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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 811-22525
Managed
Portfolio Series
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee,
WI 53202
(Address of principal executive offices) (Zip code)
Brian Wiedmeyer, President
Managed Portfolio Series
c/o U.S. Bank Global Fund Services
777 East Wisconsin Ave., 6th Floor
Milwaukee,
WI 53202
(Name and address of agent for service)
(414) 516-1712
Registrant’s telephone number, including area
code
Date of fiscal year end: December
31, 2026
Date of reporting period: June
30, 2026
Item 1. Reports to Stockholders.
|
|
|
|
|
Muhlenkamp Fund
|
|
|
MUHLX
|
|
Semi-Annual Shareholder Report | June 30, 2026
|
This semi-annual shareholder report contains important information about the Muhlenkamp Fund for the period of January 1, 2026, to June 30, 2026. You can find additional information about the Fund at https://muhlenkamp.com/. You can also request this information by contacting us at 1-800-860-3863.
|
|
|
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
|
Muhlenkamp Fund
|
$62
|
%
|
KEY FUND STATISTICS (as of June 30, 2026)
|
|
|
Net Assets
|
$260,203,799
|
|
Number of Holdings
|
22
|
|
Portfolio Turnover
|
3%
|
WHAT DID THE FUND INVEST IN? (as of June 30, 2026)*
|
|
|
|
Top Sectors
|
(%)
|
|
Materials
|
20.4
|
%
|
|
Industrials
|
14.7
|
%
|
|
Financials
|
11.7
|
%
|
|
Information Technology
|
11.1
|
%
|
|
Energy
|
8.6
|
%
|
|
Health Care
|
7.6
|
%
|
|
Other Sectors
|
5.4
|
%
|
|
Cash & Cash Equivalents
|
20.5
|
%
|
|
|
|
|
Top 10 Equity Issuers
|
(%)
|
|
Rush Enterprises, Inc.
|
6.7
|
%
|
|
Newmont Corp.
|
5.4
|
%
|
|
EQT Corp.
|
5.0
|
%
|
|
Agnico Eagle Mines Ltd.
|
4.8
|
%
|
|
Berkshire Hathaway, Inc.
|
4.8
|
%
|
|
McKesson Corp.
|
4.7
|
%
|
|
Royal Gold, Inc.
|
4.7
|
%
|
|
Microchip Technology, Inc.
|
4.2
|
%
|
|
United Rentals, Inc.
|
4.1
|
%
|
|
Apple, Inc.
|
4.0
|
%
|
|
|
|
|
Industry
|
(%)
|
|
Metals & Mining
|
16.1
|
%
|
|
Trading Companies & Distributors
|
10.8
|
%
|
|
Financial Services
|
8.2
|
%
|
|
Oil, Gas & Consumable Fuels
|
5.0
|
%
|
|
Health Care Providers
|
4.7
|
%
|
|
Chemicals
|
4.3
|
%
|
|
Semiconductors
|
4.2
|
%
|
|
Technology Hardware
|
4.0
|
%
|
|
Other Industries
|
22.2
|
%
|
|
Cash & Cash Equivalents
|
20.5
|
%
|
| * |
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive 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 by U.S. Bancorp Fund Services, LLC. |
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit https://muhlenkamp.com/.
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 Muhlenkamp & Company, Inc. documents not be householded, please contact Muhlenkamp & Company, Inc. at 1-800-860-3863, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Muhlenkamp & Company, Inc. or your financial intermediary.
| Muhlenkamp Fund
|
PAGE 1
|
TSR-SAR-56166Y438 |
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial
Expert.
Not applicable.
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 within the financial statements filed under Item 7
of this form. |
Item 7.
Financial Statements and Financial Highlights for Open-End Investment Companies.
