Form N-CSR/A Managed Portfolio Series For: Apr 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
(Address of principal executive offices) (Zip code)
Brian R. Wiedmeyer, President
Managed Portfolio Series
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Ave, 5th Fl
Milwaukee, WI 53202
(Name and address of agent for service)
(Name and address of agent for service)
(414) 765-6844
Registrant's telephone number, including area code
Date of fiscal year end: April 30, 2021
Date of reporting period: April 30, 2021
Item 1. Reports to Stockholders.
(a) [Insert full text of semi-annual or annual report here]
Nuance Concentrated Value Fund
Investor Class Shares – NCAVX
Institutional Class Shares – NCVLX
Annual Report
www.nuanceinvestments.com
|
April 30, 2021
|
NUANCE CONCENTRATED VALUE FUND
April 30, 2021
Dear Fellow Shareholders:
We are pleased to write our semi-annual shareholder letter for the Nuance Concentrated Value Fund (the “Fund”). The Fund is a classic value investment product investing primarily in the equity or equity-linked
securities of United States based companies. The Fund will typically maintain 15-35 positions in the securities of companies that, in the opinion of the Nuance Investments team, have leading and sustainable market share positions, above average
financial strength, and are trading at prices materially below our internally derived view of intrinsic value.
Average Annual Rates of Return as of April 30, 2021:
6 Months
|
1 Year
|
3 Year
|
5 Year
|
Since Inception(1)
|
|
Institutional Class
|
22.39%
|
30.30%
|
11.61%
|
10.28%
|
11.06%
|
Russell 3000 Value Index(2)
|
37.64%
|
47.78%
|
12.24%
|
12.25%
|
11.27%
|
S&P 500 Index(3)
|
28.85%
|
45.98%
|
18.67%
|
17.42%
|
14.43%
|
6 Months
|
1 Year
|
3 Year
|
5 Year
|
Since Inception(4)
|
|
Investor Class, no load
|
22.26%
|
29.96%
|
11.32%
|
9.97%
|
10.76%
|
Investor Class with load
|
16.12%
|
23.44%
|
9.42%
|
8.84%
|
10.19%
|
Russell 3000 Value Index(2)
|
37.64%
|
47.78%
|
12.24%
|
12.25%
|
11.27%
|
S&P 500 Index(3)
|
28.85%
|
45.98%
|
18.67%
|
17.42%
|
14.43%
|
Performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an
investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Investor Class performance data shown reflects both performance with the maximum
sales charge of 5.75% (for periods prior to September 17, 2015) or 5.00% (for periods September 17, 2015 and after) and without it. Performance data current to the most recent month end may be obtained by calling 1-855-682-6233.
Nuance Investments, LLC (the “Adviser”) has contractually agreed to waive all or a portion of its management fees and pay Fund operating expenses in order to ensure that Total Annual Fund Operating Expenses (excluding
any front-end or contingent deferred loads, acquired fund fees and expenses, leverage/borrowing, interest, interest expense, dividends paid on short sales, taxes, brokerage commissions and extraordinary expenses) do not exceed 1.28% of the average
daily net assets of the Investor Class and 1.03% of the average daily net assets of the Institutional Class through at least August 28, 2021. Net Expense Ratios are as of the Fund’s most recent prospectus and are applicable to investors.
Institutional Class Gross Expense Ratio – 1.12%
|
Net Expense Ratio – 1.05%
|
Investor Class Gross Expense Ratio – 1.37%
|
Net Expense Ratio – 1.30%
|
(1)
|
May 31, 2011
|
(2)
|
The Russell 3000 Value Index measures performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. This index cannot be invested in directly.
|
(3)
|
The Standard & Poor’s 500 Index (S&P 500) is an unmanaged, capitalization-weighted index generally representative of the U.S. Market for large capitalization stocks. This Index cannot be invested in
directly.
|
(4)
|
July 31, 2012. Performance shown for the Investor Class prior to inception of the Investor Class shares is based on the performance of the Institutional Class shares, adjusted for higher expenses applicable to
Investor Class shares.
|
In terms of performance, since its inception on May 31, 2011 thru April 30, 2021, the Institutional Class is up 11.06 percent (annualized) versus its primary index – the Russell 3000 Value Index – up 11.27 percent
(annualized) and the S&P 500 Index up 14.43 percent (annualized). For more perspective on our longer term performance please refer to your prospectus. This Nuance Concentrated Value product has existed in a separate account form since November
13, 2008. While our Nuance Concentrated Value Fund underperformed the primary
1
NUANCE CONCENTRATED VALUE FUND
benchmark over the 6-month time horizon, Nuance cautions clients regarding the use of short-term performance as a tool to make investment decisions. As we remind our clients, your team continues to try and find leading
business franchises with sustainable competitive positions that are trading below our internally derived view of fair or intrinsic value. We believe that our time-tested process of finding what we consider best of breed businesses with better than
the market downside support and better than the market upside potential over the long-term should lead to solid risk adjusted returns versus our peers and benchmarks.
At Nuance, our team and our processes are designed to emphasize consistency and what we believe is thorough fundamental analysis of companies that have the potential to lead to investment returns that will be
acceptable for our shareholders over the long term. To do this, we focus our attention on studying one company at a time using the Nuance approach. Part of that approach is to ensure that each company we own has a sound and solid competitive
position and that the companies are undervalued based on our internally derived view of sustainable cash flows, earnings and valuation. We believe in a thorough fundamental valuation analysis and that focusing simply on the value of a business is not
enough. Rather, we spend considerable time studying the down- side potential of each company we own. As such, we believe that we understand the potential upside and the potential downside risks to our investments. This approach is critical to our
goal of trying to provide shareholders with not only above-average returns over time, but above-average risk-adjusted returns as well.
The Healthcare and Consumer Staples sectors remain our largest sector overweights relative to the benchmark. In the Healthcare sector, we remain overweight as we continue to see attractive risk/rewards in several
select leaders, primarily in the Equipment & Supplies industry. We believe many of those risk/rewards are attractive given delays in elective procedures due to ongoing capacity issues in the healthcare system for Covid-19 patients. We continue to
see what we believe to be attractive risk/rewards in the Consumer Staples sector with many of the opportunities in the Food Products and Beverages industries. While we are now slightly underweight in the Financial sector, we continue to see a mix of
what we believe to be select leaders primarily in the Insurance and Capital Markets industries where we are seeing a combination of company specific, one-off negative transitory issues and low interest rates, in our view. We are now overweight the
Utilities sector as we have found what we believe to be attractive opportunities in the water utilities industry. We remain underweight the Energy sector where we believe the sector is facing a multi-year period of competitive transition. Lastly, we
remain underweight the Consumer Discretionary, Communication Services, Materials and, Information Technology sectors primarily due to valuation concerns.
Thank you for your interest and your continued support.
Scott A. Moore, CFA
Please visit our website at www.nuanceinvestments.com for more information about our team, our process, and value investing. You can also get real-time access to the Nuance Investment website updates and information
via traditional mail or e-mail. Simply contact us at [email protected] or call 816-743-7080 to sign-up.
This report must be preceded or accompanied by a prospectus.
Mutual fund investing involves risk. Principal loss is possible. Investments in small and mid-capitalization companies involve additional risk such as limited liquidity and greater volatility than
larger capitalization companies. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. The Fund is non-diversified, meaning it may concentrate its assets in fewer
individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual stock volatility than a diversified fund.
Past performance does not guarantee future results.
Opinions expressed are subject to change, are not guaranteed and should not be considered investment advice or recommendations to buy or sell any security.
A Cash Flow is a revenue or expense stream that changes an account over a given period.
Nuance Investments, LLC is the advisor to the Nuance Concentrated Value Fund which is distributed by Quasar Distributors, LLC.
2
NUANCE CONCENTRATED VALUE FUND
Value of $10,000 Investment (Unaudited)
The chart assumes an initial investment of $10,000. Performance reflects waivers of fee and operating expenses in effect. In the absence of such waivers, total return would be reduced. Performance
data quoted represents past performance and does not guarantee future results. Investment returns and principal value will fluctuate, and when sold, may be worth more or less than their original cost. Performance current to the most recent month-end
may be lower or higher than the performance quoted and can be obtained by calling 1-855-682-6233. Performance assumes the reinvestment of capital gains and income distributions. The performance does not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund shares.
Average Annual Rates of Return (%) As of April 30, 2021
Since
|
||||
1 Year
|
3 Years
|
5 Years
|
Inception(1)
|
|
Investor Class (without sales load)
|
29.96%
|
11.32%
|
9.97%
|
10.76%
|
Investor Class (with sales load)(2)
|
23.44%
|
9.42%
|
8.84%
|
10.19%
|
Institutional Class
|
30.30%
|
11.61%
|
10.28%
|
11.06%
|
S&P 500 Index(3)
|
45.98%
|
18.67%
|
17.42%
|
14.43%
|
Russell 3000 Value Index(4)
|
47.78%
|
12.24%
|
12.25%
|
11.27%
|
(1)
|
Period from Fund inception through April 30, 2021. The Institutional Class shares commenced operations on May 31, 2011 and Investor Class shares commenced operations on July 31, 2012. Performance shown for
the Investor Class prior to inception of the Investor Class shares is based on the performance of the Institutional Class shares, adjusted for the higher expenses applicable to Investor Class shares.
|
(2)
|
Returns reflect a sales load of 5.00%.
|
(3)
|
The Standard & Poor’s 500 Index (S&P 500) is an unmanaged, capitalization-weighted index generally representative of the U.S. market for large capitalization stocks. This Index cannot be invested in
directly.
|
(4)
|
The Russell 3000 Value Index measures performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. This Index cannot be invested in directly.
|
The following is expense information for the Nuance Concentrated Value Fund as disclosed in the Fund’s most recent prospectus dated August 28, 2020:
Investor Class Gross Expenses: 1.37%
|
Investor Class Net Expenses: 1.30%
|
Institutional Class Gross Expenses: 1.12%
|
Institutional Class Net Expenses: 1.05%
|
3
NUANCE CONCENTRATED VALUE FUND
Nuance Investments, LLC (the “Adviser”) has contractually agreed to waive its management fees and pay Fund expenses, in order to ensure that Total Annual Fund Operating Expenses (excluding any front-end or contingent
deferred loads, acquired fund fees and expenses, leverage/borrowing interest, interest expense, dividends paid on short sales, taxes, brokerage commissions and extraordinary expenses) do not exceed 1.28% of the average daily net assets of the
Investor Class and 1.03% of the average daily net assets of the Institutional Class. Fees waived and expenses paid by the Adviser may be recouped by the Adviser for a period of 36 months following the month during which such fee waiver and/or expense
payment was made if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee waiver and/or expense payment occurred and the expense limit in place at the time of recoupment. The Operating Expenses Limitation
Agreement is indefinite but cannot be terminated through at least August 28, 2021. Thereafter, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s Board of Trustees (the “Board”) or the Adviser, with consent of the
Board.
4
NUANCE CONCENTRATED VALUE FUND
Expense Example (Unaudited)
April 30, 2021
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include but are not limited to, sales charges (loads) on purchases; and (2) ongoing costs, including management fees,
distribution and service (12b-1) fees, shareholder servicing fees, and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of
investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2020 – April 30, 2021).
ACTUAL EXPENSES
For each class, the first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the
expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid
During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
For each class, the second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year
before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in
comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs may have been higher.
Expenses Paid
|
|||
Beginning Account
|
Ending Account
|
During Period(1)
|
|
Value (11/1/20)
|
Value (4/30/21)
|
(11/1/20 to 4/30/21)
|
|
Investor Class
|
|||
Actual(2)
|
$1,000.00
|
$1,222.60
|
$7.05
|
Hypothetical (5% return before expenses)
|
$1,000.00
|
$1,018.45
|
$6.41
|
Institutional Class
|
|||
Actual(2)
|
$1,000.00
|
$1,223.90
|
$5.68
|
Hypothetical (5% return before expenses)
|
$1,000.00
|
$1,019.69
|
$5.16
|
(1)
|
Expenses are equal to the Fund’s annualized expense ratio for the most recent six-month period of 1.28% and 1.03% for the Investor Class and Institutional Class, respectively, multiplied by the average account
value over the period, multiplied by 181/365 to reflect the one-half year period.
|
(2)
|
Based on the actual returns for the six-month period ended April 30, 2021 of 22.26% and 22.39% for the Investor Class and Institutional Class, respectively.
|
5
NUANCE CONCENTRATED VALUE FUND
Allocation of Portfolio(1) (% of Net Assets) (Unaudited)
April 30, 2021
Top Ten Equity Holdings(1) (Unaudited)
as of April 30, 2021
(% of Net Assets)
Beiersdorf AG – ADR
|
8.2
|
%
|
|||
Smith & Nephew – ADR
|
6.3
|
%
|
|||
Travelers Companies, Inc.
|
6.0
|
%
|
|||
United Utilities Group PLC – ADR
|
5.7
|
%
|
|||
Equity Commonwealth
|
5.7
|
%
|
|||
Baxter International, Inc.
|
4.5
|
%
|
|||
Northern Trust Corp.
|
4.5
|
%
|
|||
Sanderson Farms, Inc.
|
3.8
|
%
|
|||
SJW Group
|
3.5
|
%
|
|||
Diageo PLC – ADR
|
3.5
|
%
|
(1)
|
Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security.
