
|
||||
Payables:
|
||||
Fund shares redeemed
|
11,234
|
|||
Advisory fee
|
4,547
|
|||
Distribution Payable
|
18,668
|
|||
Administration and fund accounting fees
|
37,168
|
|||
Distribution fees
|
6,978
|
|||
Service fees
|
5,583
|
|||
Reports to shareholders
|
5,558
|
|||
Compliance expense
|
1,369
|
|||
Custody fees
|
1,002
|
|||
Trustee fees
|
2,513
|
|||
Transfer agent fees and expenses
|
13,298
|
|||
Other accrued expenses
|
18,844
|
|||
Total liabilities
|
126,762
|
|||
Net assets
|
$
|
63,337,028
|
||
Net assets consist of:
|
||||
Paid in capital
|
$
|
61,168,126
|
||
Total accumulated earnings
|
2,168,902
|
|||
Net assets
|
$
|
63,337,028
|
||
Institutional Shares:
|
||||
Net assets applicable to outstanding Institutional Shares
|
$
|
57,665,512
|
||
Shares issued (Unlimited number of beneficial
|
||||
interest authorized, $0.01 par value)
|
5,280,923
|
|||
Net asset value, offering price and redemption price per share
|
$
|
10.92
|
||
Advisor Shares:
|
||||
Net assets applicable to outstanding Advisor Shares
|
$
|
5,671,516
|
||
Shares issued (Unlimited number of beneficial
|
||||
interest authorized, $0.01 par value)
|
519,997
|
|||
Net asset value, offering price and redemption price per share
|
$
|
10.91
|
STATEMENT OF OPERATIONS
|
For the Year Ended December 31, 2020
|
Investment income:
|
||||
Interest
|
$
|
1,025,991
|
||
Total investment income
|
1,025,991
|
|||
Expenses:
|
||||
Investment advisory fees (Note 4)
|
184,022
|
|||
Administration and fund accounting fees (Note 4)
|
129,296
|
|||
Transfer agent fees and expenses
|
56,347
|
|||
Federal and state registration fees
|
39,785
|
|||
Legal fees
|
22,776
|
|||
Audit fees
|
17,001
|
|||
Compliance expense
|
16,126
|
|||
Distribution fees (Note 5)
|
||||
Distribution fees – Advisor Shares
|
12,294
|
|||
Trustees’ fees and expenses
|
10,138
|
|||
Custody fees
|
6,222
|
|||
Reports to shareholders
|
6,039
|
|||
Service fees (Note 6)
|
||||
Service fees – Advisor Shares
|
4,918
|
|||
Other
|
9,935
|
|||
Total expenses before reimbursement from advisor
|
514,899
|
|||
Expense reimbursement from advisor (Note 4)
|
(240,056
|
)
|
||
Net expenses
|
274,843
|
|||
Net investment income
|
751,148
|
|||
Realized and unrealized gain (loss) on investments:
|
||||
Net realized gain on investments
|
221,907
|
|||
Net change in unrealized appreciation on investments
|
1,791,516
|
|||
Net realized and unrealized gain on investments
|
2,013,423
|
|||
Net increase in net assets resulting from operations
|
$
|
2,764,571
|
STATEMENTS OF CHANGES IN NET ASSETS
|
Year Ended
|
Year Ended
|
|||||||
December 31, 2020
|
December 31, 2019*
|
|||||||
Operations:
|
||||||||
Net investment income
|
$
|
751,148
|
$
|
204,018
|
||||
Net realized gain on investments
|
221,907
|
26,408
|
||||||
Net change in unrealized
|
||||||||
appreciation on investments
|
1,791,516
|
316,940
|
||||||
Net increase in net assets
|
||||||||
resulting from operations
|
2,764,571
|
547,366
|
||||||
Distributions:
|
||||||||
Distributable earnings – Institutional shares
|
(791,355
|
)
|
(195,980
|
)
|
||||
Distributable earnings – Advisor shares
|
(104,467
|
)
|
(16,397
|
)
|
||||