Muhlenkamp
Core Financial Statements
June 30,
2026 (Unaudited)
TABLE OF CONTENTS
Muhlenkamp
Fund
Schedule
of Investments
June 30,
2026 (Unaudited)
|
|
|
|
|
|
|
|
|
|
COMMON
STOCKS — 76.6% |
|
|
Capital
Markets — 3.5% |
|
|
|
|
|
|
|
|
BGC
Group, Inc. - Class A |
|
|
840,161 |
|
|
$8,981,321
|
|
|
Chemicals
— 4.3% |
|
|
|
|
|
|
|
|
Celanese
Corp. - Series A |
|
|
121,740 |
|
|
5,600,040
|
|
|
LyondellBasell
Industries NV - Class A |
|
|
108,327 |
|
|
5,703,416
|
|
|
|
|
|
|
|
|
11,303,456
|
|
|
Energy
Equipment & Services — 3.6% |
|
|
SLB
Ltd. |
|
|
202,576 |
|
|
9,417,758
|
|
|
Financial
Services — 8.2% |
|
|
|
|
|
|
|
|
Berkshire
Hathaway, Inc. - Class B(a) |
|
|
25,199 |
|
|
12,609,328
|
|
|
NMI
Holdings, Inc. -
Class A(a) |
|
|
214,257 |
|
|
8,803,820
|
|
|
|
|
|
|
|
|
21,413,148
|
|
|
Health
Care Providers & Services — 4.7% |
|
|
McKesson
Corp. |
|
|
16,357 |
|
|
12,359,349
|
|
|
Household
Durables — 2.5% |
|
|
Taylor
Morrison Home Corp.(a) |
|
|
90,265 |
|
|
6,475,611
|
|
|
Life
Sciences Tools & Services — 2.9% |
|
|
ICON
PLC(a) |
|
|
43,680 |
|
|
7,587,653
|
|
|
Machinery
— 3.9% |
|
|
|
|
|
|
|
|
Wabtec
Corp. |
|
|
37,430 |
|
|
10,091,128
|
|
|
Metals
& Mining — 16.1% |
|
|
|
|
|
|
|
|
Agnico
Eagle Mines Ltd. |
|
|
81,320 |
|
|
12,615,172
|
|
|
Equinox
Gold Corp. |
|
|
301,400 |
|
|
2,929,608
|
|
|
Newmont
Corp. |
|
|
149,100 |
|
|
13,925,940
|
|
|
Royal
Gold, Inc. |
|
|
61,614 |
|
|
12,298,770
|
|
|
|
|
|
|
|
|
41,769,490
|
|
|
Oil,
Gas & Consumable Fuels — 5.0% |
|
|
EQT
Corp. |
|
|
243,022 |
|
|
12,921,480
|
|
|
Semiconductors
& Semiconductor Equipment — 4.2% |
|
|
Microchip
Technology, Inc. |
|
|
119,059 |
|
|
10,858,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software
— 2.9% |
|
|
|
|
|
|
|
|
Microsoft
Corp. |
|
|
20,097 |
|
|
$7,496,583
|
|
|
Technology
Hardware, Storage & Peripherals — 4.0% |
|
|
Apple,
Inc. |
|
|
35,700 |
|
|
10,330,152
|
|
|
Trading
Companies & Distributors — 10.8% |
|
|
Rush
Enterprises, Inc. - Class A |
|
|
239,029 |
|
|
17,445,532
|
|
|
United
Rentals, Inc. |
|
|
9,500 |
|
|
10,762,455
|
|
|
|
|
|
|
|
|
28,207,987
|
|
|
TOTAL
COMMON STOCKS (Cost $85,880,445) |
|
|
|
|
|
199,213,297
|
|
|
EXCHANGE
TRADED FUNDS — 2.9% |
|
|
Alerian
MLP ETF |
|
|
148,559 |
|
|
7,702,784
|
|
|
TOTAL
EXCHANGE TRADED FUNDS (Cost $3,900,011) |
|
|
|
|
|
7,702,784 |
|
|
SHORT-TERM
INVESTMENTS |
|
|
MONEY
MARKET FUNDS — 20.6% |
|
|
First
American Government Obligations Fund - Class X, 3.57%(b) |
|
|
53,584,989 |
|
|
53,584,989
|
|
|
TOTAL
MONEY MARKET FUNDS (Cost $53,584,989) |
|
|
|
|
|
53,584,989
|
|
|
TOTAL
INVESTMENTS — 100.1%
(Cost
$143,365,445) |
|
|
|
|
|
260,501,070 |
|
|
Liabilities
in Excess of Other Assets — (0.1)% |
|
|
|
|
|
(297,271)
|
|
|
TOTAL
NET ASSETS — 100.0% |
|
|
|
|
|
$260,203,799 |
|
|
|
|
|
|
|
|
|
|
Percentages
are stated as a percent of net assets.
NV
- Naamloze Vennootschap
PLC
- Public Limited Company
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.
