spyglass growth fund growth fund... · note: for presentation purposes, the fund has grouped some...

Spyglass Growth Fund

Semi-Annual ReportJune 30, 2019

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and ExchangeCommission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent bymail, unless you specifically request paper copies of the reports from the Fund or from your financialintermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Fund’s website,www.spyglassfunds.com, and you will be notified by mail each time a report is posted and provided with awebsite link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change andyou need not take any action. You may elect to receive shareholder reports and other communications from theFund electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, ifyou are a direct investor, by calling 1-888-878-5680, sending an e-mail request to [email protected], orby enrolling at www.spyglassfunds.com.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary,you can contact your financial intermediary to request that you continue to receive paper copies of your shareholderreports. If you invest directly with the Fund you can call 1-888-878-5680 or send an e-mail request [email protected] to let the Fund know you wish to continue receiving paper copies of your shareholderreports. Your election to receive reports in paper will apply to all funds held in your account if you invest throughyour financial intermediary or all funds held with the fund complex if you invest directly with the Fund.

Table of Contents

Sector Allocation of Portfolio Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Schedule of Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Statement of Assets and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Statements of Changes in Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Expense Example . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Notice to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Notice of Privacy Policy and Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24


SCHEDULE OF INVESTMENTSat June 30, 2019 (Unaudited)

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SECTOR ALLOCATION OF PORTFOLIO ASSETSat June 30, 2019 (Unaudited)

Communication Services, 9.6%

Consumer Discretionary, 7.2%

Financials, 2.9%

Health Care, 17.0%

Industrials, 4.3%

InformationTechnology, 49.0%

Real Estate, 8.5%

Short-Term Investmentsand Other, 1.5%

Percentages represent market value as a percentage of net assets.

Note: For Presentation purposes, the Fund has grouped some of the industry categories forpurposes of categorizing securities for compliance with Section 8(b)(1) of the InvestmentCompany Act of 1940, as amended, the Fund uses more specific industry classifications.


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The accompanying notes are an integral part of these financial statements.


Number ofCOMMON STOCKS – 98.5% Shares Value

COMMUNICATION SERVICES – 9.6%

Entertainment – 4.0%IMAX Corp. (a)(b) 306,311 $ 6,187,482___________

Interactive Media & Services – 5.6%Twitter, Inc. (a) 249,084 8,693,032___________TOTAL COMMUNICATION SERVICES 14,880,514___________

CONSUMER DISCRETIONARY – 7.2%

Hotels, Restaurants & Leisure – 4.2%Chipotle Mexican Grill, Inc. (a) 8,832 6,472,796___________

Specialty Retail – 3.0%Ulta Beauty, Inc. (a) 13,419 4,654,917___________TOTAL CONSUMER DISCRETIONARY 11,127,713___________

FINANCIALS – 2.9%

Capital Markets – 2.9%Affiliated Managers Group, Inc. 49,432 4,554,664___________TOTAL FINANCIALS 4,554,664___________

HEALTH CARE – 17.0%

Biotechnology – 6.7%Ascendis Pharma A/S – ADR (a)(b) 53,736 6,187,700Exact Sciences Corp. (a) 34,775 4,104,841___________

10,292,541___________

Health Care Equipment & Supplies – 5.2%DexCom, Inc. (a) 54,008 8,092,559___________

Pharmaceuticals – 5.1%Pacira BioSciences, Inc. (a) 182,883 7,953,582___________TOTAL HEALTH CARE 26,338,682___________

INDUSTRIALS – 4.3%

Construction & Engineering – 4.3%Quanta Services, Inc. 177,011 6,760,050___________TOTAL INDUSTRIALS 6,760,050___________


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Number ofCOMMON STOCKS – 98.5% (Continued) Shares Value

INFORMATION TECHNOLOGY – 49.0%

Communications Equipment – 4.0%Arista Networks, Inc. (a) 23,631 $ 6,135,080___________

IT Services – 6.7%Alliance Data Systems Corp. 25,424 3,562,665GoDaddy, Inc. (a) 98,594 6,916,369___________

10,479,034___________

Semiconductors & Semiconductor Equipment – 3.7%Advanced Micro Devices, Inc. (a) 186,751 5,671,628___________

Software – 34.6%DocuSign, Inc. (a) 145,420 7,228,828Envestnet, Inc. (a) 79,467 5,433,159Everbridge, Inc. (a) 67,238 6,012,422Nutanix, Inc. (a) 267,468 6,938,120Palo Alto Networks, Inc. (a) 38,949 7,936,248Proofpoint, Inc. (a) 76,766 9,231,111Splunk, Inc. (a) 35,730 4,493,048Tableau Software, Inc. (a) 16,568 2,750,619Zuora, Inc. (a) 245,511 3,761,229___________

53,784,784___________TOTAL INFORMATION TECHNOLOGY 76,070,526___________

SCHEDULE OF INVESTMENTS (Continued)at June 30, 2019 (Unaudited)