Total distributions
|
(895,822
|
)
|
(212,377
|
)
|
||||
Capital Share Transactions:
|
||||||||
Proceeds from shares sold
|
||||||||
Institutional Shares
|
45,586,465
|
10,631,914
|
||||||
Advisor Shares
|
2,862,196
|
3,090,907
|
||||||
Proceeds from shares issued
|
||||||||
to holders in reinvestment of dividends
|
||||||||
Institutional Shares
|
677,454
|
194,765
|
||||||
Advisor Shares
|
104,414
|
16,267
|
||||||
Cost of shares redeemed
|
||||||||
Institutional Shares
|
(3,290,897
|
)
|
(178,129
|
)
|
||||
Advisor Shares
|
(595,088
|
)
|
(66,076
|
)
|
||||
Net increase in net assets from
|
||||||||
capital share transactions
|
45,344,544
|
13,689,648
|
||||||
Total increase in net assets
|
47,213,293
|
14,024,637
|
||||||
Net Assets:
|
||||||||
Beginning of year
|
16,123,735
|
2,099,098
|
||||||
End of year
|
$
|
63,337,028
|
$
|
16,123,735
|
STATEMENTS OF CHANGES IN NET ASSETS (Continued)
|
Year Ended
|
Year Ended
|
|||||||
December 31, 2020
|
December 31, 2019*
|
|||||||
Change in Shares Outstanding:
|
||||||||
Shares sold
|
||||||||
Institutional Shares
|
4,293,619
|
1,016,72
|
||||||
Advisor Shares
|
277,550
|
293,260
|
||||||
Shares issued to holders in
|
||||||||
reinvestment of dividends
|
||||||||
Institutional Shares
|
63,353
|
18,58
|
||||||
Advisor Shares
|
9,808
|
1,538
|
||||||
Shares redeemed
|
||||||||
Institutional Shares
|
(307,931
|
)
|
(16,980
|
)
|
||||
Advisor Shares
|
(55,895
|
)
|
(6,264
|
)
|
||||
Net increase in shares outstanding
|
4,280,504
|
1,306,862
|
FINANCIAL HIGHLIGHTS
|
September 28,
|
||||||||||||
2018*
|
|
|||||||||||
Year Ended
|
Year Ended
|
through
|
||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2020
|
2019
|
2018
|
||||||||||
Net Asset Value – Beginning of Period
|
$
|
10.61
|
$
|
9.83
|
$
|
10.00
|
||||||
Income from Investment Operations:
|
||||||||||||
Net investment income1
|
0.22
|
0.30
|
0.09
|
|||||||||
Net realized and unrealized
|
||||||||||||
gain (loss) on investments
|
0.36
|
0.79
|
(0.17
|
)
|
||||||||
Total from investment operations
|
0.58
|
1.09
|
(0.08
|
)
|
||||||||
Less Distributions:
|
||||||||||||
Dividends from net investment income
|
(0.24
|
)
|
(0.30
|
)
|
(0.09
|
)
|
||||||
Dividends from net realized gains
|
(0.03
|
)
|
(0.01
|
)
|
—
|
|||||||
Total distributions
|
(0.27
|
)
|
(0.31
|
)
|
(0.09
|
)
|
||||||
Net Asset Value – End of Period
|
$
|
10.92
|
$
|
10.61
|
$
|
9.83
|
||||||
Total Return
|
5.50
|
%
|
11.25
|
%
|
(0.77
|
)%^ | ||||||
Ratios and Supplemental Data:
|
||||||||||||
Net assets, end of period (thousands)
|
$
|
57,666
|
$
|
13,066
|
$
|
2,099
|
||||||
Ratio of operating expenses
|
||||||||||||
to average net assets:
|
||||||||||||
Before reimbursements
|
1.34
|
%
|
4.36
|
%
|
13.94
|
%+
|
||||||
After reimbursements
|
0.70
|
%
|
0.70
|
%
|
0.70
|
%+
|
||||||
Ratio of net investment income
|
||||||||||||
to average net assets:
|
||||||||||||
Before reimbursements
|
1.43
|
%
|
(0.83
|
)%
|
(9.54
|
)%+
|
||||||
After reimbursements
|
2.07
|
%
|
2.83
|
%
|
3.70
|
%+
|
||||||
Portfolio turnover rate
|
40
|
%
|
16
|
%
|
0
|
%^ |
*
|
Commencement of operations for Institutional Shares was September 28, 2018.