|
ADR – American Depository Receipt
6
NUANCE CONCENTRATED VALUE FUND
Schedule of Investments
April 30, 2021
Shares
|
Value
|
|||||||
COMMON STOCKS – 82.5%
|
||||||||
Consumer Staples – 21.0%
|
||||||||
Beiersdorf AG – ADR
|
1,868,350
|
$
|
42,195,937
|
|||||
Cal-Maine Foods, Inc.
|
414,754
|
15,495,210
|
||||||
Diageo PLC – ADR
|
99,621
|
17,867,026
|
||||||
Henkel AG & Co. KGaA – ADR
|
102,491
|
2,542,802
|
||||||
Kimberly-Clark Corp.
|
77,929
|
10,389,494
|
||||||
Sanderson Farms, Inc.
|
120,308
|
19,794,275
|
||||||
108,284,744
|
||||||||
Financials – 18.2%
|
||||||||
Chubb Ltd.
|
94,465
|
16,209,249
|
||||||
Everest Re Group, Ltd.
|
61,047
|
16,906,967
|
||||||
MetLife, Inc.
|
81,853
|
5,208,307
|
||||||
Northern Trust Corp.
|
202,439
|
23,037,558
|
||||||
Travelers Companies, Inc.
|
200,466
|
31,004,072
|
||||||
Valley National Bancorp
|
128,194
|
1,765,231
|
||||||
94,131,384
|
||||||||
Healthcare – 22.0%
|
||||||||
Baxter International, Inc.
|
269,621
|
23,103,824
|
||||||
Becton, Dickinson & Co.
|
50,021
|
12,445,725
|
||||||
Dentsply Sirona, Inc.
|
223,966
|
15,119,945
|
||||||
ICU Medical, Inc.*
|
85,323
|
17,770,221
|
||||||
Johnson & Johnson
|
79,228
|
12,892,772
|
||||||
Smith & Nephew – ADR
|
751,658
|
32,449,076
|
||||||
113,781,563
|
||||||||
Industrials – 4.7%
|
||||||||
3M Co.
|
52,503
|
10,350,441
|
||||||
Northrop Grumman Corp.
|
39,347
|
13,946,151
|
||||||
24,296,592
|
||||||||
Real Estate – 5.7%
|
||||||||
Equity Commonwealth
|
1,013,989
|
29,202,883
|
||||||
Utilities – 10.9%
|
||||||||
Essential Utilities, Inc.
|
179,356
|
8,453,048
|
||||||
SJW Group
|
276,623
|
18,132,638
|
||||||
United Utilities Group PLC – ADR
|
1,081,039
|
29,404,260
|
||||||
55,989,946
|
||||||||
Total Common Stocks |
||||||||
(Cost $357,456,027)
|
425,687,112
|
See Notes to the Financial Statements
7
NUANCE CONCENTRATED VALUE FUND
Schedule of Investments – Continued
April 30, 2021
Shares
|
Value
|
|||||||
SHORT-TERM INVESTMENT – 18.0%
|
||||||||
First American Government Obligations Fund, Class X, 0.03%^
|
||||||||
(Cost $92,853,140)
|
92,853,140
|
$
|
92,853,140
|
|||||
Total Investments – 100.5%
|
||||||||
(Cost $450,309,167)
|
518,540,252
|
|||||||
Other Assets and Liabilities, Net – (0.5)%
|
(2,624,750
|
)
|
||||||
Total Net Assets – 100.0%
|
$
|
515,915,502
|
*
|
Non-income producing security.
|
^
|
The rate shown is the annualized seven day effective yield as of April 30, 2021.
|
ADR – American Depositary Receipt
See Notes to the Financial Statements
8
NUANCE CONCENTRATED VALUE FUND
Statement of Assets and Liabilities
April 30, 2021
ASSETS:
|
||||
Investments, at value
|
||||
(cost $450,309,167)
|
$
|
518,540,252
|
||
Cash
|
18,000
|
|||
Receivable for investment securities sold
|
7,080,040
|
|||
Receivable for capital shares sold
|
1,035,269
|
|||
Dividends & interest receivable
|
547,860
|
|||
Prepaid expenses
|
27,657
|
|||
Total assets
|
527,249,078
|
|||
LIABILITIES:
|
||||
Payable for investment securities purchased
|
10,383,876
|
|||
Payable for capital shares redeemed
|
433,858
|
|||
Payable to investment adviser
|
361,362
|
|||
Payable for fund services fees
|
70,866
|
|||
Payable for trustee fees
|
60
|
|||
Accrued distribution & shareholder service fees
|
51,752
|
|||
Accrued expenses
|
31,802
|
|||
Total liabilities
|
11,333,576
|
|||
NET ASSETS
|
$
|
515,915,502
|
||
NET ASSETS CONSIST OF:
|
||||
Paid-in capital
|
$
|
405,057,069
|
||
Total distributable earnings
|
110,858,433
|
|||
Net Assets
|
$
|
515,915,502
|
Investor
|
Institutional
|
|||||||
Class
|
Class
|
|||||||
Net Assets
|
$
|
27,674,517
|
$
|
488,240,985
|
||||
Shares issued and outstanding(1)
|
1,710,764
|
30,122,434
|
||||||
Net asset value, redemption price and minimum offering price per share
|
$
|
16.18
|
$
|
16.21
|
||||
Maximum offering price per share ($16.18/0.95)(2)
|
$
|
17.03
|
N/A
|
(1)
|
Unlimited shares authorized with no par value.
|
(2)
|
Reflects a maximum sales charge of 5.00%.
|
See Notes to the Financial Statements
9
NUANCE CONCENTRATED VALUE FUND
Statement of Operations
For the Year Ended April 30, 2021
INVESTMENT INCOME:
|
||||
Dividend income
|
$
|
7,053,163
|
||
Less: Foreign taxes withheld
|
(110,448
|
)
|
||
Interest income
|
34,325
|
|||
Total investment income
|
6,977,040
|
|||
EXPENSES:
|
||||
Investment adviser fees (See Note 4)
|
3,971,069
|
|||
Fund services fees (See Note 4)
|
279,279
|
|||
Federal & state registration fees
|
58,180
|
|||
Postage & printing fees
|
26,233
|
|||
Audit fees
|
17,003
|
|||
Trustee fees
|
13,776
|
|||
Other
|
3,780
|
|||
Insurance fees
|
3,704
|
|||
Legal fees
|
3,348
|
|||
Distribution & shareholder service fees (See Note 5):
|
||||
Investor Class
|
122,870
|
|||
Institutional Class
|
466,888
|
|||
Total expenses before waiver
|
4,966,130
|
|||
Fee recoupment (See Note 4)
|
5,742
|
|||
Less: waiver from investment adviser (See Note 4)
|
(83,078
|
)
|
||
Net expenses
|
4,888,794
|
|||
NET INVESTMENT INCOME
|
2,088,246
|
|||
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
|
||||
Net realized gain on investments
|
77,042,453
|
|||
Net change in unrealized appreciation/depreciation on investments
|
45,904,416
|
|||
Net realized and unrealized gain on investments
|
122,946,869
|
|||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
$
|
125,035,115
|
See Notes to the Financial Statements
10
NUANCE CONCENTRATED VALUE FUND
Statements of Changes in Net Assets
Year Ended
|
Year Ended
|
|||||||
April 30, 2021
|
April 30, 2020
|
|||||||
OPERATIONS:
|
||||||||
Net investment income
|
$
|
2,088,246
|
$
|
4,865,233
|
||||
Net realized gain (loss) on investments
|
77,042,453
|
(7,812,134
|
)
|
|||||
Net change in unrealized appreciation/depreciation on investments
|
45,904,416
|
(17,875,834
|
)
|
|||||
Net increase (decrease) in net assets resulting from operations
|
125,035,115
|
(20,822,735
|
)
|
|||||
CAPITAL SHARE TRANSACTIONS:
|
||||||||
Investor Class:
|
||||||||
Proceeds from shares sold
|
2,895,806
|
22,955,030
|
||||||
Proceeds from reinvestment of distributions
|
91,096
|
6,091,480
|
||||||
Payments for shares redeemed
|
(35,386,506
|
)
|
(53,459,009
|
)
|
||||
Decrease in net assets resulting from Investor Class transactions
|
(32,399,604
|
)
|
(24,412,499
|
)
|
||||
Institutional Class:
|
||||||||
Proceeds from shares sold
|
133,179,326
|
153,918,871
|
||||||
Proceeds from reinvestment of distributions
|
2,336,952
|
24,602,717
|
||||||
Payments for shares redeemed
|
(142,893,368
|
)
|
(96,406,193
|
)
|
||||
Increase (Decrease) in net assets resulting
|
||||||||
from Institutional Class transactions
|
(7,377,090
|
)
|
82,115,395
|
|||||
Net increase (decrease) in net assets resulting
|
||||||||
from capital share transactions
|
(39,776,694
|
)
|
57,702,896
|
|||||
DISTRIBUTIONS TO SHAREHOLDERS:
|
||||||||
Investor Class
|
(109,388
|
)
|
(6,318,824
|
)
|
||||
Institutional Class
|
(2,957,394
|
)
|
(29,345,865
|
)
|
||||
Total distributions to shareholders
|
(3,066,782
|
)
|
(35,664,689
|
)
|
||||
TOTAL INCREASE IN NET ASSETS
|
82,191,639
|
1,215,472
|
||||||
NET ASSETS:
|
||||||||
Beginning of year
|
433,723,863
|
432,508,391
|
||||||
End of year
|
$
|
515,915,502
|
$
|
433,723,863
|
See Notes to the Financial Statements
11
NUANCE CONCENTRATED VALUE FUND
Financial Highlights
For a Fund share outstanding throughout the year.
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||||||||
April 30,
|
April 30,
|
April 30,
|
April 30,
|
April 30,
|
||||||||||||||||
2021
|
2020
|
2019
|
2018
|
2017
|
||||||||||||||||
Investor Class
|
||||||||||||||||||||
PER SHARE DATA:
|
||||||||||||||||||||
Net asset value, beginning of year
|
$
|
12.49
|
$
|
14.17
|
$
|
14.35
|
$
|
14.41
|
$
|
13.22
|
||||||||||
INVESTMENT OPERATIONS:
|
||||||||||||||||||||
Net investment income
|
0.05
|
0.13
|
0.10
|
0.05
|
0.06
|
|||||||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain (loss) on investments
|
3.68
|
(0.70
|
)
|
1.32
|
0.87
|
1.21
|
||||||||||||||
Total from investment operations
|
3.73
|
(0.57
|
)
|
1.42
|
0.92
|
1.27
|
||||||||||||||
LESS DISTRIBUTIONS:
|
||||||||||||||||||||
Distributions from net investment income
|
(0.04
|
)
|
(0.12
|
)
|
(0.10
|
)
|
(0.03
|
)
|
(0.07
|
)
|
||||||||||
Distributions from net realized gains
|
—
|
(0.99
|
)
|
(1.50
|
)
|
(0.95
|
)
|
(0.01
|
)
|
|||||||||||
Total distributions
|
(0.04
|
)
|
(1.11
|
)
|
(1.60
|
)
|
(0.98
|
)
|
(0.08
|
)
|
||||||||||
Net asset value, end of year
|
$
|
16.18
|
$
|
12.49
|
$
|
14.17
|
$
|
14.35
|
$
|
14.41
|
||||||||||
TOTAL RETURN(1)
|
29.96
|
%
|
(5.02
|
)%
|
11.76
|
%
|
6.27
|
%
|
9.70
|
%
|
||||||||||
SUPPLEMENTAL DATA AND RATIOS:
|
||||||||||||||||||||
Net assets, end of year (in millions)
|
$
|
27.7
|
$
|
52.4
|
$
|
89.1
|
$
|
98.9
|
$
|
99.1
|
||||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
1.33
|
%
|
1.34
|
%
|
1.38
|
%
|
1.36
|
%
|
1.39
|
%
|
||||||||||
After expense waiver/recoupment
|
1.28
|
%
|
1.28
|
%
|
1.38
|
%(2)
|
1.36
|
%
|
1.39
|
%
|
||||||||||
Ratio of net investment income
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
0.16
|
%
|
0.84
|
%
|
0.64
|
%
|
0.31
|
%
|
0.45
|
%
|
||||||||||
After expense waiver/recoupment
|
0.21
|
%
|
0.90
|
%
|
0.64
|
%
|
0.31
|
%
|
0.45
|
%
|
||||||||||
Portfolio turnover rate
|
87
|
%
|
130
|
%
|
93
|
%
|
151
|
%
|
96
|
%
|
(1)
|
Total return does not reflect sales charges.
|
(2)
|
On April 30, 2019, the Adviser lowered the limit of annual operating expenses from 1.40% to 1.28% of average daily net assets.
|
See Notes to the Financial Statements
12
NUANCE CONCENTRATED VALUE FUND
Financial Highlights
For a Fund share outstanding throughout the year.