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Number ofREAL ESTATE – 8.5% Shares Value

Equity Real Estate Investment Trusts (REITs) – 5.0%Equinix, Inc. 15,330 $ 7,730,766___________

Real Estate Management & Development – 3.5%Redfin Corp. (a) 302,490 5,438,770___________TOTAL REAL ESTATE 13,169,536___________TOTAL COMMON STOCKS(Cost $142,310,339) 152,901,685___________TOTAL INVESTMENTS(Cost $142,310,339) – 98.5% 152,901,685Other Assets in Excess of Liabilities – 1.5% 2,319,029___________TOTAL NET ASSETS – 100.00% $155,220,714______________________

Percentages are stated as a percent of net assets.ADR – American Depositary Receipt(a) Non-income producing security.(b) U.S. traded security of a foreign issuer or corporation.

The Global Industry Classification Standard (GICS®) was developed by and/or is theexclusive property of MSCI, Inc. 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 byU.S. Bank Global Fund Services.

SCHEDULE OF INVESTMENTS (Continued)at June 30, 2019 (Unaudited)


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Assets:Investments, at value (cost of $142,310,339) $152,901,685Cash 1,325,165Receivables:

Fund shares sold 1,105,018Dividends and interest 7,280

Prepaid expenses 14,177___________Total assets 155,353,325___________

Liabilities:Payables:

Fund shares redeemed 960Advisory fee 93,207Administration and fund accounting fees 18,023Reports to shareholders 5,421Compliance expense 1,978Custody fees 2,996Transfer agent fees and expenses 5,694Other accrued expenses 4,332___________

Total liabilities 132,611___________

Net assets $155,220,714______________________

Net assets consist of:Paid in capital $141,319,337Total distributable earnings 13,901,377___________Net assets $155,220,714______________________

Institutional Shares:Net assets applicable to outstanding Institutional Shares 155,220,714Shares issued (Unlimited number of beneficial interest authorized, $0.01 par value) 11,769,191___________Net asset value, offering price and redemption price per share $ 13.19______________________

STATEMENT OF ASSETS AND LIABILITIESat June 30, 2019 (Unaudited)


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Investment income:Dividends $ 115,671__________

Total investment income 115,671__________

Expenses:Investment advisory fees (Note 4) 501,232Administration and fund accounting fees (Note 4) 42,705Transfer agent fees and expenses 21,560Federal and state registration fees 14,686Legal fees 12,149Custody fees 10,303Audit fees 7,439Compliance expense 6,745Trustees’ fees and expenses 5,810Reports to shareholders 3,484Other 4,117__________

Total expenses before reimbursement from advisor 630,230Expense reimbursement from advisor (Note 4) (128,999)__________

Net expenses 501,231__________Net investment loss (385,560)__________

Realized and unrealized gain (loss):Net realized gain (loss) on transactions from:

Investments 3,557,276Net change in unrealized gain (loss) on:

Investments 9,828,709__________Net realized and unrealized gain 13,385,985__________Net increase in net assets resulting from operations $13,000,425____________________

STATEMENT OF OPERATIONSFor the Six Months Ended June 30, 2019 (Unaudited)


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Six Months EndedJune 30, 2019 Period Ended(Unaudited) December 31, 2018*_________________ __________________

Operations:Net investment loss $ (385,560) $ (212,085)Net realized gain on investments 3,557,276 2,052,113Net change in unrealized gain (loss) on investments 9,828,709 (1,298,120)___________ __________

Net increase in net assets resulting from operations 13,000,425 541,908___________ __________

Distributions:Distributable earnings — (1,701,713)___________ __________

Total distributable earnings — (1,701,713)___________ __________

Capital Share Transactions:Proceeds from transfer-in-kind — 16,225,831Proceeds from shares sold 105,987,626 28,181,425Proceeds from shares issued to holders in reinvestment of dividends — 1,389,575Cost of shares redeemed (5,296,976) (3,107,387)___________ __________

Net increase in net assets from capital share transactions 100,690,650 42,689,444___________ __________

Total increase in net assets 113,691,075 41,529,639

Net Assets:Beginning of period 41,529,639 —___________ __________End of period $155,220,714 $41,529,639___________ _____________________ __________

Changes in Shares Outstanding:Shares issued in connection with transfer-in-kind — 1,622,583Shares sold 8,237,065 2,460,689Shares issued to holders in reinvestment of dividends — 130,722Shares redeemed (414,574) (267,294)___________ __________Net increase in shares outstanding 7,822,491 3,946,700___________ _____________________ __________

* The Spyglass Growth Fund commenced operations on January 2, 2018.