|
+
|
Annualized
|
^
|
Not Annualized
|
1
|
The net investment income per share was calculated using the average shares outstanding method.
|
FINANCIAL HIGHLIGHTS
|
May 17, 2019*
|
||||||||
Year Ended
|
through
|
|||||||
December 31, 2020
|
December 31, 2019
|
|||||||
Net Asset Value – Beginning of Period
|
$
|
10.60
|
$
|
10.26
|
||||
Income from Investment Operations:
|
||||||||
Net investment income1
|
0.20
|
0.15
|
||||||
Net realized and unrealized gain on investments
|
0.34
|
0.36
|
||||||
Total from investment operations
|
0.54
|
0.51
|
||||||
Less Distributions:
|
||||||||
Dividends from net investment income
|
(0.20
|
)
|
(0.16
|
)
|
||||
Dividends from net realized gains
|
(0.03
|
)
|
(0.01
|
)
|
||||
Total distributions
|
(0.23
|
)
|
(0.17
|
)
|
||||
Net Asset Value – End of Period
|
$
|
10.91
|
$
|
10.60
|
||||
Total Return
|
5.13
|
%
|
4.96
|
%^ | ||||
Ratios and Supplemental Data:
|
||||||||
Net assets, end of period (thousands)
|
$
|
5,672
|
$
|
3,058
|
||||
Ratio of operating expenses
|
||||||||
to average net assets:
|
||||||||
Before reimbursements
|
1.78
|
%
|
3.49
|
%
|
||||
After reimbursements
|
1.05
|
%
|
1.05
|
%+
|
||||
Ratio of net investment income
|
||||||||
to average net assets:
|
||||||||
Before reimbursements
|
1.13
|
%
|
(0.20
|
)%+
|
||||
After reimbursements
|
1.86
|
%
|
2.24
|
%+
|
||||
Portfolio turnover rate
|
40
|
%
|
16
|
%
|
*
|
Commencement of operations for Advisor Shares was May 17, 2019.
|
+
|
Annualized
|
^
|
Not Annualized
|
1
|
The net investment income per share was calculated using the average shares outstanding method.
|
NOTES TO FINANCIAL STATEMENTS
|
at December 31, 2020
|
A.
|
Security Valuation: All investments in securities are recorded at their estimated fair value, as described in Note 3.
|
|
B.
|
Federal Income Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income or excise tax provisions are required.
|
|
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has
analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken or expected to be taken on a tax return. The tax returns for the Fund for the
prior three fiscal years are open for examination. The Fund identifies its major tax jurisdictions as U.S. Federal and the state of Delaware.
|
||
C.
|
Securities Transactions, Income and Distributions: Securities transactions are accounted for on the trade date. Realized gains and losses on securities
sold are determined on the basis of identified cost. Interest income is recorded on an accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Discounts and premiums on fixed income securities
are amortized/accreted using the effective interest method.
|
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at December 31, 2020
|
The Fund distributes substantially all of its net investment income, if any, daily, and net realized capital gains, if any, annually. Distributions from net realized gains for book purposes may
include short-term capital gains. All short-term capital gains are included in ordinary income for tax purposes. The amount of dividends and distributions to shareholders from net investment income and net realized capital gains is
determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these book/tax differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax treatment.
