(a)
|
|
Sector Allocation
|
3
|
|
Schedule of Investments
|
4
|
|
Statement of Assets and Liabilities
|
6
|
|
Statement of Operations
|
7
|
|
Statements of Changes in Net Assets
|
8
|
|
Financial Highlights
|
10
|
|
Notes to the Financial Statements
|
12
|
|
Expense Example
|
23
|
|
Notice to Shareholders
|
25
|
|
Statement Regarding Liquidity Risk Management Program
|
26
|
|
Approval of Investment Advisory Agreements
|
27
|
|
Notice of Privacy Policy & Practices
|
31
|
SECTOR ALLOCATION OF PORTFOLIO ASSETS
|
at April 30, 2023 (Unaudited)
|
COUNTRY ALLOCATION OF PORTFOLIO ASSETS
|
at April 30, 2023 (Unaudited)
|
China
|
14.9%
|
Netherlands
|
14.2%
|
United Kingdom
|
11.4%
|
France
|
10.6%
|
Germany
|
9.2%
|
Japan
|
7.5%
|
Hong Kong
|
5.2%
|
Denmark
|
5.1%
|
Taiwan
|
4.6%
|
United States
|
4.2%
|
India
|
2.7%
|
Italy
|
2.6%
|
Ireland
|
2.6%
|
Spain
|
2.0%
|
Norway
|
1.1%
|
Short-Term Investments and Other
|
2.1%
|
SCHEDULE OF INVESTMENTS
|
at April 30, 2023 (Unaudited)
|
Number of
|
||||||||
COMMON STOCKS – 97.9%
|
Shares
|
Value
|
||||||
Communication Services – 7.4%
|
||||||||
Deutsche Telekom AG
|
93,360
|
$
|
2,251,083
|
|||||
Sea Ltd. – ADR (a)
|
13,256
|
1,009,709
|
||||||
3,260,793
|
||||||||
Consumer Discretionary – 24.9%
|
||||||||
Alibaba Group Hldg Ltd.
|
10,710
|
907,030
|
||||||
Aptiv Plc – ADR (a)
|
6,955
|
715,391
|
||||||
JD.com, Inc.
|
24,420
|
435,844
|
||||||
Kering
|
1,700
|
1,088,628
|
||||||
LVMH Moet Hennessy Louis Vuitton SE
|
1,264
|
1,215,823
|
||||||
Meituan (a)
|
96,100
|
1,642,393
|
||||||
Melco Resorts & Entertainment Ltd. – ADR (a)
|
117,370
|
1,600,927
|
||||||
Mercadolibre, Inc.
|
764
|
976,002
|
||||||
Prosus NV
|
31,690
|
2,371,483
|
||||||
10,953,521
|
||||||||
Energy – 4.5%
|
||||||||
TechnipFMC PLC
|
143,720
|
1,967,527
|
||||||
1,967,527
|
||||||||
Financials – 7.9%
|
||||||||
AIA Group Ltd.
|
211,160
|
2,298,915
|
||||||
ICICI Bank Ltd. – ADR
|
52,350
|
1,190,963
|
||||||
3,489,878
|
||||||||
Health Care – 17.2%
|
||||||||
Alkermes Plc – ADR (a)
|
39,860
|
1,138,003
|
||||||
AstraZeneca PLC
|
15,940
|
2,345,787
|
||||||
Genmab A/S (a)
|
5,510
|
2,264,416
|
||||||
Grifols SA (a)
|
83,810
|
862,711
|
||||||
Wuxi Biologics Cayman, Inc. (a)
|
161,170
|
961,031
|
||||||
7,571,947
|
||||||||
Industrials – 19.9%
|
||||||||
Airbus SE
|
16,915
|
2,368,694
|
||||||
Daifuku Co Ltd.