|
(a)
|
Non-income producing
security. |
|
(b)
|
The rate shown represents
the 7-day annualized yield as of June 30, 2026. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Muhlenkamp
Fund
Statement
of Assets and Liabilities (Unaudited)
June 30,
2026
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
Investments,
at value |
|
|
$260,501,070
|
|
|
Dividends
receivable |
|
|
203,580
|
|
|
Receivable
for fund shares sold |
|
|
4,012
|
|
|
Dividend
tax reclaims receivable |
|
|
2,260
|
|
|
Prepaid
expenses and other assets |
|
|
18,744
|
|
|
Total
Assets |
|
|
260,729,666
|
|
|
Liabilities: |
|
|
|
|
|
Payable
to Adviser |
|
|
219,446
|
|
|
Payable
for fund shares redeemed |
|
|
131,697
|
|
|
Payable
for fund administration and accounting fees |
|
|
77,554
|
|
|
Payable
for transfer agent fees and expenses |
|
|
45,205
|
|
|
Payable
for trustees’ fees |
|
|
19,660
|
|
|
Payable
for audit fees |
|
|
11,588
|
|
|
Payable
for legal fees |
|
|
9,227
|
|
|
Payable
for compliance fees |
|
|
4,916
|
|
|
Payable
for custodian fees |
|
|
1,978
|
|
|
Payable
for expenses and other liabilities |
|
|
4,596
|
|
|
Total
Liabilities |
|
|
525,867
|
|
|
Net
Assets |
|
|
$260,203,799
|
|
|
Net
Assets Consist of: |
|
|
|
|
|
Paid-in
capital |
|
|
$111,299,440
|
|
|
Total
distributable earnings |
|
|
148,904,359
|
|
|
Net
Assets |
|
|
$ 260,203,799
|
|
|
Shares
issued and outstanding (unlimited shares authorized without par value) |
|
|
3,297,135
|
|
|
Net
asset value per share |
|
|
$78.92
|
|
|
Cost: |
|
|
|
|
|
Investments,
at cost |
|
|
$143,365,445 |
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Muhlenkamp
Fund
Statement
of Operations (Unaudited)
For
the Period Ended June 30, 2026
|
|
|
|
|
|
|
Investment
Income: |
|
|
|
|
|
Dividend
income |
|
|
$
1,835,153 |
|
|
Less:
issuance fees |
|
|
(6,395)
|
|
|
Less:
dividend withholding taxes |
|
|
(13,021)
|
|
|
Total
Investment Income |
|
|
1,815,737
|
|
|
EXPENSES:
|
|
|
|
|
|
Investment
advisory fee (See Note 3) |
|
|
1,341,159
|
|
|
Fund
administration and accounting fees (See Note 3) |
|
|
116,185
|
|
|
Transfer
agent fees (See Note 3) |
|
|
77,697
|
|
|
Federal
and state registration fees |
|
|
14,628
|
|
|
Reports
to shareholders |
|
|
13,437
|
|
|
Audit
fees |
|
|
11,584
|
|
|
Trustees’
fees |
|
|
8,903
|
|
|
Compliance
fees (See Note 3) |
|
|
7,421
|
|
|
Custodian
fees (See Note 3) |
|
|
7,340
|
|
|
Legal
fees |
|
|
7,321
|
|
|
Other
expenses and fees |
|
|
5,292
|
|
|
Total
Expenses |
|
|
1,610,967
|
|
|
Excise
tax expense (See Note 6) |
|
|
15,797
|
|
|
Fee
waiver from Adviser (See Note 7) |
|
|
(4,920) |
|
|
Fees
recouped by Adviser (See Note 3) |
|
|
3,344
|
|
|
Net
Expenses |
|
|
1,625,188
|
|
|
Net
Investment Income |
|
|
190,549
|
|
|
Realized
and Unrealized Gain |
|
|
|
|
|
Net
realized gain from: |
|
|
|
|
|
Investments |
|
|
31,361,543
|
|
|
Net
realized gain |
|
|
31,361,543
|
|
|
Net
change in unrealized appreciation (depreciation) on: |
|
|
|
|
|
Investments |
|
|
(11,322,250)
|
|
|
Foreign
currency translation |
|
|
(39)
|
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
(11,322,289)
|
|
|
Net
Realized and Unrealized Gain |
|
|
20,039,254
|
|
|
Net
Increase in Net Assets Resulting from Operations |
|
|
$20,229,803 |
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Muhlenkamp
Fund
Statements
of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
Operations: |
|
|
|
|
|
|
|
|
Net
investment income |
|
|
$
190,549 |
|
|
$
1,043,369 |
|
|
Net
realized gain |
|
|
31,361,543 |
|
|
8,099,026
|
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
(11,322,289) |
|
|
30,461,045
|
|
|
Net
Increase in Net Assets from Operations |
|
|
20,229,803 |
|
|
39,603,440
|
|
|
Distributions
to Shareholders: |
|
|
|
|
|
|
|
|
From
earnings |
|
|
— |
|
|
(8,074,313)
|
|
|
Total
distributions to shareholders |
|
|
— |
|
|
(8,074,313)
|
|
|
Capital
Transactions: |
|
|
|
|
|
|
|
|
Shares
sold |
|
|
10,509,160 |
|
|
9,093,955
|
|
|
Shares
issued from reinvestment of distributions |
|
|
— |
|
|
7,476,417
|
|
|
Shares
redeemed |
|
|
(19,119,935) |
|
|
(35,007,766)
|
|
|
Net
Decrease in Net Assets from Capital Transactions |
|
|
(8,610,775) |
|
|
(18,437,394)
|
|
|
Net
Increase in Net Assets |
|
|
11,619,028 |
|
|
13,091,733
|
|
|
Net
Assets: |
|
|
|
|
|
|
|
|
Beginning
of the period |
|
|
248,584,771 |
|
|
235,493,038
|
|
|
End
of the period |
|
|
$ 260,203,799 |
|
|
$ 248,584,771
|
|
|
Shares
Transactions |
|
|
|
|
|
|
|
|
Shares
sold |
|
|
129,708 |
|
|
133,522
|
|
|
Shares
issued from reinvestment of distributions |
|
|
— |
|
|
100,126
|
|
|
Shares
redeemed |
|
|
(237,262) |
|
|
(509,254)
