Letter to Shareholders/Commentary
|
3
|
Sector Allocation of Portfolio Assets
|
6
|
Schedule of Investments
|
7
|
Statement of Assets and Liabilities
|
23
|
Statements of Operations
|
24
|
Statements of Changes in Net Assets
|
25
|
Financial Highlights
|
26
|
Notes to the Financial Statements
|
27
|
Report of Independent Registered Public Accounting Firm
|
37
|
Expense Example
|
38
|
Notice to Shareholders
|
40
|
Trustees and Officers
|
41
|
Approval of the Pemberwick Fund’s Investment Advisory Agreement
|
|
and Sub-Advisory Agreement
|
43
|
Privacy Notice
|
46
|
Eleven
|
Annualized
|
||||
Total Return Periods
|
Months Ended
|
Since Inception
|
|||
Ended March 31, 2017*:
|
3/31/2017
|
1 Year
|
3 Year
|
5 Year
|
(2/1/2010)
|
Pemberwick Fund (No Load)
|
0.68%
|
0.87%
|
0.82%
|
1.07%
|
1.16%
|
Bloomberg Barclays 1-3 Year
|
|||||
US Government/Credit Index
|
0.57%
|
0.71%
|
0.96%
|
0.93%
|
1.21%
|
SECTOR ALLOCATION OF PORTFOLIO ASSETS
|
at March 31, 2017 (Unaudited)
|
SCHEDULE OF INVESTMENTS
|
at March 31, 2017
|
Par
|
||||||||
CORPORATE BONDS AND NOTES – 73.2%
|
Value
|
Value
|
||||||
Basic Materials – 0.0%
|
||||||||
Praxair, Inc.
|
||||||||
1.050%, 11/07/2017
|
$
|
15,000
|
$
|
14,978
|
||||
1.250%, 11/07/2018
|
30,000
|
29,887
|
||||||
44,865
|
||||||||
Communications – 3.4%
|
||||||||
AT&T, Inc.
|
||||||||
1.400%, 12/01/2017
|
15,000
|
14,990
|
||||||
1.962%, 11/27/2018 (a)
|
2,000,000
|
2,018,762
|
||||||
Cisco Systems, Inc.
|
||||||||
4.950%, 02/15/2019
|
25,000
|
26,545
|
||||||
2.125%, 03/01/2019
|
105,000
|
106,117
|
||||||
eBay, Inc.
|
||||||||
1.350%, 07/15/2017
|
50,000
|
49,981
|
||||||
The Walt Disney Co.
|
||||||||
0.875%, 05/30/2017
|
17,000
|
16,996
|
||||||
5.875%, 12/15/2017
|
30,000
|
30,923
|
||||||
1.650%, 01/08/2019
|
17,000
|
17,037
|
||||||
1.364%, 05/30/2019 (a)
|
1,000,000
|
1,005,254
|
||||||
Verizon Communications, Inc.
|
||||||||
1.918%, 06/17/2019 (a)
|
3,000,000
|
3,022,398
|
||||||
6,309,003
|
||||||||
Consumer, Cyclical – 2.1%
|
||||||||
American Honda Finance Corp.
|
||||||||
1.875%, 02/22/2019 (a)
|
500,000
|
506,792
|
||||||
Daimler Finance North America LLC
|
||||||||
1.375%, 08/01/2017
|
||||||||
(Acquired 07/24/2014, Cost $999,165) (b)(e)
|
1,000,000
|
999,939
|
||||||
McDonald’s Corp.
|
||||||||
5.350%, 03/01/2018
|
10,000
|
10,343
|
||||||
PACCAR Financial Corp.
|
||||||||
1.400%, 11/17/2017
|
30,000
|
30,009
|
||||||
1.300%, 05/10/2019
|
12,000
|
11,902
|
||||||
The Home Depot, Inc.
|
||||||||
2.000%, 06/15/2019
|
30,000
|
30,239
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Consumer, Cyclical – 2.1% (Continued)
|
||||||||
Toyota Motor Credit Corp.
|
||||||||
1.375%, 01/10/2018
|
$
|
30,000
|
$
|
29,999
|
||||
2.000%, 10/24/2018
|
25,000
|
25,128
|
||||||
2.100%, 01/17/2019
|
68,000
|
68,592
|
||||||
2.125%, 07/18/2019
|
40,000
|
40,296
|
||||||
VF Corp.
|
||||||||
5.950%, 11/01/2017
|
35,000
|
35,904
|
||||||
Volkswagen International Finance NV
|
||||||||
1.600%, 11/20/2017 (Acquired 02/23/2015,
|
||||||||
Cost $2,002,446) (b)(e)(f)
|
2,000,000
|
1,998,476
|
||||||
Wal-Mart Stores, Inc.
|
||||||||
1.000%, 04/21/2017
|
30,000
|
29,995
|
||||||
1.125%, 04/11/2018
|
40,000
|
39,934
|
||||||
3,857,548
|
||||||||
Consumer, Non-cyclical – 4.3%
|
||||||||
AbbVie, Inc.
|
||||||||
1.800%, 05/14/2018
|
2,000,000
|
2,002,708
|
||||||
Amgen, Inc.
|
||||||||
1.250%, 05/22/2017
|
1,000,000
|
999,997
|
||||||
AstraZeneca PLC
|
||||||||
5.900%, 09/15/2017 (f)
|
2,000,000
|
2,039,076
|
||||||
Danaher Corp.
|
||||||||
2.400%, 09/15/2020
|
25,000
|
25,271
|
||||||
Diageo Capital PLC
|
||||||||
5.750%, 10/23/2017 (f)
|
2,000,000
|
2,046,828
|
||||||
GlaxoSmithKline Capital PLC
|
||||||||
1.500%, 05/08/2017 (f)
|
15,000
|
15,005
|
||||||
GlaxoSmithKline Capital, Inc.
|
||||||||
5.650%, 05/15/2018
|
15,000
|
15,695
|
||||||
Johnson & Johnson
|
||||||||
1.125%, 03/01/2019
|
30,000
|
29,872
|
||||||
2.250%, 03/03/2022
|
60,000
|
60,088
|
||||||
Merck & Co., Inc.
|
||||||||
1.100%, 01/31/2018
|
488,000
|
487,067
|
||||||
1.850%, 02/10/2020
|
14,000
|
14,033
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Consumer, Non-cyclical – 4.3% (Continued)
|
||||||||
PepsiCo, Inc.
|
||||||||
1.000%, 10/13/2017
|
$
|
30,000
|
$
|
29,960
|
||||
1.500%, 02/22/2019
|
15,000
|
15,004
|
||||||
2.150%, 10/14/2020
|
60,000
|
60,365
|
||||||
The Coca-Cola Co.
|
||||||||
1.650%, 03/14/2018
|
30,000
|
30,084
|
||||||
1.375%, 05/30/2019
|
20,000
|
19,915
|
||||||
The Procter & Gamble Co.
|
||||||||
1.700%, 11/03/2021
|
60,000
|
58,919
|
||||||
7,949,887
|
||||||||
Energy – 2.1%
|
||||||||
BP Capital Markets PLC
|
||||||||
1.846%, 05/05/2017 (f)
|
3,150,000
|
3,151,572
|
||||||
Chevron Corp.
|
||||||||
1.104%, 12/05/2017
|
15,000
|
14,976
|
||||||
1.365%, 03/02/2018
|
90,000
|
89,961
|
||||||
1.718%, 06/24/2018
|
35,000
|
35,119
|
||||||
1.790%, 11/16/2018
|
50,000
|
50,153
|
||||||
4.950%, 03/03/2019
|
20,000
|
21,218
|
||||||
ConocoPhillips Co.
|
||||||||
6.650%, 07/15/2018
|
25,000
|
26,573
|
||||||
6.000%, 01/15/2020
|
20,000
|
22,134
|
||||||
ConocoPhillips Co.
|
||||||||
1.500%, 05/15/2018
|
30,000
|
29,948
|
||||||
EOG Resources, Inc.
|
||||||||
5.625%, 06/01/2019
|
15,000
|
16,125
|
||||||
Exxon Mobil Corp
|
||||||||
1.305%, 03/06/2018
|
50,000
|
49,967
|
||||||
1.819%, 03/15/2019
|
100,000
|
100,569
|
||||||
Occidental Petroleum Corp.
|
||||||||
1.500%, 02/15/2018
|
60,000
|
59,988
|
||||||
Phillips 66
|
||||||||
2.950%, 05/01/2017
|
25,000
|
25,029
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Energy – 2.1% (Continued)
|
||||||||
Statoil ASA
|
||||||||
1.250%, 11/09/2017 (f)
|
$
|
30,000
|
$
|
29,966
|
||||
6.700%, 01/15/2018 (f)
|
10,000
|
10,396
|
||||||
1.950%, 11/08/2018 (f)
|
10,000
|
10,041
|
||||||
5.250%, 04/15/2019 (f)
|
15,000
|
15,992
|
||||||
3,759,727
|
||||||||
Financial – 54.9%
|
||||||||
American Express Bank FSB
|
||||||||
1.181%, 06/12/2017 (a)
|
405,000
|
405,114
|
||||||
6.000%, 09/13/2017
|
950,000
|
968,939
|
||||||
American Express Credit Corp.
|
||||||||
1.125%, 06/05/2017
|
2,025,000
|
2,025,130
|
||||||
1.814%, 11/05/2018 (a)
|
500,000
|
503,787
|
||||||
1.529%, 08/15/2019 (a)
|
3,118,000
|
3,128,604
|
||||||
2.250%, 08/15/2019
|
95,000
|
95,773
|
||||||
1.609%, 10/30/2019 (a)
|
1,000,000
|
1,002,530
|
||||||
Bank of America Corp.