|
59,475
|
1,095,814
|
||||||
Prysmian SpA
|
28,275
|
1,157,176
|
||||||
Rheinmetall AG
|
6,090
|
1,783,724
|
||||||
Safran SA
|
15,215
|
2,366,242
|
||||||
8,771,650
|
SCHEDULE OF INVESTMENTS (Continued)
|
at April 30, 2023 (Unaudited)
|
Number of
|
||||||||
COMMON STOCKS – 97.9% (Continued)
|
Shares
|
Value
|
||||||
Information Technology – 16.1%
|
||||||||
ASML Holding NV
|
2,380
|
$
|
1,510,384
|
|||||
Atlassian Corp. (a)
|
5,847
|
863,368
|
||||||
Keyence Corp.
|
4,880
|
2,200,667
|
||||||
Nordic Semiconductor ASA (a)
|
44,807
|
485,169
|
||||||
Taiwan Semiconductor Manufacturing Co Ltd.
|
124,000
|
2,030,574
|
||||||
7,090,162
|
||||||||
TOTAL COMMON STOCKS
|
||||||||
(Cost $40,400,252)
|
43,105,478
|
|||||||
SHORT-TERM INVESTMENTS – 2.1%
|
||||||||
MONEY MARKET FUNDS – 2.1%
|
||||||||
First American Government
|
||||||||
Obligations Fund – Class X, 4.73% (b)
|
928,945
|
928,945
|
||||||
TOTAL SHORT-TERM INVESTMENTS
|
||||||||
(Cost $928,945)
|
928,945
|
|||||||
TOTAL INVESTMENTS
|
||||||||
(Cost $41,329,197) – 100.0%
|
44,034,423
|
|||||||
Other assets in excess of liabilities – 0.0%
|
20,965
|
|||||||
TOTAL NET ASSETS – 100.0%
|
$
|
44,055,388
|
(a)
|
Non-income producing security.
|
(b)
|
The rate shown represents the fund’s 7-day yield as of April 30, 2023.
|
STATEMENT OF ASSETS AND LIABILITIES
|
at April 30, 2023 (Unaudited)
|
Assets:
|
||||
Investments, at value (cost of $41,329,197)
|
$
|
44,034,423
|
||
Receivables:
|
||||
Fund shares sold
|
10,000
|
|||
Dividends and interest
|
38,510
|
|||
Prepaid expenses
|
42,455
|
|||
Total assets
|
44,125,388
|
|||
Liabilities:
|
||||
Payables:
|
||||
Fund shares redeemed
|
1,150
|
|||
Administration and fund accounting fees
|
22,574
|
|||
Advisory Fees
|
7,124
|
|||
Audit Fees
|
5,910
|
|||
Custody Fees
|
9,893
|
|||
Reports to shareholders
|
5,949
|
|||
Compliance Fees
|
5,309
|
|||
Transfer agent fees and expenses
|
11,005
|
|||
Other accrued expenses
|
1,086
|
|||
Total liabilities
|
70,000
|
|||
Net assets
|
$
|
44,055,388
|
||
Net assets consist of:
|
||||
Paid in capital
|
$
|
51,947,479
|
||
Total accumulated loss
|
(7,892,091
|
)
|
||
Net assets
|
$
|
44,055,388
|
||
Institutional Shares:
|
||||
Net assets applicable to outstanding Institutional Shares
|
$
|
43,106,237
|
||
Shares issued (Unlimited number of beneficial
|
||||
interest authorized, $0.01 par value)
|
3,913,868
|
|||
Net asset value, offering price and redemption price per share
|
$
|
11.01
|
||
Retail Shares:
|
||||
Net assets applicable to outstanding Retail Shares
|
$
|
949,151
|
||
Shares issued (Unlimited number of beneficial
|
||||
interest authorized, $0.01 par value)
|
81,718
|
|||
Net asset value, offering price and redemption price per share
|
$
|
11.61
|
STATEMENT OF OPERATIONS
|
For the Six Months Ended April 30, 2023 (Unaudited)
|
Investment income:
|
||||
Dividends (net of foreign taxes withheld of $19,367)
