0001145549-23-045918.txt : 20230802 0001145549-23-045918.hdr.sgml : 20230802 20230802170204 ACCESSION NUMBER: 0001145549-23-045918 CONFORMED SUBMISSION TYPE: N-CEN/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230331 FILED AS OF DATE: 20230802 DATE AS OF CHANGE: 20230802 EFFECTIVENESS DATE: 20230802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Manager Directed Portfolios CENTRAL INDEX KEY: 0001359057 IRS NUMBER: 571138125 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: N-CEN/A SEC ACT: 1940 Act SEC FILE NUMBER: 811-21897 FILM NUMBER: 231136756 BUSINESS ADDRESS: STREET 1: C/O U.S. BANCORP FUND SERVICES, LLC STREET 2: 615 E. MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 9522306140 MAIL ADDRESS: STREET 1: C/O U.S. BANCORP FUND SERVICES, LLC STREET 2: 615 E. MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: Roxbury Funds DATE OF NAME CHANGE: 20060411 0001359057 S000055882 Pemberwick Fund C000176027 Pemberwick Fund Shares N-CEN/A 1 primary_doc.xml X0404 N-CEN/A 0001145549-23-036646 LIVE 0001359057 XXXXXXXX false false false N-1A S000055882 true Manager Directed Portfolios 811-21897 0001359057 549300J0JL5T81OQ6O93 615 E. Michigan Street Milwaukee 53202 US-WI US 4145163087 U.S. Bank N.A. 1555 North River Center Drive Suite 302 Milwaukee 53212 8336121912 Custody Records U.S. Bancorp Fund Services LLC 615 East Michigan Street 3rd Floor Milwaukee 53202 8336121912 Fund Adminstration Transfer Agent and Fund Accounting Records Quasar Distributors LLC 111 East Kilbourne Avenue Suite 2200 Milwaukee 53202 8662516920 Distributor and Underwriter Records ALPS Distributor, Inc. 11290 Broadway Suite 1000 Denver 80203 3036232577 Distributor and Underwriter Records Vigilant Distributors 223 Wilmington West Chester Pike Gateway Corporate Center Suite 216 Chadds Ford 19317 8886467886 Distributor and Underwriter Records N N N N-1A 9 Y Scott Craven Jones N/A N Gaylord Brickwood Lyman Jr. N/A N Lawrence T. Greenberg N/A N James Robert Schoenike 001041981 N Jill Silver N/A C/O U.S. BANCORP FUND SERVICES LLC 622 North Cass Street Milwaukee 53202 XXXXXX N N N N N N Quasar Distributors LLC 8-52323 000103848 N/A N ALPS Distributors, Inc. 8-34626 000016853 N/A N Vigilant Distributors LLC 8-69854 000285573 N/A N N Cohen & Company Ltd. 00925 N/A Y N N N N N N Pemberwick Fund S000055882 5493009II7H4BJZX1I59 N 1 0 0 N/A Y N N N N/A N/A N/A Rule 12d1-1 (17 CFR 270.12d1-1) Rule 32a-4 (17 CFR 270.32a-4) N N N N Pemberwick Investment Advisors, LLC 801-70231 000149639 N/A N J.P. Morgan Investment Management Inc. 801-21011 000107038 549300W78QHV4XMM6K69 N N U.S. Bancorp Fund Services LLC 85-11357 N1GZ7BBF3NP8GI976H15 N N N Intercontinental Exchange Inc. 5493000F4O33MV32P92 N N U.S. Bank N.A. 6BYL5QZYBDK8S7L73M02 N N Bank - section 17(f)(1) (15 U.S.C. 80a-17(f)(1)) N N U.S. Bancorp Fund Services LLC N1GZ7BBF3NP8GI976H15 N N N 0.000000000000 BNY Mellon Capital Markets LLC 8-35255 000017454 VJW2DOOHGDT6PR0ZRO63 144172124.000000000000 Mizuho Securities USA LLC 8-37710 000119647 7TK5RJIZDFROZCA6XF66 94554829.000000000000 Wells Fargo Securities LLC 8-65876 000126292 VYVVCKR63DVZZN70PB21 7578779.000000000000 Oppenheimer & Co., Inc. 8-4077 000000249 254900VH02JQR2L8XD64 6377367.000000000000 Goldman Sachs & Co. LLC 8-129 000000361 FOR8UP27PHTHYVLBNG30 6031088.000000000000 BofA Securities, Inc. 8-69787 000283942 549300HN4UKV1E2R3U73 4294316.000000000000 Morgan Stanley & Co. LLC 8-15869 000008209 9R7GPTSO7KV3UQJZQ078 3588862.000000000000 Citigroup Global Markets, Inc. 8-8177 000007059 MBNUM2BPBDO7JBLYG310 2973085.000000000000 Marketaxess Corporation 8-52564 000104103 N/A 2517553.000000000000 Millenium Advisors LLC 8-68349 000151236 254900E1P6Z2XZYSA163 1481480.000000000000 981173640.000000000000 N 286466030.000000000000 N N N N true INTERNAL CONTROL RPT 2 pemberwick.htm
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders of Pemberwick Fund and
Board of Trustees of Manager Directed Portfolios

In planning and performing our audit of the financial statements of Pemberwick Fund (the “Fund”), a series of Manager Directed Portfolios, as of and for the year ended March 31, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N‐CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A fund’s internal control over financial reporting is a process designed 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 (GAAP). A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Fund’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of March 31, 2023.
 
This report is intended solely for the information and use of management and the Board of Trustees of the Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

      /s/ COHEN & COMPANY, LTD.

COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
May 30, 2023