|
|
|
Total
Decrease in Shares Outstanding |
|
|
(107,554) |
|
|
(275,606) |
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Muhlenkamp
Fund
Financial
Highlights
|
|
|
|
|
|
|
|
|
|
Per
share data: |
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$73.01 |
|
|
$63.99 |
|
|
$62.23 |
|
|
$55.11 |
|
|
$57.21 |
|
|
$47.79
|
|
|
Investment
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss) |
|
|
0.06(a) |
|
|
0.33 |
|
|
0.46 |
|
|
0.71 |
|
|
0.22 |
|
|
(0.05)
|
|
|
Net
realized and unrealized gain on investments(b) |
|
|
5.85 |
|
|
11.12 |
|
|
6.36 |
|
|
6.96 |
|
|
1.43 |
|
|
13.91
|
|
|
Total
from investment operations |
|
|
5.91 |
|
|
11.45 |
|
|
6.82 |
|
|
7.67 |
|
|
1.65 |
|
|
13.86
|
|
|
Less
Distributions from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income |
|
|
— |
|
|
(0.30) |
|
|
(0.37) |
|
|
(0.55) |
|
|
(0.21) |
|
|
—
|
|
|
Net
realized gains |
|
|
— |
|
|
(2.13) |
|
|
(4.69) |
|
|
— |
|
|
(3.54) |
|
|
(4.44)
|
|
|
Total
distributions |
|
|
— |
|
|
(2.43) |
|
|
(5.06) |
|
|
(0.55) |
|
|
(3.75) |
|
|
(4.44)
|
|
|
Net
asset value, end of period |
|
|
$78.92 |
|
|
$73.01 |
|
|
$63.99 |
|
|
$62.23 |
|
|
$55.11 |
|
|
$57.21
|
|
|
Total
return |
|
|
8.09%(c) |
|
|
17.82% |
|
|
10.95% |
|
|
13.92% |
|
|
2.88% |
|
|
29.02%
|
|
|
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period
(in
thousands) |
|
|
$260,204 |
|
|
$248,585 |
|
|
$235,493 |
|
|
$231,047 |
|
|
$276,778 |
|
|
$202,118
|
|
|
RATIO
OF EXPENSES TO AVERAGE NET ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before
expense waiver/ recoupment |
|
|
1.21%(d) |
|
|
1.22% |
|
|
1.24% |
|
|
1.25% |
|
|
1.22% |
|
|
1.26%
|
|
|
After
expense waiver/ recoupment |
|
|
1.21%(d) |
|
|
1.20%(e) |
|
|
1.20%(e) |
|
|
1.17%(e)(f) |
|
|
1.10%(e) |
|
|
1.10%
|
|
|
Ratio
of tax expenses to average net assets |
|
|
0.01%(d) |
|
|
0.00%(g) |
|
|
—% |
|
|
—% |
|
|
—% |
|
|
—%
|
|
|
Ratio
of expenses to average net assets excluding tax expense |
|
|
1.20%(d) |
|
|
1.20% |
|
|
1.20% |
|
|
1.17% |
|
|
1.10% |
|
|
1.10%
|
|
|
Ratio
of net investment income (loss) to average net assets |
|
|
0.14%(d) |
|
|
0.43% |
|
|
0.66% |
|
|
1.15% |
|
|
0.39% |
|
|
(0.08)%
|
|
|
Portfolio
turnover rate |
|
|
3%
(c) |
|
|
16% |
|
|
9% |
|
|
15% |
|
|
15%(h) |
|
|
8%(i) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Net investment income
per share has been calculated based on average shares outstanding during the period.
|
|
(b)
|
Realized and unrealized
gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the
periods and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the periods.
|
|
(c)
|
Not annualized for
periods less than one year.
|
|
(d)
|
Annualized for periods
less than one year.
|
|
(e)
|
The ratio includes
expense reductions for minimum account maintenance fees deposited into the Fund. (See Note 7).
|
|
(f)
|
Prior to May 1,
2023, the annual expense limitation was 1.10% of the average daily net assets. Thereafter, it was 1.20%.
|
|
(g)
|
Amount represents less
than 0.01% per share. |
|
(h)
|
Excludes the value
of securities delivered as a result of an in-kind redemption of the Fund’s capital shares on July 5, 2022.
|
|
(i)
|
Excludes the value
of securities delivered as a result of an in-kind redemption of the Fund’s capital shares on May 12, 2021, and August 31,
2021. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
MUHLENKAMP
FUND
NOTES
TO FINANCIAL STATEMENTS
Six
Months Ended June 30, 2026 (Unaudited)
1.
ORGANIZATION
Managed
Portfolio Series (the “Trust”) was organized as a Delaware statutory trust on January 27, 2011. The Trust is registered
under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company. The Muhlenkamp
Fund (the “Fund”) is a diversified series with its own investment objectives and policies within the Trust. The Fund
commenced operations on November 1, 1988.
The
Fund operates as a diversified open-end mutual fund that continuously offers its shares for sale to the public. The Fund manages its assets
to seek a maximum total after-tax return to its shareholders through capital appreciation, and income from dividends and interest, consistent
with reasonable risk. 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. The Fund principally invests in a diversified list of common stocks of any capitalization,
determined by Muhlenkamp & Company, Inc. (the “Adviser”) to be highly profitable, yet undervalued. The Fund may acquire
and hold fixed-income or debt investments as market conditions warrant and when, in the opinion of the Adviser, it is deemed desirable
or necessary in order to attempt to achieve its investment objective.
