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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21897
Manager
Directed Portfolios
(Exact name of registrant as specified in charter)
615 East
Michigan Street Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
Ryan Frank, President
Manager Directed Portfolios
c/o U.S. Bank Global Fund Services
777 East Wisconsin Avenue, 6th Floor
Milwaukee,
WI 53202
(Name and address of agent for service)
(414) 516-1519
Registrant’s telephone number, including area
code
Date of fiscal year end: October
31, 2025
Date of reporting period: April
30, 2025
Item 1. Reports to Stockholders.
|
|
|
|
Hardman Johnston International Growth Fund
|
|
Retail Shares | HJIRX
|
Semi-Annual Shareholder Report | April 30, 2025
|
This semi-annual shareholder report contains important information about the Hardman Johnston International Growth Fund (the “Fund”) for the period of November 1, 2024, to April 30, 2025. You can find additional information about the Fund at https://hardmanjohnstonfunds.com/literature/. You can also request this information by contacting us at 1-833-627-6668.
|
|
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
Retail Shares
|
$64
|
%
|
KEY FUND STATISTICS (as of April 30, 2025)
|
|
Net Assets
|
$71,826,562
|
Number of Holdings
|
27
|
Net Advisory Fee Paid
|
$121,669
|
Portfolio Turnover Rate
|
35%
|
WHAT DID THE FUND INVEST IN? (as of April 30, 2025)
|
|
Top Sectors*
|
(% of Net Assets)
|
Industrials
|
30.7%
|
Consumer Discretionary
|
16.8%
|
Health Care
|
16.7%
|
Financials
|
14.6%
|
Information Technology
|
12.6%
|
Communication Services
|
5.1%
|
Cash & Other
|
3.5%
|
* |
The Global Industry Classification Standard (“GICS®”) was developed by and/or is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services. |
For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, scan the QR code above or visit https://hardmanjohnstonfunds.com/literature/.
Hardman Johnston International Growth Fund
|
PAGE 1
|
TSR-SAR-56170L877 |
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Fund documents not be householded, please contact the Fund at 1-833-627-6668, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by the Fund or your financial intermediary.
Hardman Johnston International Growth Fund
|
PAGE 2
|
TSR-SAR-56170L877 |
|
|
|
|
Hardman Johnston International Growth Fund
|
|
Institutional Shares | HJIGX
|
Semi-Annual Shareholder Report | April 30, 2025
|
This semi-annual shareholder report contains important information about the Hardman Johnston International Growth Fund (the “Fund”) for the period of November 1, 2024, to April 30, 2025. You can find additional information about the Fund at https://hardmanjohnstonfunds.com/literature/. You can also request this information by contacting us at 1-833-627-6668.
|
|
|
Class Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
Institutional Shares
|
$52
|
%
|
KEY FUND STATISTICS (as of April 30, 2025)
|
|
Net Assets
|
$71,826,562
|
Number of Holdings
|
27
|
Net Advisory Fee Paid
|
$121,669
|
Portfolio Turnover Rate
|
35%
|
WHAT DID THE FUND INVEST IN? (as of April 30, 2025)
|
|
Top Sectors*
|
(% of Net Assets)
|
Industrials
|
30.7%
|
Consumer Discretionary
|
16.8%
|
Health Care
|
16.7%
|
Financials
|
14.6%
|
Information Technology
|
12.6%
|
Communication Services
|
5.1%
|
Cash & Other
|
3.5%
|
* |
The Global Industry Classification Standard (“GICS®”) was developed by and/or is the exclusive property of MSCI, Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services. |
For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, scan the QR code above or visit https://hardmanjohnstonfunds.com/literature/.
Hardman Johnston International Growth Fund
|
PAGE 1
|
TSR-SAR-56170L885 |
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Fund documents not be householded, please contact the Fund at 1-833-627-6668, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by the Fund or your financial intermediary.
Hardman Johnston International Growth Fund
|
PAGE 2
|
TSR-SAR-56170L885 |
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial
Expert.
Not applicable for semi-annual reports.
Item 4.
Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5.
Audit Committee of Listed Registrants.
Not applicable.
Item 6.
Investments.
|
(a) |
Schedule of Investments is included as part of the financial statements filed under Item 7 of this Form. |
Item 7.
Financial Statements and Financial Highlights for Open-End Investment Companies.
Hardman
Johnston
International
Growth Fund
Retail
Shares HJIRX
Institutional
Shares HJIGX
Core Financial
Statements
April
30, 2025 (Unaudited)
TABLE OF CONTENTS
Hardman
Johnston International Growth Fund
Schedule
of Investments
April 30,
2025 (Unaudited)
|
|
|
|
|
|
|
COMMON
STOCKS - 96.5%
|
|
|
|
|
|
|
Communication
Services - 5.1%
|
|
|
|
|
|
|
Deutsche
Telekom AG |
|
|
102,850 |
|
|
$3,694,115
|
Consumer
Discretionary - 16.8%
|
|
|
|
|
|
|
LVMH
Moet Hennessy Louis Vuitton SE |
|
|
4,792 |
|
|
2,654,427
|
MercadoLibre,
Inc.(a) |
|
|
942 |
|
|
2,195,661
|
Prosus
NV |
|
|
79,215 |
|
|
3,713,962
|
Suzuki
Motor Corp. |
|
|
293,700 |
|
|
3,519,603
|
|
|
|
|
|
|
12,083,653
|
Financials
- 14.6%
|
|
|
|
|
|
|
Commerzbank
AG |
|
|
89,840 |
|
|
2,377,843
|
HDFC
Bank Ltd. - ADR |
|
|
28,535 |
|
|
2,074,209
|
ICICI
Bank Ltd. - ADR |
|
|
71,610 |
|
|
2,403,232
|
Standard
Chartered PLC |
|
|
249,740 |
|
|
3,597,051
|
|
|
|
|
|
|
10,452,335
|
Health
Care - 16.7%
|
|
|
|
|
|
|
AstraZeneca
PLC |
|
|
23,650 |
|
|
3,388,242
|
Genmab
AS(a) |
|
|
2,350 |
|
|
498,291
|
Novo