|
$
|
222,761
|
||
Interest
|
13,036
|
|||
Total investment income
|
235,797
|
|||
Expenses:
|
||||
Investment advisory fees (Note 4)
|
235,964
|
|||
Administration and fund accounting fees (Note 4)
|
65,728
|
|||
Transfer agent fees and expenses
|
32,072
|
|||
Federal and state registration fees
|
20,840
|
|||
Custody fees
|
18,464
|
|||
Legal fees
|
11,177
|
|||
Audit fees
|
9,412
|
|||
Trustees’ fees and expenses
|
8,648
|
|||
Compliance expense
|
7,783
|
|||
Reports to shareholders
|
1,488
|
|||
Distribution fees (Note 5)
|
||||
Distribution fees – Retail Shares
|
1,075
|
|||
Other
|
6,893
|
|||
Total expenses before reimbursement from advisor
|
419,544
|
|||
Expense reimbursement from advisor (Note 4)
|
(182,505
|
)
|
||
Net expenses
|
237,039
|
|||
Net investment loss
|
(1,242
|
)
|
||
Realized and unrealized gain (loss) on investments:
|
||||
Net realized loss on transactions from:
|
||||
Investments
|
(5,997,617
|
)
|
||
Foreign currency related transactions
|
(21,941
|
)
|
||
Net change in unrealized appreciation on:
|
||||
Investments
|
12,740,144
|
|||
Foreign currency related transactions
|
5,020,273
|
|||
Net realized and unrealized gain on investments
|
11,740,859
|
|||
Net increase in net assets resulting from operations
|
$
|
11,739,617
|
STATEMENTS OF CHANGES IN NET ASSETS
|
Six Months Ended
|
||||||||
April 30, 2023
|
Year Ended
|
|||||||
(Unaudited)
|
October 31, 2022
|
|||||||
Operations:
|
||||||||
Net investment loss
|
$
|
(1,242
|
)
|
$
|
(149,512
|
)
|
||
Net realized loss on investments
|
(6,019,558
|
)
|
(4,104,996
|
)
|
||||
Net change in unrealized appreciation
|
||||||||
(depreciation) on investments
|
17,760,417
|
(23,496,438
|
)
|
|||||
Net increase (decrease) in net assets
|
||||||||
resulting from operations
|
11,739,617
|
(27,750,946
|
)
|
|||||
Distributions to Shareholders From:
|
||||||||
Distributed earnings
|
||||||||
Investor class shares
|
—
|
(7,565
|
)
|
|||||
Institutional shares
|
—
|
(678,739
|
)
|
|||||
Total distributions
|
—
|
(686,304
|
)
|
|||||
Capital Share Transactions:
|
||||||||
Proceeds from shares sold
|
||||||||
Retail shares
|
251,495
|
201,718
|
||||||
Institutional shares
|
7,176,519
|
23,045,651
|
||||||
Proceeds from shares issued to
|
||||||||
holders in reinvestment of dividends
|
||||||||
Retail shares
|
—
|
7,445
|
||||||
Institutional shares
|
—
|
653,292
|
||||||
Cost of shares redeemed
|
||||||||
Retail Shares
|
(44,824
|
)
|
(65,608
|
)
|
||||
Institutional shares
|
(20,900,516
|
)
|
(15,312,108
|
)
|
||||
Net increase (decrease) in net assets
|
||||||||
from capital share transactions
|
(13,517,326
|
)
|
8,530,390
|
|||||
Total decrease in net assets
|
(1,777,709
|
)
|
(19,906,860
|
)
|
||||
Net Assets:
|
||||||||
Beginning of period
|
45,833,097
|
65,739,957
|
||||||
End of period
|
$
|
44,055,388
|
$
|
45,833,097
|
STATEMENTS OF CHANGES IN NET ASSETS (Continued)