The
primary focus of the Fund is long-term, and the investment options are diverse. This allows for greater flexibility in the daily management
of Fund assets. However, with flexibility also comes the risk that assets will be invested in various classes of securities at the wrong
time and price.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The
following is a summary of significant accounting policies consistently followed by the Fund in preparation of the accompanying financial
statements. These policies are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).
a.
Investment Valuations. Following is a description of the valuation techniques applied to the Fund’s
major categories of assets and liabilities measured at fair value on a recurring basis. The Fund’s investments are carried at fair
value.
Equity
Securities – Equity securities, including common stocks, preferred stocks, exchange-traded funds
(“ETFs”) and real estate investment trusts (“REITs”), that are primarily traded on a national securities exchange
are 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 ask prices. Securities traded primarily in the Nasdaq Global Market System for which
market quotations are readily available are valued using the Nasdaq Official Closing Price (“NOCP”). If the NOCP is not available,
such securities are 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 ask 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. If the market for a particular security is not active, and the mean between bid and ask prices
is used, these securities are categorized in Level 2 of the fair value hierarchy.
Corporate
Bonds – Corporate bonds, including listed
issues, are valued at fair value on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied
valuations and formula-based techniques. The pricing service may consider recently executed transactions in securities of the issuer or
comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer. Most corporate
and municipal bonds are categorized in Level 2 of the fair value hierarchy.
U.S.
Government & Agency Securities – U.S. government & agency securities are normally valued
using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers,
and reference data. Certain securities are valued principally using dealer quotations. U.S. government and agency securities are
categorized in Level 2 of the fair value hierarchy depending on the inputs used and market activity levels for specific securities.
TABLE OF CONTENTS
MUHLENKAMP
FUND
NOTES
TO FINANCIAL STATEMENTS(Cont’d)
Six
Months Ended June 30, 2026 (Unaudited)
Short-Term
Investments – Short-term investments in other mutual funds, including money market funds, are valued
at their net asset value per share. 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.
Derivative
Instruments – Listed derivatives, including rights and warrants that are actively traded are valued
based on quoted prices from the exchange and categorized in Level 1 of the fair value hierarchy. Exchange traded options that are
valued at the mean of the highest bid price and lowest ask price across the exchanges where the option is traded are categorized in Level 2
of the fair value hierarchy.
The
Board of Trustees (the “Board”) has adopted a pricing and valuation policy for use by the Fund and its Valuation Designee
(as defined below) in calculating the Fund’s NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Fund has designated the Adviser
as its “Valuation Designee” to perform all of the fair value determinations as well as to perform all of the responsibilities
that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary
determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if
it is deemed that the prices obtained for brokers and dealers or independent pricing services are unreliable.
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.
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.
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 inputs used to value the Fund’s assets and liabilities as of June
30, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stocks |
|
|
$199,213,297 |
|
|
$ — |
|
|
$ — |
|
|
$199,213,297
|
|
|
Exchange
Traded Funds |
|
|
7,702,784 |
|
|
— |
|
|
— |
|
|
7,702,784
|
|
|
Short-Term
Investment |
|
|
53,584,989 |
|
|
— |
|
|
— |
|
|
53,584,989
|
|
|
Total
Investment in Securities |
|
|
$260,501,070 |
|
|
— |
|
|
— |
|
|
$
260,501,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refer
to the Schedule of Investments for further information on the classification of investments.
b.
Foreign Securities. Investing in securities of foreign companies and foreign governments involves special
risks and considerations not typically associated with investing in U.S. companies and the U.S. government. These risks may include revaluation
of currencies and future adverse political and economic developments. Moreover, securities of many foreign companies and foreign governments
and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. companies and the U.S.
government.
TABLE OF CONTENTS
MUHLENKAMP
FUND
NOTES
TO FINANCIAL STATEMENTS(Cont’d)
Six
Months Ended June 30, 2026 (Unaudited)
c.
Investment Transactions and Related Investment Income. Investment transactions are recorded on the trade
date. Dividend income is recorded on the ex-dividend date. Interest income is recorded daily on an accrual basis. The Fund uses the specific
identification method in computing gain or loss on the sale of investment securities. Withholding taxes on foreign dividends have been
provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and regulations. Distributions
received from the Fund’s investments in Master Limited Partnerships (“MLPs”) may be categorized as ordinary income,
net capital gain, or a return of capital. The proper classification of MLP distributions is generally not known until after the end of
each calendar year. The Fund must use estimates in reporting the character of its income and distributions for financial statement purposes.
Due to the nature of the MLP investments, a portion of the distributions received by the Fund’s shareholders may represent a return
of capital.
d.