|
||||||||
1.700%, 08/25/2017
|
1,055,000
|
1,056,999
|
||||||
6.400%, 08/28/2017
|
50,000
|
50,976
|
||||||
5.750%, 12/01/2017
|
1,625,000
|
1,668,149
|
||||||
2.600%, 01/15/2019
|
2,000,000
|
2,021,554
|
||||||
2.650%, 04/01/2019
|
60,000
|
60,720
|
||||||
2.445%, 04/19/2021 (a)
|
3,500,000
|
3,607,366
|
||||||
2.221%, 10/21/2022 (a)
|
500,000
|
508,236
|
||||||
BB&T Corp.
|
||||||||
1.802%, 04/01/2022 (a)
|
1,600,000
|
1,602,131
|
||||||
Berkshire Hathaway Finance Corp.
|
||||||||
1.300%, 05/15/2018
|
8,000
|
7,998
|
||||||
5.400%, 05/15/2018
|
60,000
|
62,665
|
||||||
Berkshire Hathaway, Inc.
|
||||||||
1.550%, 02/09/2018
|
100,000
|
100,081
|
||||||
BlackRock, Inc.
|
||||||||
5.000%, 12/10/2019
|
75,000
|
81,222
|
||||||
Boston Properties LP
|
||||||||
3.700%, 11/15/2018
|
15,000
|
15,378
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Financial – 54.9% (Continued)
|
||||||||
Capital One Bank USA, N.A.
|
||||||||
2.150%, 11/21/2018
|
$
|
1,000,000
|
$
|
1,002,146
|
||||
Capital One Financial Corp.
|
||||||||
2.056%, 03/09/2022 (a)
|
3,000,000
|
3,003,630
|
||||||
Capital One, N.A.
|
||||||||
1.500%, 03/22/2018
|
1,000,000
|
997,858
|
||||||
2.192%, 08/17/2018 (a)
|
500,000
|
504,991
|
||||||
2.400%, 09/05/2019
|
515,000
|
516,862
|
||||||
2.189%, 01/30/2023 (a)
|
3,000,000
|
3,016,038
|
||||||
Citigroup, Inc.
|
||||||||
2.500%, 09/26/2018
|
3,000,000
|
3,027,729
|
||||||
2.532%, 03/30/2021 (a)
|
550,000
|
563,476
|
||||||
2.225%, 08/02/2021 (a)
|
570,000
|
579,226
|
||||||
2.176%, 12/08/2021 (a)
|
5,000,000
|
5,048,040
|
||||||
Credit Suisse AG
|
||||||||
1.542%, 05/26/2017 (a)(f)
|
1,000,000
|
1,000,671
|
||||||
1.729%, 01/29/2018 (a)(f)
|
3,900,000
|
3,916,091
|
||||||
1.750%, 01/29/2018 (f)
|
1,000,000
|
1,000,876
|
||||||
1.700%, 04/27/2018 (f)
|
1,000,000
|
998,792
|
||||||
1.717%, 04/27/2018 (a)(f)
|
1,000,000
|
1,000,935
|
||||||
Deutsche Bank AG
|
||||||||
6.000%, 09/01/2017 (f)
|
709,000
|
721,417
|
||||||
HSBC USA, Inc.
|
||||||||
1.500%, 11/13/2017
|
2,000,000
|
2,000,380
|
||||||
1.700%, 03/05/2018
|
1,000,000
|
1,000,646
|
||||||
1.804%, 08/07/2018 (a)
|
1,000,000
|
1,003,745
|
||||||
JPMorgan Chase & Co.
|
||||||||
1.588%, 04/25/2018 (a)
|
830,000
|
833,562
|
||||||
Morgan Stanley
|
||||||||
6.250%, 08/28/2017
|
4,000,000
|
4,077,044
|
||||||
2.318%, 04/25/2018 (a)
|
2,725,000
|
2,753,697
|
||||||
1.781%, 07/23/2019 (a)
|
1,000,000
|
1,005,866
|
||||||
1.842%, 02/14/2020 (a)
|
300,000
|
300,735
|
||||||
2.210%, 01/20/2022 (a)
|
400,000
|
404,142
|
||||||
National City Bank
|
||||||||
1.472%, 06/07/2017 (a)
|
2,075,000
|
2,075,089
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Financial – 54.9% (Continued)
|
||||||||
National Rural Utilities Cooperative Finance Corp.
|
||||||||
5.450%, 02/01/2018
|
$
|
50,000
|
$
|
51,615
|
||||
Novartis Capital Corp.
|
||||||||
1.800%, 02/14/2020
|
70,000
|
70,090
|
||||||
PNC Bank, N.A.
|
||||||||
4.875%, 09/21/2017
|
2,500,000
|
2,536,423
|
||||||
State Street Corp.
|
||||||||
5.375%, 04/30/2017
|
15,000
|
15,042
|
||||||
1.350%, 05/15/2018
|
92,000
|
91,812
|
||||||
1.950%, 05/19/2021
|
25,000
|
24,576
|
||||||
SunTrust Banks, Inc.
|
||||||||
2.350%, 11/01/2018
|
1,456,000
|
1,465,816
|
||||||
The Bank of New York Mellon Corp.
|
||||||||
2.200%, 03/04/2019
|
59,000
|
59,486
|
||||||
4.600%, 01/15/2020
|
30,000
|
32,030
|
||||||
2.450%, 11/27/2020
|
35,000
|
35,210
|
||||||
The Bank of Nova Scotia
|
||||||||
1.300%, 07/21/2017 (f)
|
325,000
|
325,111
|
||||||
1.450%, 04/25/2018 (f)
|
2,000,000
|
1,997,012
|
||||||
1.853%, 01/15/2019 (a)(f)
|
1,000,000
|
1,009,371
|
||||||
1.742%, 03/07/2022 (a)(f)
|
5,900,000
|
5,904,814
|
||||||
The Charles Schwab Corp.
|
||||||||
2.200%, 07/25/2018
|
40,000
|
40,258
|
||||||
The Chubb Corp.
|
||||||||
5.750%, 05/15/2018
|
35,000
|
36,625
|
||||||
The Goldman Sachs Group, Inc.
|
||||||||
6.250%, 09/01/2017
|
950,000
|
968,385
|
||||||
6.150%, 04/01/2018
|
30,000
|
31,260
|
||||||
7.500%, 02/15/2019
|
2,130,000
|
2,338,446
|
||||||
2.300%, 12/13/2019
|
2,000,000
|
2,002,268
|
||||||
2.398%, 04/23/2021 (a)
|
1,000,000
|
1,022,568
|
||||||
2.209%, 11/15/2021 (a)
|
2,000,000
|
2,023,978
|
||||||
2.142%, 04/26/2022 (a)
|
1,141,000
|
1,151,103
|
||||||
The Travelers Companies, Inc.
|
||||||||
3.900%, 11/01/2020
|
50,000
|
52,963
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Financial – 54.9% (Continued)
|
||||||||
UBS AG
|
||||||||
1.375%, 08/14/2017 (f)
|
$
|
2,000,000
|
$
|
2,000,666
|
||||
1.853%, 03/26/2018 (a)(f)
|
2,750,000
|
2,761,459
|
||||||
U.S. Bancorp
|
||||||||
2.200%, 04/25/2019 (g)
|
75,000
|
75,615
|
||||||
U.S. Bank, N.A.
|
||||||||
1.350%, 01/26/2018 (g)
|
2,368,000
|
2,365,409
|
||||||
Wachovia Corp.
|
||||||||
5.750%, 02/01/2018
|
440,000
|
453,886
|
||||||
Wells Fargo & Co.
|
||||||||
5.625%, 12/11/2017
|
50,000
|
51,374
|
||||||
1.671%, 04/23/2018 (a)
|
127,000
|
127,614
|
||||||
1.719%, 01/30/2020 (a)
|
2,000,000
|
2,009,276
|
||||||
2.150%, 01/30/2020
|
200,000
|
200,482
|
||||||
1.921%, 07/22/2020 (a)
|
1,626,000
|
1,641,149
|
||||||
2.600%, 07/22/2020
|
90,000
|
90,921
|
||||||
2.440%, 03/04/2021 (a)
|
2,500,000
|
2,565,053
|
||||||
4.600%, 04/01/2021
|
60,000
|
64,534
|
||||||
2.100%, 07/26/2021
|
50,000
|
49,039
|
||||||
Wells Fargo Bank, N.A.
|
||||||||
1.781%, 01/22/2018 (a)
|
2,000,000
|
2,010,424
|
||||||
101,080,199
|
||||||||
Industrial – 3.4%
|
||||||||
Caterpillar Financial Services Corp.
|
||||||||
1.500%, 02/23/2018
|
20,000
|
19,974
|
||||||
1.800%, 11/13/2018
|
25,000
|
25,055
|
||||||
2.100%, 06/09/2019
|
15,000
|
15,071
|
||||||
2.250%, 12/01/2019
|
20,000
|
20,161
|
||||||
Emerson Electric Co.
|
||||||||
4.875%, 10/15/2019
|
45,000
|
48,446
|
||||||
General Dynamics Corp.
|
||||||||
1.000%, 11/15/2017
|
2,030,000
|
2,026,535
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Industrial – 3.4% (Continued)
|
||||||||
General Electric Co.
|
||||||||
5.625%, 05/01/2018
|
$
|
80,000
|
$
|
83,653
|
||||
6.000%, 08/07/2019
|
50,000
|
54,935
|
||||||
5.500%, 01/08/2020
|
20,000
|
21,926
|
||||||
4.000%, 12/29/2049, Callable 06/15/2022 at $100 (a)(b)
|
1,234,000
|
1,213,947
|
||||||
Illinois Tool Works, Inc.