STATEMENTS OF CHANGES IN NET ASSETS


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For a capital share outstanding throughout each period

Institutional SharesSix Months Ended January 2, 2018*

June 30, 2019 through(Unaudited) December 31, 2018__________________ __________________

Net Asset Value – Beginning of Period $10.52 $10.00______ ______

Income from Investment Operations:Net investment loss1 (0.05) (0.10)Net realized and unrealized gain on investments 2.72 1.14______ ______

Total from investment operations 2.67 1.04______ ______

Less Distributions:Dividends from net realized gains — (0.52)______ ______

Total distributions — (0.52)______ ______

Net Asset Value – End of Period $13.19 $10.52______ ____________ ______

Total Return 25.38%^ 10.36%^

Ratios and Supplemental Data:Net assets, end of period (thousands) $155,221 $41,530Ratio of operating expenses to average net assets:

Before reimbursements 1.26%+ 1.78%+

After reimbursements 1.00%+ 1.00%+

Ratio of net investment loss to average net assets:Before reimbursements (1.03)%+ (1.61)%+

After reimbursements (0.77)%+ (0.83)%+

Portfolio turnover rate 17%^ 66%^

* Commencement of operations for Institutional Shares was January 2, 2018.+ Annualized^ Not Annualized1 The net investment income (loss) per share was calculated using the average shares outstanding method.

FINANCIAL HIGHLIGHTS

NOTE 1 – ORGANIZATION

The Spyglass 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. TheFund is an open-end investment management company and is a non-diversified series ofthe Trust. The Fund acquired the assets of Spyglass Partners Fund, LP, a Delawareinvestment limited partnership (the “Predecessor Private Fund”), in a tax-free conversioncompleted at the close of business on December 29, 2017. The Fund did not have anyoperations prior to December 29, 2017 other than those relating to organizational mattersand registration of its shares under applicable securities law. The Fund commencedoperations on January 2, 2018, and currently only offers Institutional Shares. ThePredecessor Private Fund had an investment objective and investment policies that were, inall material respects, equivalent to those of the Fund. However, the Predecessor PrivateFund was not registered as an investment company under the 1940 Act, and was notsubject to certain investment limitations, diversification requirements, liquidityrequirements and other restrictions imposed by the 1940 Act and Subchapter M of theInternal Revenue Code of 1986, as amended (the “Code”). Upon completion of theconversion, the net assets of the Fund were $16,225,831. The number of shares of theFund issued in connection with the conversion was 1,622,583, and the amount of netunrealized gains on the portfolio securities transferred to the Fund was $2,060,757.Spyglass Capital Management LLC (the “Advisor”) serves as the investment advisor to theFund. As an investment company, the Fund follows the investment company accountingand reporting guidance of the Financial Accounting Standards Board (“FASB”)Accounting Standard Codification Topic 946 Financial Services – Investment Companies.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 followedby the Fund. These policies are in conformity with U.S. generally accepted accountingprinciples (“GAAP”).

A. Security Valuation: All investments in securities are recorded at their estimatedfair value, as described in Note 3.

B. Federal Income Taxes: It is the Fund’s policy to comply with the requirements ofSubchapter M of the Internal Revenue Code applicable to regulated investmentcompanies and to distribute substantially all of its taxable income to itsshareholders. Therefore, no federal income or excise tax provisions are required.

The Fund recognizes the tax benefits of uncertain tax positions only where theposition is “more likely than not” to be sustained assuming examination by taxauthorities. Management has analyzed the Fund’s tax positions and has concludedthat no liability for unrecognized tax benefits should be recorded related touncertain tax positions to be taken or expected to be taken in the Fund’s 2018 and

NOTES TO FINANCIAL STATEMENTSat June 30, 2019 (Unaudited)

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2019 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federaland the state of Delaware.

C. Securities Transactions, Income and Distributions: Securities transactions areaccounted for on the trade date. Realized gains and losses on securities sold aredetermined on the basis of identified cost. Interest income is recorded on anaccrual basis. Dividend income and distributions to shareholders are recorded onthe ex-dividend date. Withholding taxes on foreign dividends have been providedfor in accordance with the Fund’s understanding of the applicable country’s taxrules and rates.

The Fund distributes substantially all of its net investment income, if any, and netrealized capital gains, if any, annually. Distributions from net realized gains for bookpurposes may include short-term capital gains. All short-term capital gains areincluded in ordinary income for tax purposes. The amount of dividends anddistributions to shareholders from net investment income and net realized capital gainsis determined in accordance with federal income tax regulations, which may differfrom GAAP. To the extent these book/tax differences are permanent, such amountsare 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 asinvestment advisory, custody and transfer agent fees. Expenses that are notattributable to a Fund are typically allocated among the funds in the Trustproportionately based on allocation methods approved by the Board of Trustees (the“Board”). Common expenses of the Trust are typically allocated among the funds inthe 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 withGAAP requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities at the date of the financial statements andthe reported amounts of increases and decreases in net assets during the reportingperiod. Actual results could differ from those estimates.

E. Reclassification of Capital Accounts: GAAP requires that certain components ofnet assets relating to permanent differences be reclassified between financial andtax reporting. These reclassifications have no effect on net assets or net assetvalue per share.