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||||||||
April 30,
|
April 30,
|
April 30,
|
April 30,
|
April 30,
|
||||||||||||||||
2021
|
2020
|
2019
|
2018
|
2017
|
||||||||||||||||
Institutional Class
|
||||||||||||||||||||
PER SHARE DATA:
|
||||||||||||||||||||
Net asset value, beginning of year
|
$
|
12.53
|
$
|
14.23
|
$
|
14.39
|
$
|
14.46
|
$
|
13.25
|
||||||||||
INVESTMENT OPERATIONS:
|
||||||||||||||||||||
Net investment income
|
0.07
|
0.16
|
0.14
|
0.10
|
0.11
|
|||||||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain (loss) on investments
|
3.71
|
(0.71
|
)
|
1.34
|
0.86
|
1.22
|
||||||||||||||
Total from investment operations
|
3.78
|
(0.55
|
)
|
1.48
|
0.96
|
1.33
|
||||||||||||||
LESS DISTRIBUTIONS:
|
||||||||||||||||||||
Distributions from net investment income
|
(0.10
|
)
|
(0.16
|
)
|
(0.14
|
)
|
(0.08
|
)
|
(0.11
|
)
|
||||||||||
Distributions from net realized gains
|
—
|
(0.99
|
)
|
(1.50
|
)
|
(0.95
|
)
|
(0.01
|
)
|
|||||||||||
Total distributions
|
(0.10
|
)
|
(1.15
|
)
|
(1.64
|
)
|
(1.03
|
)
|
(0.12
|
)
|
||||||||||
Net asset value, end of year
|
$
|
16.21
|
$
|
12.53
|
$
|
14.23
|
$
|
14.39
|
$
|
14.46
|
||||||||||
TOTAL RETURN
|
30.30
|
%
|
(4.85
|
)%
|
12.14
|
%
|
6.48
|
%
|
10.11
|
%
|
||||||||||
SUPPLEMENTAL DATA AND RATIOS:
|
||||||||||||||||||||
Net assets, end of year (in millions)
|
$
|
488.2
|
$
|
381.3
|
$
|
343.4
|
$
|
476.8
|
$
|
511.3
|
||||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
1.04
|
%
|
1.05
|
%
|
1.07
|
%
|
1.06
|
%
|
1.05
|
%
|
||||||||||
After expense waiver/recoupment
|
1.03
|
%
|
1.03
|
%
|
1.07
|
%(1)
|
1.06
|
%
|
1.05
|
%
|
||||||||||
Ratio of net investment income
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
0.45
|
%
|
1.13
|
%
|
0.95
|
%
|
0.62
|
%
|
0.79
|
%
|
||||||||||
After expense waiver/recoupment
|
0.46
|
%
|
1.15
|
%
|
0.95
|
%
|
0.62
|
%
|
0.79
|
%
|
||||||||||
Portfolio turnover rate
|
87
|
%
|
130
|
%
|
93
|
%
|
151
|
%
|
96
|
%
|
(1)
|
On April 30, 2019, the Adviser lowered the limit of annual operating expenses from 1.15% to 1.03% of average daily net assets.
|
See Notes to the Financial Statements
13
NUANCE CONCENTRATED VALUE FUND
Notes to the Financial Statements
April 30, 2021
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, as amended (the “1940 Act”), as an open-end
management investment company. The Nuance Concentrated Value Fund (the “Fund”) is a non-diversified series with its own investment objectives and policies within the Trust. The investment objective of the Fund is long-term capital appreciation.
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 commenced operations on May 31, 2011. The Fund currently offers two classes, the Investor Class and the Institutional Class. Investor Class shares may be subject to a front-end sales charge of up to 5.00%. Investor Class
shares are subject to a 0.25% of average daily net assets distribution and servicing fee and each class of shares is subject to a shareholder servicing fee of up to 0.15% of average daily net assets. Each class of shares has identical rights and
privileges with respect to voting on matters affecting a single share class. The Fund may issue an unlimited number of shares of beneficial interest, with no par value.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting
principles in the United States of America (“GAAP”).
Security Valuation – All investments in securities are recorded at their estimated fair value, as described in Note 3.
Federal Income 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 distributes 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 year ended April 30, 2021, 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. 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 year ended April 30, 2021, the Fund did not incur any interest or penalties.
Security Transactions, Income and Distributions – The Fund follows industry practice and records security transactions on the trade date. Realized gains and losses on sales of
securities are calculated on the basis of identified cost. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. 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. Discounts and premiums on securities purchased are amortized over the expected life of the respective securities using the constant yield method of calculation.
The Fund will make distributions, if any, of net investment income quarterly. The Fund will also distribute net realized capital gains, if any, annually. Distributions to shareholders are recorded on the ex-dividend
date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their treatment for federal income tax purposes. These differences
are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, GAAP requires that they be
reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund.
For the year ended April 30, 2021, there were no reclassifications.
14
NUANCE CONCENTRATED VALUE FUND
Notes to the Financial Statements – Continued
April 30, 2021
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 reporting period. Actual results could differ from those estimates.
Allocation of Income, Expenses and Gains/Losses – Income, expenses (other than those deemed attributable to a specific share class), and gains and losses of the Fund are
allocated daily to each class of shares based upon the ratio of net assets represented by each class as a percentage of the net assets of the Fund. Expenses deemed directly attributable to a class of shares are recorded by the specific class. Most
Fund expenses are allocated by class based on relative net assets. 12b-1 fees are expensed at 0.25% of average daily net assets of Investor Class shares. Shareholder service fees are expensed at up to 0.15% of average daily net assets for each class
of shares. 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.
3. SECURITIES VALUATION
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional
disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in 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.
|
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 – Securities 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.
Short-Term Investments – Investments in other mutual funds, including money market funds are valued at their net asset value per share and are categorized in Level 1 of the fair
value hierarchy. 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.
15
NUANCE CONCENTRATED VALUE FUND
Notes to the Financial Statements – Continued
April 30, 2021
Securities for which market quotations are not readily available, or if the closing price does not represent fair value, are valued following procedures approved by the Board of Trustees (the “Board”). These
procedures consider many factors, including the type of security, size of holding, trading volume and news events. There can be no assurance that the Fund could obtain the fair value assigned to a security if it were to sell the security at
approximately the time at which the Fund determines its net asset values per share. The Board has established a Valuation Committee to administer, implement, and oversee the fair valuation process, and to make fair value decisions when necessary.
The Board regularly reviews reports that describe any fair value determinations and methods.
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 securities as of
April 30, 2021:
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Common Stocks
|
$
|
425,687,112
|
$
|
—
|
$
|
—
|
$
|
425,687,112
|
||||||||
Short-Term Investment
|
92,853,140
|
—
|
—
|
92,853,140
|
||||||||||||
Total Investments in Securities
|
$
|
518,540,252
|
$
|
—
|
$
|
—
|
$
|
518,540,252
|
Refer to the Schedule of Investments for further information on the classification of investments.
4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Trust has an agreement with Nuance Investments, LLC (the “Adviser”) to furnish investment advisory services to the Fund. Pursuant to an Investment Advisory Agreement between the Trust and the Adviser, the Adviser
is entitled to receive, on a monthly basis, an annual advisory fee equal to 0.85% 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 reimburse the Fund for its expenses to ensure that total annual operating expenses (excluding acquired fund fees and
expenses, leverage, interest, dividend and interest expense on short sales, taxes, brokerage commissions and extraordinary expenses) for the Fund do not exceed 1.28% and 1.03% of average daily net assets of the Fund’s Investor Class and Institutional
Class, respectively. 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 intended to be continual in nature and cannot be terminated within a year after the effective date of the Fund’s
prospectus. After that date, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s Board or the Adviser, with the consent of the Board. For the year ended April 30, 2021, the Adviser recouped expenses of $5,742
relating to fees waived in prior years. Waived fees and reimbursed expenses subject to potential recovery by month of expiration are as follows:
Expiration
|
Amount
|
|||
May 2021 – April 2022
|
$
|
141
|
||
May 2022 – April 2023
|
$
|
127,072
|
||
May 2023 – April 2024
|
$
|
83,078
|
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, (“Fund Services” or the “Administrator”), 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 Fund’s custodian; coordinates the payment of the Fund’s
16
NUANCE CONCENTRATED VALUE FUND
Notes to the Financial Statements – Continued
April 30, 2021
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 and accounting, transfer agency, custody and compliance services for the year ended April
30, 2021, are disclosed in the Statement of Operations as fund services fees.
5. DISTRIBUTION & SHAREHOLDER SERVICING FEES
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”) in the Investor Class only. The Plan permits the Fund to pay for distribution and related expenses at an annual rate of 0.25% of the
Investor Class average daily net assets. The expenses covered by the Plan may include the cost of preparing and distributing prospectuses and other sales material, advertising and public relations expenses, payments to financial intermediaries and
compensation of personnel involved in selling shares of the Fund. Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred. For the year ended April
30, 2021, the Investor Class incurred expenses of $76,794 pursuant to the Plan.
The Fund has entered into a shareholder servicing agreement (the “Agreement”) where the Adviser acts as the shareholder agent, under which the Fund may pay servicing fees at an annual rate of up to 0.15% of the average
daily net assets of each class. Payments, if any, to the Adviser under the Agreement may reimburse the Adviser for payments it makes to selected brokers, dealers and administrators which have entered into service agreements with the Adviser for
services provided to shareholders of the Fund. Payments may also be made directly to the intermediaries providing shareholder services. Services provided by such intermediaries also include the provision of support services to the Fund and includes
establishing and maintaining shareholders’ accounts and record processing, purchase and redemption transactions, answering routine client inquiries regarding the Fund, and providing such other personal services to shareholders as the Fund may
reasonably request. For the year ended April 30, 2021, the Investor and Institutional Class incurred $46,076 and $466,888, respectively, of shareholder servicing fees under the Agreement.
6. CAPITAL SHARE TRANSACTIONS
Transactions in shares of the Fund were as follows:
Year Ended
|
Year Ended
|
|||||||
April 30, 2021
|
April 30, 2020
|
|||||||
Investor Class:
|
||||||||
Shares sold
|
204,659
|
1,657,554
|
||||||
Shares issued to holders in reinvestment of distributions
|
6,812
|
421,622
|
||||||
Shares redeemed
|
(2,699,418
|
)
|
(4,165,164
|
)
|
||||
Net decrease in Investor Class shares
|
(2,487,947
|
)
|
(2,085,988
|
)
|
||||
Institutional Class:
|
||||||||
Shares sold
|
9,566,328
|
11,680,117
|
||||||
Shares issued to holders in reinvestment of distributions
|
176,002
|
1,699,630
|
||||||
Shares redeemed
|
(10,038,268
|
)
|
(7,100,560
|
)
|
||||
Net increase (decrease) in Institutional Class shares
|
(295,938
|
)
|
6,279,187
|
|||||
Net increase (decrease) in shares outstanding
|
(2,783,885
|
)
|
4,193,199
|
17
NUANCE CONCENTRATED VALUE FUND
Notes to the Financial Statements – Continued
April 30, 2021
7. INVESTMENT TRANSACTIONS
The aggregate purchases and sales, excluding short-term investments, by the Fund for the year ended April 30, 2021, were as follows:
Purchases
|
Sales
|
|||||||
U.S. Government
|
$
|
—
|
$
|
—
|
||||
Other
|
$
|
348,896,734
|
$
|
417,581,282
|
8. FEDERAL TAX INFORMATION
The aggregate gross unrealized appreciation and depreciation of securities held by the Fund and the total cost of securities for federal income tax purposes at April 30, 2021, the Fund’s most recent fiscal year end,
were as follows:
Aggregate Gross
|
Aggregate Gross
|
Federal Income
|
||
Appreciation
|
Depreciation
|
Net
|
Tax Cost
|
|
$71,937,821
|
$(12,881,048)
|
$59,056,773
|
$459,483,479
|
The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the deferral of wash sale losses. At April 30, 2021, components of distributable
earnings on a tax-basis were as follows:
Undistributed
|
Other
|
Total
|
||
Undistributed
|
Long-Term
|
Accumulated
|
Unrealized
|
Distributable
|
Ordinary Income
|
Capital Gains
|
Losses
|
Appreciation
|
Earnings
|
$13,532,080
|
$38,269,580
|
$
|
$59,056,773
|
$110,858,433
|
As of April 30, 2021, the Fund did not have any capital loss carryovers. A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day
of the next taxable year. Qualified late year losses are certain capital, and ordinary losses which occur during the portion of the Fund’s taxable year subsequent to October 31. For the taxable year ended April 30, 2021, the Fund does not plan to
defer any qualified later year losses.
The tax character of distributions paid during the year ended April 30, 2021, were as follows:
Ordinary
|
Long-Term
|
||
Income*
|
Capital Gains
|
Total
|
|
$3,066,782
|
$—
|
$3,066,782
|
The tax character of distributions paid during the year ended April 30, 2020, were as follows:
Ordinary
|
Long-Term
|
||
Income*
|
Capital Gains
|
Total
|
|
$18,759,064
|
$16,905,625
|
$35,664,689
|
*
|
For federal income tax purposes, distributions of short-term capital gains are treated as ordinary income distributions.
|
The Fund designated as long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Fund related to net capital gain to zero for
the tax year ended April 30, 2020.
18
NUANCE CONCENTRATED VALUE FUND
Notes to the Financial Statements – Continued
April 30, 2021
9. GENERAL RISK
The recent global outbreak of COVID-19 has disrupted economic markets and the prolonged economic impact is uncertain. The operational and financial performance of the issuers of securities in which the Fund invests
depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn impact the value of the Fund’s investments.
10. CONTROL OWNERSHIP
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940.
As of April 30, 2021, Charles Schwab & Co., Inc. and National Financial Services LLC, for the benefit of its customers, owned 38.37% and 40.38% of the Fund, respectively.
19
NUANCE CONCENTRATED VALUE FUND
Report of Independent Registered Public Accounting Firm
To the Shareholders of Nuance Concentrated Value Fund and
Board of Trustees of Managed Portfolio Series
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Nuance Concentrated Value Fund (the “Fund”), a series of Managed Portfolio Series, as of April 30, 2021,
the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the five years in the period then
ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2021, the results of its operations for the year
then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United
States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2021, by correspondence with the custodian and brokers. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.