Nordisk AS |
|
|
24,050 |
|
|
1,608,020
|
Sandoz
Group AG |
|
|
72,250 |
|
|
3,133,820
|
UCB
SA |
|
|
18,410 |
|
|
3,375,272
|
|
|
|
|
|
|
12,003,645
|
Industrials
- 30.7%(b)
|
|
|
|
|
|
|
Airbus
SE |
|
|
21,315 |
|
|
3,616,951
|
Hitachi
Ltd. |
|
|
89,000 |
|
|
2,199,681
|
Leonardo
SpA |
|
|
34,244 |
|
|
1,780,286
|
Mitsubishi
Heavy Industries Ltd. |
|
|
183,516 |
|
|
3,617,623
|
Nexans
SA |
|
|
14,680 |
|
|
1,612,721
|
Prysmian
SpA |
|
|
23,695 |
|
|
1,301,618
|
Rheinmetall
AG |
|
|
2,464 |
|
|
4,196,319
|
Safran
SA |
|
|
13,969 |
|
|
3,717,422
|
|
|
|
|
|
|
22,042,621
|
Information
Technology - 12.6%
|
|
|
|
|
|
|
ASML
Holding NV |
|
|
4,630 |
|
|
3,099,514
|
Atlassian
Corp. - Class A(a) |
|
|
4,882 |
|
|
1,114,609
|
Infineon
Technologies AG |
|
|
54,900 |
|
|
1,818,453
|
Taiwan
Semiconductor Manufacturing Co. Ltd. |
|
|
105,500 |
|
|
2,989,296
|
|
|
|
|
|
|
9,021,872
|
TOTAL
COMMON STOCKS
(Cost
$51,764,040) |
|
|
|
|
|
69,298,241
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHORT-TERM
INVESTMENTS - 4.7%
|
|
|
|
|
|
|
Money
Market Funds - 4.7%
|
|
|
|
|
|
|
First
American Government Obligations Fund - Class X, 4.25%(c) |
|
|
3,406,014 |
|
|
$3,406,014
|
TOTAL
SHORT-TERM INVESTMENTS
(Cost
$3,406,014) |
|
|
|
|
|
3,406,014
|
TOTAL
INVESTMENTS - 101.2%
(Cost
$55,170,054) |
|
|
|
|
|
$72,704,255
|
Liabilities
in Excess of Other Assets - (1.2)% |
|
|
|
|
|
(877,693)
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
|
$71,826,562 |
|
|
|
|
|
|
|
Percentages
are stated as a percent of net assets.
The
Global Industry Classification Standard (“GICS®”) was developed by and/or is the exclusive property of MSCI,
Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”). GICS® is
a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.
ADR
- American Depositary Receipt
PLC
- Public Limited Company
(a)
|
Non-income producing
security. |
(b)
|
To the extent that
the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments
that significantly affect those industries or sectors. |
(c)
|
The rate shown
represents the 7-day annualized effective yield as of April 30, 2025. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
HARDMAN
JOHNSTON INTERNATIONAL GROWTH FUND
STATEMENT
OF ASSETS AND LIABILITIES
April 30,
2025 (Unaudited)
|
|
|
|
ASSETS:
|
|
|
|
Investments,
at value |
|
|
$72,704,255 |
Receivables:
|
|
|
|
Dividends |
|
|
174,012
|
Dividend
tax reclaims |
|
|
50,492
|
Fund
shares sold |
|
|
10,595
|
Interest |
|
|
8,662
|
Prepaid
expenses and other assets |
|
|
26,853
|
Total
assets |
|
|
72,974,869
|
LIABILITIES:
|
|
|
|
Payables:
|
|
|
|
Investments
purchased |
|
|
1,024,667
|
Fund
shares redeemed |
|
|
50,142
|
Advisory
fees |
|
|
22,572
|
Administration
and fund accounting fees |
|
|
19,917
|
Transfer
agent fees and expenses |
|
|
10,779
|
Custody
fees |
|
|
2,530
|
Compliance
fees |
|
|
2,095
|
Distribution
fees |
|
|
1,772
|
Other
accrued expenses |
|
|
13,833
|
Total
liabilities |
|
|
1,148,307
|
NET
ASSETS |
|
|
$71,826,562
|
Net
Assets Consists of:
|
|
|
|
Paid-in
capital |
|
|
$67,847,752
|
Total
distributable earnings |
|
|
3,978,810
|
Total
net assets |
|
|
$71,826,562
|
Institutional
Shares
|
|
|
|
Net
assets |
|
|
$70,988,144
|
Shares
issued and outstanding(a) |
|
|
5,331,290
|
Net
asset value per share |
|
|
$13.32
|
Retail
Shares
|
|
|
|
Net
assets |
|
|
$838,418
|
Shares
issued and outstanding(a) |
|
|
59,872
|
Net
asset value per share |
|
|
$14.00
|
Cost:
|
|
|
|
Investments,
at cost |
|
|
$55,170,054 |
|
|
|
|
(a)
|
Unlimited shares authorized
without par value. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
HARDMAN
JOHNSTON INTERNATIONAL GROWTH FUND
STATEMENT
OF OPERATIONS
For
the Period Ended April 30, 2025 (Unaudited)
|
|
|
|
INVESTMENT
INCOME:
|
|
|
|
Dividend
income |
|
|
$639,749
|
Less:
Dividend withholding taxes |
|
|
(55,869)
|
Less:
Issuance fees |
|
|
(302)
|
Interest
income |
|
|
49,251
|
Total
investment income |
|
|
632,829
|
EXPENSES:
|
|
|
|
Investment
advisory fees (Note 4) |
|
|
321,182
|
Administration
and fund accounting fees (Note 4) |
|
|
69,183
|
Transfer
agent fees |
|
|
37,602
|
Federal
and state registration fees |
|
|
19,093
|
Legal
fees |
|
|
18,420
|
Custody
fees |
|
|
17,394
|
Trustees’
fees |
|
|
11,270
|
Audit
fees |
|
|
10,326
|
Compliance
fees |
|
|
6,154
|
Reports
to shareholders |
|
|
2,878
|
Distribution
expenses - Retail Shares (Note 5) |
|
|
985
|
Other
expenses and fees |
|
|
7,193
|
Total
expenses before reimbursement from advisor |
|
|
521,680
|
Expense
reimbursement from advisor (Note 4) |
|
|
(199,513)
|
Net
expenses |
|
|
322,167
|
Net
investment income |
|
|
310,662
|
REALIZED
AND UNREALIZED GAIN (LOSS):
|
|
|
|
Net
realized gain (loss) from:
|
|
|
|
Investments |
|
|
1,131,727
|
Foreign
currency related translation |
|
|
(19,962)
|
Net
realized gain |
|
|
1,111,765
|
Net
change in unrealized appreciation on:
|
|
|
|
Investments |
|
|
3,692,533
|
Foreign
currency related translation |
|
|
12,253
|
Net
change in unrealized appreciation |
|
|
3,704,786
|
Net
realized and unrealized gain |
|
|
4,816,551
|
NET
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$5,127,213 |
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
HARDMAN
JOHNSTON INTERNATIONAL GROWTH FUND
STATEMENTS
OF CHANGES IN NET ASSETS
|
|
|
|
|
|
|
OPERATIONS:
|
|
|
|
|
|
|
Net
investment income |
|
|
$310,662 |
|
|
$185,921
|
Net
realized gain (loss) |
|
|
1,111,765 |
|
|
(2,747,781)
|
Net
change in unrealized appreciation |
|
|
3,704,786 |
|
|
14,278,355
|
Net
increase in net assets from operations |
|
|
5,127,213 |
|
|
11,716,495