Federal Taxes. The Fund complies with the requirements of subchapter M of the Internal Revenue Code
of 1986, as amended, necessary to qualify as a regulated investment company and distribute substantially all net taxable investment income
and net realized gains to shareholders in a manner which results in no tax cost to the Fund. Therefore, no federal income or excise tax
provision is required. As of and during the period ended June 30, 2026, the Fund did not have any tax positions that did not meet the
“more-likely-than-not” threshold of being sustained by the applicable tax authority. As of and during the period ended June
30, 2026, the Fund did not have any liabilities for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any,
related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations. During the period
ended June 30, 2026, the Fund incurred $15,797 in excise tax expense. As of and during the period ended June 30, 2026, the Fund did not
incur any interest and penalties. The Fund is not subject to examination by U.S. tax authorities for tax years prior to the fiscal year
ended December 31, 2022.
e.
Dividends and Distributions to Shareholders. Dividends from net investment income, if any, are declared
and paid at least annually. Distributions of net realized capital gains, if any, will be declared and paid at least annually. Income dividends
and capital gain distributions, if any, are recorded on the ex-dividend date. The Fund may utilize earnings and profits distributed to
shareholders on redemption of shares as part of the dividends paid deduction. Accordingly, reclassifications are made within the net asset
accounts for such amounts, as well as amounts related to permanent differences in the character of certain income and expense items for
income tax and financial reporting purposes. See Note 7 for additional disclosures.
f.
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 and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could
differ from those estimates.
g.
Allocation of Expenses. Expenses associated with a specific fund in the Trust are charged to that Fund.
Common Trust expenses are typically allocated evenly between the funds of the Trust or by other equitable means.
h.
Options Transactions. The Fund is subject to equity price risk in the normal course of pursuing its
investment objectives. The Fund may use purchased option contracts and written option contracts to hedge against the changes in the value
of equities or to meet its investment objectives. The Fund may write put and call options only if it (i) owns an offsetting position in
the underlying security or (ii) maintains cash or other liquid assets in an amount equal to or greater than its obligation under the option.
When
the Fund writes a call or put option, an amount equal to the premium received is included in the Statement of Assets & Liabilities
as a liability. The amount of the liability is subsequently adjusted to reflect the current fair value of the option. If an option expires
on its stipulated expiration date or if the Fund enters into a closing purchase transaction, a gain or loss is realized. If a written
call option is exercised, a gain or loss is realized for the sale of the underlying security and the proceeds from the sale are increased
by the premium originally received. If a written put option is exercised, the cost of the security acquired is decreased by the premium
originally received. As the writer of an option, the Fund has no control over whether the underlying securities are subsequently sold
(call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the security underlying the
written option.
TABLE OF CONTENTS
MUHLENKAMP
FUND
NOTES
TO FINANCIAL STATEMENTS(Cont’d)
Six
Months Ended June 30, 2026 (Unaudited)
The
Fund may purchase call and put options. When the Fund purchases a call or put option, an amount equal to the premium paid is included
in the Statement of Assets & Liabilities as an investment and is subsequently adjusted to reflect the fair value of the option. If
an option expires on the stipulated expiration date or if the Fund enters into a closing sale transaction, a gain or loss is realized.
If the Fund exercises a call option, the cost of the security acquired is increased by the premium paid for the call. If the Fund exercises
a put option, a gain or loss is realized from the sale of the underlying security, and the proceeds from such a sale are decreased by
the premium originally paid. Written and purchased options are non-income producing securities. Written and purchased options expose the
Fund to minimal counterparty risk since they are exchange traded and the exchange’s clearinghouse guarantees the options against
default.
The
Fund has adopted authoritative standards regarding disclosure about derivatives and hedging activities and how they affect the Fund’s
Statement of Assets and Liabilities and Statement of Operations. For the period ended June 30, 2026, no long options contracts were
purchased, and no written option contracts were opened. The Fund’s average monthly notional value of written option contracts for
the period ended June 30, 2026, was $0.
Segment
Reporting – The Fund operates as a single segment entity. The Fund’s income, expenses, assets,
and performance are regularly monitored and assessed by the Chief Compliance Officer, who serves as the chief operating decision maker,
using the information presented in the financial statements and financial highlights.
New
Accounting Pronouncement – Update 2023-09,
Income Taxes (Topic 740) Improvements to Income Tax Disclosures (“ASU 2023-09”).
Adoption of the new standard by the Fund impacted financial statement disclosures and did not affect the Fund’s financial position
or results of operations. A disaggregation of income taxes paid by jurisdiction is presented when significant income taxes are paid. Income
taxes paid by the Fund for the year were determined not to be significant.
3.
INVESTMENT ADVISORY FEE AND
OTHER TRANSACTIONS WITH AFFILIATES
The
Trust has an agreement with the Adviser to furnish investment advisory services to the Fund. Pursuant to an Investment Advisory Agreement
between the Trust and the Adviser, the Adviser charges a management fee at a 1.00% annual rate of the Fund’s average daily net assets
up to $300 million, 0.95% of the Fund’s average daily net assets on the next $200 million, and 0.90% on the balance of
the Fund’s average daily net assets.