We have served as the auditor of one or more of Nuance Investments, LLC’s investment companies since 2011.
COHEN & COMPANY, LTD.
Cleveland, Ohio
June 28, 2021
20
NUANCE CONCENTRATED VALUE FUND
Additional Information (Unaudited)
April 30, 2021
TRUSTEES AND OFFICERS
Term of
|
|||||
Office
|
Number of
|
Other
|
|||
Name,
|
and
|
Portfolios
|
Principal
|
Directorships
|
|
Address
|
Position(s)
|
Length
|
in Trust
|
Occupation(s)
|
Held by Trustee
|
and Year
|
Held with
|
of Time
|
Overseen
|
During the Past
|
During the Past
|
of Birth
|
the Trust
|
Served
|
by Trustee
|
Five Years
|
Five Years
|
Independent Trustees
|
|||||
Leonard M. Rush, CPA
|
Chairman,
|
Indefinite
|
33
|
Retired, Chief Financial
|
Independent Trustee,
|
615 E. Michigan St.
|
Trustee and
|
Term; Since
|
Officer, Robert W. Baird
|
ETF Series Solutions
|
|
Milwaukee, WI 53202
|
Audit
|
April 2011
|
& Co. Incorporated
|
(47 Portfolios)
|
|
Year of Birth: 1946
|
Committee
|
(2000-2011).
|
(2012-Present).
|
||
Chairman
|
|||||
David A. Massart
|
Trustee
|
Indefinite
|
33
|
Co-Founder and Chief
|
Independent Trustee,
|
615 E. Michigan St.
|
Term; Since
|
Investment Strategist,
|
ETF Series Solutions
|
||
Milwaukee, WI 53202
|
April 2011
|
Next Generation Wealth
|
(47 Portfolios)
|
||
Year of Birth: 1967
|
Management, Inc.
|
(2012-Present).
|
|||
(2005-Present).
|
|||||
Robert J. Kern*
|
Trustee
|
Indefinite
|
33
|
Retired (July 2018-Present);
|
None
|
615 E. Michigan St.
|
Term; Since
|
Executive Vice President,
|
|||
Milwaukee, WI 53202
|
January 2011
|
U.S. Bancorp Fund Services,
|
|||
Year of Birth: 1958
|
LLC (1994-2018).
|
*
|
Mr. Kern became an independent Trustee on July 6, 2020. Previously he was an Interested Trustee.
|
21
NUANCE CONCENTRATED VALUE FUND
Additional Information (Unaudited) – Continued
April 30, 2021
Term of
|
|||||
|
Office |
Number of
|
Other
|
||
Name,
|
and
|
Portfolios
|
Principal
|
Directorships
|
|
Address
|
Position(s)
|
Length
|
in Trust
|
Occupation(s)
|
Held by Trustee
|
and Year
|
Held with
|
of Time
|
Overseen
|
During the Past
|
During the Past
|
of Birth
|
the Trust
|
Served
|
by Trustee
|
Five Years
|
Five Years
|
Independent Trustees
|
|||||
David M. Swanson
|
Trustee
|
Indefinite
|
33
|
Founder and Managing
|
Independent Trustee,
|
615 E. Michigan St.
|
and
|
Term; Since
|
Principal, SwanDog
|
ALPS Variable
|
|
Milwaukee, WI 53202
|
Nominating
|
April 2011
|
Strategic Marketing,
|
Investment Trust
|
|
Year of Birth: 1957
|
& Governance
|
LLC (2006-Present),
|
(7 Portfolios) (2006-
|
||
Committee
|
Executive Vice President,
|
Present); Independent
|
|||
Chairman
|
Calamos Investments
|
Trustee, RiverNorth
|
|||
(2004-2006).
|
Funds (3 Portfolios)
|
||||
(2018-Present);
|
|||||
RiverNorth Managed
|
|||||
Duration Municipal
|
|||||
Income Fund Inc.
|
|||||
(1 Portfolio) (2019-
|
|||||
Present); RiverNorth
|
|||||
Marketplace Lending
|
|||||
Corporation
|
|||||
(1 Portfolio) (2018-
|
|||||
Present); RiverNorth/
|
|||||
DoubleLine Strategic
|
|||||
Opportunity Fund, Inc.
|
|||||
(1 Portfolio) (2018-
|
|||||
Present); RiverNorth
|
|||||
Opportunities Fund,
|
|||||
Inc. (1 Portfolio) (2018-
|
|||||
Present); RiverNorth
|
|||||
Opportunistic
|
|||||
Municipal Income
|
|||||
Fund, Inc. (1 Portfolio)
|
|||||
(2018-Present).
|
22
NUANCE CONCENTRATED VALUE FUND
Additional Information (Unaudited) – Continued
April 30, 2021
Term of
|
|||||
Office
|
Number of
|
Other
|
|||
Name,
|
and
|
Portfolios
|
Principal
|
Directorships
|
|
Address
|
Position(s)
|
Length
|
in Trust
|
Occupation(s)
|
Held by Trustee
|
and Year
|
Held with
|
of Time
|
Overseen
|
During the Past
|
During the Past
|
of Birth
|
the Trust
|
Served
|
by Trustee
|
Five Years
|
Five Years
|
Officers
|
|||||
Brian R. Wiedmeyer
|
President and
|
Indefinite
|
N/A
|
Vice President, U.S.
|
N/A
|
615 E. Michigan St.
|
Principal
|
Term; Since
|
Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
Executive
|
November
|
LLC (2005-Present).
|
||
Year of Birth: 1973
|
Officer
|
2018
|
|||
Deborah Ward
|
Vice President,
|
Indefinite
|
N/A
|
Senior Vice President,
|
N/A
|
615 E. Michigan St.
|
Chief
|
Term; Since
|
U.S. Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
Compliance
|
April 2013
|
LLC (2004-Present).
|
||
Year of Birth: 1966
|
Officer and
|
||||
Anti-Money
|
|||||
Laundering
|
|||||
Officer
|
|||||
Benjamin Eirich
|
Treasurer,
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Principal
|
Term; Since
|
U.S. Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
Financial
|
August 2019
|
LLC (2008-Present).
|
||
Year of Birth: 1981
|
Officer and
|
(Treasurer);
|
|||
Vice President
|
Since
|
||||
November
|
|||||
2018 (Vice
|
|||||
President)
|
|||||
Joseph Destache
|
Secretary
|
Indefinite
|
N/A
|
U.S. Bancorp Fund
|
N/A
|
615 E. Michigan St.
|
Term; Since
|
Services, LLC
|
|||
Milwaukee, WI 53202
|
March 2021
|
(2018-Present).
|
|||
Year of Birth: 1991
|
|||||
Douglas Schafer
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
U.S. Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
and Vice
|
May 2016
|
LLC (2002-Present).
|
||
Year of Birth: 1970
|
President
|
(Assistant
|
|||
Treasurer);
|
|||||
Since
|
|||||
November
|
|||||
2018 (Vice
|
|||||
President)
|
|||||
Michael J. Cyr II
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
U.S. Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
and Vice
|
August 2019
|
LLC (2013-Present).
|
||
Year of Birth: 1992
|
President
|
23
NUANCE CONCENTRATED VALUE FUND
Additional Information (Unaudited) – Continued
April 30, 2021
AVAILABILITY OF FUND PORTFOLIO INFORMATION
The Fund files complete schedules of portfolio holdings with the U.S. Securities and Exchange Commission (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. Information on the operation of the Public Reference Room may be obtained by calling 1-800-732-0330.
The Fund’s Part F of Form N-PORT may also be obtained by calling 1-855-682-6233.
AVAILABILITY OF PROXY VOTING INFORMATION
A description of the Fund’s Proxy Voting Policies and Procedures is available without charge, upon request, by calling 1-855-682-6233. Information regarding how the Fund voted proxies relating to portfolio securities
during the most recent 12 month period ended June 30, is available (1) without charge, upon request, by calling 1-888-621-9258, or (2) on the SEC’s website at www.sec.gov.
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION
For the fiscal year ended April 30, 2021, certain dividends paid by the Fund may be reported as qualified dividend income and may be eligible for taxation at capital gains rates. The percentage of dividends declared
from ordinary income designated as qualified dividend income was 43.95% for the Fund.
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended April 30, 2021 was 29.74% for the Fund.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(c) was 9.54%.
24
NUANCE CONCENTRATED VALUE FUND
Approval of Investment Advisory Agreement (Unaudited)
At the regular meeting of the Board of Trustees of Managed Portfolio Series (“Trust”) on February 23-24, 2021, the Trust’s Board of Trustees (“Board”), each of whom were present virtually via video conference,
including all of the Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, (“Independent Trustees”) considered and approved the continuation of the
Investment Advisory Agreement between the Trust and Nuance Investments, LLC (“Nuance” or the “Adviser”) regarding the Nuance Concentrated Value Fund (the “Fund”) (the “Investment Advisory Agreement”) for another annual term.
Prior to the meeting and at a meeting held on January 6, 2021, the Trustees received and considered information from Nuance and the Trust’s administrator designed to provide the Trustees with the information necessary
to evaluate the continuance of the Investment Advisory Agreement (“Support Materials”). Before voting to approve the continuance of the Investment Advisory Agreement, the Trustees reviewed the Support Materials with Trust management and with counsel
to the Independent Trustees, and received a memorandum from such counsel discussing the legal standards for the Trustees’ consideration of the renewal of the Investment Advisory Agreement. This information, together with the information provided to
the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations.
In determining whether to continue the Investment Advisory Agreement, the Trustees considered all factors they believed relevant including the following: (1) the nature, extent, and quality of the services provided by
Nuance with respect to the Fund; (2) the Fund’s historical performance as managed by Nuance; (3) the costs of the services provided by Nuance and the profits realized by Nuance from services rendered to the Fund; (4) comparative fee and expense data
for the Fund and other investment companies with similar investment objectives; (5) the extent to which economies of scale may be realized as the Fund grows, and whether the advisory fee for the Fund reflects such economies of scale for the Fund’s
benefit; and (6) other benefits to Nuance resulting from its relationship with the Fund. In their deliberations, the Trustees weighed to varying degrees the importance of the information provided to them, did not identify any particular information
that was all-important or controlling.
Based upon the information provided to the Board, including at a presentation by representatives from Nuance, and the Support Materials, the Board concluded that the overall arrangements between the Trust and Nuance as
set forth in the Investment Advisory Agreement, as the agreement relates to the Fund, continue to be fair and reasonable in light of the services that Nuance performs, the investment advisory fees that the Fund pays Nuance for such services, and such
other matters as the Trustees considered relevant in the exercise of their reasonable business judgment. The material factors and conclusions that formed the basis of the Trustees’ determination to approve the continuation of the Investment Advisory
Agreement, as it relates to the Fund, are summarized below.
Nature, Extent and Quality of Services Provided. The Trustees considered the scope of services that Nuance provides under the Investment Advisory Agreement with respect to the
Fund, noting that such services include, but are not limited to, the following: (1) investing the Fund’s assets consistent with the Fund’s investment objective and investment policies; (2) determining the portfolio securities to be purchased, sold,
or otherwise disposed of, and the timing of such transactions; (3) voting all proxies, if any, with respect to the Fund’s portfolio securities; (4) maintaining the required books and records for transactions that Nuance effected on behalf of the
Fund; (5) selecting broker-dealers to execute orders on behalf of the Fund; and (6) monitoring and maintaining the Fund’s compliance with policies and procedures of the Trust and with applicable securities laws. The Trustees reviewed Nuance’s
financial statements, assets under management and capitalization. In that regard, the Trustees concluded that Nuance had sufficient resources to support the management of the Fund. The Trustees considered
25
NUANCE CONCENTRATED VALUE FUND
Approval of Investment Advisory Agreement (Unaudited) – Continued
the investment philosophy of the Fund’s portfolio managers, one of whom has managed the Fund since its inception date, and their investment analysis and portfolio management experience, noting one portfolio manager’s
significant experience managing assets utilizing investment objectives similar to those of the Fund. The Trustees concluded that they were satisfied with the nature, extent and quality of services that Nuance provides to the Fund under the
Investment Advisory Agreement.
Fund Historical Performance and the Overall Performance of Nuance. In assessing the quality of the portfolio management delivered by Nuance, the Trustees reviewed the short-term
and longer-term performance of the Fund on both an absolute basis and in comparison to an appropriate securities benchmark index, the Fund’s respective peer funds according to Morningstar classifications, and the Fund’s composite of separate accounts
that Nuance manages utilizing investment strategies similar to those of the Fund. When reviewing the Fund’s performance against its respective Morningstar peer group, the Trustees took into account that the investment objective and strategies of the
Fund, as well as the Fund’s level of risk tolerance, may differ significantly from funds in its peer group. The Trustees considered that the Fund outperformed its peer group median and average over the year-to-date, one-year, three-year and
five-year periods ended October 31, 2020. The Trustees also considered that the Fund had outperformed its primary benchmark but underperformed its secondary benchmark across all periods ended October 31, 2020. The Trustees then observed that the
Fund’s performance was consistent with the performance of a composite of similar accounts managed by Nuance over all relevant time periods.
Comparative Fee and Expense Data. The Board reviewed and considered the advisory fee payable by the Fund to Nuance under the Investment Advisory Agreement. The Board compared
the Fund’s contractual advisory fee and total expense ratio to industry data with respect to other mutual funds in the same Morningstar peer group. The Board noted the Fund’s contractual management fee is above the peer group median and the average
but within the range of management fees charged by other funds in the peer group. The total expenses (after waiver) of for the Fund’s Institutional Class and Investor Class are above the peer group median and average but also within the range of
other funds in the peer group.