|
||
The Fund is charged for those expenses that are directly attributable to it, such as investment advisory, custody and transfer agent fees. Expenses that are not attributable to a Fund are
typically allocated among the funds in the Trust proportionately based on allocation methods approved by the Board of Trustees (the “Board”). Common expenses of the Trust are typically allocated among the funds in the Trust based on a fund’s
respective net assets, or by other equitable means.
|
||
D.
|
Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates.
|
|
E.
|
Redemption Fees: The Fund’s redemption fee was eliminated, effective as of November 9, 2020. Prior to that, the Fund charged a 2% redemption fee to
most shareholders who redeemed shares held for 90 days or less. Such fees were retained by the Fund and accounted for as an addition to paid-in capital.
|
|
F.
|
Reclassification of Capital Accounts: GAAP requires that certain components of net assets relating to permanent differences be reclassified between
financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share.
|
|
G.
|
Events Subsequent to the Fiscal Period End: In preparing the financial statements as of December 31, 2020, management considered the impact of
subsequent events for potential recognition or disclosure in the financial statements and had concluded that no additional disclosures are necessary.
|
Level 1 –
|
Unadjusted, quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the date of measurement.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at December 31, 2020
|
Level 2 –
|
Other significant observable inputs (including, but not limited to, quoted prices in active markets for similar instruments, quoted prices in markets that are not active for identical or similar
instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets, such as interest rates, prepayment speeds, credit risk curves, default rates, and similar data).
|
|
Level 3 –
|
Significant unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market
participant would use in valuing the asset or liability, and would be based on the best information available.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at December 31, 2020
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Corporate Bonds
|
$
|
—
|
$
|
56,666,431
|
$
|
—
|
$
|
56,666,431
|
||||||||
Short-Term Investments
|
6,066,564
|
—
|
—
|
6,066,564
|
||||||||||||
Total Investments in Securities
|
$
|
6,066,564
|
$
|
56,666,431
|
$
|
—
|
$
|
62,732,995
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at December 31, 2020
|
Amount
|
Expiration
|
||
$ 67,925
|
12/31/2021
|
||
261,198
|
12/31/2022
|
||
240,056
|
12/31/2023
|
||
$569,179
|
Administration & fund accounting
|
$129,296
|
||
Custody
|
$ 6,222
|
||
Transfer agency(a)
|
$ 20,202
|
||
(a) Does not include out-of-pocket expenses.
|
Administration & fund accounting
|
$37,168
|
||
Custody
|
$ 1,002
|
||
Transfer agency(a)
|
$10,124
|
||
(a) Does not include out-of-pocket expenses.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at December 31, 2020
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at December 31, 2020
|
Purchases
|
|||
U.S. Government Obligations
|
$ —
|
||
Other
|
$53,258,104
|
||
Sales
|
|||
U.S. Government Obligations
|
$ —
|
||
Other
|
$13,763,462
|
Cost of investments
|
$
|
60,666,192
|
|||
Gross unrealized appreciation
|
2,080,296
|
||||
Gross unrealized depreciation
|
(13,493
|
)
|
|||
Net unrealized depreciation
|
2,066,803
|
||||
Undistributed ordinary income
|
56,451
|
||||
Undistributed long-term capital gain
|
45,648
|
||||
Total distributable earnings
|
102,099
|
||||
Other accumulated gains/(losses)
|
—
|
||||
Total accumulated earnings/(losses)
|
$
|
2,168,902
|
Year Ended
|
Year Ended
|
||
December 31, 2020
|
December 31, 2019
|
||
Ordinary income
|
$828,368
|
$212,377
|
|
Long-Term Capital Gain
|
$ 67,454
|
$ —
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at December 31, 2020
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at December 31, 2020
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at December 31, 2020
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
Share Class
|
Financial Highlights
|
Institutional Shares
|
For each of the years in the two-year period ended December 31, 2020 and for the period from September 28, 2018 (commencement of operations) through December 31, 2018.
|
Advisor Shares
|
For the year ended December 31, 2020 and for the period from May 17, 2019 (commencement of operations) through December 31, 2019.
