485BPOS 1 vertn-14485b.htm 485BPOS Vert N-14 485B

As filed with the Securities and Exchange Commission on December 5, 2023
Securities Act Registration No. 333-274373


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933[X]
Pre-Effective Amendment No.[ ]
Post-Effective Amendment No.1[X]


MANAGER DIRECTED PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)

615 East Michigan Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, including Area Code) (414) 516-3087

Scott M. Ostrowski, President
Manager Directed Portfolios
c/o U.S. Bank Global Fund Services
777 East Wisconsin Avenue, 5th Floor
Milwaukee, WI 53202
(Name and Address of Agent for Service)		Copies to:
Ellen Drought, Esq.
Godfrey & Kahn, S.C.
833 East Michigan Street, Suite 1800
Milwaukee, Wisconsin 53202
(414) 273-3500

It is proposed that this filing will become effective immediately pursuant to Rule 485(b) under the Securities Act of 1933, as amended.

This Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14 hereby incorporates by reference Part A and Part B of the Registrant's Registration Statement on Form N-14 (File No. 333-274373) filed with the Securities and Exchange Commission on October 11, 2023 pursuant to Rule 497 under the Securities Act of 1933, as amended.

This Post-Effective Amendment No. 1 is being filed solely for the purpose of filing as an exhibit to this Registration Statement the final tax opinion of Godfrey & Kahn, S.C.





PART C
OTHER INFORMATION
Item 15.    Indemnification
Article 9 of the Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) provides for indemnification of the trustees, officers and agents of the Trust, subject to certain limitations. The Declaration of Trust is incorporated herein by reference to Exhibit (a)(2) of Post-Effective Amendment No. 135 to the Registrant’s Registration Statement on Form N-1A as filed on July 28, 2023.
The Trust’s trustees and officers are insured under a policy of insurance maintained by the Trust against certain liabilities that might be imposed as a result of actions, suits or proceedings to which they are a party by reason of having been such trustees or officers.
Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.”
Item 16.    Exhibits
See “Exhibit Index.”
Item 17.    Undertakings
1.The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
2.The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.


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SIGNATURES
As required by the Securities Act of 1933, as amended, this Registration Statement has been signed on behalf of the Registrant, in the City of Milwaukee and State of Wisconsin on the 5th day of December, 2023.
MANAGER DIRECTED PORTFOLIOS

By: /s/ Scott M. Ostrowski    
Scott M. Ostrowski
President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated as of December 5, 2023.

SignatureTitle
James R. Schoenike*
James R. Schoenike
Trustee
Gaylord B. Lyman*
Gaylord B. Lyman
Trustee
Scott Craven Jones*
Scott Craven Jones
Trustee
Lawrence T. Greenberg*
Lawrence T. Greenberg
Trustee
/s/ Scott M. Ostrowski
Scott M. Ostrowski
President (Principal Executive Officer)
/s/ Ryan S. Frank
Ryan S. Frank
Treasurer (Principal Financial Officer)
* By: /s/ Scott M. Ostrowski
   Scott M. Ostrowski
   * Attorney-in-Fact pursuant to Power of Attorney previously filed with Registrant’s Registration Statement on Form N-14 with the SEC on September 6, 2023 and is incorporated by reference.
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EXHIBIT INDEX
Exhibit No.
ExhibitIncorporated by ReferenceFiled Herewith
(1)(a)(i)Registrant’s Registration Statement on Form N-1A as filed on May 1, 2006
(1)(a)(ii)Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A with the SEC on October 28, 2016
(1)(b)Post-Effective Amendment No. 135 to its Registration Statement on Form N-1A with the SEC on July 28, 2023
(2)Post-Effective Amendment No. 34 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on July 7, 2017
(3)None
(4)Appendix A of Part A of Registrant’s Registration Statement on Form N-14 as filed on September 6, 2023
(5)Instruments Defining Rights of Security HoldersIncorporated by Reference to the Amended and Restated Agreement and Declaration of Trust and By-Laws
(6)(a)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
(6)(b)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
(7)(a)Post-Effective Amendment No. 37 to its Registration Statement on Form N-1A with the SEC on September 18, 2017
(7)(b)Post-Effective Amendment No. 104 to its Registration Statement on Form N-1A with the SEC on October 28, 2020
(7)(c)Post-Effective Amendment No. 16 to its Registration Statement on Form N-1A with the SEC on October 27, 2021
(7)(d)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
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(7)(e)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
(8)None
(9)(a)Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A with the SEC on October 28, 2016
(9)(b)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
(10)(a)Rule 12b-1 PlanNot applicable
(10)(b)Rule 18f-3 PlanNot applicable
(11)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
(12)X
(13)(a)Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A with the SEC on October 28, 2016
(13)(b)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
(13)(c)Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A with the SEC on October 28, 2016
(13)(d)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
(13)(e)Post-Effective Amendment No. 24 to its Registration Statement on Form N-1A with the SEC on October 28, 2016
(13)(f)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
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(14)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
(15)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
(16)(a)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
(16)(b)Post-Effective Amendment No. 140 to the Trust’s Registration Statement on Form N‑1A, as filed with the SEC on November 9, 2023
(17)None
(18)Registrant’s Registration Statement on Form N-14 as filed on September 6, 2023
(19)Registrant’s Registration Statement on Form N-14 as filed on September 6, 2023
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