While recognizing that it is difficult to compare advisory fees because the scope of advisory services provided may vary from one investment adviser to another, the Trustees concluded that Nuance’s advisory fee with
respect to the Fund continues to be reasonable.
Cost of Advisory Services and Profitability. The Trustees considered the annual advisory fee that the Fund pays to Nuance under the Investment Advisory Agreement, as well as
Nuance’s profitability from services that Nuance rendered to the Fund under the Investment Advisory Agreement during the 12-month period ended September 30, 2020. The Trustees also considered the effect of an expense limitation agreement on Nuance’s
compensation and that Nuance has contractually agreed to reduce its advisory fees and, if necessary, reimburse the Fund for operating expenses, as specified in the Fund’s prospectus. In that regard, the Trustees noted that the Fund had waived a
portion of its advisory fee during the one-year period ended September 30, 2020. The Trustees also considered the management fees Nuance charges to separately managed accounts with investment strategies similar to those of the Fund. They observed
that Nuance charges management fees that range above and below the management fees charged to the Fund, depending on assets under management. The Trustees also took into account, however, that Nuance has additional responsibilities with respect to
the Fund, including additional compliance obligations and the preparation of Board and shareholder materials, which justify a higher fee. The Trustees concluded that Nuance’s service relationship with the Fund has yielded a reasonable profit.
26
NUANCE CONCENTRATED VALUE FUND
Approval of Investment Advisory Agreement (Unaudited) – Continued
Economies of Scale. The Trustees then considered whether the Fund may benefit from any economies of scale, noting that the investment advisory fees for the Fund in the
Investment Advisory Agreement do not contain breakpoints. The Trustees additionally took into account that Nuance had expressed reservations about adopting breakpoints for the Fund because of concerns about potential capacity constraints associated
with each strategy. The Trustees agreed to discuss the implementation of breakpoints with Nuance in one year based on the level of assets in the Fund at that time.
Other Benefits. The Trustees considered the direct and indirect benefits that could be realized by Nuance from its relationship with the Fund. The Trustees considered that
Nuance does not utilize soft dollar arrangements with respect to portfolio transactions, and that Nuance does not use affiliated brokers to execute the Fund’s portfolio transactions. While the Trustees noted that the Fund utilizes Rule 12b-1 fees to
pay for shareholder and distribution services related to Investor Class shareholders of the Fund, the Trustees observed that distribution expenses that Nuance incurred significantly exceed any Rule 12b-1 payments from the Fund. The Trustees
considered that Nuance may receive some form of reputational benefit from services rendered to the Fund, but that such benefits are immaterial and cannot otherwise be quantified. The Trustees concluded that Nuance does not receive additional material
benefits from its relationship with the Fund.
27
(This Page Intentionally Left Blank.)
NUANCE CONCENTRATED VALUE FUND
Privacy Notice (Unaudited)
The Fund collects only relevant information about you that the law allows or requires it to have in order to conduct its business and properly service you. The Fund collects financial and personal information about
you (“Personal Information”) directly (e.g., information on account applications and other forms, such as your name, address, and social security number, and information provided to access account information or conduct account transactions online,
such as password, account number, e-mail address, and alternate telephone number), and indirectly (e.g., information about your transactions with us, such as transaction amounts, account balance and account holdings).
The Fund does not disclose any non-public personal information about its shareholders or former shareholders other than for everyday business purposes such as to process a transaction, service an
account, respond to court orders and legal investigations or as otherwise permitted by law. Third parties that may receive this information include companies that provide transfer agency, technology and administrative services to the Fund, as well
as the Fund’s investment adviser who is an affiliate of the Fund. If you maintain a retirement/educational custodial account directly with the Fund, we may also disclose your Personal Information to the custodian for that account for shareholder
servicing purposes. The Fund limits access to your Personal Information provided to unaffiliated third parties to information necessary to carry out their cable law. The Fund maintains physical, electronic and procedural safeguards to protect your
Personal Information and requires its third party service providers with access to such information to treat your Personal Information 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, credit union, bank or trust company, the privacy policy of your
financial intermediary governs how your non-public personal information is shared with unaffiliated third parties.
INVESTMENT ADVISER
Nuance Investments, LLC
4900 Main Street, Suite 220
Kansas City, MO 64112
DISTRIBUTOR
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, WI 53202
CUSTODIAN
U.S. Bank, N.A.
1555 North Rivercenter Drive
Milwaukee, WI 53212
ADMINISTRATOR, FUND ACCOUNTANT
AND TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, OH 44115
LEGAL COUNSEL
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103
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 1-855-682-6233.
Investor Class Shares – NMAVX
Z Class Shares – NMVZX
Institutional Class Shares – NMVLX
Annual Report
www.nuanceinvestments.com
|
April 30, 2021
|
NUANCE MID CAP VALUE FUND
April 30, 2021
Dear Fellow Shareholders:
We are pleased to write our semi-annual shareholder letter for the Nuance Mid Cap Value Fund (the “Fund”). The Fund is a classic value investment product investing primarily in the equity or equity-linked securities of
United States based companies. The Fund seeks long-term capital appreciation primarily through investments in equity securities of companies organized in the United States that the investment team believes are high quality, though temporarily out of
favor. The strategy typically invests in a portfolio of 50 to 90 companies with at least 80 percent of the portfolio invested in companies with mid-sized market capitalizations. The Adviser defines mid-capitalization companies as companies within the
range of the capitalization of companies constituting the Russell Midcap® Index. The Adviser intends to manage the Fund so that the average weighted market
capitalization of its portfolio (excluding short-term investments) falls between the range of the smallest and largest members of the Russell Mid Cap Index (defined using a trailing 12 month average of the smallest and largest members on a month to
month basis). Although the strategy will invest primarily in the equity securities of U.S. companies, the strategy may invest up to 15% of its assets in equity securities of foreign companies that are classified as “developed” by MSCI. The primary
benchmark for the Fund is the Russell Midcap Value Index. Clients may also be interested in comparing the Fund to the S&P 500 Index.
Average Annual Rates of Return as of April 30, 2021:
6 Months
|
1 Year
|
3 Year
|
5 Year
|
Since Inception(1)
|
|
Institutional Class
|
23.03%
|
31.09%
|
12.81%
|
12.56%
|
11.19%
|
Russell Midcap Value Index(2)
|
41.41%
|
60.70%
|
12.27%
|
12.18%
|
10.37%
|
S&P 500 Index(3)
|
28.85%
|
45.98%
|
18.67%
|
17.42%
|
14.03%
|
6 Months
|
1 Year
|
3 Year
|
5 Year
|
Since Inception(1)
|
|
Investor Class, no load
|
22.93%
|
30.77%
|
12.53%
|
12.29%
|
10.91%
|
Investor Class with load
|
16.78%
|
24.24%
|
10.62%
|
11.15%
|
10.13%
|
Russell Midcap Value Index(2)
|
41.41%
|
60.70%
|
12.27%
|
12.18%
|
10.37%
|
S&P 500 Index(3)
|
28.85%
|
45.98%
|
18.67%
|
17.42%
|
14.03%
|
6 Months
|
1 Year
|
3 Year
|
5 Year
|
Since Inception(4)
|
|
Z Share Class
|
23.14%
|
31.34%
|
12.96%
|
12.71%
|
11.28%
|
Russell Midcap Value Index(2)
|
41.41%
|
60.70%
|
12.27%
|
12.18%
|
10.37%
|
S&P 500 Index(3)
|
28.85%
|
45.98%
|
18.67%
|
17.42%
|
14.03%
|
Performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an
investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Short term performance, in particular, is not a good indication of the Fund’s
future performance, and an investment should not be made solely based on returns. Investor Class performance data shown reflects both performance with the maximum sales charge of 5.75% (for periods prior to September 17, 2015) or 5.00% (for periods
September 17, 2015 and after) and without it. Performance data current to the most recent month end may be obtained by calling 1-855-682-6233.
Institutional Class Gross Expense Ratio – 1.00%
|
Net Expense Ratio – 0.94%
|
Investor Class Gross Expense Ratio – 1.25%
|
Net Expense Ratio – 1.19%
|
Z Class Gross Expense Ratio – 0.85%
|
Net Expense Ratio – 0.79%
|
Nuance Investments, LLC (the “Adviser”) has contractually agreed to waive its management fees and pay Fund expenses, in order to ensure that Total Annual Fund Operating Expenses (excluding any front-end or contingent
deferred loads, acquired fund fees and expenses, leverage/borrowing, interest expense, dividends and interest
1
NUANCE MID CAP VALUE FUND
expense on short sales, taxes, brokerage commissions and extraordinary expenses) do not exceed 1.18% of the average daily net assets of the Investor Class, 0.93% of the average daily net assets of the Institutional
Class, and 0.78% of the average daily net assets of the Z Class through at least August 28, 2021. Net Expense Ratios are as of the Fund’s most recent prospectus and are applicable to investors.
(1)
|
December 31, 2013
|
(2)
|
The Russell Midcap® Value Index measures the performance of those Russell Midcap companies with lower price-to-book ratios and
lower forecasted growth values. This Index cannot be invested in directly.
|
(3)
|
The Standard & Poor’s 500 Index (S&P 500) is an unmanaged, capitalization-weighted index generally representative of the U.S. Market for large capitalization stocks. This Index cannot be invested in
directly.
|
(4)
|
May 8, 2017. Performance Shown for the Z Class prior to the inception of the Z Class is based on the performance of the Institutional Class shares, adjusted for the lower expenses applicable to Z Class shares.
|
In terms of performance, since its inception on December 31, 2013 through April 30, 2021, the Institutional Class is up 11.19 percent versus its primary index –the Russell Mid Cap Value Index – up 10.37 percent and the
S&P 500 Index up 14.03 percent. For more perspective on our long term performance, please refer to your prospectus. The Nuance Mid Cap Value product has existed in a separate account form since November 3, 2008. While our Nuance Mid Cap Value
Fund underperformed the benchmark over the 6-month time horizon, Nuance cautions clients regarding the use of short-term performance as a tool to make investment decisions. As we remind our clients, your team continues to try and find leading
business franchises with sustainable competitive positions that are trading below our internally derived view of fair or intrinsic value. We believe that our time-tested process of finding what we consider best of breed businesses with better than
the market downside support and better than the market upside potential over the long-term should lead to solid risk adjusted returns versus our peers and benchmarks.
At Nuance, our team and our processes are designed to emphasize consistency and what we believe is thorough fundamental analysis of companies that have the potential to lead to investment returns that will be
acceptable for our shareholders over the long term. To do this, we focus our attention on studying one company at a time using the Nuance approach. Part of that approach is to ensure that each company we own has a sound and solid competitive position
and that the companies are undervalued based on our internally derived view of sustainable cash flows, earnings and valuation. We believe in a thorough fundamental valuation analysis and that focusing simply on the value of a business is not enough.
Rather, we spend considerable time studying the downside potential of each company we own. As such, we believe that we understand the potential upside and the potential downside risks to our investments. This approach is critical to our goal of
trying to provide shareholders with not only above-average returns over time, but above-average risk-adjusted returns as well.
The Health Care, Consumer Staples and Financial sectors remain our largest sector overweights relative to the benchmark. In the Health Care sector, we remain overweight as we continue to see attractive risk/rewards in
several select leaders, primarily in the Equipment & Supplies industry. We believe many of those risk/rewards are attractive given delays in elective procedures due to the ongoing capacity issues in the healthcare system for Covid-19 patients. We
continue to see what we believe to be attractive risk/rewards in the Consumer Staples sector with many of the opportunities in the Food Products and Beverages industries. Our overweight in the Financial sector is made up of a mix of what we believe
to be select leaders primarily in the Insurance and Capital Markets industries where we are seeing a combination of company specific, one-off negative transitory issues and lifetime low interest rates, in our view. We remain underweight the Energy
sector where we believe the sector is facing a multi-year period of competitive transition. Lastly, we remain underweight the Consumer Discretionary, Communication Services, Materials and, Information Technology sectors primarily due to valuation
concerns.
Thank you for your interest and your continued support.
Scott Moore, CFA
2
NUANCE MID CAP VALUE FUND
Please visit our website at www.nuanceinvestments.com for more information about our team, our process, and value investing. You can also get real-time access to the Nuance Investment website updates and information
via traditional mail or e-mail. Simply contact us at [email protected] or call 816-743-7080 to sign-up.
This report must be preceded or accompanied by a current prospectus.
Mutual fund investing involves risk. Principal loss is possible. Investments in small and mid-capitalization companies involve additional risk such as limited liquidity and greater volatility than
larger capitalization companies. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. The Fund’s value investments are subject to the risk that their intrinsic
values may not be recognized by the broad market or that their prices may decline.
Past performance does not guarantee future results.
Weighted Market Capitalization: The average market capitalization of all companies in a fund – with each company weighted according to its percent held in the fund.
Cash Flow is a revenue or expense stream that changes an account over a given period.
Opinions expressed are subject to change, are not guaranteed and should not be considered investment advice or recommendations to buy or sell any security.
Nuance Investments, LLC is the advisor to the Nuance Mid Cap Value Fund which is distributed by Quasar Distributors, LLC.
3
NUANCE MID CAP VALUE FUND
Value of $10,000 Investment (Unaudited)
The chart assumes an initial investment of $10,000. Performance reflects waivers of fee and operating expenses in effect. In the absence of such waivers, total return would be reduced. Performance
data quoted represents past performance and does not guarantee future results. Investment returns and principal value will fluctuate, and when sold, may be worth more or less than their original cost. Performance current to the most recent month-end
may be lower or higher than the performance quoted and can be obtained by calling 1-855-682-6233. Performance assumes the reinvestment of capital gains and income distributions. The performance does not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund shares.