|
||||||||
1.950%, 03/01/2019
|
50,000
|
50,361
|
||||||
John Deere Capital Corp.
|
||||||||
1.550%, 12/15/2017
|
40,000
|
40,044
|
||||||
1.600%, 07/13/2018
|
18,000
|
18,023
|
||||||
1.750%, 08/10/2018
|
20,000
|
20,056
|
||||||
1.579%, 01/08/2019 (a)
|
500,000
|
503,314
|
||||||
Precision Castparts Corp.
|
||||||||
1.250%, 01/15/2018
|
45,000
|
44,977
|
||||||
Stanley Black & Decker, Inc.
|
||||||||
2.451%, 11/17/2018
|
1,000,000
|
1,010,752
|
||||||
The Boeing Co.
|
||||||||
0.950%, 05/15/2018
|
50,000
|
49,849
|
||||||
United Parcel Service, Inc.
|
||||||||
1.125%, 10/01/2017
|
30,000
|
29,963
|
||||||
United Technologies Corp.
|
||||||||
1.778%, 05/04/2018 (a)(c)
|
1,000,000
|
999,939
|
||||||
6,296,981
|
||||||||
Technology – 2.6%
|
||||||||
Apple, Inc.
|
||||||||
0.900%, 05/12/2017
|
18,000
|
17,998
|
||||||
1.000%, 05/03/2018
|
41,000
|
40,881
|
||||||
1.873%, 02/22/2019 (a)
|
1,000,000
|
1,015,432
|
||||||
1.550%, 02/07/2020
|
10,000
|
9,943
|
||||||
1.900%, 02/07/2020
|
45,000
|
45,137
|
||||||
2.250%, 02/23/2021
|
13,000
|
13,045
|
||||||
1.550%, 08/04/2021
|
97,000
|
94,126
|
||||||
HP, Inc.
|
||||||||
1.963%, 01/14/2019 (a)
|
1,500,000
|
1,504,740
|
||||||
2.750%, 01/14/2019
|
1,500,000
|
1,518,365
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Technology – 2.6% (Continued)
|
||||||||
Intel Corp.
|
||||||||
3.300%, 10/01/2021
|
$
|
50,000
|
$
|
52,008
|
||||
Microsoft Corp.
|
||||||||
1.000%, 05/01/2018
|
60,000
|
59,802
|
||||||
1.300%, 11/03/2018
|
34,000
|
33,998
|
||||||
4.200%, 06/01/2019
|
30,000
|
31,744
|
||||||
1.550%, 08/08/2021
|
45,000
|
43,900
|
||||||
National Semiconductor Corp.
|
||||||||
6.600%, 06/15/2017
|
25,000
|
25,267
|
||||||
Oracle Corp.
|
||||||||
2.375%, 01/15/2019
|
15,000
|
15,209
|
||||||
5.000%, 07/08/2019
|
30,000
|
32,177
|
||||||
1.900%, 09/15/2021
|
130,000
|
127,856
|
||||||
4,681,628
|
||||||||
Utilities – 0.4%
|
||||||||
DTE Electric Co.
|
||||||||
3.900%, 06/01/2021
|
55,000
|
57,977
|
||||||
Duke Energy Carolinas LLC
|
||||||||
5.250%, 01/15/2018
|
35,000
|
36,021
|
||||||
4.300%, 06/15/2020
|
25,000
|
26,714
|
||||||
3.900%, 06/15/2021
|
25,000
|
26,460
|
||||||
Duke Energy Florida LLC
|
||||||||
5.650%, 06/15/2018
|
25,000
|
26,187
|
||||||
Entergy Gulf States Louisiana LLC
|
||||||||
3.950%, 10/01/2020
|
50,000
|
52,493
|
||||||
Florida Power & Light Co.
|
||||||||
5.550%, 11/01/2017
|
35,000
|
35,800
|
||||||
Kansas City Power & Light Co.
|
||||||||
7.150%, 04/01/2019
|
20,000
|
22,007
|
||||||
Kentucky Utilities Co.
|
||||||||
3.250%, 11/01/2020
|
30,000
|
30,947
|
||||||
MidAmerican Energy Co.
|
||||||||
5.300%, 03/15/2018
|
30,000
|
31,067
|
||||||
Northern States Power Co.
|
||||||||
2.200%, 08/15/2020
|
30,000
|
30,105
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Utilities – 0.4% (Continued)
|
||||||||
PacifiCorp
|
||||||||
5.650%, 07/15/2018
|
$
|
25,000
|
$
|
26,268
|
||||
Public Service Co. of Colorado
|
||||||||
3.200%, 11/15/2020
|
30,000
|
31,016
|
||||||
Public Service Electric & Gas Co.
|
||||||||
1.800%, 06/01/2019
|
25,000
|
24,982
|
||||||
2.000%, 08/15/2019
|
75,000
|
75,030
|
||||||
San Diego Gas & Electric Co.
|
||||||||
3.000%, 08/15/2021
|
30,000
|
30,720
|
||||||
Southern California Edison Co.
|
||||||||
1.125%, 05/01/2017
|
7,000
|
7,000
|
||||||
5.500%, 08/15/2018
|
45,000
|
47,316
|
||||||
3.875%, 06/01/2021
|
40,000
|
42,303
|
||||||
Wisconsin Electric Power Co.
|
||||||||
1.700%, 06/15/2018
|
25,000
|
25,037
|
||||||
Wisconsin Power & Light Co.
|
||||||||
5.000%, 07/15/2019
|
25,000
|
26,614
|
||||||
712,064
|
||||||||
TOTAL CORPORATE BONDS AND NOTES
|
||||||||
(Cost $134,393,533)
|
134,691,902
|
|||||||
COLLATERALIZED
|
||||||||
MORTGAGE OBLIGATIONS – 0.8%
|
||||||||
Federal Home Loan Mortgage
|
||||||||
Corporation REMICS – 0.3%
|
||||||||
Series 2542, Class ES
|
||||||||
5.000%, 12/15/2017
|
2,521
|
2,560
|
||||||
Series 2564, Class HJ
|
||||||||
5.000%, 02/15/2018
|
1,989
|
2,023
|
||||||
Series 2611, Class UH
|
||||||||
4.500%, 05/15/2018
|
4,490
|
4,548
|
||||||
Series 2617, Class GR
|
||||||||
4.500%, 05/15/2018
|
5,249
|
5,309
|
||||||
Series 2617, Class TK
|
||||||||
4.500%, 05/15/2018
|
9,067
|
9,183
|
||||||
Series 2627, Class MC
|
||||||||
4.500%, 06/15/2018
|
9,363
|
9,482
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Federal Home Loan Mortgage
|
||||||||
Corporation REMICS – 0.3% (Continued)
|
||||||||
Series 2649, Class KA
|
||||||||
4.500%, 07/15/2018
|
$
|
6,676
|
$
|
6,757
|
||||
Series 2693, Class PE
|
||||||||
4.500%, 10/15/2018
|
9,306
|
9,524
|
||||||
Series 2746, Class EG
|
||||||||
4.500%, 02/15/2019
|
10,475
|
10,722
|
||||||
Series 2814, Class GB
|
||||||||
5.000%, 06/15/2019
|
1,944
|
1,973
|
||||||
Series 2989, Class TG
|
||||||||
5.000%, 06/15/2025
|
35,112
|
37,595
|
||||||
Series 3002, Class YD
|
||||||||
4.500%, 07/15/2025
|
14,233
|
15,189
|
||||||
Series 2526, Class FI
|
||||||||
1.912%, 02/15/2032 (a)
|
68,684
|
70,406
|
||||||
Series 2881, Class AE
|
||||||||
5.000%, 08/15/2034
|
11,940
|
12,587
|
||||||
Series 2933, Class HD
|
||||||||
5.500%, 02/15/2035
|
20,615
|
22,637
|
||||||
Series 4305, Class KA
|
||||||||
3.000%, 03/15/2038
|
74,453
|
75,822
|
||||||
Series 3843, Class GH
|
||||||||
3.750%, 10/15/2039
|
51,228
|
53,357
|
||||||
Series 3786, Class NA
|
||||||||
4.500%, 07/15/2040
|
92,772
|
99,029
|
||||||
Series 4305, Class A
|
||||||||
3.500%, 06/15/2048
|
113,891
|
118,104
|
||||||
566,807
|
||||||||
Federal National Mortgage
|
||||||||
Association REMICS – 0.3%
|
||||||||
Series 2003-92, Class PE
|
||||||||
4.500%, 09/25/2018
|
8,342
|
8,543
|
||||||
Series 2003-80, Class YE
|
||||||||
4.000%, 06/25/2023
|
750
|
750
|
||||||
Series 2005-40, Class YG
|
||||||||
5.000%, 05/25/2025
|
30,737
|
32,929
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Federal National Mortgage
|
||||||||
Association REMICS – 0.3% (Continued)
|
||||||||
Series 2011-122, Class A
|
||||||||
3.000%, 12/25/2025
|
$
|
62,022
|
$
|
63,018
|
||||
Series 2007-27, Class MQ
|
||||||||
5.500%, 04/25/2027
|
8,800
|
9,765
|
||||||
Series 2005-16, Class PE
|
||||||||
5.000%, 03/25/2034
|
340
|
340
|
||||||
Series 2005-48, Class AR
|
||||||||
5.500%, 02/25/2035
|
16,866
|
17,570
|
||||||
Series 2005-62, Class CQ
|
||||||||
4.750%, 07/25/2035
|
7,645
|
7,953
|
||||||
Series 2005-64, Class PL
|
||||||||
5.500%, 07/25/2035
|
49,060
|
54,252
|
||||||
Series 2005-68, Class PG
|
||||||||
5.500%, 08/25/2035
|
34,726
|
38,517
|
||||||
Series 2005-83A, Class LA
|
||||||||
5.500%, 10/25/2035
|
19,915
|
22,001
|
||||||
Series 2006-57, Class AD
|
||||||||
5.750%, 06/25/2036
|
97,144
|
103,789
|
||||||
Series 2014-23, Class PA
|
||||||||
3.500%, 08/25/2036
|
108,145
|
112,362
|
||||||
Series 2007-39, Class NA
|
||||||||
4.250%, 01/25/2037
|
4,395
|
4,460
|
||||||
Series 2013-83, Class CA