F. Events Subsequent to the Fiscal Period End: In preparing the financial statementsas of June 30, 2019, management considered the impact of subsequent events forpotential recognition or disclosure in the financial statements and had concludedthat no additional disclosures are necessary.

G. Recent Accounting Pronouncements and Rule Issuances: In August 2018, FASBissued ASU 2018-13, Fair Value Measurement (Topic 820): DisclosureFramework—Changes to the Disclosure Requirements for Fair ValueMeasurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve

NOTES TO FINANCIAL STATEMENTS (Continued)at June 30, 2019 (Unaudited)

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the effectiveness of the disclosure requirements for fair value measurements. Thechanges affect all companies that are required to include fair value measurementdisclosures. In general, the amendments in ASU 2018-13 are effective for allentities for fiscal years and interim periods within those fiscal years, beginningafter December 15, 2019. An entity is permitted to early adopt the removed ormodified disclosures upon the issuance of ASU 2018-13 and may delay adoptionof the additional disclosures, which are required for public companies only, untiltheir effective date. Management has evaluated the impact of this change inguidance, and due to the permissibility of early adoption, modified the Fund’s fairvalue disclosures for the current reporting period.

In August 2018, the Securities and Exchange Commission issued Final RuleRelease No. 33-10532, Disclosure Update and Simplification, which in partamends certain financial statement disclosure requirements of Regulation S-X thathave become redundant, duplicative, overlapping, outdated, or superseded, in lightof other Commission disclosure requirements, U.S. Generally Accepted AccountingPrinciples, or changes in the information environment. The amendments areintended to facilitate the disclosure of information to investors and simplifycompliance without significantly altering the total mix of information provided toinvestors. The amendments to Rule 6-04.17 of Regulation S-X (balance sheet) wereamended to require presentation of the total, rather than the components of netassets, of distributable earnings on the balance sheet. Consistent with U.S. GAAP,funds will be required to disclose total distributable earnings. The amendments toRule 6-09 of Regulation S-X (statement of changes in net assets) omit therequirement to separately state the sources of distributions paid as well as omit therequirement to parenthetically state the book basis amount of undistributed netinvestment income. Instead, consistent with U.S. GAAP, funds will be required todisclose the total amount of distributions paid, except that any tax return of capitalmust be separately disclosed. The requirements of the Final Rule Release areeffective November 5, 2018 and the Funds’ Statement of Assets and Liabilities andthe Statement of Changes in Net Assets have been modified accordingly.

NOTE 3 – SECURITIES VALUATION

The Fund has adopted authoritative fair value accounting standards which establish anauthoritative definition of fair value and set out a hierarchy for measuring fair value.These standards require additional disclosures about the various inputs and valuationtechniques used to develop the measurements of fair value, a discussion of changes invaluation techniques and related inputs during the period and expanded disclosure ofvaluation levels for major security types. These inputs are summarized in the three broadlevels listed below:

Level 1 – Unadjusted, quoted prices in active markets for identical assets or liabilitiesthat the Fund has the ability to access at the date of measurement.


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Level 2 – Other significant observable inputs (including, but not limited to, quotedprices in active markets for similar instruments, quoted prices in marketsthat are not active for identical or similar instruments, and model-derivedvaluations in which all significant inputs and significant value drivers areobservable 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 relevantobservable inputs are not available, representing the Fund’s own assumptionsabout the assumptions a market participant would use in valuing the asset orliability, and would be based on the best information available.

Following is a description of the valuation techniques applied to the Fund’s majorcategories of assets and liabilities measured at fair value on a recurring basis.

Equity Securities: Equity securities, including common stocks, preferred stocks,foreign-issued common stocks, exchange-traded funds, closed-end mutual funds and realestate investment trusts (REITs), that are primarily traded on a national securitiesexchange shall be valued at the last sale price on the exchange on which they areprimarily traded on the day of valuation or, if there has been no sale on such day, at themean between the bid and asked prices. Securities primarily traded in the NASDAQGlobal Market System for which market quotations are readily available shall be valuedusing the NASDAQ Official Closing Price (“NOCP”). If the NOCP is not available, suchsecurities shall be valued at the last sale price on the day of valuation, or if there has beenno sale on such day, at the mean between the bid and asked prices. Over-the-countersecurities that are not traded on a listed exchange are valued at the last sale price in theover-the-counter market. Over-the-counter securities which are not traded in theNASDAQ Global Market System shall be valued at the mean between the bid and askedprices. To the extent these securities are actively traded and valuation adjustments are notapplied, they are categorized in Level 1 of the fair value hierarchy.

Registered Investment Companies: Investments in registered investment companies(e.g., mutual funds) are generally priced at the ending NAV provided by the applicableregistered investment company’s service agent and will be classified in Level 1 of the fairvalue hierarchy.