|
DISTRIBUTIONS
TO SHAREHOLDERS:
|
|
|
|
|
|
|
From
distributable earnings - Institutional Shares |
|
|
(136,944) |
|
|
—
|
Total
distributions to shareholders |
|
|
(136,944) |
|
|
—
|
CAPITAL
TRANSACTIONS:
|
|
|
|
|
|
|
Proceeds
from shares sold
|
|
|
|
|
Institutional |
|
|
15,837,206 |
|
|
12,183,366
|
Retail |
|
|
16,834 |
|
|
179,815
|
Proceeds
from shares issued to holders in reinvestment of dividends
|
|
|
|
|
|
|
Institutional |
|
|
125,799 |
|
|
—
|
Cost
of shares redeemed
|
|
|
|
|
|
|
Institutional |
|
|
(9,229,463) |
|
|
(10,003,532)
|
Retail |
|
|
(8,081) |
|
|
(854,492)
|
Net
increase in net assets from capital transactions |
|
|
6,742,295 |
|
|
1,505,157
|
Net
increase in net assets |
|
|
11,732,564 |
|
|
13,221,652
|
NET
ASSETS:
|
|
|
|
|
|
|
Beginning
of the period |
|
|
60,093,998 |
|
|
46,872,346
|
End
of the period |
|
|
$71,826,562 |
|
|
$60,093,998
|
SHARES
TRANSACTIONS
|
|
|
|
|
|
|
Shares
sold
|
|
|
|
|
Institutional |
|
|
1,246,773 |
|
|
1,104,515
|
Retail |
|
|
1,271 |
|
|
15,896
|
Shares
issued to holders in reinvestment of dividends
|
|
|
|
|
|
|
Institutional |
|
|
9,984 |
|
|
—
|
Shares
redeemed
|
|
|
|
|
|
|
Institutional |
|
|
(718,179) |
|
|
(909,544)
|
Retail |
|
|
(633) |
|
|
(75,372)
|
Net
increase in shares outstanding |
|
|
539,216 |
|
|
135,495 |
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
HARDMAN
JOHNSTON INTERNATIONAL GROWTH FUND
FINANCIAL
HIGHLIGHTS
INSTITUTIONAL
SHARES
For
a capital share outstanding throughout each period
|
|
|
|
|
|
|
PER
SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$12.38 |
|
|
$9.92 |
|
|
$8.74 |
|
|
$14.54 |
|
|
$11.11 |
|
|
$10.23
|
INVESTMENT
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)(a) |
|
|
0.06 |
|
|
0.04 |
|
|
(0.01) |
|
|
(0.03) |
|
|
(0.07) |
|
|
(0.05)
|
Net
realized and unrealized gain (loss) on investments |
|
|
0.91 |
|
|
2.42 |
|
|
1.19 |
|
|
(5.62) |
|
|
3.50 |
|
|
1.48
|
Total
from investment operations |
|
|
0.97 |
|
|
2.46 |
|
|
1.18 |
|
|
(5.65) |
|
|
3.43 |
|
|
1.43
|
LESS
DISTRIBUTIONS FROM:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income |
|
|
(0.03) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.55)
|
Net
realized gains |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.15) |
|
|
— |
|
|
—
|
Total
distributions |
|
|
(0.03) |
|
|
— |
|
|
— |
|
|
(0.15) |
|
|
— |
|
|
(0.55)
|
Net
asset value, end of period |
|
|
$13.32 |
|
|
$12.38 |
|
|
$9.92 |
|
|
$8.74 |
|
|
$14.54 |
|
|
$11.11
|
Total
return(c) |
|
|
7.84% |
|
|
24.80% |
|
|
13.50% |
|
|
(39.22)% |
|
|
30.87% |
|
|
14.68%
|
SUPPLEMENTAL
DATA AND RATIOS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (in thousands) |
|
|
$70,988 |
|
|
$59,324 |
|
|
$45,631 |
|
|
$45,252 |
|
|
$64,979 |
|
|
$17,329
|
Ratio
of expenses to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before
expense reimbursement/
recoupment(d) |
|
|
1.62% |
|
|
1.78%(b) |
|
|
1.82% |
|
|
1.74% |
|
|
1.88% |
|
|
6.48%
|
After
expense reimbursement/
recoupment(d) |
|
|
1.00% |
|
|
1.01%(b) |
|
|
1.00% |
|
|
1.00% |
|
|
1.00% |
|
|
1.00%
|
Ratio
of net investment income (loss) to average net assets(d) |
|
|
0.97% |
|
|
0.35%(b) |
|
|
(0.06)% |
|
|
(0.28)% |
|
|
(0.48)% |
|
|
(0.46)%
|
Portfolio
turnover rate(c) |
|
|
35% |
|
|
50% |
|
|
59% |
|
|
32% |
|
|
46% |
|
|
224% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Net investment income
per share has been calculated based on average shares outstanding during the periods. |
(b)
|
Includes borrowing
and investment-related expenses not covered by the Fund’s expense limitation agreement. The interest expense had an impact of 0.01%
on the Fund’s expense ratio. See note 4. |
(c)
|
Not annualized for
periods less than one year. |
(d)
|
Annualized for periods
less than one year. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
HARDMAN
JOHNSTON INTERNATIONAL GROWTH FUND
FINANCIAL
HIGHLIGHTS
RETAIL
SHARES
For
a capital share outstanding throughout each period
|
|
|
|
|
|
|
PER
SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$13.00 |
|
|
$10.45 |
|
|
$9.22 |
|
|
$15.38 |
|
|
$11.79 |
|
|
$10.20
|
INVESTMENT
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)(a) |
|
|
0.04 |
|
|
(0.00)(b) |
|
|
(0.03) |
|
|
(0.06) |
|
|
(0.11) |
|
|
(0.08)
|
Net
realized and unrealized gain (loss) on investments |
|
|
0.96 |
|
|
2.55 |
|
|
1.26 |
|
|
(5.95) |
|
|
3.70 |
|
|
1.67
|
Total
from investment operations |
|
|
1.00 |
|
|
2.55 |
|
|
1.23 |
|
|
(6.01) |
|
|
3.59 |
|
|
1.59
|
LESS
DISTRIBUTIONS FROM:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
realized gains |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.15) |
|
|
— |
|
|
—
|
Total
distributions |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.15) |
|
|
— |
|
|
—
|
Net
asset value, end of period |
|
|
$14.00 |
|
|
$13.00 |
|
|
$10.45 |
|
|
$9.22 |
|
|
$15.38 |
|
|
$11.79
|
Total
return(d) |
|
|
7.69% |
|
|
24.40% |
|
|
13.34% |
|
|
(39.42)% |
|
|
30.45% |
|
|
15.59%
|
SUPPLEMENTAL
DATA AND RATIOS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (in thousands) |
|
|
$838 |
|
|
$770 |
|
|
$1,241 |
|
|
$581 |
|
|
$761 |
|
|
$327
|
Ratio
of expenses to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before
expense reimbursement/
recoupment(e) |
|
|
1.87% |
|
|
2.02%(c) |
|
|
2.07% |
|
|
1.99% |
|
|
2.18% |
|
|
7.30%
|
After
expense reimbursement/
recoupment(e) |
|
|
1.25% |
|
|
1.26%(c) |
|
|
1.25% |
|
|
1.25% |
|
|
1.25% |
|
|
1.25%
|
Ratio
of net investment income (loss) to average net assets(e) |
|
|
0.65% |
|
|
(0.04)%(c) |
|
|
(0.27)% |
|
|
(0.53)% |
|
|
(0.75)% |
|
|
(0.79)%