|
||||||||
3.500%, 10/25/2037
|
89,794
|
93,287
|
||||||
Series 2009-47, Class PA
|
||||||||
4.500%, 07/25/2039
|
11,455
|
11,903
|
||||||
Series 2011-113, Class NE
|
||||||||
4.000%, 03/25/2040
|
32,837
|
33,400
|
||||||
614,839
|
||||||||
Government National Mortgage Association – 0.2%
|
||||||||
Series 2013-88, Class WA
|
||||||||
5.009%, 06/20/2030 (a)
|
64,215
|
68,731
|
||||||
Series 2002-22, Class GF
|
||||||||
6.500%, 03/20/2032
|
39,827
|
46,169
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Government National Mortgage
|
||||||||
Association – 0.2% (Continued)
|
||||||||
Series 2002-51, Class D
|
||||||||
6.000%, 07/20/2032
|
$
|
46,531
|
$
|
51,857
|
||||
Series 2008-50, Class NA
|
||||||||
5.500%, 03/16/2037
|
9,684
|
10,076
|
||||||
Series 2007-11, Class PE
|
||||||||
5.500%, 03/20/2037
|
24,663
|
27,647
|
||||||
Series 2013-113, Class UB
|
||||||||
3.000%, 11/20/2038
|
68,777
|
69,740
|
||||||
274,220
|
||||||||
TOTAL COLLATERALIZED
|
||||||||
MORTGAGE OBLIGATIONS
|
||||||||
(Cost $1,442,046)
|
1,455,866
|
|||||||
U.S. GOVERNMENT AGENCY OBLIGATIONS – 2.4%
|
||||||||
Federal Home Loan Bank – 1.2%
|
||||||||
0.875%, 03/19/2018
|
400,000
|
399,111
|
||||||
1.250%, 06/08/2018
|
340,000
|
340,322
|
||||||
2.000%, 09/14/2018
|
75,000
|
75,835
|
||||||
1.750%, 12/14/2018
|
595,000
|
600,018
|
||||||
1.250%, 01/16/2019
|
200,000
|
199,823
|
||||||
1.000%, 09/26/2019
|
300,000
|
296,804
|
||||||
1.875%, 11/29/2021
|
250,000
|
249,270
|
||||||
2,161,183
|
||||||||
Federal Home Loan Mortgage Corp. – 0.4%
|
||||||||
0.875%, 10/12/2018
|
125,000
|
124,330
|
||||||
1.500%, 01/17/2020
|
355,000
|
354,540
|
||||||
5.500%, 04/01/2021, Gold Pool #G11941
|
22,083
|
23,243
|
||||||
5.500%, 11/01/2021, Gold Pool #G12454
|
10,791
|
11,425
|
||||||
5.500%, 04/01/2023, Gold Pool #G13145
|
21,219
|
22,658
|
||||||
4.000%, 02/01/2026, Gold Pool #J14494
|
53,953
|
56,847
|
||||||
4.000%, 06/01/2026, Gold Pool #J15974
|
17,746
|
18,609
|
||||||
4.500%, 06/01/2029, Gold Pool #C91251
|
16,186
|
17,358
|
||||||
4.500%, 12/01/2029, Gold Pool #C91281
|
32,138
|
34,463
|
||||||
4.500%, 04/01/2030, Gold Pool #C91295
|
17,236
|
18,479
|
||||||
681,952
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
Federal National Mortgage Association – 0.8%
|
||||||||
5.375%, 06/12/2017
|
$
|
550,000
|
$
|
554,800
|
||||
1.125%, 07/20/2018
|
390,000
|
389,786
|
||||||
1.375%, 10/07/2021
|
210,000
|
204,972
|
||||||
2.000%, 01/05/2022
|
150,000
|
150,169
|
||||||
6.000%, 09/01/2019, Pool #735439
|
963
|
987
|
||||||
5.500%, 06/01/2020, Pool #888601
|
2,827
|
2,900
|
||||||
5.000%, 05/01/2023, Pool #254762
|
13,585
|
14,836
|
||||||
5.500%, 01/01/2024, Pool #AD0471
|
11,339
|
12,009
|
||||||
5.000%, 12/01/2025, Pool #256045
|
27,584
|
30,126
|
||||||
5.500%, 05/01/2028, Pool #257204
|
23,073
|
25,624
|
||||||
4.000%, 08/01/2029, Pool #MA0142
|
27,665
|
29,231
|
||||||
5.500%, 04/01/2037, Pool #AD0249
|
32,809
|
36,763
|
||||||
7.000%, 04/01/2037, Pool #888366
|
8,850
|
10,379
|
||||||
5.000%, 10/01/2039, Pool #AC3237
|
67,768
|
74,954
|
||||||
1,537,536
|
||||||||
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
|
||||||||
(Cost $4,375,362)
|
4,380,671
|
|||||||
U.S. TREASURY OBLIGATIONS – 21.1%
|
||||||||
U.S. Treasury Notes – 21.1%
|
||||||||
0.750%, 06/30/2017
|
500,000
|
499,895
|
||||||
0.625%, 09/30/2017
|
720,000
|
719,044
|
||||||
1.875%, 09/30/2017
|
1,350,000
|
1,356,342
|
||||||
0.750%, 10/31/2017
|
1,405,000
|
1,403,463
|
||||||
1.875%, 10/31/2017
|
790,000
|
794,120
|
||||||
0.625%, 11/30/2017
|
1,100,000
|
1,097,444
|
||||||
0.750%, 12/31/2017
|
2,000,000
|
1,996,094
|
||||||
0.750%, 01/31/2018
|
490,000
|
488,851
|
||||||
0.875%, 01/31/2018
|
920,000
|
918,782
|
||||||
0.750%, 02/28/2018
|
450,000
|
448,743
|
||||||
0.625%, 04/30/2018
|
2,140,000
|
2,129,050
|
||||||
1.000%, 05/31/2018
|
1,115,000
|
1,113,476
|
||||||
0.875%, 07/15/2018
|
505,000
|
503,304
|
||||||
1.375%, 07/31/2018
|
1,200,000
|
1,203,586
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
U.S. Treasury Notes – 21.1% (Continued)
|
||||||||
1.500%, 08/31/2018
|
$
|
430,000
|
$
|
431,965
|
||||
1.250%, 10/31/2018
|
1,915,000
|
1,916,645
|
||||||
1.250%, 11/30/2018
|
700,000
|
700,479
|
||||||
1.500%, 12/31/2018
|
460,000
|
462,192
|
||||||
1.250%, 01/31/2019
|
1,585,000
|
1,585,558
|
||||||
1.500%, 01/31/2019
|
1,150,000
|
1,155,436
|
||||||
1.375%, 02/28/2019
|
380,000
|
380,920
|
||||||
1.500%, 02/28/2019
|
355,000
|
356,692
|
||||||
1.625%, 03/31/2019
|
740,000
|
745,232
|
||||||
1.625%, 04/30/2019
|
1,695,000
|
1,706,785
|
||||||
0.875%, 05/15/2019
|
180,000
|
178,421
|
||||||
1.500%, 05/31/2019
|
1,395,000
|
1,400,912
|
||||||
1.000%, 06/30/2019
|
380,000
|
377,313
|
||||||
1.625%, 06/30/2019
|
200,000
|
201,305
|
||||||
0.875%, 07/31/2019
|
755,000
|
747,007
|
||||||
1.625%, 07/31/2019
|
180,000
|
181,146
|
||||||
1.000%, 08/31/2019
|
815,000
|
807,789
|
||||||
1.000%, 09/30/2019
|
740,000
|
732,889
|
||||||
1.750%, 09/30/2019
|
300,000
|
302,660
|
||||||
1.500%, 10/31/2019
|
200,000
|
200,398
|
||||||
1.500%, 11/30/2019
|
410,000
|
410,681
|
||||||
1.125%, 12/31/2019
|
640,000
|
634,500
|
||||||
1.625%, 12/31/2019
|
220,000
|
221,005
|
||||||
1.250%, 01/31/2020
|
850,000
|
844,571
|
||||||
1.375%, 01/31/2020
|
250,000
|
249,346
|
||||||
1.375%, 02/29/2020
|
380,000
|
378,560
|
||||||
1.125%, 03/31/2020
|
300,000
|
296,555
|
||||||
1.375%, 04/30/2020
|
1,520,000
|
1,511,926
|
||||||
1.500%, 05/31/2020
|
1,460,000
|
1,456,379
|
||||||
1.625%, 06/30/2020
|
220,000
|
220,198
|
||||||
1.875%, 06/30/2020
|
200,000
|
201,832
|
||||||
2.000%, 07/31/2020
|
150,000
|
151,890
|
||||||
1.375%, 08/31/2020
|
455,000
|
450,823
|
||||||
1.375%, 09/30/2020
|
350,000
|
346,521
|
||||||
1.750%, 10/31/2020
|
250,000
|
250,591
|
||||||
2.000%, 11/30/2020
|
390,000
|
394,037
|
||||||
2.250%, 07/31/2018
|
180,000
|
182,612
|
SCHEDULE OF INVESTMENTS (Continued)
|
at March 31, 2017
|
Par
|
||||||||
Value
|
Value
|
|||||||
U.S. Treasury Notes – 21.1% (Continued)
|
||||||||
1.375%, 01/31/2021
|
$
|
590,000
|
$
|
581,761
|
||||
2.125%, 01/31/2021
|
345,000
|
349,764
|
||||||
1.250%, 03/31/2021
|
350,000
|
342,774
|
||||||
1.375%, 05/31/2021
|
180,000
|
176,804
|
||||||
TOTAL U.S. TREASURY OBLIGATIONS
|
||||||||
(Cost $38,998,705)
|
38,897,068
|
|||||||
SHORT-TERM INVESTMENTS – 2.2%
|
Shares
|
|||||||
Fidelity Government Portfolio – Class I, 0.56% (d)
|
4,055,803
|
4,055,803
|
||||||
TOTAL SHORT-TERM INVESTMENTS
|
||||||||
(Cost $4,055,803)
|
4,055,803
|
|||||||
TOTAL INVESTMENTS
|
||||||||
(Cost $183,265,449) – 99.7%
|
183,481,310
|
|||||||
Other Assets in Excess of Liabilities – 0.3%
|
617,158
|
|||||||
TOTAL NET ASSETS – 100.0%
|
$
|
184,098,468
|
(a)
|
Variable or Floating Rate Security. The rate shown represents the rate at March 31, 2017.