Short-Term Debt Securities: Debt securities, including short-term debt instrumentshaving a maturity of less than 60 days, are valued at the evaluated mean price supplied byan approved pricing service. Pricing services may use various valuation methodologiesincluding matrix pricing and other analytical pricing models as well as markettransactions and dealer quotations. In the absence of prices from a pricing service, thesecurities will be priced in accordance with the procedures adopted by the Board.Short-term securities are generally classified in Level 1 or Level 2 of the fair markethierarchy depending on the inputs used and market activity levels for specific securities.


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The Board has delegated day-to-day valuation issues to a Valuation Committee of theTrust which, as of June 30, 2019, was comprised of officers of the Trust. The function ofthe Valuation Committee is to value securities where current and reliable market quotationsare not readily available, or the closing price does not represent fair value, by followingprocedures approved by the Board. These procedures consider many factors, including thetype of security, size of holding, trading volume and news events. All actions taken by theValuation Committee are subsequently reviewed and ratified by the Board.

Depending on the relative significance of the valuation inputs, fair valued securitiesmay be classified in either level 2 or level 3 of the fair value hierarchy.

The inputs or methodology used for valuing securities are not an indication of the riskassociated with investing in those securities. The following is a summary of the fairvaluation hierarchy of the Fund’s securities as of June 30, 2019:

Level 1 Level 2 Level 3 Total________ ________ ________ _____Common StocksCommunication Services $ 14,880,514 $ — $ — $ 14,880,514Consumer Discretionary 11,127,713 — — 11,127,713Financials 4,554,664 — — 4,554,664Health Care 26,338,682 — — 26,338,682Industrials 6,760,050 — — 6,760,050Information Technology 76,070,526 — — 76,070,526Real Estate 13,169,536 — — 13,169,536___________ _____ _____ ___________Total Common Stocks 152,901,685 — — 152,901,685___________ _____ _____ ___________Total Investments in Securities $152,901,685 $ — $ — $152,901,685___________ _____ _____ ______________________ _____ _____ ___________

NOTE 4 – INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONSWITH AFFILIATES

For the six months ended June 30, 2019, the Advisor provided the Fund withinvestment management services under an Investment Advisory Agreement. The Advisorfurnishes all investment advice, office space, and facilities, and provides most of thepersonnel needed by the Fund. As compensation for its services, the Advisor is entitledto a monthly fee at an annual rate of 1.00% for the Spyglass Growth Fund based upon theaverage daily net assets of the Fund. For the six months ended June 30, 2019, the Fundincurred $501,232 in advisory fees.

The Fund is responsible for its own operating expenses. The Advisor has contractuallyagreed to waive its management fees and/or absorb expenses of the Fund to ensure that thetotal annual operating expenses [excluding front-end or contingent deferred loads, Rule12b-1 plan fees, shareholder servicing plan fees, taxes, leverage, interest, brokeragecommissions and other transactional expenses, expenses in connection with a merger orreorganization, dividends or interest on short positions, acquired fund fees and expenses or


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extraordinary expenses (collectively, “Excludable Expenses”)] do not exceed the followingamounts of the average daily net assets for the Institutional Shares:

Spyglass Growth FundInstitutional Shares 1.00%

For the six months ended June 30, 2019, the Advisor reduced its fees and absorbedFund expenses in the amount of $128,999 for the Fund. The waivers and reimbursementswill remain in effect through January 1, 2021 unless terminated sooner by, or with theconsent of, the Board.

The Advisor may request recoupment of previously waived fees and paid expenses inany subsequent month in the three-year period from the date of the management feereduction and expense payment if the aggregate amount actually paid by the Fund towardthe operating expenses for such fiscal year (taking into account the reimbursement) willnot cause the Fund to exceed the lesser of: (1) the expense limitation in place at the timeof the management fee reduction and expense payment; or (2) the expense limitation inplace at the time of the reimbursement. Any such reimbursement is also contingent uponBoard of Trustees review and approval at the time the reimbursement is made. Suchreimbursement may not be paid prior to the Fund’s payment of current ordinary operatingexpenses. Cumulative expenses subject to recapture pursuant to the aforementionedconditions expire as follows:

Amount Expiration_______ __________$197,172 12/31/2021128,999 6/30/2022________$326,171________________

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global FundServices, LLC (“Fund Services” or the “Administrator”) acts as the Fund’s Administratorunder an Administration Agreement. The Administrator prepares various federal andstate regulatory filings, reports and returns for the Fund; prepares reports and materials tobe supplied to the Trustees; monitors the activities of the Fund’s custodian, transfer agentand accountants; coordinates the preparation and payment of the Fund’s expenses andreviews the Fund’s expense accruals. Fund Services also serves as the fund accountantand transfer agent to the Fund. Vigilant Compliance, LLC serves as the ChiefCompliance Officer to the Fund. U.S. Bank N.A., an affiliate of Fund Services, serves asthe Fund’s custodian. For the six months ended June 30, 2019, the Fund incurred thefollowing expenses for administration, fund accounting, transfer agency and custody fees:

Administration & fund accounting $42,705Custody $10,303Transfer agency(a) $12,495(a) Does not include out-of-pocket expenses.