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
(Continued)
|
EXPENSE EXAMPLE
|
December 31, 2020 (Unaudited)
|
EXPENSE EXAMPLE (Continued)
|
December 31, 2020 (Unaudited)
|
Beginning
|
Ending
|
Expenses Paid
|
|
Account Value
|
Account Value
|
During Period(1)
|
|
7/1/2020
|
12/31/2020
|
7/1/2020-12/31/2020
|
|
Actual
|
|||
Institutional Shares
|
$1,000.00
|
$1,037.20
|
$3.58
|
Advisor Shares
|
$1,000.00
|
$1,035.40
|
$5.37
|
Hypothetical (5% return
|
|||
before expenses)
|
|||
Institutional Shares
|
$1,000.00
|
$1,021.62
|
$3.56
|
Advisor Shares
|
$1,000.00
|
$1,019.86
|
$5.33
|
(1)
|
Expenses are equal to the Institutional and Advisor Shares’ annualized expense ratio of 0.70% and 1.05%, respectively, multiplied by the average account value over the period, multiplied by
184/366 (to reflect the period).
|
STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM
|
(Unaudited)
|
NOTICE TO SHAREHOLDERS
|
at December 31, 2020 (Unaudited)
|
TRUSTEES AND OFFICERS
|
(Unaudited)
|
Number of
|
||||
Funds
|
Other
|
|||
Position(s) Held
|
in Fund
|
Directorships
|
||
Name,
|
with the Trust
|
Complex
|
Held by Trustee
|
|
(Year of Birth)
|
and Length of
|
Principal Occupation(s)
|
Overseen by
|
During the
|
and Address(1)
|
Time Served(3)
|
During the Past Five Years
|
Trustee
|
Past Five Years
|
INTERESTED TRUSTEE
|
||||
Gaylord B. Lyman
|
Trustee and
|
Senior Portfolio Manager,
|
9
|
None
|
(Born 1962)
|
Audit
|
Affinity Investment Advisors,
|
||
Committee
|
LLC, since 2017; Managing
|
|||
Chairman,
|
Director of Kohala Capital
|
|||
since April 2015
|
Partners, LLC (2011 – 2016).
|
|||
Scott Craven Jones
|
Trustee,
|
Managing Director, Carne
|
9
|
Trustee, Madison
|
(Born 1962)
|
since July 2016
|
Global Financial Services (US)
|
Funds, since 2019
|
|
and Lead
|
LLC (a provider of independent
|
(18 portfolios);
|
||
Independent
|
governance and distribution
|
Trustee, XAI
|
||
Trustee,
|
support for the asset management
|
Octagon Floating
|
||
since May 2017
|
industry), since 2013; interim
|
Rate &
|
||
Managing Director, Park Agency,
|
Alternative
|
|||
Inc., since 2020.
|
Income Term
|
|||
Trust, since 2017
|
||||
(2 portfolios);
|
||||
Director,
|
||||
Guestlogix Inc.
|
||||
(a provider of
|
||||
ancillary-focused
|
||||
technology to the
|
||||
travel industry)
|
||||
(2015 – 2016).
|
TRUSTEES AND OFFICERS (Continued)
|
(Unaudited)
|
Number of
|
||||
Funds
|
Other
|
|||
Position(s) Held
|
in Fund
|
Directorships
|
||
Name,
|
with the Trust
|
Complex
|
Held by Trustee
|
|
(Year of Birth)
|
and Length of
|
Principal Occupation(s)
|
Overseen by
|
During the
|
and Address(1)
|
Time Served(3)
|
During the Past Five Years
|
Trustee
|
Past Five Years
|
Lawrence T.
|
Trustee,
|
Senior Vice President and Chief
|
9
|
None
|
Greenberg
|
since July 2016
|
Legal Officer, The Motley Fool
|
||
(Born 1963)
|
Holdings, Inc., since 1996;
|
|||
Venture Partner and General
|
||||
Counsel, Motley Fool Ventures
|
||||
LP, since 2018; Manager, Motley
|
||||
Fool Wealth Management, LLC,
|
||||
since 2013; Adjunct Professor,
|
||||
Washington College of Law,
|
||||
American University, since 2006;
|
||||
General Counsel Motley Fool
|
||||
Asset Management, LLC
|
||||
(2008 – 2019).