|
Portfolio
turnover rate(d) |
|
|
35% |
|
|
50% |
|
|
59% |
|
|
32% |
|
|
46% |
|
|
224% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Net investment income
(loss) per share has been calculated based on average shares outstanding during the periods. |
(b)
|
Amount represents
less than $0.005 per share. |
(c)
|
Includes borrowing
and investment-related expenses not covered by the Fund’s expense limitation agreement. The interest expense had an impact of 0.01%
on the Fund’s expense ratio. See note 4. |
(d)
|
Not annualized for
periods less than one year. |
(e)
|
Annualized for periods
less than one year. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Hardman
Johnston International Growth Fund
NOTES
TO FINANCIAL STATEMENTS
at
April 30, 2025 (Unaudited)
NOTE
1 – ORGANIZATION
The
Hardman Johnston International Growth Fund (the “Fund”) is a series of Manager Directed Portfolios (the “Trust”).
The Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and was organized as a Delaware
statutory trust on April 4, 2006. The Fund is an open-end investment management company and is a non-diversified series of the Trust.
The Fund’s Institutional Shares commenced operations on February 14, 2018. The Fund’s Retail Shares commenced operations on
September 17, 2018. Each class of shares differs principally in its respective distribution expenses. Each class of shares has identical
rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive rights to vote on matters affecting
only individual classes. Dakota Investments LLC (the “Advisor”) serves as the investment advisor to the Fund. Hardman Johnston
Global Advisors LLC (the “Sub-Advisor”) serves as the sub-advisor to the Fund. Redwood Investments, LLC (“Redwood”)
served as the International Growth Fund’s sub-advisor from the Fund’s inception to December 31, 2019. Effective January 1,
2020, Hardman Johnston replaced Redwood as the International Growth Fund’s sub-advisor. The investment objective of the Fund is
to seek long term capital appreciation.
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES
The
following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with U.S.
generally accepted accounting principles (“GAAP”). The Fund is an investment company and accordingly follows the investment
company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
Topic 946 Financial Services – Investment Companies including FASB Accounting Update ASU 2013-08.
A.
|
Security Valuation:
All investments in securities are recorded at their estimated fair value, as described in Note 3. |
B.
|
Federal Income
Taxes: It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income
or excise tax provisions are required. |
The
Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained
assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for
unrecognized tax benefits should be recorded related to uncertain tax positions taken or expected to be taken on a tax return. The tax
return for the Fund for the current fiscal period, as well as the prior two fiscal periods, are open for examination. The Fund identifies
its major tax jurisdictions as U.S. Federal and the state of Delaware. The Fund recognizes interest and penalties, if any, related to
unrecognized tax benefits as income tax expense on the Statements of Operations. Management of the Fund is required to determine whether
a tax position taken by the Fund is more likely than not to be sustained upon examination by the applicable taxing authority. Based on
its analysis, management has concluded that the Fund does not have any unrecognized tax benefits or uncertain tax positions that would
require a provision for income tax. Accordingly, the Fund did not incur any interest or penalties for the period ended April 30, 2025.
C.
|
Securities
Transactions, Income, Expenses, 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. 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.
TABLE OF CONTENTS
Hardman
Johnston International Growth Fund
NOTES
TO FINANCIAL STATEMENTS
at
April 30, 2025 (Unaudited)(Continued)
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 on the Statement of Operations. Net
realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from foreign
currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and settle dates on securities
transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Fund’s
books and the U.S. dollar equivalent amounts actually received or paid. Foreign investments present additional risks due to currency fluctuations,
economic and political factors, lower liquidity, government regulations, differences in accounting standards, and other factors. |
H.
|
Events Subsequent
to the Fiscal Period End: In preparing the financial statements as of April 30, 2025, 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 concluded that no additional disclosures are necessary. |
NOTE
3 – SECURITIES VALUATION
The
Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a
hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used
to develop the measurements of fair value, a discussion of changes in valuation techniques and related inputs during the period, and expanded
disclosure of valuation levels for major security types. These inputs are summarized in the three broad levels listed below:
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 –
|
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. |
Following
is a description of the valuation methodologies applied to the Fund’s major categories of assets and liabilities measured at fair
value on a recurring basis.