|
Six Months Ended
|
||||||||
April 30, 2023
|
Year Ended
|
|||||||
(Unaudited)
|
October 31, 2022
|
|||||||
Changes in Shares Outstanding:
|
||||||||
Shares sold
|
||||||||
Retail shares
|
22,795
|
18,435
|
||||||
Institutional shares
|
666,773
|
2,132,845
|
||||||
Proceeds from shares issued to holders
|
||||||||
in reinvestment of dividends
|
||||||||
Retail shares
|
—
|
524
|
||||||
Institutional shares
|
—
|
48,644
|
||||||
Shares redeemed
|
||||||||
Retail shares
|
(4,063
|
)
|
(5,477
|
)
|
||||
Institutional shares
|
(1,933,445
|
)
|
(1,470,326
|
)
|
||||
Net increase (decrease) in shares outstanding
|
(1,247,940
|
)
|
724,645
|
FINANCIAL HIGHLIGHTS
|
Six Months
|
Year
|
Year
|
Year
|
Year
|
||||||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||||||
April 30, 2023
|
October 31,
|
October 31,
|
October 31,
|
October 31,
|
||||||||||||||||
(Unaudited)
|
2022
|
2021
|
2020
|
2019
|
||||||||||||||||
Net Asset Value –
|
||||||||||||||||||||
Beginning of Period
|
$
|
8.74
|
$
|
14.54
|
$
|
11.11
|
$
|
10.23
|
$
|
9.15
|
||||||||||
Income from
|
||||||||||||||||||||
Investment Operations:
|
||||||||||||||||||||
Net investment
|
||||||||||||||||||||
income/(loss)1
|
—
|
(0.03
|
)
|
(0.07
|
)
|
(0.05
|
)
|
0.09
|
||||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain (loss) on investments
|
2.27
|
(5.62
|
)
|
3.50
|
1.48
|
0.99
|
||||||||||||||
Total from
|
||||||||||||||||||||
investment operations
|
2.27
|
(5.65
|
)
|
3.43
|
1.43
|
1.08
|
||||||||||||||
Less Distributions:
|
||||||||||||||||||||
Dividends from net
|
||||||||||||||||||||
investment income
|
—
|
(0.15
|
)
|
—
|
(0.55
|
)
|
—
|
|||||||||||||
Total distributions
|
—
|
(0.15
|
)
|
—
|
(0.55
|
)
|
—
|
|||||||||||||
Net Asset Value –
|
||||||||||||||||||||
End of Period
|
$
|
11.01
|
$
|
8.74
|
$
|
14.54
|
$
|
11.11
|
$
|
10.23
|
||||||||||
Total Return
|
25.97
|
%^ |
(39.22
|
)%
|
30.87
|
%
|
14.68
|
%
|
11.80
|
%
|
||||||||||
Ratios and Supplemental Data:
|
||||||||||||||||||||
Net assets, end of
|
||||||||||||||||||||
period (thousands)
|
$
|
43,106
|
$
|
45,252
|
$
|
64,979
|
$
|
17,329
|
$
|
7,069
|
||||||||||
Ratio of operating expenses
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before reimbursements
|
1.78
|
%+
|
1.74
|
%
|
1.88
|
%
|
6.48
|
%
|
4.57
|
%
|
||||||||||
After reimbursements
|
1.00
|
%+
|
1.00
|
%
|
1.00
|
%
|
1.00
|
%
|
1.00
|
%
|
||||||||||
Ratio of net investment income
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before reimbursements
|
(0.78
|
)%+
|
(1.02
|
)%
|
(1.36
|
)%
|
(5.94
|
)%
|
(2.63
|
)%
|
||||||||||
After reimbursements
|
0.00
|
%+
|
(0.28
|
)%
|
(0.48
|
)%
|
(0.46
|
)%
|
0.94
|
%
|
||||||||||
Portfolio turnover rate2
|
26
|
%^ |
32
|
%
|
46
|
%
|
224
|
%
|
81
|
%
|
+
|
Annualized
|
^
|
Not Annualized
|
1
|
The net investment income per share was calculated using the average shares outstanding method.