|
(b)
|
Security is a perpetual bond and has no definite maturity date.
|
(c)
|
Multi-Step Coupon. Rate disclosed is as of March 31, 2017.
|
(d)
|
The rate shown represents the Fund’s 7-day yield as of March 31, 2017.
|
(e)
|
Restricted security as defined in Rule 144(a) under the Securities Act of 1933 and determined to be liquid. Purchased in private placement transaction; resale to the public may require registration or may extend only to qualified institutional buyers. At March 31, 2017, the market value of these securities total $2,998,415 which represents 1.6% of total net assets.
|
(f)
|
U.S. traded security of a foreign issuer or corporation.
|
(g)
|
Investment in affiliated security. Quasar Distributors, LLC, which serves as the Fund’s distributor, is a subsidiary of U.S. Bancorp. Details of transactions with this affiliated company for the eleven months ended March 31, 2017 were as follows:
|
Change in
|
Net
|
|||||||||||||||||||||||||||||||
Unrealized
|
Realized
|
|||||||||||||||||||||||||||||||
4/30/2016
|
Amorti-
|
Appreciation
|
Gains
|
Market
|
Interest
|
|||||||||||||||||||||||||||
Issuer
|
Value
|
Purchases
|
Sales
|
zation
|
(Depreciation)
|
(Losses)
|
Value
|
Income
|
||||||||||||||||||||||||
U.S. Bancorp1
|
$
|
—
|
$
|
76,327
|
$
|
0
|
$
|
(233
|
)
|
$
|
(479
|
)
|
$
|
0
|
$
|
75,615
|
$
|
707
|
||||||||||||||
U.S. Bank, N.A.2
|
$
|
2,377,394
|
$
|
0
|
$
|
0
|
$
|
(239
|
)
|
$
|
(11,746
|
)
|
$
|
0
|
$
|
2,365,409
|
$
|
29,364
|
||||||||||||||
$
|
(472
|
)
|
$
|
(12,225
|
)
|
$
|
2,441,024
|
$
|
30,071
|
1
|
Par values were $0 and $75,000 at 4/30/16 and 3/31/17, respectively.
|
2
|
Par values were $2,368,000 and $2,368,000 at 4/30/16 and 3/31/17, respectively.
|
STATEMENT OF ASSETS AND LIABILITIES
|
at March 31, 2017
|
Assets:
|
||||
Investments in unaffiliated securities, at value (cost of $180,821,141)
|
$
|
181,040,286
|
||
Investments in affiliated securities, at value (cost of $2,444,308)
|
2,441,024
|
|||
Total investments, at value (cost of $183,265,449)
|
183,481,310
|
|||
Receivables:
|
||||
Dividends and interest
|
698,542
|
|||
Advisor
|
3,996
|
|||
Prepaid expenses and other assets
|
2,570
|
|||
Total assets
|
184,186,418
|
|||
Liabilities:
|
||||
Payables:
|
||||
Advisory fee
|
21,677
|
|||
Administration and accounting fees
|
26,683
|
|||
Reports to shareholders
|
2,387
|
|||
Custody fees
|
3,180
|
|||
Transfer agent fees and expenses
|
6,755
|
|||
Other accrued expenses
|
27,268
|
|||
Total liabilities
|
87,950
|
|||
Net assets
|
$
|
184,098,468
|
||
Net assets consist of:
|
||||
Capital stock
|
$
|
184,537,909
|
||
Accumulated net realized loss on investments
|
(655,302
|
)
|
||
Net unrealized appreciation on investments
|
215,861
|
|||
Net assets
|
$
|
184,098,468
|
||
Shares issued (Unlimited number of beneficial
|
||||
interest authorized, $0.01 par value)
|
18,361,154
|
|||
Net asset value, offering price and redemption price per share
|
$
|
10.03
|
STATEMENTS OF OPERATIONS
|
Eleven
|
||||||||
Months Ended
|
Year Ended
|
|||||||
March 31, 2017*
|
April 30, 2016
|
|||||||
Investment income:
|
||||||||
Interest income from unaffiliated securities
|
$
|
2,019,264
|
$
|
2,154,650
|
||||
Interest income from affiliated securities
|
30,071
|
—
|
||||||
Total investment income
|
2,049,335
|
2,154,650
|
||||||
Expenses:
|
||||||||
Advisory fees (Note 4)
|
639,059
|
821,157
|
||||||
Administration and accounting fees (Note 4)
|
185,943
|
198,425
|
||||||
Transfer agent fees and expenses
|
46,844
|
49,971
|
||||||
Federal and state registration fees
|
5,682
|
1,854
|
||||||
Audit fees
|
26,855
|
29,426
|
||||||
Compliance expense
|
34,038
|
22,900
|
||||||
Legal fees
|
24,815
|
26,597
|
||||||
Reports to shareholders
|
15,601
|
22,271
|
||||||
Trustees’ fees and expenses
|
15,855
|
7,329
|
||||||
Custody fees
|
17,256
|
24,989
|
||||||
Other
|
10,141
|
11,657
|
||||||
Total expenses before reimbursement from advisor
|
1,022,089
|
1,216,576
|
||||||
Expense waived (Note 4)
|
(408,525
|
)
|
(574,850
|
)
|
||||
Net expenses
|
613,564
|
641,726
|
||||||
Net investment income
|
1,435,771
|
1,512,924
|
||||||
Realized and unrealized gain (loss) on investments:
|
||||||||
Net realized gain on unaffiliated investments
|
$
|
61,360
|
$
|
355,030
|
||||
Net change in unrealized appreciation
|
||||||||
(depreciation) on unaffiliated investments
|
(391,147
|
)
|
(586,839
|
)
|
||||
Net change in unrealized appreciation
|
||||||||
(depreciation) on affiliated investments
|
(12,225
|
)
|
—
|
|||||
Net realized and unrealized loss on investments
|
(342,012
|
)
|
(231,809
|
)
|
||||
Net increase in net assets resulting from operations
|
$
|
1,093,759
|
$
|
1,281,115
|
STATEMENTS OF CHANGES IN NET ASSETS
|
Eleven
|
||||||||||||
Months Ended
|
Year Ended
|
Year Ended
|
||||||||||
March 31, 2017*
|
April 30, 2016
|
April 30, 2015
|
||||||||||
Operations:
|
||||||||||||
Net investment income
|
$
|
1,435,771
|
$
|
1,512,924
|
$
|
1,567,887
|
||||||
Net realized gain on investments
|
61,360
|
355,030
|
100,557
|
|||||||||
Net change in unrealized appreciation
|
||||||||||||
(depreciation) on investments
|
(403,372
|
)
|
(586,839
|
)
|
(346,071
|
)
|
||||||
Net increase in net assets
|
||||||||||||
resulting from operations
|
1,093,759
|
1,281,115
|
1,322,373
|
|||||||||
Distributions to Shareholders From:
|
||||||||||||
Net investment income
|
(1,482,522
|
)
|
(1,543,193
|
)
|
(1,629,122
|
)
|
||||||
Total distributions
|
(1,482,522
|
)
|
(1,543,193
|
)
|
(1,629,122
|
)
|
||||||
Capital Share Transactions:
|
||||||||||||
Proceeds from shares sold
|
52,333,765
|
51,730,683
|
63,908,851
|
|||||||||
Proceeds from shares issued to holders
|
||||||||||||
in reinvestment of dividends
|
1,483,418
|
1,542,964
|
1,622,818
|
|||||||||
Cost of shares redeemed
|
(47,137,981
|
)
|
(45,183,230
|
)
|
(63,133,072
|
)
|
||||||
Net increase in net assets from
|
||||||||||||
capital share transactions
|
6,679,202
|
8,090,417
|
2,398,597
|
|||||||||
Total increase in net assets
|
6,290,439
|
7,828,339
|
2,091,848
|
|||||||||
Net Assets:
|
||||||||||||
Beginning of period
|
177,808,029
|
169,979,690
|
167,887,842
|
|||||||||
End of period
|
$
|
184,098,468
|
$
|
177,808,029
|
$
|
169,979,690
|
||||||
Accumulated net investment income (loss)
|
$
|
—
|
$
|
17,190
|
$
|
(573
|
)
|
|||||
Changes in Shares Outstanding:
|
||||||||||||
Shares sold
|
5,214,316
|
5,157,961
|
6,348,311
|
|||||||||
Proceeds from shares issued to holders
|
||||||||||||
in reinvestment of dividends
|
147,694
|
153,755
|
161,124
|
|||||||||
Shares redeemed
|
(4,694,355
|
)
|
(4,506,685
|
)
|
(6,271,648
|
)
|
||||||
Net increase in shares outstanding
|
667,655
|
805,031
|
237,787
|
FINANCIAL HIGHLIGHTS
|
For a capital share outstanding throughout each period
|
Eleven
|
||||||||||||||||||||||||
Months
|
||||||||||||||||||||||||
Ended