TABLE OF CONTENTS
Hardman
Johnston International Growth Fund
NOTES
TO FINANCIAL STATEMENTS
at
April 30, 2025 (Unaudited)(Continued)
Equity
Securities: Equity securities, including common stocks, preferred stocks, foreign-issued common stocks,
exchange-traded funds, closed-end mutual funds and real estate investment trusts (REITs), that are primarily traded on a national securities
exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there
has been no sale on such day, at the mean between the bid and asked prices. Securities primarily traded in the NASDAQ Global Market System
for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”). If the
NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on
such day, at the mean between the bid and asked prices. Over-the-counter securities that are not traded on a listed exchange are valued
at the last sale price in the over-the-counter market. Over-the-counter securities which are not traded in the NASDAQ Global Market System
shall be valued at the mean between the bid and asked prices. To the extent these securities are actively traded and valuation adjustments
are not applied, they are categorized in Level 1 of the fair value hierarchy. Securities traded on foreign exchanges generally are not
valued at the same time the Fund calculates its net asset value (“NAV”) because most foreign markets close well before such
time. The earlier close of most foreign markets gives rise to the possibility that significant events, including broad market moves, may
have occurred in the interim. In certain circumstances, it may be determined that a security needs to be fair valued because it appears
that the value of the security might have been materially affected by an event (a “Significant Event”) occurring after the
close of the market in which the security is principally traded, but before the time the Fund calculates its NAV. A Significant Event
may relate to a single issuer or to an entire market sector, or even occurrences not tied directly to the securities markets, such as
natural disasters, armed conflicts, or significant government actions.
Registered
Investment Companies: Investments in mutual funds are generally priced at the ending NAV provided by
the applicable registered investment company’s service agent and will be classified in Level 1 of the fair value hierarchy. Exchange-traded
funds are valued at the last reported sale price on the exchange on which that security is principally traded.
Short-Term
Debt Securities: Debt securities, including short-term debt instruments having a maturity of less than
60 days, are valued at the evaluated mean price supplied by an approved pricing service. Pricing services may use various valuation methodologies
including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. Short-term debt securities
are generally classified in Level 1 or Level 2 of the fair market hierarchy depending on the inputs used and market activity levels
for specific securities.
In
the absence of prices from a pricing service or in the event that market quotations are not readily available, fair value will be determined
under the Fund’s valuation procedures adopted pursuant to Rule 2a-5. Pursuant to those procedures, the Board has appointed the Advisor
as the Fund’s valuation designee (the “Valuation Designee”) to perform all fair valuations of the Fund’s portfolio
investments, subject to the Board’s oversight. As the Valuation Designee, the Advisor has established procedures for its fair valuation
of the Fund’s portfolio investments. These procedures address, among other things, determining when market quotations are not readily
available or reliable and the methodologies to be used for determining the fair value of investments, as well as the use and oversight
of third-party pricing services for fair valuation.
Depending
on the relative significance of the valuation inputs, fair valued securities may be classified in either Level 2 or Level 3 of the fair
value hierarchy.
The
fair valuation of foreign securities may be determined with the assistance of a pricing service using correlations between the movement
of prices of such securities and indices of domestic securities and other appropriate indicators, such as closing market prices of relevant
American Depositary Receipts or futures contracts. The Fund uses ICE Data Services (“ICE”) as a third-party fair valuation
vendor. ICE provides a fair value for foreign securities in the Fund based on certain factors and methodologies applied by ICE in the
event that there is a movement in the U.S. markets that exceeds a specific threshold established by the Valuation Designee. The effect
of using fair value pricing is that the Fund’s NAV will reflect the affected portfolio securities’ values as determined by
the Board or its designee instead of being determined by the market. Using a fair value pricing methodology to price a foreign security
may result in a value that is different from the foreign security’s most recent closing price and from the prices used by other
investment companies to calculate their NAVs and are generally classified in Level 2 of the fair valuation hierarchy. Because the Fund
may invest in foreign securities, the value of the Fund’s portfolio securities may change on days when you will not be able to purchase
or redeem your shares.
TABLE OF CONTENTS
Hardman
Johnston International Growth Fund
NOTES
TO FINANCIAL STATEMENTS
at
April 30, 2025 (Unaudited)(Continued)
The
inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The
following is a summary of the fair valuation hierarchy of the Fund’s securities as of April 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stocks |
|
|
$7,787,711 |
|
|
$
61,510,530 |
|
|
$— |
|
|
$
69,298,241 |
Money
Market Funds |
|
|
3,406,014 |
|
|
— |
|
|
— |
|
|
3,406,014
|
Total
Investments |
|
|
$
11,193,725 |
|
|
$
61,510,530 |
|
|
$— |
|
|
$
72,704,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Refer
to the Schedule of Investments for further disaggregation of investment categories.
NOTE
4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
For
the period ended April 30, 2025, the Advisor provided the Fund with investment management services under an investment advisory agreement.
The Advisor furnishes all investment advice, office space, and facilities, and provides most of the personnel needed by the Fund. As compensation
for its services, the Advisor is entitled to a monthly fee at an annual rate of 1.00% of the average daily net assets of the Fund. For
the period ended April 30, 2025, the Fund incurred $321,182 in advisory fees. The Advisor has hired Hardman Johnston Global Advisors LLC
as a sub-advisor to the Fund. The Advisor pays the Sub-Advisor fee for the Fund from its own assets and these fees are not an additional
expense of the Fund.
The
Fund is responsible for its own operating expenses. The Advisor has contractually agreed to waive its management fees and/or reimburse
Fund expenses to ensure that the total annual operating expenses (excluding any front-end or contingent deferred loads, Rule 12b-1 plan
fees, shareholder servicing plan fees, taxes, leverage (i.e. any expenses incurred in connection with borrowings made by the Fund), interest
(including interest incurred in connection with bank and custody overdrafts), brokerage commissions and other transactional expenses,
expenses incurred with any merger or reorganization, dividends and interest on short positions, acquired fund fees and expenses or extraordinary
expenses such as litigation) do not exceed the following amounts of the average daily net assets for each class of shares:
Hardman
Johnston International Growth Fund
|
|
|
|
Institutional
Shares |
|
|
1.00%
|
Retail
Shares |
|
|
1.00% |
|
|
|
|
For
the period ended April 30, 2025, the Advisor reduced its fees and absorbed Fund expenses in the amount of $199,513 for the Fund. The waivers
and reimbursements will remain in effect through February 28, 2026 unless terminated sooner by, or with the consent of, the Board.