|
||||
James R.
|
Trustee
|
Distribution consultant since
|
9
|
None
|
Schoenike(2)
|
since July 2016
|
2018, President and CEO, Board
|
||
(Born 1959)
|
of Managers, Quasar Distributors,
|
|||
LLC (2013 – 2018).
|
(1)
|
The address of each Trustee as it relates to the Trust’s business is c/o U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI 53202.
|
(2)
|
Mr. Schoenike became an Independent Trustee on January 1, 2021. He was an Interested Trustee and Chairman through December 31, 2020 by virtue of the fact that he was recently President of
Quasar Distributors, LLC, the Fund’s distributor (the “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.
|
TRUSTEES AND OFFICERS (Continued)
|
(Unaudited)
|
Name
|
Position(s) Held with
|
|
(Year of Birth)
|
Trust and Length
|
|
and Address
|
of Time Served(3)
|
Principal Occupation(s) During Past Five Years
|
OFFICERS
|
||
Douglas J. Neilson(1)
|
President and Principal
|
Vice President, Compliance and Administration,
|
(Born 1975)
|
Executive Officer,
|
Fund Services, since 2001.
|
since July 1, 2016
|
||
Matthew J. McVoy(1)
|
Treasurer and Principal
|
Assistant Vice President, Compliance and
|
(Born 1980)
|
Financial Officer,
|
Administration, Fund Services, since 2005.
|
since July 1, 2016
|
||
Justin Dausch(2)
|
Chief Compliance
|
Director, Vigilant, since 2017; Compliance Associate,
|
(Born 1989)
|
Officer and Anti-Money
|
HSBC (investment banking company), 2015 – 2017.
|
Laundering Compliance
|
||
Officer,
|
||
since January 1, 2020
|
||
Alyssa M. Bernard(1)
|
Secretary,
|
Assistant Vice President, Compliance and
|
(Born 1988)
|
since August 20, 2019
|
Administration, Fund Services, since 2018; Attorney,
|
Mutual Fund Disclosure, Waddell & Reed Financial,
|
||
Inc., 2017 – 2018; Attorney, Corporate Governance,
|
||
American Century Companies, Inc., 2014 – 2017.
|
(1)
|
The mailing address of this officer is: 615 East Michigan Street, Milwaukee, Wisconsin 53202.
|
(2)
|
The mailing address of this officer is: 223 Wilmington West Chester Pike, Suite 216, Chadds Ford, Pennsylvania 19317.
|
(3)
|
Each officer is elected annually and serves until his or her successor has been duly elected and qualified.
|
APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT
|
AND SUB-ADVISORY AGREEMENT
|
APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT
|
AND SUB-ADVISORY AGREEMENT (Continued)
|
APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT
|
AND SUB-ADVISORY AGREEMENT (Continued)
|
APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT
|
AND SUB-ADVISORY AGREEMENT (Continued)
|
NOTICE OF PRIVACY POLICY AND PRACTICES
|
•
|
information we receive about you on applications or other forms;
|
|
•
|
information you give us orally; and
|
|
•
|
information about your transactions with us or others.
|
|
The types of non-public personal information we collect and share can include:
|
||
•
|
social security number;
|
|
•
|
account balances;
|
|
•
|
account transactions;
|
|
•
|
transaction history;
|
|
•
|
wire transfer instructions; and
|
|
•
|
checking account information.
|
(b)
|
Not Applicable.
|
FYE 12/31/2020
|
FYE 12/31/2019
|
|
Audit Fees
|
$14,000
|
$14,000
|
Audit-Related Fees
|
N/A
|
N/A
|
Tax Fees
|
$3,000
|
$3,000
|
All Other Fees
|
N/A
|
N/A
|
FYE 12/31/2020
|
FYE 12/31/2019
|
|
Audit-Related Fees
|
0%
|
0%
|
Tax Fees
|
0%
|
0%
|
All Other Fees
|
0%
|
0%
|
Non-Audit Related Fees
|
FYE 12/31/2020
|
FYE 12/31/2019
|
Registrant
|
N/A
|
N/A
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Registrant’s Investment Adviser
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N/A
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N/A
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(a)
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Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
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(b)
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Not Applicable.