|
||||||||||||||||||||||||
March 31,
|
Year Ended April 30,
|
|||||||||||||||||||||||
2017*
|
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||||||||||
Net Asset Value –
|
||||||||||||||||||||||||
Beginning of Period
|
$
|
10.05
|
$
|
10.06
|
$
|
10.08
|
$
|
10.12
|
$
|
10.03
|
$
|
10.16
|
||||||||||||
Income from
|
||||||||||||||||||||||||
Investment Operations:
|
||||||||||||||||||||||||
Net investment income
|
0.09
|
0.09
|
1
|
0.09
|
1
|
0.10
|
1
|
0.11
|
1
|
0.13
|
1
|
|||||||||||||
Net realized and unrealized
|
||||||||||||||||||||||||
gain on investments
|
(0.02
|
)
|
(0.01
|
)
|
(0.02
|
)
|
(0.03
|
)
|
0.11
|
(0.12
|
)4
|
|||||||||||||
Total from investment operations
|
0.07
|
0.08
|
0.07
|
0.07
|
0.22
|
0.01
|
||||||||||||||||||
Less Distributions:
|
||||||||||||||||||||||||
Dividends from net
|
||||||||||||||||||||||||
investment income
|
(0.09
|
)
|
(0.09
|
)
|
(0.09
|
)
|
(0.11
|
)
|
(0.13
|
)
|
(0.14
|
)
|
||||||||||||
Total distributions
|
(0.09
|
)
|
(0.09
|
)
|
(0.09
|
)
|
(0.11
|
)
|
(0.13
|
)
|
(0.14
|
)
|
||||||||||||
Net Asset Value – End of Period
|
$
|
10.03
|
$
|
10.05
|
$
|
10.06
|
$
|
10.08
|
$
|
10.12
|
$
|
10.03
|
||||||||||||
Total Return2
|
0.68
|
%^ |
0.85
|
%
|
0.74
|
%
|
0.68
|
%
|
2.19
|
%
|
0.12
|
%
|
||||||||||||
Ratios and Supplemental Data:
|
||||||||||||||||||||||||
Net assets, end of period (thousands)
|
$
|
184,098
|
$
|
177,808
|
$
|
169,980
|
$
|
167,888
|
$
|
119,793
|
$
|
119,521
|
||||||||||||
Ratio of operating expenses
|
||||||||||||||||||||||||
to average net assets3:
|
||||||||||||||||||||||||
Before Reimbursements
|
0.67
|
%+
|
0.74
|
%
|
0.74
|
%
|
0.76
|
%
|
0.80
|
%
|
0.80
|
%
|
||||||||||||
After Reimbursements
|
0.40
|
%+
|
0.39
|
%
|
0.39
|
%
|
0.41
|
%
|
0.45
|
%
|
0.45
|
%
|
||||||||||||
Ratio of net investment income
|
||||||||||||||||||||||||
to average net assets3:
|
||||||||||||||||||||||||
Before Reimbursements
|
0.68
|
%+
|
0.57
|
%
|
0.56
|
%
|
0.65
|
%
|
0.75
|
%
|
0.72
|
%
|
||||||||||||
After Reimbursements
|
0.95
|
%+
|
0.92
|
%
|
0.91
|
%
|
1.00
|
%
|
1.10
|
%
|
1.07
|
%
|
||||||||||||
Portfolio turnover rate
|
17
|
%^ |
45
|
%
|
35
|
%
|
35
|
%
|
28
|
%
|
23
|
%
|
+
|
Annualized
|
^
|
Not Annualized
|
1
|
The net investment income per share was calculated using the average shares outstanding method.
|
2
|
Total investment return is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestment of dividends and distributions, if any.
|
3
|
During the period, certain fees were waived. If such fee waivers had not occurred, the ratios would have been as indicated (See Note 4).
|
4
|
Includes payments by affiliate which equaled $0.03 per share.
|
*
|
Fund changed its fiscal year from April 30 to March 31.
|
NOTES TO FINANCIAL STATEMENTS
|
March 31, 2017
|
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 to be 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.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
March 31, 2017
|
C.
|
Securities Transactions, Income and Distributions: Securities transactions are accounted for on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. Interest income is recorded on an accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Discounts and premiums on fixed income securities are amortized using the effective interest method.
|
|
The Fund distributes substantially all of its net investment income, if any, 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 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 does not charge redemption fees to shareholders.
|
|
F.
|
Reclassification of Capital Accounts: GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the eleven months ended March 31, 2017, the Fund made the following permanent tax adjustments on the Statement of Assets and Liabilities:
|
Accumulated
|
Accumulated
|
|
Net Investment
|
Net Realized
|
Capital
|
Income/(Loss)
|
Gain/(Loss)
|
Stock
|
$29,561
|
$(29,239)
|
$(322)
|
G.
|
Events Subsequent to the Fiscal Period End: In preparing the financial statements as of March 31, 2017, 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.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
March 31, 2017
|
H.
|
New Accounting Pronouncement: In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the financial statements and related disclosures.
|
Level 1 –
|
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
|
|
Level 2 –
|
Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
|
|
Level 3 –
|
Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
March 31, 2017
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Corporate Bonds and Notes
|
$
|
—
|
$
|
134,691,902
|
$
|
—
|
$
|
134,691,902
|
||||||||
Collateralized
|
||||||||||||||||
Mortgage Obligations
|
—
|
1,455,866
|
—
|
1,455,866
|
||||||||||||
U.S. Government
|
||||||||||||||||
Agency Obligations
|
—
|
4,380,671
|
—
|
4,380,671
|
||||||||||||
U.S. Treasury Obligations
|
—
|
38,897,068
|
—
|
38,897,068
|
||||||||||||
Short-Term Investments
|
4,055,803
|
—
|
—
|
4,055,803
|
||||||||||||
Total Investments in Securities
|
$
|
4,055,803
|
$
|
179,425,507
|
$
|
—
|
$
|
183,481,310
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
March 31, 2017
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
March 31, 2017
|
BNY
|
BNY Mellon
|
||||||||||||
USBFS
|
Mellon
|
(April 30, 2016)
|
|||||||||||
Administration & fund accounting
|
$
|
64,473
|
$
|
121,470
|
$
|
198,425
|
|||||||
Custody
|
$
|
7,063
|
$
|
10,193
|
$
|
24,989
|
|||||||
Transfer agency
|
$
|
9,027
|
(a)
|
$
|
18,644
|
(a)
|
$
|
49,971
|
|||||
Chief Compliance Officer
|
$
|
7,060
|
$
|
26,978
|
$
|
22,900
|
|||||||
(a) Does not include out-of-pocket expenses.
|
Administration & fund accounting
|
$
|
26,683
|
|||
Custody
|
$
|
3,180
|
|||
Transfer agency(a)
|
$
|
3,913
|
|||
(a) Does not include out-of-pocket expenses.
|
Eleven Months Ended
|
Year Ended
|
||
March 31, 2017*
|
April 30, 2016
|
||
Purchases
|
|||
U.S. Government Obligations
|
$18,226,934
|
$16,505,912
|
|
Other
|
$58,687,071
|
$56,869,536
|
|
Sales
|
|||
U.S. Government Obligations
|
$15,525,168
|
$23,491,691
|
|
Other
|
$10,481,650
|
$45,831,642
|
|
* Fund changed its fiscal year from April 30 to March 31.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
March 31, 2017
|
Cost of investments(a)
|
$
|
183,272,151
|
|||
Gross unrealized appreciation
|
445,190
|
||||
Gross unrealized depreciation
|
(236,031
|
)
|
|||
Net unrealized appreciation
|
209,159
|
||||
Undistributed ordinary income
|
—
|
||||
Undistributed long-term capital gain
|
—
|
||||
Total distributable earnings
|
—
|
||||
Other accumulated gains/(losses)
|
(648,600
|
)
|
|||
Total accumulated earnings/(losses)
|
$
|
(439,441
|
)
|
(a)
|
The difference between the book basis and tax basis net unrealized appreciation and cost is attributable primarily to wash sales.