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At June 30, 2019, the Fund had payables due to Fund Services for administration,fund accounting and transfer agency fees and to U.S. Bank N.A. for custody fees in thefollowing amounts:

Administration & fund accounting $18,023Custody $2,996Transfer agency(a) $4,091(a) Does not include out-of-pocket expenses.

Quasar Distributors, LLC (the “Distributor”) acts as the Fund’s principal underwriterin a continuous public offering of the Fund’s shares. The Distributor is an affiliate of theAdministrator. A Trustee of the Trust is deemed to be an interested person of the Trustdue to his former position with the Distributor.

Certain officers of the Fund are employees of the Administrator and are not paid anyfees by the Fund for serving in such capacities.

NOTE 5 – SECURITIES TRANSACTIONS

For the six months ended June 30, 2019, the cost of purchases and the proceeds fromsales of securities, excluding short-term securities, were as follows:

Purchases Sales_________ _____Spyglass Growth Fund $116,670,331 $16,825,569

There were no purchases or sales of long-term U.S. Government securities.

NOTE 6 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

As of December 31, 2018, the Fund’s most recent fiscal period, the components ofaccumulated earnings/(losses) on a tax basis were as follows:

Cost of investments(a) $39,003,646____________________Gross unrealized appreciation 4,554,181Gross unrealized depreciation (3,886,889)__________Net unrealized depreciation 667,292__________Undistributed ordinary income 245,620Undistributed long-term capital gain —__________Total distributable earnings 245,620Other accumulated losses (11,960)__________Total accumulated earnings/(losses) $ 900,952____________________(a) The difference between the book basis and tax basis net unrealized

depreciation and cost is attributable primarily to wash sales.

As of December 31, 2018, the Fund’s most recent fiscal period, the Fund had nolong-term or short-term tax basis capital losses to offset future capital gains.


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The tax character of distributions paid during the six months ended June 30, 2019(Unaudited) and fiscal period ended December 31, 2018 was as follows:

Six Months Ended June 30, 2019 Fiscal Period Ended(Unaudited) December 31, 2018________________ _________________

Ordinary Income $ — $1,366,355Long-Term Capital Gains — 335,358_____ _________Total $ — $1,701,713_____ ______________ _________

At December 31, 2018, the Fund’s most recent fiscal period, the Fund deferred, on atax basis, post-October losses of $11,960.

NOTE 7 – PRINCIPAL RISKS

Below are summaries of some, but not all, of the principal risks of investing in theFund, each of which could adversely affect the Fund’s NAV, market price, yield, and totalreturn. Further information about investment risks is available in the Fund’s prospectusand Statement of Additional Information.

Equity Market Risk: Equity securities are susceptible to general stock marketfluctuations due to economic, market, political and issuer-specific considerations and topotential volatile increases and decreases in value as market confidence in andperceptions of their issuers change.

Small-Cap and Mid-Cap Company Risk: Small-Cap and Mid-Cap companies oftenhave less predictable earnings, more limited product lines, markets, distribution channelsor financial resources, and the management of such companies may be dependent uponone or few key people. The market movements of equity securities of these companiesmay be more abrupt and volatile than the market movements of equity securities of larger,more established companies, or the stock market in general. Because of thesemovements, and because small-cap and mid-cap companies tend to be bought and soldless often and in smaller amounts, they are generally less liquid than the equity securitiesof larger companies.

Management Risk: The ability of the Fund to meet its investment objective is directlyrelated to the Advisor’s management of the Fund. The value of your investment in theFund may vary with the effectiveness of the Advisor’s research, analysis and assetallocation among portfolio securities. If the investment strategies do not produce theexpected results, the value of your investment could be diminished or even lost entirely.

New Fund Risk: There can be no assurance that the Fund will grow to or maintain aneconomically viable size, in which case the Board may determine to liquidate the Fund.Liquidation of the Fund can be initiated without shareholder approval by the Board if itdetermines that liquidation is in the best interest of shareholders. As a result, the timing ofthe Fund’s liquidation may not be favorable.


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Non-Diversified Fund Risk: Because the Fund is “non-diversified,” it may invest agreater percentage of its assets in the securities of a single issuer. As a result, a decline inthe value of an investment in a single issuer could cause the Fund’s overall value todecline to a greater degree than if the Fund held a more diversified portfolio.

Sector Emphasis Risk: Although the Advisor selects stocks based on their individualmerits, some economic sectors will represent a larger portion of the Fund’s overallinvestment portfolio than other sectors. Potential negative market or economicdevelopments affecting one of the larger sectors could have a greater impact on the Fundthan on a fund with fewer holdings in that sector.