Average Annual Rates of Return (%) As of April 30, 2021
Since
|
||||
1 Year
|
3 Year
|
5 Year
|
Inception(1)
|
|
Investor Class (without sales load)
|
30.77%
|
12.53%
|
12.29%
|
10.91%
|
Investor Class (with sales load)(2)
|
24.24%
|
10.62%
|
11.15%
|
10.13%
|
Z Class
|
31.34%
|
12.96%
|
12.71%
|
11.28%
|
Institutional Class
|
31.09%
|
12.81%
|
12.56%
|
11.19%
|
Russell Midcap Value Index(3)
|
60.70%
|
12.27%
|
12.18%
|
10.37%
|
S&P 500 Index(4)
|
45.98%
|
18.67%
|
17.42%
|
14.03%
|
(1)
|
Period from Fund inception through April 30, 2021. The Investor Class and Institutional Class commenced operations on December 31, 2013 and Z Class shares commenced operations on May 8, 2017. Performance
Shown for the Z Class prior to the inception of the Z Class is based on the performance of the Institutional Class shares, adjusted for the lower expenses applicable to Z Class shares.
|
(2)
|
Returns reflects a sales load of 5.00%.
|
(3)
|
The Russell Midcap Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap Index is a subset of the Russell 1000 Index. It includes approximately 800 of the
smallest securities based on a combination of their market cap and current index membership. This Index cannot be invested in directly.
|
(4)
|
The Standard & Poor’s 500 Index (S&P 500) is an unmanaged, capitalization-weighted index generally representative of the U.S. market for large capitalization stocks. This Index cannot be invested in
directly.
|
4
NUANCE MID CAP VALUE FUND
The following is expense information for the Nuance Mid Cap Value Fund as disclosed in the Fund’s most recent prospectus dated August 28, 2020:
Investor Class Gross Expenses: 1.25%; Investor Class Net Expenses: 1.19%
Z Class Gross Expenses: 0.85%; Z Class Net Expenses: 0.79%
Institutional Class Gross Expenses: 1.00%; Institutional Class Net Expenses: 0.94%
Nuance Investments, LLC (the “Adviser”) has contractually agreed to waive its management fees and pay Fund expenses, in order to ensure that Total Annual Fund Operating Expenses (excluding any front-end load or
contingent loads, acquired fund fees and expenses, leverage/borrowing, interest expense, dividend and interest expense on short sales, taxes, brokerage commissions, and extraordinary expenses) do not exceed 1.18% of the average daily net assets of
the Investor Class, 0.93% of the average daily net assets of the Institutional Class and 0.78% of the average daily net assets of the Z Class. Fees waived and expenses paid by the Adviser may be recouped by the Adviser for a period of 36 months
following the month during which such fee waiver and/or expense payment was made if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee waiver and/or expense payment occurred and the expense limit in
place at the time of recoupment. The Operating Expenses Limitation Agreement is indefinite but cannot be terminated through at least August 28, 2021. Thereafter, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s
Board of Trustees (the “Board”) or the Adviser, with consent of the Board.
5
NUANCE MID CAP VALUE FUND
Expense Example (Unaudited)
April 30, 2021
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include but are not limited to, sales charges (loads) on purchases; and (2) ongoing costs, including management fees,
distribution and service (12b-1) fees, shareholder servicing fees, and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of
investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2020 – April 30, 2021).
ACTUAL EXPENSES
For each class, the first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the
expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid
During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
For each class, the second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year
before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in
comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs may have been higher.
Expenses Paid
|
|||
Beginning Account
|
Ending Account
|
During Period(1)
|
|
Value (11/1/20)
|
Value (4/30/21)
|
(11/1/20 to 4/30/21)
|
|
Investor Class
|
|||
Actual(2)
|
$1,000.00
|
$1,229.30
|
$6.52
|
Hypothetical (5% return before expenses)
|
$1,000.00
|
$1,018.94
|
$5.91
|
Z Class
|
|||
Actual(2)
|
$1,000.00
|
$1,231.40
|
$4.32
|
Hypothetical (5% return before expenses)
|
$1,000.00
|
$1,020.93
|
$3.91
|
Institutional Class
|
|||
Actual(2)
|
$1,000.00
|
$1,230.30
|
$5.03
|
Hypothetical (5% return before expenses)
|
$1,000.00
|
$1,020.28
|
$4.56
|
(1)
|
Expenses are equal to the Fund’s annualized expense ratio for the most recent six-month period of 1.18%, 0.78% and 0.91% for the Investor Class, Z Class and Institutional Class, respectively, multiplied by the
average account value over the period, multiplied by 181/365 to reflect the one-half year period.
|
(2)
|
Based on the actual returns for the six-month period ended April 30, 2021 of 22.93%, 23.14% and 23.03% for the Investor Class, Z Class and Institutional Class, respectively.
|
6
NUANCE MID CAP VALUE FUND
Allocation of Portfolio(1) (% of Net Assets) (Unaudited)
April 30, 2021
Top Ten Equity Holdings(1) (Unaudited)
as of April 30, 2021
(% of Net Assets)
Beiersdorf AG – ADR
|
5.9
|
%
|
|||
Equity Commonwealth
|
5.5
|
%
|
|||
Travelers Companies, Inc.
|
4.9
|
%
|
|||
Smith & Nephew – ADR
|
4.3
|
%
|
|||
Northern Trust Corp.
|
4.1
|
%
|
|||
Sanderson Farms, Inc.
|
3.8
|
%
|
|||
United Utilities Group PLC – ADR
|
3.7
|
%
|
|||
Becton Dickinson and Co., Series A, 6.000%, 6/1/2023
|
3.7
|
%
|
|||
Baxter International, Inc.
|
3.6
|
%
|
|||
Everest Re Group, Ltd.
|
3.2
|
%
|
(1)
|
Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security.
|
ADR – American Depository Receipt
7
NUANCE MID CAP VALUE FUND
Schedule of Investments
April 30, 2021
Shares
|
Value
|
|||||||
COMMON STOCKS – 81.7%
|
||||||||
Consumer Staples – 16.2%
|
||||||||
Beiersdorf AG – ADR
|
9,940,343
|
$
|
224,498,671
|
|||||
Brown-Forman Corp. – Class B
|
75,292
|
5,743,274
|
||||||
Calavo Growers, Inc.
|
116,417
|
9,095,660
|
||||||
Cal-Maine Foods, Inc.(a)
|
2,735,496
|
102,198,131
|
||||||
Diageo PLC – ADR
|
53,228
|
9,546,442
|
||||||
Henkel AG & Co. KGaA – ADR
|
370,131
|
9,182,950
|
||||||
Kimberly-Clark Corp.
|
706,170
|
94,146,584
|
||||||
Mission Produce, Inc.*
|
800,939
|
16,178,968
|
||||||
Sanderson Farms, Inc.
|
887,593
|
146,035,676
|
||||||
616,626,356
|
||||||||
Financials – 21.1%
|
||||||||
Alleghany Corp.*
|
54,639
|
37,098,242
|
||||||
Chubb Ltd.
|
566,648
|
97,231,130
|
||||||
Everest Re Group, Ltd.
|
447,146
|
123,837,085
|
||||||
Hartford Financial Services Group Inc.
|
529,671
|
34,937,099
|
||||||
MetLife, Inc.
|
589,472
|
37,508,103
|
||||||
Northern Trust Corp.
|
1,373,528
|
156,307,486
|
||||||
Reinsurance Group of America, Inc.
|
288,632
|
37,675,135
|
||||||
TowneBank
|
347,926
|
10,778,747
|
||||||
Travelers Companies, Inc.
|
1,207,265
|
186,715,605
|
||||||
UMB Financial Corp.
|
273,000
|
26,489,190
|
||||||
Valley National Bancorp
|
2,916,276
|
40,157,121
|
||||||
W.R. Berkley Corp.
|
217,573
|
17,344,920
|
||||||
806,079,863
|
||||||||
Healthcare – 16.5%
|
||||||||
Baxter International, Inc.
|
1,605,461
|
137,571,953
|
||||||
Cerner Corp.
|
126,270
|
9,476,564
|
||||||
Dentsply Sirona, Inc.
|
1,623,725
|
109,617,675
|
||||||
Globus Medical, Inc. – Class A*
|
290,525
|
20,850,979
|
||||||
ICU Medical, Inc.*
|
527,929
|
109,951,773
|
||||||
Merit Medical Systems, Inc.*
|
447,937
|
28,488,793
|
||||||
Smith & Nephew – ADR
|
3,825,886
|
165,163,499
|
||||||
Universal Health Services, Inc. – Class B
|
316,752
|
47,009,164
|
||||||
628,130,400
|
||||||||
Industrials – 5.3%
|
||||||||
Aerojet Rocketdyne Holdings, Inc.
|
376,149
|
17,573,681
|
||||||
Mueller Water Products, Inc. – Class A
|
5,289,838
|
75,962,074
|
See Notes to the Financial Statements
8
NUANCE MID CAP VALUE FUND
Schedule of Investments – Continued
April 30, 2021
Shares
|
Value
|
|||||||
Industrials – 5.3% (Continued)
|
||||||||
Northrop Grumman Corp.
|
283,581
|
$
|
100,512,449
|
|||||
Werner Enterprises, Inc.
|
197,074
|
9,110,731
|
||||||
203,158,935
|
||||||||
Information Technology – 1.9%
|
||||||||
Amphenol Corp. – Class A
|
1,101,579
|
74,180,330
|
||||||
Materials – 0.3%
|
||||||||
AptarGroup, Inc.
|
62,931
|
9,490,624
|
||||||
Real Estate – 8.8%
|
||||||||
AvalonBay Communities, Inc.
|
247,129
|
47,448,768
|
||||||
Boston Properties, Inc.
|
173,076
|
18,925,861
|
||||||
Equity Commonwealth (a)
|
7,240,999
|
208,540,771
|
||||||
Healthcare Realty Trust, Inc.
|
1,881,751
|
60,517,112
|
||||||
335,432,512
|
||||||||
Utilities – 11.6%
|
||||||||
American Water Works Co., Inc.
|
127,246
|
19,849,103
|
||||||
Avista Corp.
|
1,123,177
|
51,688,606
|
||||||
California Water Service Group
|
568,365
|
33,391,444
|
||||||
Essential Utilities, Inc.
|
1,543,677
|
72,753,497
|
||||||
IDACORP, Inc.
|
90,628
|
9,287,557
|
||||||
Middlesex Water Co.
|
96,163
|
7,887,289
|
||||||
SJW Group (a)
|
1,579,336
|
103,525,475
|
||||||
United Utilities Group PLC – ADR
|
5,229,105
|
142,231,656
|
||||||
440,614,627
|
||||||||
Total Common Stocks
|
||||||||
(Cost $2,630,030,440)
|
3,113,713,647
|
|||||||
CONVERTIBLE PREFERRED STOCKS – 5.8%
|
||||||||
Healthcare – 3.9%
|
||||||||
Becton Dickinson and Co., Series B, 6.000%, 6/1/2023
|
2,545,936
|
140,612,045
|
||||||
Boston Scientific Corp., Series A, 5.500%, 6/1/2023
|
77,218
|
9,079,292
|
||||||
149,691,337
|
||||||||
Utilities – 1.9%
|
||||||||
Essential Utilities, Inc., 6.000%, 4/30/2022
|
1,205,091
|
71,232,930
|
||||||
Total Convertible Preferred Stocks
|
||||||||
(Cost $207,367,315)
|
220,924,267
|
See Notes to the Financial Statements
9
NUANCE MID CAP VALUE FUND
Schedule of Investments – Continued
April 30, 2021
Shares
|
Value
|
|||||||
PREFERRED STOCKS – 2.6%
|
||||||||
Financials – 2.6%
|
||||||||
MetLife, Inc., Series E, 5.625% (Callable after 6/15/2023 @ $25.00)
|
241,509
|
$
|
6,663,233
|
|||||
MetLife, Inc., Series F, 4.750% (Callable after 3/15/2025 @ $25.00)
|
675,362
|
17,789,035
|
||||||
US Bancorp, Series B, 3.500% (Callable after 7/22/2021 @ $25.00)
|
2,621,919
|
63,712,632
|
||||||
US Bancorp, Series F, 6.500% (Callable after 1/15/2022 @ $25.00)
|
487,494
|
12,684,594
|
||||||
(Cost $98,364,649)
|
100,849,494
|
|||||||
SHORT-TERM INVESTMENT – 9.1%
|
||||||||
First American Government Obligations Fund, Class X, 0.03%^
|
||||||||
(Cost $345,994,746)
|
345,994,746
|
345,994,746
|
||||||
Total Investments – 99.2%
|
||||||||
(Cost $3,281,757,150)
|
3,781,482,154
|
|||||||
Other Assets and Liabilities, Net – 0.8%
|
29,523,481
|
|||||||
Total Net Assets – 100.0%
|
$
|
3,811,005,635
|
*
|
Non-income producing security.
|
(a)
|
Represents an affiliated company as defined by the Investment Company Act of 1940. See note 10 in Notes to Financial Statements.
|
^
|
The rate shown is the annualized seven day effective yield as of April 30, 2021.