|
2
|
Portfolio turnover was calculated on the basis of the Fund as a whole. The rate presented represents portfolio turnover for the entire fiscal year.
|
FINANCIAL HIGHLIGHTS
|
Six Months
|
Year
|
Year
|
Year
|
Year
|
||||||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||||||
April 30, 2023
|
October 31,
|
October 31,
|
October 31,
|
October 31,
|
||||||||||||||||
(Unaudited)
|
2022
|
2021
|
2020
|
2019
|
||||||||||||||||
Net Asset Value –
|
||||||||||||||||||||
Beginning of Period
|
$
|
9.22
|
$
|
15.38
|
$
|
11.79
|
$
|
10.20
|
$
|
9.15
|
||||||||||
Income from
|
||||||||||||||||||||
Investment Operations:
|
||||||||||||||||||||
Net investment
|
||||||||||||||||||||
income/(loss)1
|
(0.01
|
)
|
(0.06
|
)
|
(0.11
|
)
|
(0.08
|
)
|
0.07
|
|||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain (loss) on investments
|
2.40
|
(5.95
|
)
|
3.70
|
1.67
|
0.98
|
||||||||||||||
Total from
|
||||||||||||||||||||
investment operations
|
2.39
|
(6.01
|
)
|
3.59
|
1.59
|
1.05
|
||||||||||||||
Less Distributions:
|
||||||||||||||||||||
Distributions from
|
||||||||||||||||||||
net realized gains
|
—
|
(0.15
|
)
|
—
|
—
|
—
|
||||||||||||||
Total distributions
|
—
|
(0.15
|
)
|
—
|
—
|
—
|
||||||||||||||
Net Asset Value –
|
||||||||||||||||||||
End of Period
|
$
|
11.61
|
$
|
9.22
|
$
|
15.38
|
$
|
11.79
|
$
|
10.20
|
||||||||||
Total Return
|
26.03
|
%^ |
(39.42
|
)%
|
30.45
|
%
|
15.59
|
%^ |
11.48
|
%
|
||||||||||
Ratios and Supplemental Data:
|
||||||||||||||||||||
Net assets, end of
|
||||||||||||||||||||
period (thousands)
|
$
|
949
|
$
|
581
|
$
|
761
|
$
|
327
|
$
|
2,479
|
||||||||||
Ratio of operating expenses
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before reimbursements
|
2.03
|
%+
|
1.99
|
%
|
2.18
|
%
|
7.30
|
%+
|
4.88
|
%
|
||||||||||
After reimbursements
|
1.25
|
%+
|
1.25
|
%
|
1.25
|
%
|
1.25
|
%+
|
1.25
|
%
|
||||||||||
Ratio of net investment
|
||||||||||||||||||||
income to average net assets:
|
||||||||||||||||||||
Before reimbursements
|
(0.91
|
)%+
|
(1.27
|
)%
|
(1.68
|
)%
|
(6.84
|
)%+
|
(2.87
|
)%
|
||||||||||
After reimbursements
|
(0.13
|
)%+
|
(0.53
|
)%
|
(0.75
|
)%
|
(0.79
|
)%+
|
0.76
|
%
|
||||||||||
Portfolio turnover rate2
|
26
|
%^ |
32
|
%
|
46
|
%
|
224
|
%^ |
81
|
%
|
+
|
Annualized
|
^
|
Not Annualized
|
1
|
The net investment income/(loss) per share was calculated using the average shares outstanding method.
|
2
|
Portfolio turnover was calculated on the basis of the Fund as a whole. The rate presented represents portfolio turnover for the entire fiscal year.
|
NOTES TO FINANCIAL STATEMENTS
|
at April 30, 2023 (Unaudited)
|
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.