Information Technology Sector Risk: Technology companies face intense competition,which may have an adverse effect on profit margins. Technology companies may havelimited product lines, markets, financial resources or personnel. The products oftechnology companies may face obsolescence due to rapid technological developmentsand frequent new product introduction, unpredictable changes in growth rates, andcompetition for the services of qualified personnel. Information technology companiesmay be smaller and less experienced companies, with limited product lines, markets orfinancial resources and fewer experienced management or marketing personnel.Information technology companies may be subject to additional risks, including loss ofpatent, copyright, and trademark protections, as well as evolving industry standards.

REIT Risk: A REIT’s share price may decline because of adverse developmentsaffecting the real estate industry, including changes in interest rates. The returns fromREITs may trail returns from the overall market. The Fund’s investments in REITs maybe subject to special tax rules, or a particular REIT may fail to qualify for the favorablefederal income tax treatment applicable to REITs, the effect of which may have adversetax consequences for the Fund and shareholders.

Cash and Cash Equivalent Risk: At various times, the Fund may have cash balancesthat exceed federally insured limits. It is the opinion of management that the solvency ofthe financial institutions are not of a particular concern at the time.

NOTE 8 – GUARANTEES AND INDEMNIFICATIONS

In the normal course of business, the Fund enters into contracts that contain a varietyof representations and warranties and which provide general indemnifications. TheFund’s maximum exposure under these arrangements is unknown, as this would involvefuture 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.


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NOTE 9 – LINE OF CREDIT

The Fund has an uncommitted line of credit in the amount of the lesser of(i) $6,000,000, or (ii) 10% of gross market value of the Fund, or (iii) 33.33% of themarket value of the Fund’s net assets, intended to provide short-term financing, ifnecessary, subject to certain restrictions, in connection with shareholder redemptions. Thecredit facility is with the Funds’ custodian bank, U.S. Bank N.A. Borrowings under thisarrangement bear interest at the bank’s prime rate and are unsecured. During the sixmonths ended June 30, 2019, the Fund did not utilize the line of credit. As of June 30,2019, the Fund did not have any borrowings outstanding under the line of credit.


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As a shareholder of the Fund, you incur two types of costs: (1) transaction costsincluding sales charges (loads) and redemption fees, if applicable; and (2) ongoing costs,including management fees; distribution and/or service (12b-1 fees); and other Fundexpenses. This Example is intended to help you understand your ongoing costs (indollars) of investing in the Fund and to compare these costs with the ongoing costs ofinvesting in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of theperiod indicated and held for the entire period from January 1, 2019 to June 30, 2019 forthe Institutional Shares.

Actual Expenses

The information in the table under the heading “Actual” provides information aboutactual account values and actual expenses. You may use the information in these columnstogether with the amount you invested, to estimate the expenses that you paid over theperiod. Simply divide your account value by $1,000 (for example, an $8,600 account valuedivided by $1,000 = 8.6), then multiply the result by the number in the row entitled“Expenses Paid During Period” to estimate the expenses you paid on your account duringthis period. There are some account fees that are charged to certain types of accounts,such as Individual Retirement Accounts (generally, a $15 fee is charged to the accountannually) that would increase the amount of expenses paid on your account. The examplebelow does not include portfolio trading commissions and related expenses and otherextraordinary expenses as determined under generally accepted accounting principles.

Hypothetical Example for Comparison Purposes

The information in the table under the heading “Hypothetical (5% return beforeexpenses)” provides information about hypothetical account values and hypotheticalexpenses based on the Fund’s actual expense ratio and assumed rate of return of 5% peryear before expenses, which is not the Fund’s actual return. The hypothetical accountvalues and expenses may not be used to estimate the actual ending account balance orexpenses you paid for the period. You may use this information to compare the ongoingcosts of investing in the Fund and other funds. To do so, compare this 5% hypotheticalexample with the 5% hypothetical examples that appear in the shareholder reports of theother funds. As noted above, there are some account fees that are charged to certain typesof accounts that would increase the amount of expense paid on your account.

Please note that the expenses shown in the table are meant to highlight your ongoingcosts only and do not reflect any transaction costs, such as sales charges (loads),redemption fees, or exchange fees. Therefore, the information under the heading“Hypothetical (5% return before expenses)” is useful in comparing ongoing costs only,and will not help you determine the relative total costs of owning different funds. Inaddition, if these transactional costs were included, your costs would have been higher.

EXPENSE EXAMPLEJune 30, 2019 (Unaudited)

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Beginning Ending Expenses PaidAccount Value Account Value During Period

1/1/2019 6/30/2019 1/1/2019 – 6/30/2019(1)_____________ _____________ ___________________

Actual Institutional Shares $1,000.00 $1,253.80 $5.59

Hypothetical (5% return before expenses) Institutional Shares $1,000.00 $1,019.84 $5.01(1) Expenses are equal to the Institutional Shares’ annualized expense ratio of 1.00% multiplied by the average

account value over the period, multiplied by 181/365 (to reflect the period).