The
Advisor may request recoupment of previously waived fees and paid expenses in any subsequent month in the three-year period from the date
of the management fee reduction and expense payment if the aggregate amount actually paid by the Fund toward the operating expenses for
such fiscal year (taking into account the reimbursement) will not cause the Fund to exceed the lesser of: (1) the expense limitation in
place at the time of the management fee reduction and expense payment; or (2) the expense limitation in place at the time of the reimbursement.
Any such reimbursement is also contingent upon the Trust’s review and approval. Such reimbursement may not be paid prior to the
Fund’s payment of current ordinary operating expenses. Cumulative expenses subject to recapture pursuant to the aforementioned conditions
expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
$387,648 |
|
|
$386,043 |
|
|
$415,460 |
|
|
$199,513 |
|
|
$1,388,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
Hardman
Johnston International Growth Fund
NOTES
TO FINANCIAL STATEMENTS
at
April 30, 2025 (Unaudited)(Continued)
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, LLC (“Fund Services” or the “Administrator”)
acts as the Fund’s Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory
filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the
Fund’s custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund’s expenses and reviews
the Fund’s expense accruals. Fund Services also serves as the fund accountant, transfer agent and provides Chief Compliance Officer
services to the Fund. U.S. Bank N.A., an affiliate of Fund Services, serves as the Fund’s custodian. For the period ended April
30, 2025, the Fund incurred the following expenses for administration, fund accounting, transfer agency, custody, and compliance fees:
|
|
|
|
Administration
& fund accounting |
|
|
$69,183
|
Custody |
|
|
$17,394
|
Transfer
agency |
|
|
$37,602
|
Compliance |
|
|
$6,154 |
|
|
|
|
At
April 30, 2025, the Fund had payables due to Fund Services for administration, fund accounting, transfer agency, and compliance fees and
to U.S. Bank N.A. for custody fees in the following amounts:
|
|
|
|
Administration
& fund accounting |
|
|
$19,917
|
Custody |
|
|
$2,530
|
Transfer
agency |
|
|
$10,779
|
Compliance |
|
|
$2,095 |
|
|
|
|
Vigilant
Distributors, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the
Fund’s shares.
Certain
officers of the Fund are employees of the Administrator and are not paid any fees by the Fund for serving in such capacities.
NOTE
5 – DISTRIBUTION AGREEMENT AND PLAN
The
Fund has adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”). The Plan permits the Fund to pay for distribution
and related expenses at an annual rate of up to 0.25% of the average daily net assets of the Fund’s Retail Shares. The expenses
covered by the Plan may include costs in connection with the promotion and distribution of shares and the provision of personal services
to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel,
the printing and mailing of prospectuses to other than current Fund shareholders, and the printing and mailing of sales literature. Payments
made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses
incurred. For the period ended April 30, 2025, the Fund incurred distribution expenses on its Retail Shares of $985.
NOTE
6 – SECURITIES TRANSACTIONS
For
the period ended April 30, 2025, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were
as follows:
|
|
|
|
|
|
|
International
Growth Fund |
|
|
$29,235,097 |
|
|
$21,766,049 |
|
|
|
|
|
|
|
There
were no purchases or sales of long-term U.S. Government securities.
TABLE OF CONTENTS
Hardman
Johnston International Growth Fund
NOTES
TO FINANCIAL STATEMENTS
at
April 30, 2025 (Unaudited)(Continued)
NOTE
7 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
As
of October 31, 2024, the components of accumulated earnings/(losses) on a tax basis were as follows:
|
|
|
|
Cost
of investments(a) |
|
|
$46,747,410
|
Gross
unrealized appreciation |
|
|
15,762,285
|
Gross
unrealized depreciation |
|
|
(2,655,557)
|
Net
unrealized appreciation |
|
|
13,106,728
|
Undistributed
ordinary income |
|
|
136,944
|
Undistributed
long-term capital gain |
|
|
—
|
Total
distributable earnings |
|
|
136,944
|
Other
accumulated gains/(losses) |
|
|
(14,255,105)
|
Total
accumulated earnings/(losses) |
|
|
$(1,011,433) |
|
|
|
|
(a)
|
The difference between
the book basis and tax basis net unrealized appreciation and cost is attributable primarily to wash sales. |
As
of October 31, 2024, the Fund had long-term capital losses in the amount of $10,237,738 and short-term capital losses in the amount of
$4,013,600, with no expiration to offset future capital gains.
At
October 31, 2024, on a tax basis, the Fund had no late year loss deferral.
The
tax character of distributions paid during most recent fiscal years were as follows:
|
|
|
|
Ordinary
Income |
|
|
$ — |
|
|
$ —
|
Long-Term
Capital Gains |
|
|
— |
|
|
—
|
|
|
|
$— |
|
|
— |
|
|
|
|
|
|
|
For
the fiscal year ended October 31, 2024, the effect of permanent “book/tax” reclassifications resulted in increases and decreases
to components of the Fund’s net assets as follows:
NOTE
8 – LINE OF CREDIT
As
of April 30, 2025, the Fund had an uncommitted line of credit (the “Line”) with U.S. Bank N.A. The Line is for liquidity in
connection with shareholder redemptions and portfolio timing differences. Borrowings under the Line must be secured by Fund assets. The
Fund is able to borrow the lesser of the line limit of $5,000,000, 20% of market value, or 331∕3%
of the unencumbered assets held in the collateral account. The Line has a maturity date of May 29, 2026 and is reviewed annually by the
Board of Trustees. During the fiscal period ended April 30, 2025, the maximum borrowing was $418,000 and average borrowing was $418,000.
This borrowing resulted in interest expenses of $87 at a weighted average interest rate of 7.50%. During the fiscal period ended April
30, 2025, the Fund did not amortize any prior year balance related to prepaid interest. As of April 30, 2025, the Fund did not have an
outstanding loan balance.