The
Fund’s Adviser has contractually agreed to waive a portion or all of its management fees and/or reimburse the Fund for its expenses
to ensure that total annual operating expenses (excluding acquired fund fees and expenses, leverage/borrowing interest, interest expense,
taxes, brokerage commissions, and extraordinary expenses) do not exceed 1.20% of the average daily net assets of the Fund (the “Expense
Cap”). Prior to May 1, 2023, the Expense Cap was 1.10% of the average daily net assets of the Fund.
Fees
waived and expenses reimbursed by the Adviser may be recouped by the Adviser for a period of thirty-six months following the month during
which such waiver or reimbursement was made, if such recoupment can be achieved without exceeding the expense limit in effect at the time
the waiver and reimbursement occurred. The Operating Expense Limitation Agreement is indefinite but cannot be terminated within one year
after the effective date of the Fund’s prospectus. After that date, the agreement may be terminated at any time upon sixty days’
written notice by the Board or the Adviser. Waived fees and reimbursed expenses subject to potential recovery by month of expiration are
as follows:
|
|
|
|
|
|
|
July
– December 2026 |
|
|
$63,687
|
|
|
January
– December 2027 |
|
|
$78,529 |
|
|
January
– December 2028 |
|
|
$48,998 |
|
|
January
– June 2028 |
|
|
$4,920 |
|
|
|
|
|
|
|
TABLE OF CONTENTS
MUHLENKAMP
FUND
NOTES
TO FINANCIAL STATEMENTS(Cont’d)
Six
Months Ended June 30, 2026 (Unaudited)
U.S.
Bancorp Fund Services, LLC (the “Administrator”), doing business as U.S. Bank Global Fund Services, acts as the Fund’s
Administrator, Transfer Agent, and Fund Accountant. U.S. Bank N.A. (the “Custodian”) serves as the Custodian to the Fund.
The Custodian is an affiliate of the Administrator. The Administrator performs various administrative and accounting services for the
Fund. 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 Custodian; coordinates the payment of the Fund’s expenses
and reviews the Fund’s expense accruals. The officers of the Trust, including the Chief Compliance Officer, are employees of the
Administrator. As compensation for its services, the Administrator is entitled to a monthly fee at an annual rate based upon the average
daily net assets of the Fund, subject to annual minimums. Fees paid by the Fund for administration, transfer agency and accounting costs,
custody and chief compliance officer services for the period ended June 30, 2026, are disclosed in the Statement of Operations.
4.
Line of Credit
The
Fund has established an unsecured Line of Credit (“LOC”) in the amount of $10,000,000, 5% of the Fund’s gross market
value or 33.33% of the unencumbered assets of the Fund, whichever is less. The LOC matures on July 17, 2026. This LOC is intended to provide
short-term financing, if necessary, subject to certain restrictions and covenants in connection with shareholder redemptions and other
short-term liquidity needs of the Fund. The LOC is with the Custodian. Interest is charged at the prime rate which was 6.75% as of June
30, 2026. The interest rate during the period was 6.75%. The Fund has authorized the Custodian to charge any of the Fund’s accounts
for any missed payments. For the period ended June 30, 2026, the Fund did not have any borrowings under the LOC.
5.
Investment Transactions
Purchases
and sales of investment securities, excluding short-term securities, for the period ended June 30, 2026, were as follows:
|
|
|
|
|
|
|
$ — |
|
|
$ — |
|
|
$8,077,223 |
|
|
$56,243,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
Federal Tax Information
The
Fund intends to utilize provisions of the federal income tax laws which allow it to carry a realized capital loss forward for an unlimited
period. As of December 31, 2025, the Funds’ most recently completed year end, the Fund did not have a capital loss carryover.
As
of December 31, 2025, the components of distributable earnings on a tax basis were as follows:
|
|
|
|
|
|
|
Tax
cost of investments |
|
|
$120,393,494
|
|
|
Gross
tax unrealized appreciation |
|
|
$131,395,105
|
|
|
Gross
tax unrealized depreciation |
|
|
(2,937,230)
|
|
|
Net
tax unrealized appreciation on investments |
|
|
128,457,875
|
|
|
Undistributed
ordinary income |
|
|
— |
|
|
Undistributed
long term capital gains |
|
|
562,544 |
|
|
Distributable
earnings |
|
|
562,544 |
|
|
Other
accumulated loss |
|
|
(345,863)
|
|
|
Total
distributable earnings |
|
|
$128,674,556 |
|
|
|
|
|
|
|
Any
temporary book basis and tax-basis differences are attributable primarily to straddle loss deferrals.
TABLE OF CONTENTS
MUHLENKAMP
FUND
NOTES
TO FINANCIAL STATEMENTS(Cont’d)
Six
Months Ended June 30, 2026 (Unaudited)
The
Fund plans to distribute substantially all of the net investment income and net realized gains that it has realized on the sale of securities.
These income and gains distributions will generally be paid once each year, on or before December 31. The character of distributions
made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes
due to differences in the recognition of income, expense or gain items for financial reporting and tax reporting purposes.
The
tax character of distributions paid were as follows:
|
|
|
|
|
|
|
|
|
|
Ordinary
Income* |
|
|
$ — |
|
|
$ 999,403
|
|
|
Long-term
capital gain |
|
|
— |
|
|
7,074,910 |
|
|
|
|
|
|
|
|
|
|
|
*
|
For federal income tax purposes, distributions of
short-term capital gains are treated as ordinary income distributions. |
7.