|
Eleven Months Ended
|
Year Ended
|
Year Ended
|
|||||||||||||
March 31, 2017
|
April 30, 2016
|
April 30, 2015
|
|||||||||||||
Ordinary income
|
$
|
1,482,522
|
$
|
1,543,193
|
$
|
1,629,122
|
|||||||||
Long-term capital gains
|
$
|
—
|
$
|
—
|
$
|
—
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
March 31, 2017
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
March 31, 2017
|
Acquired
|
Shares issued to
|
Acquiring
|
||||
Fund
|
Shareholders of
|
Fund
|
Combined
|
Tax Status
|
||
Net Assets
|
Acquired Fund
|
Net Assets
|
Net Assets
|
of Transfer
|
||
$172,520,816(1)
|
17,199,770
|
—
|
$172,520,816
|
Non-taxable
|
(1)
|
Includes accumulated realized losses and unrealized appreciation in the amounts of $(687,423) and $304,572, respectively.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
March 31, 2017
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
EXPENSE EXAMPLE
|
March 31, 2017 (Unaudited)
|
EXPENSE EXAMPLE (Continued)
|
March 31, 2017 (Unaudited)
|
Beginning
|
Ending
|
Expenses Paid
|
|
Account Value
|
Account Value
|
During Period(1)
|
|
10/1/2016
|
3/31/2017
|
10/1/2016 – 3/31/2017
|
|
Actual
|
|||
Total Fund
|
$1,000.00
|
$1,001.90
|
$2.00
|
Hypothetical (5% return
|
|||
before expenses)
|
|||
Total Fund
|
$1,000.00
|
$1,022.94
|
$2.02
|
(1)
|
Expenses are equal to the Fund’s annualized expense ratio of 0.40%, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the period).
|
NOTICE TO SHAREHOLDERS
|
at March 31, 2017 (Unaudited)
|
TRUSTEES AND OFFICERS
|
(Unaudited)
|
Number of
|
|||||
Portfolios
|
Other
|
||||
Position(s) Held
|
in Fund
|
Directorships
|
|||
Name
|
with the Trust
|
Complex
|
Held by
|
||
(Year of Birth)
|
and Length of
|
Principal Occupation(s)
|
Overseen by
|
Trustee During
|
|
and Address(1)
|
Time Served(3)
|
During Past Five Years
|
Trustee
|
Past Five Years
|
|
INTERESTED TRUSTEE
|
|||||
James R.
|
Trustee since
|
President and CEO,
|
2
|
None
|
|
Schoenike(2)
|
July 2016
|
Board of Managers,
|
|||
(Born 1959)
|
Quasar Distributors, LLC,
|
||||
since 2000
|
|||||
INDEPENDENT TRUSTEES
|
|||||
Gaylord B. Lyman
|
Trustee and Audit
|
Senior Portfolio Manager,
|
2
|
None
|
|
(Born 1962)
|
Committee
|
Affinity Investment Advisors,
|
|||
Chairman, since
|
LLC, since 2017; Managing
|
||||
April 2015
|
Director of Kohala Capital
|
||||
Partners, LLC, (2011 – 2016);
|
|||||
Vice President, Becker Capital
|
|||||
Management, Inc. (1997 – 2011)
|
|||||
Scott Craven Jones
|
Trustee since
|
Managing Director,
|
2
|
Director,
|
|
(Born 1962)
|
July 2016
|
Carne Global Financial
|
Guestlogix Inc.
|
||
Services (US) LLC, since 2013;
|
(a provider of
|
||||
Adviser, Wanzenburg Partners
|
ancillary-focused
|
||||
(2012 – 2013); Chief Operating
|
technology to the
|
||||
Officer and Chief Financial
|
travel industry),
|
||||
Officer, Aurora Investment
|
2015 – 2016.
|
||||
Management (2010 – 2012)
|
|||||
Lawrence T.
|
Trustee since
|
Senior Vice President and
|
2
|
None
|
|
Greenberg
|
July 2016
|
Chief Legal Officer, The Motley
|
|||
(Born 1963)
|
Fool Holdings, Inc., since 1996;
|
||||
General Counsel, Motley Fool
|
|||||
Asset Management, LLC, since
|
|||||
2008; Manager, Motley Fool
|
|||||
Wealth Management, LLC,
|
|||||
since 2013; Adjunct Professor,
|
|||||
Washington College of Law,
|
|||||
American University, since 2006
|
(1)
|
The address of each Trustee as it relates to the Trust’s business is c/o U.S. Bancorp Fund Services LLC, 615 East Michigan Street, Milwaukee, WI 53202.
|
(2)
|
Mr. Schoenike is an Interested Trustee by virtue of his position as President of Quasar Distributors, LLC, the Funds’ distributor.
|
(3)
|
Each Trustee serves during the continued lifetime of the Trust until he dies, resigns, is declared bankrupt or incompetent by a court of competent jurisdiction, or is removed.
|
TRUSTEES AND OFFICERS (Continued)
|
(Unaudited)
|
Name
|
Position(s) Held with
|
|
(Year of Birth)
|
the Trust and Length
|
|
and Address
|
of Time Served(3)
|
Principal Occupation(s) During Past Five Years
|
Douglas J. Neilson(1)
|
President and Principal
|
Vice President, Compliance and Administration,
|
(Born 1975)
|
Executive Officer, since
|
USBFS, since 2001
|
July 1, 2016
|
||
Matthew J. McVoy(1)
|
Treasurer and Principal
|
Assistant Vice President, Compliance and
|
(Born 1980)
|
Financial Officer,
|
Administration, USBFS, since 2005
|
since July 1, 2016
|
||
Nathan R. Bentley, CPA(1)
|
Assistant Treasurer,
|
Officer, Compliance and Administration, USBFS,
|
(Born 1983)
|
since July 1, 2016
|
since 2012; Master of Science, Accounting Graduate,
|
University of Wisconsin-Milwaukee (2010 – 2012)
|
||
Gerard Scarpati(2)
|
Chief Compliance
|
Compliance Director, Vigilant, since 2010
|
(Born 1955)
|
Officer and
|
|
Anti-Money Laundering
|
||
Compliance Officer,
|
||
since July 1, 2016
|
||
Rachel Spearo(2)
|
Secretary,
|
Vice President, Compliance and Administration,
|
(Born 1979)
|
since
|
USBFS, since 2004
|
November 14, 2016
|
(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 PEMBERWICK FUND’S INVESTMENT ADVISORY
|
AGREEMENT AND SUB-ADVISORY AGREEMENT (Unaudited)
|
1.
|
NATURE, EXTENT AND QUALITY OF SERVICES TO BE PROVIDED TO THE FUND. The Trustees considered the nature, extent and quality of services that would be provided by PIA to the Fund and the amount of time to be devoted by PIA’s staff to the Fund’s operations. The Trustees considered PIA’s specific responsibilities in all aspects of day-to-day management of the Fund, as well as the qualifications, experience and responsibilities of key personnel at PIA and JPM who would be involved in the day-to-day activities of the Fund, including Jim Hussey, who would continue to serve as portfolio manager of the Fund, and Gregg Hrivnak, Richard Figuly, and Susan Parekh, who would continue to serve as co-portfolio managers for the sleeve of the Fund’s portfolio sub-advised by JPM. The Trustees reviewed the structure of PIA’s and JPM’s compliance programs, PIA’s commitment to the Fund, as well as the information provided by PIA and JPM in response to the due diligence questionnaire and other information provided by PIA and JPM, all of which was included in the materials provided to the Board in advance of the September 27, 2016 meeting. The Trustees also noted any services that extended beyond portfolio management, and considered the overall capability of PIA and JPM to manage the Fund’s assets. The Trustees, in consultation with
|
APPROVAL OF THE PEMBERWICK FUND’S INVESTMENT ADVISORY
|
AGREEMENT AND SUB-ADVISORY AGREEMENT (Unaudited) (Continued)
|
counsel to the Independent Trustees, reviewed PIA’s and JPM’s compliance programs and received an affirmation from the Trust’s CCO that PIA’s and JPM’s compliance programs were compliant with Rule 206(4)-7(a) promulgated under the Advisers Act. The Trustees concluded that PIA and JPM had sufficient quality and depth of personnel, resources, investment methods and compliance policies and procedures essential to performing their duties under the Advisory Agreement and Sub-Advisory Agreement, respectively, and that the nature, overall quality and extent of the management services to be provided to the Fund were satisfactory.
|
||
2.
|
INVESTMENT PERFORMANCE OF THE PREDECESSOR FUND, THE ADVISER AND THE SUB-ADVISER. In assessing the portfolio management services to be provided by PIA and JPM, the Trustees reviewed the investment management experience of Mr. Hussey, who would serve as the Fund’s portfolio manager, and of Mr. Hrivnak, Mr. Figuly, and Ms. Parekh, who would serve as portfolio managers of JPM’s sleeve of Fund assets. As part of their review, the Trustees reviewed the performance of the Predecessor Fund in comparison to a benchmark index, the Barclays 1-3 Year Government/Credit Index. The Trustees examined the performance of the Predecessor Fund for the year-to-date periods ended April 30, 2016 and June 30, 2016 and for the one-year, three-year, five-year and since inception periods ended April 30, 2016 and June 30, 2016. The Trustees noted the Predecessor Fund’s performance tracked very closely to the benchmark index.
|
|
The Trustees concluded that the performance obtained by PIA as the advisor and JPM as the sub-advisor for the Fund was satisfactory under applicable market conditions. Although past performance is not a guarantee or indication of future results, the Trustees determined that the Fund and its shareholders were likely to benefit from PIA’s and JPM’s portfolio management services.
|
||
3.
|
COSTS OF SERVICES PROVIDED AND PROFITS TO BE REALIZED BY THE ADVISER. The Trustees then considered the cost of services and the structure of PIA’s proposed management fee, including a review of the expense analysis and other pertinent material with respect to the Fund. The Trustees considered data relating to the cost structure of the Fund relative to a peer group of U.S. open-end short-term bond funds with assets in the $100-$300 million range, as compiled by Morningstar (the “Morningstar Peer Group”), which had been included in the materials provided for the September 27, 2016 meeting. The Board considered the Fund’s proposed management fee of 0.25% for Fund assets, noting the fee fell in the first quartile for the Morningstar Peer Group, below the Morningstar Peer Group average fee of 0.61%, which fell in the third quartile. The Board further noted PIA had agreed to voluntarily waive its management fees and/or reimburse Fund expenses in the amount of 0.10%. The Trustees also
|
APPROVAL OF THE PEMBERWICK FUND’S INVESTMENT ADVISORY
|
AGREEMENT AND SUB-ADVISORY AGREEMENT (Unaudited) (Continued)
|
considered the overall profitability of PIA that may result from its management of the Fund, considering PIA’s financial statements. The Trustees also examined the level of profits that could be expected to accrue to PIA from the fees payable under the Advisory Agreement and Sub-Advisory Agreement.