NOTE
9 – GUARANTEES AND INDEMNIFICATIONS
In
the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide
general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that
may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
TABLE OF CONTENTS
Hardman
Johnston International Growth Fund
NOTES
TO FINANCIAL STATEMENTS
at
April 30, 2025 (Unaudited)(Continued)
NOTE
10 – CONTROL OWNERSHIP
The
beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control
of the fund, under Section 2(a)(9) of the 1940 Act. As of April 30, 2025, Charles Schwab & Co. Inc. held 51% of the outstanding shares
of the Fund and National Financial Services, LLC, owned 41% of the shares outstanding. The Fund has no knowledge as to whether all or
any portion of the shares owned of record by Charles Schwab & Co. Inc. or National Financial Services, LLC, are also beneficially
owned.
NOTE
11 – SEGMENT REPORTING
In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU
2023-07”). ASU 2023-07 is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures
about significant segment expenses, allowing financial statement users to better understand the components of a segment’s profit
or loss and assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity’s
segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision
maker, clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim
disclosures and providing new disclosure requirements for entities with a single reportable segment, among other new disclosure requirements.
Management
has evaluated the impact of adopting ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures with respect
to the financial statements and disclosures and determined there is no material impact for the Fund. The Fund operates as a single segment
entity. The Fund’s income, expenses, assets, and performance are regularly monitored and assessed by the Advisor, who serves as
the chief operating decision maker, using the information presented in the financial statements and financial highlights.
TABLE OF CONTENTS
HARDMAN
JOHNSTON INTERNATIONAL GROWTH FUND
Approval
of the Investment Advisory Agreement and Investment Sub-Advisory
Agreement
The
Board of Trustees (the “Board” or the “Trustees”) of Manager Directed Portfolios (the “Trust”) met
on November 19, 2024 to consider the renewal of (i) the investment advisory agreement (the “Advisory Agreement”) between
the Trust, on behalf of the Hardman Johnston International Growth Fund (the “Fund”), a series of the Trust, and the Fund’s
investment advisor, Dakota Investments LLC (“Dakota” or the “Advisor”) and (ii) the investment sub-advisory agreement
(the “Sub-Advisory Agreement”) between Dakota and Hardman Johnston Global Advisors LLC (“Hardman Johnston” or
the “Sub-Advisor”). The Board, which is comprised solely of Trustees who are not “interested persons” of the Trust,
as that term is defined in the Investment Company Act of 1940 (the “Independent Trustees”), had previously met at a special
meeting held on October 17, 2024 to discuss the renewal of the Advisory Agreement and the Sub-Advisory Agreement. Prior to these
meetings, the Trustees requested and received materials to assist them in considering the continuation of the Advisory Agreement and the
Sub-Advisory Agreement. The materials provided contained information with respect to the factors enumerated below, including copies of
the Advisory Agreement and the Sub-Advisory Agreement, a memorandum prepared by counsel to the Independent Trustees discussing factors
relevant to the renewal of the Advisory Agreement and Sub-Advisory Agreement, comparative performance information, Dakota’s Form ADV
Part 1A and Hardman Johnston’s Form ADV Part 1A, brochure and brochure supplements, due diligence materials provided
by Dakota and Hardman Johnston, including information regarding each firm’s compliance program, personnel and financial condition,
profitability information, and other pertinent information. The Board also reviewed the advisory fee payable by the Fund under the Advisory
Agreement, the sub-advisory fee payable by Dakota to Hardman Johnston, the expense limitation agreement between Dakota and the Trust,
on behalf of the Fund, and comparative fee and expense information as reported by a third-party analytics firm.
The
Trustees met with the officers of the Trust and legal counsel to discuss the information provided and also met in executive session with
legal counsel to the Independent Trustees to review their duties in considering the Advisory Agreement and Sub-Advisory Agreement and
the information provided. The Trustees noted that they had met with a representative of Dakota via video conference earlier in the meeting
and at another meeting earlier in the year to discuss Hardman Johnston’s investment strategy for the Fund, the Fund’s performance,
the Fund’s marketing strategy, updates about each firm’s business and personnel and other matters. The Board also took into
account information reviewed periodically throughout the year regarding the services provided by Dakota and Hardman Johnston, the performance
of the Fund, brokerage and trading services provided by Hardman Johnston, Fund expenses, asset flows, compliance matters and other information
deemed relevant.
Based
on their evaluation of the information provided as part of the October and November meetings, as well as information provided over the
course of the year, the Trustees approved the continuation of the Advisory Agreement and the Sub-Advisory Agreement, each for an additional
one-year term. Below is a summary of the material factors considered by the Board and the conclusions that formed the basis for the Board’s
approval of the Advisory Agreement and Sub-Advisory Agreement.
1.
Nature, Extent and Quality of Services Provided to the Fund
The
Trustees considered the nature, extent and quality of services provided by Dakota in the management of the Fund, including investment
strategy oversight, compliance monitoring, marketing, shareholder servicing and oversight of Hardman Johnston as the Fund’s sub-advisor.
The Trustees also considered the nature, extent and quality of services provided by Hardman Johnston, including day-to-day portfolio management,
trading and proxy voting. The Trustees considered the qualifications and experience of personnel at Dakota and Hardman Johnston who are
involved in the day-to-day activities of the Fund. The Board considered the Advisor’s compliance program and past reports from the
Trust’s Chief Compliance Officer (“CCO”) regarding the CCO’s review of the Advisor’s compliance program.
The Board also considered its previous experience with Dakota and Hardman Johnston providing investment advisory and sub-advisory services
to the Fund, respectively. The Trustees considered the information provided by Dakota and Hardman Johnston in response to the due diligence
questionnaire and the information provided by the Advisor during its meetings with the Board. The Trustees concluded that the nature,
extent and quality of services provided to the Fund by Dakota and Hardman Johnston were appropriate and that the Fund was likely to continue
to benefit from the services provided by Dakota and Hardman Johnston under the Advisory Agreement and Sub-Advisory Agreement, respectively.
TABLE OF CONTENTS
HARDMAN
JOHNSTON INTERNATIONAL GROWTH FUND
Approval
of the Investment Advisory Agreement and Investment Sub-Advisory
Agreement(Continued)
2.
Investment Performance of the Fund
The
Trustees considered the performance of the Fund for the one year, three-year and five-year periods ended June 30, 2024 on an absolute
basis and in comparison to (1) the Fund’s primary benchmark index, (2) the Morningstar foreign large growth peer group and (3) a
peer group of funds constructed using Morningstar, Inc. data and presented by Barrington Partners, an independent third-party analytics
firm (the “Barrington Cohort”). The Trustees also considered the Fund’s since-inception performance.