EXPENSE EXAMPLE (Continued)June 30, 2019 (Unaudited)

How to Obtain a Copy of the Fund’s Proxy Voting Policies

A description of the policies and procedures that the Fund uses to determine how tovote proxies relating to portfolio securities is available without charge, upon request, bycalling 1-888-878-5680 or on the U.S. Securities and Exchange Commission’s (“SEC”)website at http://www.sec.gov.

How to Obtain a Copy of the Fund’s Proxy Voting Records for the most recent12-Month Period Ended June 30

Information regarding how the Fund voted proxies relating to portfolio securitiesduring the most recent 12-month period ended June 30 is available no later thanAugust 31 without charge, upon request, by 1-888-878-5680. Furthermore, you canobtain the Fund’s proxy voting records on the SEC’s website at http://www.sec.gov.

Quarterly Filings on Form N-Q

The Fund files its complete schedule of portfolio holdings with the SEC for the firstand third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available onthe SEC’s website at http://www.sec.gov. Information included in the Fund’s Form N-Qis also available, upon request, by calling 1-888-878-5680.

Householding

In an effort to decrease costs, the Fund intends to reduce the number of duplicateprospectuses and annual and semi-annual reports you receive by sending only one copyof each to those addresses shared by two or more accounts and to shareholders theTransfer Agent reasonably believes are from the same family or household. Onceimplemented, if you would like to discontinue householding for your accounts, pleasecall toll-free at 1-888-878-5680 to request individual copies of these documents. Once theTransfer Agent receives notice to stop householding, the Transfer Agent will beginsending individual copies thirty days after receiving your request. This policy does notapply to account statements.

Other Tax Information (Unaudited)

For the fiscal period ended December 31, 2018, certain dividends paid by the Fundmay be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth TaxRelief Reconciliation Act of 2003. The percentage of dividends declared from ordinaryincome designated as qualified dividend income was as follows:

Spyglass Growth Fund 1.87%

For corporate shareholders, the percent of ordinary income distributions qualifying forthe corporate dividends received deduction for the fiscal period ended December 31, 2018was as follows:

Spyglass Growth Fund 1.77%

NOTICE TO SHAREHOLDERSat June 30, 2019 (Unaudited)

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NOTICE OF PRIVACY POLICY AND PRACTICES

Protecting the privacy of Fund shareholders is important to us. The following is adescription of the practices and policies through which we protect the privacy andsecurity of your non-public personal information.

What Information We Collect

We collect and maintain information about you so that we can open and maintain youraccount in the Fund and provide various services to you. We collect non-public personalinformation about you from the following sources:

• information we receive about you on applications or other forms;

• information you give us orally; and

• information about your transactions with us or others.

The types of non-public personal information we collect and share can include:

• social security number;

• account balances;

• account transactions;

• transaction history;

• wire transfer instructions; and

• checking account information.

What Information We Disclose

We do not disclose any non-public personal information about shareholders or formershareholders of the Fund without the shareholder’s authorization, except as permitted bylaw or in response to inquiries from governmental authorities. We may share informationwith affiliated parties and unaffiliated third parties with whom we have contracts forservicing the Fund. We will provide unaffiliated third parties with only the informationnecessary to carry out their assigned responsibility.

How We Protect Your Information

All shareholder records will be disposed of in accordance with applicable law. Wemaintain physical, electronic and procedural safeguards to protect your non-publicpersonal information and require third parties to treat your non-public personalinformation with the same high degree of confidentiality.

In the event that you hold shares of the Fund through a financial intermediary, including,but not limited to, a broker-dealer, bank or trust company, the privacy policy of yourfinancial intermediary would govern how your non-public personal information would beshared with unaffiliated third parties.

If you have any questions or concerns regarding this notice or our Privacy Policy, pleasecontact us at 1-888-878-5680.

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Investment AdvisorSpyglass Capital Management, LLC

One Letterman DriveBuilding C, Suite 3600San Francisco, CA 94129

DistributorQuasar Distributors, LLC

777 East Wisconsin Avenue, 6th FloorMilwaukee, WI 53202

Transfer AgentU.S. Bancorp Fund Services, LLC

615 East Michigan StreetMilwaukee, WI 53202

1-888-878-5680

CustodianU.S. Bank National Association

Custody Operations1555 North River Center Drive, Suite 302

Milwaukee, WI 53212

Independent Registered Public Accounting FirmBBD, LLP

1835 Market Street, 3rd FloorPhiladelphia, PA 19103

Legal CounselGodfrey & Kahn S.C.

833 East Michigan Street, Suite 1800Milwaukee, WI 53202

This report is intended for shareholders of the Fund and may not be used as salesliterature unless preceded or accompanied by a current prospectus.

Past performance results shown in this report should not be considered a representation offuture performance. Share price and returns will fluctuate so that shares, when redeemed,may be worth more or less than their original cost. Statements and other informationherein are dated and are subject to change.

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