|
ADR – American Depositary Receipt
See Notes to the Financial Statements
10
NUANCE MID CAP VALUE FUND
Statement of Assets and Liabilities
April 30, 2021
ASSETS:
|
||||
Investments, at value
|
||||
Unaffiliated Investments (cost $2,850,908,419)
|
$
|
3,367,217,777
|
||
Affiliated Investments (cost $430,848,731)
|
414,264,377
|
|||
Cash
|
18,500
|
|||
Receivable for capital shares sold
|
32,474,409
|
|||
Dividends and interest receivable
|
2,579,651
|
|||
Prepaid expenses
|
140,757
|
|||
Total assets
|
3,816,695,471
|
|||
LIABILITIES:
|
||||
Payable for capital shares redeemed
|
2,541,779
|
|||
Payable to investment adviser
|
2,260,868
|
|||
Payable for fund services fees
|
492,081
|
|||
Payable for trustee fees
|
49
|
|||
Accrued distribution & shareholder service fees
|
207,139
|
|||
Accrued expenses
|
187,920
|
|||
Total liabilities
|
5,689,836
|
|||
NET ASSETS
|
$
|
3,811,005,635
|
||
NET ASSETS CONSIST OF:
|
||||
Paid-in capital
|
$
|
3,104,811,334
|
||
Total distributable earnings
|
706,194,301
|
|||
Net Assets
|
$
|
3,811,005,635
|
Investor
|
Institutional
|
|||||||||||
Class
|
Z Class
|
Class
|
||||||||||
Net assets
|
$
|
117,071,847
|
$
|
409,546,889
|
$
|
3,284,386,899
|
||||||
Shares issued and outstanding(1)
|
7,623,568
|
26,556,435
|
213,796,274
|
|||||||||
Net asset value, redemption price
|
||||||||||||
and minimum offering price per share
|
$
|
15.36
|
$
|
15.42
|
$
|
15.36
|
||||||
Maximum offering price per share ($15.36/0.95)(2)
|
$
|
16.17
|
N/A
|
N/A
|
(1)
|
Unlimited shares authorized with no par value.
|
(2)
|
Reflects a maximum sales charge of 5.00%.
|
See Notes to the Financial Statements
11
NUANCE MID CAP VALUE FUND
Statement of Operations
For the Year Ended April 30, 2021
INVESTMENT INCOME:
|
||||
Dividend income from unaffiliated investments
|
$
|
48,524,512
|
||
Dividend income from affiliated investments
|
1,441,071
|
|||
Less: Foreign taxes withheld
|
(619,529
|
)
|
||
Interest income
|
129,906
|
|||
Total investment income
|
49,475,960
|
|||
EXPENSES:
|
||||
Investment adviser fees (See Note 4)
|
21,710,618
|
|||
Fund services fees (See Note 4)
|
1,711,343
|
|||
Federal & state registration fees
|
372,642
|
|||
Postage & printing fees
|
161,661
|
|||
Audit fees
|
17,502
|
|||
Trustee fees
|
14,503
|
|||
Other
|
11,395
|
|||
Insurance fees
|
11,210
|
|||
Legal fees
|
7,161
|
|||
Distribution & shareholder service fees (See Note 5):
|
||||
Investor Class
|
398,356
|
|||
Institutional Class
|
1,863,292
|
|||
Total expenses before waiver
|
26,279,683
|
|||
Fee recoupment (See Note 4)
|
414,155
|
|||
Less: waiver from investment adviser (See Note 4)
|
(231,452
|
)
|
||
Net expenses
|
26,462,386
|
|||
NET INVESTMENT INCOME
|
23,013,574
|
|||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
|
||||
Net realized gain on unaffiliated investments
|
297,676,892
|
|||
Net realized gain on affiliated investments
|
20,117,180
|
|||
Net change in unrealized appreciation/depreciation on unaffiliated investments
|
468,735,667
|
|||
Net change in unrealized appreciation/depreciation on affiliated investments
|
(22,134,031
|
)
|
||
Net realized and unrealized gain on investments
|
764,395,708
|
|||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
$
|
787,409,282
|
See Notes to the Financial Statements
12
NUANCE MID CAP VALUE FUND
Statements of Changes in Net Assets
Year Ended
|
Year Ended
|
|||||||
April 30, 2021
|
April 30, 2020
|
|||||||
OPERATIONS:
|
||||||||
Net investment income
|
$
|
23,013,574
|
$
|
18,706,620
|
||||
Net realized gain (loss) on unaffiliated investments
|
297,676,892
|
(35,539,642
|
)
|
|||||
Net realized gain on affiliated investments
|
20,117,180
|
—
|
||||||
Net change in unrealized appreciation/depreciation
|
||||||||
on unaffiliated investments
|
468,735,667
|
(25,613,150
|
)
|
|||||
Net change in unrealized appreciation/depreciation
|
||||||||
on affiliated investments
|
(22,134,031
|
)
|
—
|
|||||
Net increase (decrease) in net assets resulting from operations
|
787,409,282
|
(42,446,172
|
)
|
|||||
CAPITAL SHARE TRANSACTIONS:
|
||||||||
Investor Class:
|
||||||||
Proceeds from shares sold
|
48,716,201
|
81,799,935
|
||||||
Proceeds from reinvestment of distributions
|
520,042
|
3,721,586
|
||||||
Payments for shares redeemed
|
(52,702,064
|
)
|
(22,054,864
|
)
|
||||
Increase (Decrease) in net assets resulting
|
||||||||
from Investor Class transactions
|
(3,465,821
|
)
|
63,466,657
|
|||||
Z Class:
|
||||||||
Proceeds from shares sold
|
264,133,186
|
177,531,690
|
||||||
Proceeds from reinvestment of distributions
|
1,273,637
|
5,637,817
|
||||||
Payments for redemption-in-kind (See Note 12)
|
(45,406,057
|
)
|
—
|
|||||
Payments for shares redeemed
|
(146,093,119
|
)
|
(34,985,600
|
)
|
||||
Increase in net assets resulting from Z Class transactions
|
73,907,647
|
148,183,907
|
||||||
Institutional Class:
|
||||||||
Proceeds from shares sold
|
1,732,753,168
|
877,953,095
|
||||||
Proceeds from reinvestment of distributions
|
17,113,222
|
72,700,641
|
||||||
Payments for shares redeemed
|
(597,764,466
|
)
|
(317,198,641
|
)
|
||||
Increase in net assets resulting
|
||||||||
from Institutional Class transactions
|
1,152,101,924
|
633,455,095
|
||||||
Net increase in net assets resulting
|
||||||||
from capital share transactions
|
1,222,543,750
|
845,105,659
|
||||||
DISTRIBUTIONS TO SHAREHOLDERS:
|
||||||||
Investor Class
|
(522,118
|
)
|
(3,745,906
|
)
|
||||
Z Class
|
(2,765,090
|
)
|
(13,421,550
|
)
|
||||
Institutional Class
|
(18,944,603
|
)
|
(81,457,262
|
)
|
||||
Total distributions to shareholders
|
(22,231,811
|
)
|
(98,624,718
|
)
|
||||
TOTAL INCREASE IN NET ASSETS
|
1,987,721,221
|
704,034,769
|
||||||
NET ASSETS:
|
||||||||
Beginning of year
|
1,823,284,414
|
1,119,249,645
|
||||||
End of year
|
$
|
3,811,005,635
|
$
|
1,823,284,414
|
||||
See Notes to the Financial Statements
13
NUANCE MID CAP VALUE FUND
Financial Highlights
For a Fund share outstanding throughout the year.
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||||||||
April 30,
|
April 30,
|
April 30,
|
April 30,
|
April 30,
|
||||||||||||||||
2021
|
2020
|
2019
|
2018
|
2017
|
||||||||||||||||
Investor Class
|
||||||||||||||||||||
PER SHARE DATA:
|
||||||||||||||||||||
Net asset value, beginning of year
|
$
|
11.81
|
$
|
12.80
|
$
|
12.33
|
$
|
12.09
|
$
|
10.72
|
||||||||||
INVESTMENT OPERATIONS:
|
||||||||||||||||||||
Net investment income
|
0.07
|
0.12
|
0.11
|
0.08
|
0.05
|
|||||||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain (loss) on investments
|
3.55
|
(0.30
|
)
|
1.15
|
1.03
|
1.53
|
||||||||||||||
Total from investment operations
|
3.62
|
(0.18
|
)
|
1.26
|
1.11
|
1.58
|
||||||||||||||
LESS DISTRIBUTIONS:
|
||||||||||||||||||||
Distributions from
|
||||||||||||||||||||
net investment income
|
(0.07
|
)
|
(0.14
|
)
|
(0.10
|
)
|
(0.05
|
)
|
(0.05
|
)
|
||||||||||
Distributions from net realized gains
|
—
|
(0.67
|
)
|
(0.69
|
)
|
(0.82
|
)
|
(0.16
|
)
|
|||||||||||
Total distributions
|
(0.07
|
)
|
(0.81
|
)
|
(0.79
|
)
|
(0.87
|
)
|
(0.21
|
)
|
||||||||||
Net asset value, end of year
|
$
|
15.36
|
$
|
11.81
|
$
|
12.80
|
$
|
12.33
|
$
|
12.09
|
||||||||||
TOTAL RETURN(1)
|
30.77
|
%
|
(2.12
|
)%
|
11.33
|
%
|
9.10
|
%
|
14.84
|
%
|
||||||||||
SUPPLEMENTAL DATA AND RATIOS:
|
||||||||||||||||||||
Net assets, end of year (in millions)
|
$
|
117.1
|
$
|
94.3
|
$
|
36.3
|
$
|
26.9
|
$
|
19.0
|
||||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
1.23
|
%
|
1.24
|
%
|
1.27
|
%
|
1.31
|
%
|
1.41
|
%
|
||||||||||
After expense waiver/recoupment
|
1.18
|
%
|
1.18
|
%
|
1.18
|
%
|
1.18
|
%
|
1.27
|
%
|
||||||||||
Ratio of net investment income
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
0.48
|
%
|
0.96
|
%
|
0.86
|
%
|
0.50
|
%
|
0.32
|
%
|
||||||||||
After expense waiver/recoupment
|
0.53
|
%
|
1.02
|
%
|
0.95
|
%
|
0.63
|
%
|
0.46
|
%
|
||||||||||
Portfolio turnover rate
|
76
|
%
|
124
|
%
|
99
|
%
|
152
|
%
|
124
|
%
|
(1)
|
Total return does not reflect sales charges.
|
See Notes to the Financial Statements
14
NUANCE MID CAP VALUE FUND
Financial Highlights
For a Fund share outstanding throughout the period.
For the Period
|
||||||||||||||||
Year Ended
|
Year Ended
|
Year Ended
|
Inception through
|
|||||||||||||
April 30, 2021
|
April 30, 2020
|
April 30, 2019
|
April 30, 2018(1)
|
|||||||||||||
Z Class
|
||||||||||||||||
PER SHARE DATA:
|
||||||||||||||||
Net asset value, beginning of period
|
$
|
11.84
|
$
|
12.83
|
$
|
12.37
|
$
|
12.14
|
||||||||
INVESTMENT OPERATIONS:
|
||||||||||||||||
Net investment income
|
0.12
|
0.18
|
0.16
|
0.11
|
||||||||||||
Net realized and unrealized
|
||||||||||||||||
gain (loss) on investments
|
3.57
|
(0.32
|
)
|
1.14
|
1.03
|
|||||||||||
Total from investment operations
|
3.69
|
(0.14
|
)
|
1.30
|
1.14
|
|||||||||||
LESS DISTRIBUTIONS:
|
||||||||||||||||
Distributions from net investment income
|
(0.11
|
)
|
(0.18
|
)
|
(0.15
|
)
|
(0.09
|
)
|
||||||||
Distributions from net realized gains
|
—
|
(0.67
|
)
|
(0.69
|
)
|
(0.82
|
)
|
|||||||||
Total distributions
|
(0.11
|
)
|
(0.85
|
)
|
(0.84
|
)
|
(0.91
|
)
|
||||||||
Net asset value, end of period
|
$
|
15.42
|
$
|
11.84
|
$
|
12.83
|
$
|
12.37
|
||||||||
TOTAL RETURN(2)
|
31.34
|
%
|
(1.78
|
)%
|
11.73
|
%
|
9.39
|
%
|
||||||||
SUPPLEMENTAL DATA AND RATIOS:
|
||||||||||||||||
Net assets, end of period (in millions)
|
$
|
409.5
|
$
|
254.2
|
$
|
130.9
|
$
|
42.7
|
||||||||
Ratio of expenses to average net assets(3):
|
||||||||||||||||
Before expense waiver/recoupment
|
0.83
|
%
|
0.84
|
%
|
0.88
|
%
|
0.91
|
%
|
||||||||
After expense waiver/recoupment
|
0.78
|
%
|
0.78
|
%
|
0.78
|
%
|
0.78
|
%
|
||||||||
Ratio of net investment income
|
||||||||||||||||
to average net assets(3):
|
||||||||||||||||
Before expense waiver/recoupment
|
0.88
|
%
|
1.36
|
%
|
1.25
|
%
|
0.94
|
%
|
||||||||
After expense waiver/recoupment
|
0.93
|
%
|
1.42
|
%
|
1.35
|
%
|
1.07
|
%
|
||||||||
Portfolio turnover rate(2)
|
76
|
%
|
124
|
%
|
99
|
%
|
152
|
%
|
(1)
|
Inception date of the Z Class was May 8, 2017.
|
(2)
|
Not annualized for periods less than one year.
|
(3)
|
Annualized for periods less than one year.
|
See Notes to the Financial Statements
15
NUANCE MID CAP VALUE FUND
Financial Highlights
For a Fund share outstanding throughout the year.