The
Trustees noted that the Fund underperformed its benchmark, the MSCI All Country World ex-USA Net Index, and the Morningstar peer group
average for all periods. The Board noted that the Fund outperformed its Barrington Cohort for the one-year period and underperformed the
Cohort for the three-year and five-year periods. The Board considered Dakota’s and Hardman Johnston’s commentary regarding
the investment environment, country and sector detractors and market conditions that negatively impacted the Fund’s performance
for certain time periods. The Board considered that Dakota does not manage any accounts that are similar to the Fund in terms of investment
strategy. The Trustees reviewed the Fund’s performance relative to Hardman Johnston’s composites of other separately managed
accounts managed with investment strategies similar to the Fund but did not consider the composite performance to be a material factor.
The
Trustees concluded that the Fund’s performance was satisfactory and that the Fund and its shareholders were likely to benefit from
Dakota’s and Hardman Johnston’s continued management.
3.
Advisory Fees and Expenses
The
Trustees considered the Fund’s advisory fee rate and expense ratio relative to those of peer funds in the Barrington Cohort. The
Trustees considered Dakota’s commentary regarding the Fund’s advisory fee rate. The Trustees noted that the Fund’s contractual
management fee of 1.00% was higher than the Barrington Cohort average. The Trustees noted that the total net expense ratio for the Institutional
share class was higher than the Barrington Cohort average and equal to the Morningstar category average. The Trustees considered the fee
waivers and expense reimbursements previously provided by Dakota and Dakota’s commitment to renew the Fund’s expense limitation
agreement. The Trustees noted that Dakota does not manage any comparable accounts.
The
Trustees considered the sub-advisory fee paid to Hardman Johnston by Dakota for the services provided as the Fund’s sub-advisor,
including Dakota’s discussion of the appropriateness of the sub-advisory fee. The Trustees concluded that the sub-advisory fee paid
to Hardman Johnston by Dakota was reasonable. The Trustees also noted that the sub-advisory fee is paid by Dakota, not the Fund.
The
Trustees concluded that the Fund’s expenses and the management fee paid to Dakota were fair and reasonable in light of the comparative
expense and management fee information and the quality of the services provided to the Fund by Dakota. The Trustees concluded that the
sub-advisory fee paid to Dakota by Hardman Johnston was reasonable.
4.
Costs of Services Provided and Profits Realized by the Advisor and Sub-Advisor
The
Trustees did not consider Dakota’s level of profitability from its relationship with the Fund to be a material factor because the
Fund was not profitable to Dakota during the period presented. The Trustees did not consider Hardman Johnston’s profitability from
its relationship with the Fund.
5.
Economies of Scale
The
Trustees compared the Fund’s expenses relative to its cohort and Morningstar peer group and considered potential economies of scale.
The Trustees noted that the Fund’s management fee structure did not contain any breakpoint reductions as the Fund’s assets
grow in size but considered that Dakota has been waiving fees since the Fund’s inception. The Trustees concluded that the Fund’s
current fee structure represents an appropriate sharing of economies of scale with shareholders at the Fund’s current asset level
and in light of the expense limitation agreement that is in place.
Because
the sub-advisory fees payable to Hardman Johnston is not paid by the Fund, the Trustees did not consider whether the sub-advisory fees
should reflect any potential economies of scale that might be realized as the Fund’s assets increase.
TABLE OF CONTENTS
HARDMAN
JOHNSTON INTERNATIONAL GROWTH FUND
Approval
of the Investment Advisory Agreement and Investment Sub-Advisory
Agreement(Continued)
6.
Benefits Derived from the Relationship with the Fund
Based
on the information presented, the Trustees did not consider any direct or indirect benefits that could be realized by Dakota from its
association with the Fund to be material factors. The Trustees concluded that other benefits that Hardman Johnston may receive from its
association with the Fund, such as soft dollar research, appear to be reasonable.
Conclusion
In
considering the renewal of the Advisory Agreement and the Sub-Advisory Agreement, the Trustees did not identify any one factor as all
important but rather considered these factors collectively in light of the Fund’s surrounding circumstances. Based on this review,
the Trustees, including a majority of the Independent Trustees, approved the renewal of the Advisory Agreement and the Sub-Advisory Agreement
for an additional one-year term as being in the best interests of the Fund and its shareholders.
TABLE OF CONTENTS
Hardman
Johnston International Growth Fund
ADDITIONAL
INFORMATION
April
30, 2025 (Unaudited)
Item
7(b). Financial Highlights are included within the financial statements under Item 7(a) above.
Item 8.
Changes in and Disagreements with Accountants for Open-End Investment Companies.
There
were no changes in or disagreements with accountants during the period covered by this report.
Item 9.
Proxy Disclosure for Open-End Investment Companies.
There
were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10.
Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
Refer
to information provided within financial statements.
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract.
See
above.
Item 12.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers
of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14.
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters
to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders
may recommend nominees to the registrant’s board of trustees.
Item 16. Controls and Procedures.
|
(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 providers. |
|
(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 period covered by this report that have materially affected, or are reasonably likely to materially affect, the
Registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities
Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously
Awarded Compensation.
Not applicable.
Item 19. Exhibits.
|
(a) |
(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant
intends to satisfy Item 2 requirements through filing an exhibit. Not applicable. |
(2) Any policy required by the listing standards adopted pursuant
to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities
association upon which the registrant’s securities are listed. Not applicable.
(3) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)). Filed herewith.
(4) Any written solicitation to purchase securities under Rule
23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not
applicable.
|
(5) |
Change in the registrant’s independent public accountant. Not applicable. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
(Registrant) |
Manager
Directed Portfolios |
|
|
By (Signature and Title)* |
/s/ Ryan
Frank |
|
|
|
Ryan Frank, President/Principal Executive Officer |
|
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
|
By (Signature and Title)* |
/s/ Ryan
Frank |
|
|
|
Ryan Frank, President/Principal Executive Officer |
|
|
By (Signature and Title)* |
/s/ Colton
Scarmardo |
|
|
|
Colton Scarmardo, Treasurer/Principal Financial Officer |
|
* Print the name and title of each signing officer under his or her signature.