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(a)
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The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940,
as amended, (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such
officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by
others within the Registrant and by the Registrant’s service provider.
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(b)
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There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the fourth fiscal quarter of the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
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A. |
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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B. |
full, fair, accurate, timely and understandable disclosure in reports and documents that the Trust files with or submits to the Securities and Exchange Commission (the
“SEC”) and in other public communications made by the Trust;
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C. |
compliance with applicable laws and governmental rules and regulations;
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D. |
the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
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E. |
accountability for adherence to the Code.
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II. |
COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF INTEREST
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A. |
not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Trust whereby the Covered Officer
would benefit personally to the detriment of the Trust;
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B. |
not cause the Trust to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Trust; and
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C. |
not use material nonpublic knowledge of portfolio transactions made or contemplated for the Trust to trade personally or cause others to trade personally in
contemplation of the market effect of such transactions.
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A. |
service as a director on the board of any public or private company;
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B. |
the receipt of any non-nominal gifts;
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C. |
the receipt of any entertainment from any company with which the Trust has current or prospective business dealings unless such entertainment is business-related,
reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;
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D. |
any ownership interest in, or any consulting or employment relationship with, any of the Trust’s service providers, other than its investment adviser, principal
underwriter, administrator or any affiliated persons thereof; and
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E. |
a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Trust for effecting portfolio transactions or for selling or
redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.
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A. |
Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Trust;
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B. |
each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Trust to others, whether within or outside the Trust, including
to the Trust’s Trustees and auditors, governmental regulators, and self-regulatory organizations;
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C. |
each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Trust and the adviser with
the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Trust files with or submit to the SEC and in other public communications made by the Trust; and
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D. |
it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws rules and regulations.
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A. |
upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the
Code (See Exhibit B);
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B. |
annually thereafter affirm to the Board that he has complied with the requirements of the Code (See Exhibit B);
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C. |
not retaliate against any other Covered Officer or any employee of the Trust or their affiliated persons for reports of potential violations that are made in good
faith; and
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D. |
notify the Trust’s compliance officer promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code.
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A. |
The compliance officer will take all appropriate action to investigate any potential violations reported to him.
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B. |
If, after such investigation, the compliance officer believes that no violation has occurred, the compliance officer is not required to take any further action.
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C. |
Any matter that the compliance officer believes is a violation will be reported to the Board.
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D. |
If the Board concurs that a violation has occurred, it will consider appropriate action, which may include review of and appropriate modifications to applicable
policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer.
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E. |
The Board will be responsible for granting waivers, as appropriate.
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F. |
Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
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1.
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I have reviewed this report on Form N-CSR of Manager Directed Portfolios;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the fourth fiscal quarter of
the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
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Date: 3/10/2021
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/s/Douglas J. Neilson
Douglas J. Neilson President/Principal Executive Officer |
1.
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I have reviewed this report on Form N-CSR of Manager Directed Portfolios;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the fourth fiscal quarter of
the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
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Date: 3/10/2021
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/s/Matthew J. McVoy
Matthew J. McVoy
Treasurer/Principal Financial Officer
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/s/Douglas J. Neilson
Douglas J. Neilson
President/Principal Executive Officer,
Manager Directed Portfolios
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/s/Matthew J. McVoy
Matthew J. McVoy
Treasurer/Principal Financial Officer,
Manager Directed Portfolios
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Dated: 3/10/2021
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Dated: 3/10/2021
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