|
||
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
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at April 30, 2023 (Unaudited)
|
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. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
|
||
The Fund distributes substantially all of its net investment income, if any, 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.
|
|
G.
|
Foreign Currency: Values of investments denominated in foreign currencies are converted into U.S. dollars using the spot market rate of exchange at
the time of valuation. Purchases and sales of investments and income are translated into U.S. dollars using the spot market rate of exchange prevailing on the respective dates of such transactions. The Fund does not isolate the portion of
the results of operations resulting from fluctuations in foreign exchange rates on investments from fluctuations resulting from changes in the market prices of securities held. Such fluctuations are included with the net realized and
unrealized gain/loss on investments. Foreign investments present additional risks due to currency fluctuations, economic and political factors, lower liquidity, government regulations, differences in accounting standards, and other
factors.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at April 30, 2023 (Unaudited)
|
H.
|
Events Subsequent to the Fiscal Year End: In preparing the financial statements as of April 30, 2023, and through the date the financial statements
were available to be issued, 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.
|
|
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 April 30, 2023 (Unaudited)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at April 30, 2023 (Unaudited)
|
Common Stocks
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Communication Services
|
$
|
1,009,709
|
$
|
2,251,083
|
$
|
—
|
$
|
3,260,792
|
||||||||
Consumer Discretionary
|
4,199,350
|
6,754,171
|
—
|
10,953,521
|
||||||||||||
Energy
|
1,967,527
|
—
|
—
|
1,967,527
|
||||||||||||
Financials
|
1,190,963
|
2,298,915
|
—
|
3,489,878
|
||||||||||||
Health Care
|
1,138,003
|
6,433,945
|
—
|
7,571,948
|
||||||||||||
Industrials
|
—
|
8,771,650
|
—
|
8,771,650
|
||||||||||||
Information Technology
|
863,368
|
6,226,794
|
—
|
7,090,162
|
||||||||||||
Total Common Stocks
|
10,368,920
|
32,736,558
|
—
|
43,105,478
|
||||||||||||
Short-Term Investments
|
928,945
|
—
|
—
|
928,945
|
||||||||||||
Total Investments in Securities
|
$
|
11,297,865
|
$
|
32,736,558
|
$
|
—
|
$
|
44,034,423
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at April 30, 2023 (Unaudited)
|
Institutional Shares
|
1.00%
|
||
Retail Shares
|
1.25%
|
10/31/2023
|
10/31/2024
|
10/31/2025
|
4/30/2026
|
Total
|
||
$332,022
|
$406,289
|
$387,648
|
$182,505
|
$1,308,464
|
Administration & fund accounting
|
$65,728
|
Custody
|
$18,464
|
Transfer agency
|
$32,072
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at April 30, 2023 (Unaudited)
|
Administration & fund accounting
|
$22,574
|
Custody
|
$ 9,893
|
Transfer agency
|
$11,005
|
Compliance
|
$ 5,309
|
Purchases
|
Sales
|
||
International Growth Fund
|
$12,075,271
|
$25,861,431
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at April 30, 2023 (Unaudited)
|
Cost of investments(a)
|
$
|
62,714,158
|
||||
Gross unrealized appreciation
|
2,076,234
|
|||||
Gross unrealized depreciation
|
(18,681,887
|
)
|
||||
Net unrealized appreciation
|
(16,605,653
|
)
|
||||
Undistributed ordinary income
|
—
|
|||||
Undistributed long-term capital gain
|
—
|
|||||
Total distributable earnings
|
—
|
|||||
Other accumulated gains/(losses)
|
(3,026,055
|
)
|
||||
Total accumulated earnings/(losses)
|
$
|
(19,631,708
|
)
|
(a)
|
The difference between the book basis and tax basis net unrealized appreciation and cost is attributable primarily to wash sales.