Expense Reductions
Expenses
were reduced for fiscal years ending 2022, 2023,2024, and 2025 through the deposit of minimum account maintenance fees into the Fund.
By November 30th of each year, all accounts must meet one of three criteria: 1) have net investments (purchases less redemptions)
totaling $1,500 or more, 2) have an account value greater than $1,500, or 3) be enrolled in the Fund’s Automatic Investment Plan.
Accounts that do not meet one of these three criteria are charged a $15 minimum account maintenance fee. This fee was used to lower the
Fund’s expense ratio.
8.
Guarantees and Indemnifications
In
the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The
Fund’s maximum exposure under these arrangements is unknown as this would involve future claims against the Fund that have not yet
occurred. Based on experience, the Fund expects the risk of loss to be remote.
TABLE OF CONTENTS
MUHLENKAMP
FUND
ADDITIONAL
INFORMATION
Six
Months Ended June 30, 2026 (Unaudited)
BROKER
COMMISSIONS
For
the period ended June 30, 2026, the Fund paid $8,533 in broker commissions. These commissions are included in the cost basis of investments
purchased and deducted from the proceeds of securities sold. This accounting method is the industry standard for mutual funds. Were these
commissions itemized as expenses, they would equal less than 1/2 cent per Fund share.
INFORMATION
ABOUT PROXY VOTING
Information
regarding how the Fund votes proxies relating to portfolio securities is available without charge upon request by calling toll-free at
1-800-860-3863 or by accessing the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio
securities during the most recent twelve-month period ending June 30, is available on the SEC’s website at www.sec.gov or by calling
the toll-free number listed above.
AVAILABILITY
OF QUARTERLY PORTFOLIO SCHEDULE
The
Fund files complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of
Form N-PORT. The Fund’s Part F of Form N-PORT is available on the SEC’s website at www.sec.gov and may be reviewed
and copied at the SEC’s Public Reference Room in Washington, D.C. For information on the Public Reference Room call 1-800-SEC-0330.
In addition, the Fund’s Part F of Form N-PORT is available without charge upon request by calling 1-800-860-3863.
ADDITIONAL
REQUIRED DISCLOSURE FROM
FORM N-CSR
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.
PROXY
DISCLOSURE FOR OPEN-END
INVESTMENT COMPANIES
There
were no matters submitted to a vote of shareholders during the period covered by this report.
RENUMERATION
PAID TO DIRECTORS, OFFICERS,
AND OTHERS OF OPEN-END
INVESTMENT COMPANIES
See
the Statement of Operations.
STATEMENT
REGARDING BASIS FOR APPROVAL
OF INVESTMENT ADVISORY CONTRACT
Not
applicable.
TABLE OF CONTENTS
INVESTMENT
ADVISER
Muhlenkamp
& Company, Inc.
5000 Stonewood
Drive, Suite 300
Wexford,
PA 15090
ADMINISTRATOR,
FUND ACCOUNTANT
AND TRANSFER
AGENT
U.S. Bancorp
Fund Services, LLC
615 E. Michigan
Street
Milwaukee,
WI 53202
CUSTODIAN
U.S. Bank
N.A.
1555 North
Rivercenter Drive, Suite 302
Milwaukee,
WI 53212
DISTRIBUTOR
Quasar Distributors,
LLC
Three Canal
Plaza, Suite 100
Portland,
Maine 04101
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Cohen &
Company, Ltd.
875 East
Wisconsin Avenue, Suite 210
Milwaukee,
WI 53202
LEGAL COUNSEL
Morgan,
Lewis, & Bockius LLP
1111 Pennsylvania
Avenue NW
Washington,
DC 20004
This
report must be accompanied or preceded by a prospectus.
The
Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and is available without
charge upon
request
by calling 1-800-860-3863.
|
(b) |
Financial Highlights are included within the financial statements filed under Item 7 of
this Form. |
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.
See Item 7(a).
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable.
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 Principal Executive Officer and Principal Financial Officer have
reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act
of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the
Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded
that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately
recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service
provider. |
|
(b) |
There were no changes in the Registrant’s internal control over financial reporting
(as defined in Rule 30a-3(d) under the Act) that occurred during the 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 for semi-annual reports. |
(2) Not applicable.
(3) A separate certification
for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed
herewith.
(4) Not applicable to open-end investment companies.
(5) Not applicable to open-end investment companies.
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) |
Managed Portfolio Series |
|
| |
By (Signature and Title)* |
/s/ Brian R. Wiedmeyer |
|
| |
|
Brian R. Wiedmeyer, 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/ Brian R. Wiedmeyer |
|
| |
|
Brian R. Wiedmeyer, Principal Executive Officer |
|
| |
By (Signature and Title)* |
/s/ Aaron G. Johanson |
|
| |
|
Aaron G. Johanson, Principal Financial Officer |
|
* Print the name and title of each signing officer under his or her signature.