|
||
The Trustees concluded the Fund’s expenses and the fees to be paid to PIA were fair and reasonable in light of the comparative expense and management fee information and the investment management services to be provided to the Fund by PIA. The Trustees further concluded, based on a profitability analysis prepared by PIA, that PIA’s projected profit from the Fund would not be excessive and PIA has sufficient financial resources to support its provision of advisory services to the Fund.
|
||
The Trustees considered the sub-advisory fee payable by PIA to JPM and found it to be reasonable. In considering the sub-advisory fee, the Trustees noted that it is paid by PIA, and not the Fund.
|
||
4.
|
EXTENT OF ECONOMIES OF SCALE AS THE FUND GROWS. The Trustees considered the potential economies of scale that the Fund might realize under the proposed management fee and expense ratio. The Trustees noted that PIA’s management fee did not currently include breakpoint reductions, but that PIA had, historically, voluntarily waived a portion of its advisory fee for the Predecessor Fund. The Trustees noted JPM’s fee did include breakpoints, but that JPM’s fee was paid by PIA and not the Fund, so any fee reduction accrued to PIA’s benefit. After considering PIA’s advisory fee and potential voluntary fee waivers and expense reimbursements, the Trustees concluded the potential economies of scale with respect to the Fund were acceptable given its current asset size.
|
|
5.
|
BENEFITS TO BE DERIVED FROM THE RELATIONSHIP WITH THE FUND. The Trustees considered the direct and indirect benefits that could be received by PIA from its association with the Fund. Based on the information presented, the Trustees did not consider any ancillary benefits to PIA or JPM serving as investment adviser and sub-adviser to the Fund, respectively, to be relevant factors.
|
PRIVACY NOTICE
|
FACTS
|
WHAT DOES THE PEMBERWICK FUND (“THE FUND”) DO WITH YOUR
PERSONAL INFORMATION?
|
|||
Why?
|
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
|
|||
What?
|
The types of personal information we collect and share depends on the product or service you have with us. This information can include:
|
|||
• Social Security number
|
||||
• account balances
|
||||
• account transactions
|
||||
• transaction history
|
||||
• wire transfer instructions
|
||||
• checking account information
|
||||
When you are no longer our customer, we continue to share your information as described in this notice.
|
||||
How?
|
All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Fund chooses to share; and whether you can limit this sharing.
|
Does the
|
Can you limit
|
||
Reasons we can share your personal information
|
Fund share?
|
this sharing?
|
|
For our everyday business purposes – such as to process your
|
Yes
|
No
|
|
transactions, maintain your account(s), respond to court orders
|
|||
and legal investigations, or report to credit bureaus.
|
|||
For our marketing purposes –
|
Yes
|
No
|
|
to offer our products and services to you
|
|||
For joint marketing with other financial companies
|
No
|
We do not share
|
|
For our affiliates’ everyday business purposes –
|
Yes
|
No
|
|
information about your transactions and experiences
|
|||
For our affiliates’ everyday business purposes –
|
No
|
We do not share
|
|
information about your creditworthiness
|
|||
For our affiliates to market to you – The Fund may share
|
Yes
|
Yes
|
|
information with our affiliates about shareholders or shareholder
|
|||
accounts in order to make shareholders aware of services and
|
|||
products which the Fund thinks may be of interest or value to them
|
|||
For nonaffiliates to market to you
|
No
|
We do not share
|
To Limit the
|
To limit our sharing, please notify us in the following way:
|
|||
Fund’s Sharing
|
• Contact the Fund by calling our toll-free phone number 1-888-893-4491.
|
|||
Your choice to limit the personal information the Fund shares with its affiliates will apply until you request a change. If you are a new customer, we can begin sharing your information with our affiliates for marketing purposes 30 days from the date we sent this notice. When you are no longer a customer, we continue to share your information as described in this notice.
|
||||
Questions?
|
If you have any questions or concerns regarding this notice or the Fund’s privacy policies, please contact us at 888-893-4491.
|
PRIVACY NOTICE (Continued)
|
State Disclosures – In addition to the rights described below and in this notice, you may have other rights under state laws. We will comply with the applicable state laws with respect to our information practices.
|
||
California and Vermont have other protections under state law. If your primary mailing address is in California or Vermont, we will not share your financial information that we collect except as permitted by law, including, for example, with your consent or to service your account. We will also not use your information for joint marketing purposes. We do not share customer information with third parties except as permitted by law.
|
Who we are
|
||||
Who is providing
|
The Fund is an open-end management investment company registered under the
|
|||
this notice?
|
Investment Company Act of 1940.
|
|||
What we do
|
||||
How does the Fund
|
To protect your personal information from unauthorized access and use, we use
|
|||
protect my personal
|
security measures that comply with federal law. These measures include computer
|
|||
information?
|
safeguards and secured files and buildings.
|
|||
How does the Fund
|
We collect your personal information, for example, when you
|
|||
collect my personal
|
• open an account
|
|||
information?
|
• provide account information
|
|||
• give us your contact information
|
||||
• make a wire transfer
|
||||
• tell us where to send the money
|
||||
We collect your personal information from others, such as credit bureaus, affiliates or other companies.
|
||||
Why can’t I limit
|
Federal law gives you the right to limit only
|
|||
all sharing?
|
• sharing for affiliates’ everyday business purposes – information about your creditworthiness
|
|||
• affiliates from using your information to market to you
|
||||
• sharing for nonaffiliates to market to you
|
||||
State laws and individual companies may give you additional rights to limit sharing.
|
||||
Definitions
|
||||
Affiliates
|
Companies related by common ownership or control. They can be financial and nonfinancial companies.
|
|||
• The Fund’s affiliate is Pemberwick Investment Advisors LLC, investment advisor to the PEMBERWICK FUND.
|
||||
Nonaffiliates
|
Companies not related by common ownership or control. They can be financial and nonfinancial companies.
|
|||
• The Fund does not share with nonaffiliates so they can market to you.
|
||||
Joint marketing
|
A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
|
|||
• The Fund does not jointly market.
|
FYE 3/31/2017*
|
FYE 4/30/2016
|
|
Audit Fees
|
$19,500
|
$27,030
|
Audit-Related Fees
|
N/A
|
N/A
|
Tax Fees
|
$1,500
|
$2,500
|
All Other Fees
|
N/A
|
N/A
|
FYE 3/31/2017*
|
FYE 4/30/2016
|
|
Audit-Related Fees
|
0%
|
0%
|
Tax Fees
|
0%
|
0%
|
All Other Fees
|
0%
|
0%
|
Non-Audit Related Fees
|
FYE 3/31/2017*
|
FYE 4/30/2016
|
Registrant
|
N/A
|
N/A
|
Registrant’s Investment Adviser
|
N/A
|
N/A
|
(a)
|
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
|
(b)
|
Not Applicable.
|
(a)
|
The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, 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.
|
(b)
|
There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the 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.
|
(a)
|
(1) Any code of ethics or amendment thereto, that is subject to the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.
|
(b)
|
Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. Furnished herewith.
|
A. |
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
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;
|
C. |
compliance with applicable laws and governmental rules and regulations;
|
D. |
the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
|
E. |
accountability for adherence to the Code.
|
II. |
COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF INTEREST
|
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;
|
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
|
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.
|
A. |
service as a director on the board of any public or private company;
|
B. |
the receipt of any non-nominal gifts;
|
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;
|
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
|
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.
|
A. |
Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Trust;
|
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;
|
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
|
D. |
it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws rules and regulations.
|
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);
|
B. |
annually thereafter affirm to the Board that he has complied with the requirements of the Code (See Exhibit B);
|
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
|
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.
|
A. |
The compliance officer will take all appropriate action to investigate any potential violations reported to him.
|
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.
|
C. |
Any matter that the compliance officer believes is a violation will be reported to the Board.
|
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.
|
E. |
The Board will be responsible for granting waivers, as appropriate.
|
F. |
Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.
|
1.
|
I have reviewed this report on Form N-CSR of Manager Directed Portfolios;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
Date: 6/8/2017
|
/s/Douglas J. Neilson
Douglas J. Neilson President |
1.
|
I have reviewed this report on Form N-CSR of Manager Directed Portfolios;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
Date: 6/8/2017
|
/s/Matthew J. McVoy
Matthew J. McVoy Treasurer
|
/s/Douglas J. Neilson
Douglas J. Neilson
President, Manager Directed Portfolios
|
/s/Matthew J. McVoy
Matthew J. McVoy
Treasurer, Manager Directed Portfolios
|
Dated: 6/8/2017
|
Dated: 6/8/2017
|
'!A8VME="!B96=I;CTB[[N_(B!I9#TB
M5S5-,$UP0V5H:4AZ &UP1SIC>6%N/2(P+C P,# P,"(@>&UP1SIM86=E;G1A/2(P
M+C P,# P,"(@>&UP1SIY96QL;W<](C N,# P,# P(B!X;7!'.F)L86-K/2(V
M.2XY.3DW,# B+SX@/')D9CIL:2!X;7!'.G-W871C:$YA;64](D,],"!-/3 @
M63TP($L]-C B('AM<$