|
Capital
|
Ordinary Late Year Loss
|
||
$ —
|
$117,723
|
Year Ended
|
Year Ended
|
||||||||
October 31, 2022
|
October 31, 2021
|
||||||||
Ordinary income
|
$
|
—
|
$
|
—
|
|||||
Long-term capital gains
|
686,304
|
—
|
|||||||
$
|
686,304
|
$
|
—
|
Total Distributable
|
Paid-In
|
||
Earnings/(Loss)
|
Capital
|
||
$335,204
|
$(335,204)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at April 30, 2023 (Unaudited)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at April 30, 2023 (Unaudited)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
at April 30, 2023 (Unaudited)
|
EXPENSE EXAMPLE
|
April 30, 2023 (Unaudited)
|
EXPENSE EXAMPLE (Continued)
|
April 30, 2023 (Unaudited)
|
Beginning
|
Ending
|
Expenses Paid
|
|
Account Value
|
Account Value
|
During Period(1)
|
|
11/1/22
|
4/30/23
|
11/1/22 – 4/30/23
|
|
Actual
|
|||
Institutional Shares
|
$1,000.00
|
$1,259.70
|
$5.60
|
Retail Shares
|
$1,000.00
|
$1,260.30
|
$7.01
|
Hypothetical (5% return
|
|||
before expenses)
|
|||
Institutional Shares
|
$1,000.00
|
$1,019.84
|
$5.01
|
Retail Shares
|
$1,000.00
|
$1,018.60
|
$6.26
|
(1)
|
Expenses are equal to the Institutional and Retail Shares’ annualized expense ratio of 1.00% and 1.25%, respectively, multiplied by the average account value over the period, multiplied by
181/365 (to reflect the period).
|
NOTICE TO SHAREHOLDERS
|
at April 30, 2023 (Unaudited)
|
Hardman Johnston International Growth Fund
|
0.00%
|
Hardman Johnston International Growth Fund
|
0.00%
|
STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM
|
APPROVAL OF INVESTMENT ADVISORY AGREEMENT AND
|
INVESTMENT SUB-ADVISORY AGREEMENT
|
(Unaudited)
|
APPROVAL OF INVESTMENT ADVISORY AGREEMENT AND
|
INVESTMENT SUB-ADVISORY AGREEMENT (Continued)
|
(Unaudited)
|
APPROVAL OF INVESTMENT ADVISORY AGREEMENT AND
|
INVESTMENT SUB-ADVISORY AGREEMENT (Continued)
|
(Unaudited)
|
APPROVAL OF INVESTMENT ADVISORY AGREEMENT AND
|
INVESTMENT SUB-ADVISORY AGREEMENT (Continued)
|
(Unaudited)
|
NOTICE OF PRIVACY POLICY & PRACTICES
|
(b)
|
Not Applicable.
|
(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
(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 second 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.
Not applicable.
|
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 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 material, or not, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: 07/03/2023
|
/s/Scott M. Ostrowski
Scott M. Ostrowski President/Principal Executive Officer |
6.
|
I have reviewed this report on Form N-CSR of Manager Directed Portfolios;
|
7.
|
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;
|
8.
|
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;
|
9.
|
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:
|
(e)
|
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;
|
(f)
|
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;
|
(g)
|
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
|
(h)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during 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
|
10.
|
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):
|
(c)
|
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
|
(d)
|
Any fraud, whether material, or not, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: 07/03/2023
|
/s/Ryan Frank
Ryan Frank Treasurer/Principal Financial Officer
|
/s/Scott M. Ostrowski
Scott M. Ostrowski
President/Principal Executive Officer,
Manager Directed Portfolios
|
/s/Ryan Frank
Ryan Frank
Treasurer/Principal Financial Officer,
Manager Directed Portfolios
|
Dated: 07/03/2023
|
Dated: 07/03/2023
|
'!A8VME="!B96=I;CTB[[N_(B!I9#TB5S5-,$UP
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