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||||||||
April 30,
|
April 30,
|
April 30,
|
April 30,
|
April 30,
|
||||||||||||||||
2021
|
2020
|
2019
|
2018
|
2017
|
||||||||||||||||
Institutional Class
|
||||||||||||||||||||
PER SHARE DATA:
|
||||||||||||||||||||
Net asset value, beginning of year
|
$
|
11.81
|
$
|
12.80
|
$
|
12.35
|
$
|
12.12
|
$
|
10.74
|
||||||||||
INVESTMENT OPERATIONS:
|
||||||||||||||||||||
Net investment income
|
0.10
|
0.17
|
0.14
|
0.11
|
0.08
|
|||||||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain (loss) on investments
|
3.55
|
(0.31
|
)
|
1.14
|
1.03
|
1.54
|
||||||||||||||
Total from investment operations
|
3.65
|
0.14
|
1.28
|
1.14
|
1.62
|
|||||||||||||||
LESS DISTRIBUTIONS:
|
||||||||||||||||||||
Distributions from
|
||||||||||||||||||||
net investment income
|
(0.10
|
)
|
(0.18
|
)
|
(0.14
|
)
|
(0.09
|
)
|
(0.08
|
)
|
||||||||||
Distributions from net realized gains
|
—
|
(0.67
|
)
|
(0.69
|
)
|
(0.82
|
)
|
(0.16
|
)
|
|||||||||||
Total distributions
|
(0.10
|
)
|
(0.85
|
)
|
(0.83
|
)
|
(0.91
|
)
|
(0.24
|
)
|
||||||||||
Net asset value, end of year
|
$
|
15.36
|
$
|
11.81
|
$
|
12.80
|
$
|
12.35
|
$
|
12.12
|
||||||||||
TOTAL RETURN
|
31.09
|
%
|
(1.85
|
)%
|
11.57
|
%
|
9.32
|
%
|
15.15
|
%
|
||||||||||
SUPPLEMENTAL DATA AND RATIOS:
|
||||||||||||||||||||
Net assets, end of year (in millions)
|
$
|
3,284.4
|
$
|
1,474.8
|
$
|
952.0
|
$
|
463.7
|
$
|
284.9
|
||||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
0.91
|
%
|
0.92
|
%
|
0.95
|
%
|
0.99
|
%
|
1.09
|
%
|
||||||||||
After expense waiver/recoupment
|
0.92
|
%
|
0.93
|
%
|
0.93
|
%
|
0.93
|
%
|
1.00
|
%
|
||||||||||
Ratio of net investment income
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
0.80
|
%
|
1.29
|
%
|
1.18
|
%
|
0.82
|
%
|
0.64
|
%
|
||||||||||
After expense waiver/recoupment
|
0.79
|
%
|
1.28
|
%
|
1.20
|
%
|
0.88
|
%
|
0.73
|
%
|
||||||||||
Portfolio turnover rate
|
76
|
%
|
124
|
%
|
99
|
%
|
152
|
%
|
124
|
%
|
See Notes to the Financial Statements
16
NUANCE MID CAP VALUE FUND
Notes to the Financial Statements
April 30, 2021
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, as amended (the “1940 Act”), as an open-end
management investment company. The Nuance Mid Cap Value Fund (the “Fund”) is a diversified series with its own investment objectives and policies within the Trust. The investment objective of the Fund is long-term capital appreciation. 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 commenced operations on May 31, 2011. The Fund currently offers three classes, the Investor Class, the Institutional Class and the Z Class. Investor Class shares may be subject to a front-end sales charge of up to 5.00%. Investor Class shares
are subject to a 0.25% of average daily net assets distribution and servicing fee and Investor Class and Institutional Class shares are subject to a shareholder servicing fee of up to 0.15% of average daily net assets. Each class of shares has
identical rights and privileges with respect to voting on matters affecting a single share class. The Fund may issue an unlimited number of shares of beneficial interest, with no par value.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting
principles in the United States of America (“GAAP”).
Security Valuation – All investments in securities are recorded at their estimated fair value, as described in Note 3.
Federal Income 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 distributes 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 year ended April 30, 2021, 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. 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 year ended April 30, 2021, the Fund did not incur any interest or penalties.
Security Transactions, Income and Distributions – The Fund follows industry practice and records security transactions on the trade date. Realized gains and losses on sales of
securities are calculated on the basis of identified cost. Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. 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. Discounts and premiums on securities purchased are amortized over the expected life of the respective securities using the constant yield method of calculation.
The Fund will make distributions, if any, of net investment income quarterly. The Fund will also distribute net realized capital gains, if any, annually. Distributions to shareholders are recorded on the ex-dividend
date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their treatment for federal income tax purposes. These differences
are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, GAAP requires that they be
reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or
17
NUANCE MID CAP VALUE FUND
Notes to the Financial Statements – Continued
April 30, 2021
net asset values per share of the Fund. For the year ended April 30, 2021, the Fund increased paid-in capital by $9,147,859 and decreased total distributable earnings by $9,147,859 due to a redemption in-kind.
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 reporting period. Actual results could differ from those estimates.
Allocation of Income, Expenses and Gains/Losses – Income, expenses (other than those deemed attributable to a specific share class), and gains and losses of the Fund are
allocated daily to each class of shares based upon the ratio of net assets represented by each class as a percentage of the net assets of the Fund. Expenses deemed directly attributable to a class of shares are recorded by the specific class. Most
Fund expenses are allocated by class based on relative net assets. 12b-1 fees are expensed at 0.25% of average daily net assets of Investor Class shares. Shareholder service fees are expensed at up to 0.15% of average daily net assets for Investor
and Institutional shares. 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.
3. SECURITIES VALUATION
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional
disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in 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.
|
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 – Securities 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.
18
NUANCE MID CAP VALUE FUND
Notes to the Financial Statements – Continued
April 30, 2021
Short-Term Investments – Investments in other mutual funds, including money market funds are valued at their net asset value per share and are categorized in Level 1 of the fair
value hierarchy. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.
Securities for which market quotations are not readily available, or if the closing price does not represent fair value, are valued following procedures approved by the Board of Trustees (the “Board”). These
procedures consider many factors, including the type of security, size of holding, trading volume and news events. There can be no assurance that the Fund could obtain the fair value assigned to a security if it were to sell the security at
approximately the time at which the Fund determines its net asset values per share. The Board has established a Valuation Committee to administer, implement, and oversee the fair valuation process, and to make fair value decisions when necessary.
The Board regularly reviews reports that describe any fair value determinations and methods.
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 securities as of
April 30, 2021:
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Common Stocks
|
$
|
3,113,713,647
|
$
|
—
|
$
|
—
|
$
|
3,113,713,647
|
||||||||
Convertible Preferred Stocks
|
220,924,267
|
—
|
—
|
220,924,267
|
||||||||||||
Preferred Stocks
|
100,849,494
|
—
|
—
|
100,849,494
|
||||||||||||
Short-Term Investment
|
345,994,746
|
—
|
—
|
345,994,746
|
||||||||||||
Total Investments in Securities
|
$
|
3,781,482,154
|
$
|
—
|
$
|
—
|
$
|
3,781,482,154
|
Refer to the Schedule of Investments for further information on the classification of investments.
4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Trust has an agreement with Nuance Investments, LLC (the “Adviser”) to furnish investment advisory services to the Fund. Pursuant to an Investment Advisory Agreement between the Trust and the Adviser, the Adviser
is entitled to receive, on a monthly basis, an annual advisory fee equal to 0.75% 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 reimburse the Fund for its expenses to ensure that total annual operating expenses (excluding acquired fund fees and
expenses, leverage, interest, dividend and interest expense on short sales, taxes, brokerage commissions and extraordinary expenses) for the Fund do not exceed 1.18%, 0.78% and 0.93% of average daily net assets of the Fund’s Investor Class, Z Class
and Institutional Class, respectively. 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 intended to be continual in nature and cannot be terminated within a year after the effective
date of the Fund’s prospectus. After that date, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s Board or the Adviser, with the consent of the Board. For the year ended April 30, 2021, the Adviser recouped
expenses of $414,155 relating to fees previously waived. Waived fees and reimbursed expenses subject to potential recovery by month of expiration are as follows:
Expiration
|
Amount
|
|||
May 2021 – April 2022
|
$
|
92,378
|
||
May 2022 – April 2023
|
$
|
155,706
|
||
May 2023 – April 2024
|
$
|
208,199
|
19
NUANCE MID CAP VALUE FUND
Notes to the Financial Statements – Continued
April 30, 2021
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, (“Fund Services” or the “Administrator”), 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 Fund’s 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 and accounting, transfer agency, custody and compliance services for the year ended April 30, 2021, are disclosed in the Statement of Operations.
5. DISTRIBUTION & SHAREHOLDER SERVICING FEES
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”) in the Investor Class only. The Plan permits the Fund to pay for distribution and related expenses at an annual rate of 0.25% of the
Investor Class average daily net assets. The expenses covered by the Plan may include the cost of preparing and distributing prospectuses and other sales material, advertising and public relations expenses, payments to financial intermediaries and
compensation of personnel involved in selling shares of the Fund. Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred. For the year ended April
30, 2021, the Investor Class incurred expenses of $248,972 pursuant to the Plan.
The Fund has entered into a shareholder servicing agreement (the “Agreement”) where the Adviser acts as the shareholder agent, under which the Fund may pay servicing fees at an annual rate of up to 0.15% of the average
daily net assets of each class. Payments, if any, to the Adviser under the Agreement may reimburse the Adviser for payments it makes to selected brokers, dealers and administrators which have entered into service agreements with the Adviser for
services provided to shareholders of the Fund. Payments may also be made directly to the intermediaries providing shareholder services. The services provided by such intermediaries are primarily designed to assist shareholders of the Fund and
include the furnishing of office space and equipment, telephone facilities, personnel and assistance to the Fund in servicing such shareholders. Services provided by such intermediaries also include the provision of support services to the Fund and
includes establishing and maintaining shareholders’ accounts and record processing, purchase and redemption transactions, answering routine client inquiries regarding the Fund, and providing such other personal services to shareholders as the Fund
may reasonably request. For the year ended April 30, 2021, the Investor and Institutional Class incurred $149,384 and $1,863,292, respectively, of shareholder servicing fees under the Agreement.
20
NUANCE MID CAP VALUE FUND
Notes to the Financial Statements – Continued
April 30, 2021
6. CAPITAL SHARE TRANSACTIONS
Transactions in shares of the Fund were as follows:
Year Ended
|
Year Ended
|
|||||||
April 30, 2021
|
April 30, 2020
|
|||||||
Investor Class:
|
||||||||
Shares sold
|
3,635,329
|
6,626,930
|
||||||
Shares issued to holders in reinvestment of distributions
|
40,197
|
278,387
|
||||||
Shares redeemed
|
(4,038,529
|
)
|
(1,753,435
|
)
|
||||
Net increase (decrease) in Investor Class shares
|
(363,003
|
)
|
5,151,882
|
|||||
Z Class:
|
||||||||
Shares sold
|
19,738,682
|
13,651,257
|
||||||
Shares issued to holders in reinvestment of distributions
|
98,253
|
420,861
|
||||||
Shares redeemed-in-kind
|
(3,164,185
|
)
|
—
|
|||||
Shares redeemed
|
(11,580,213
|
)
|
(2,810,250
|
)
|
||||
Net increase in Z Class shares
|
5,092,537
|
11,261,868
|
||||||
Institutional Class:
|
||||||||
Shares sold
|
131,687,305
|
70,738,799
|
||||||
Shares issued to holders in reinvestment of distributions
|
1,323,270
|
5,438,475
|
||||||
Shares redeemed
|
(44,102,193
|
)
|
(25,652,164
|
)
|
||||
Net increase in Institutional Class shares
|
88,908,382
|
50,525,110
|
||||||
Net increase in shares outstanding
|
93,637,916
|
66,938,860
|
7. INVESTMENT TRANSACTIONS
The aggregate purchases and sales, excluding short-term investments, by the Fund for the year ended April 30, 2021, were as follows:
Purchases
|
Sales
|
|||||||
U.S. Government
|
$
|
—
|
$
|
—
|
||||
Other*
|
$
|
3,090,332,165
|
$
|
2,005,884,670
|
*
|
Sales exclude securities redeemed in-kind of $41,785,397.
|
8. FEDERAL TAX INFORMATION
The aggregate gross unrealized appreciation and depreciation of securities held by the Fund and the total cost of securities for federal income tax purposes at April 30, 2021, the Fund’s most recent fiscal year end,
were as follows:
Aggregate Gross
|
Aggregate Gross
|
Federal Income
|
||
Appreciation
|
Depreciation
|
Net
|
Tax Cost
|
|
$536,468,412
|
$(73,288,465)
|
$463,179,947
|
$3,318,302,207
|
21
NUANCE MID CAP VALUE FUND
Notes to the Financial Statements – Continued
April 30, 2021
The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the deferral of wash sale losses. At April 30, 2021, components of distributed earnings on a tax-basis were as
follows:
Undistributed
|
Other
|
Total
|
||
Undistributed
|
Long-Term
|
Accumulated
|
Unrealized
|
Distributable
|
Ordinary Income
|
Capital Gains
|
Losses
|
Appreciation
|
Earnings
|
$102,789,285
|
$140,225,069
|
$—
|
$463,179,947
|
$706,194,301
|
As of April 30, 2021, the Fund did not have any capital loss carryovers. A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day
of the next taxable year. Qualified late year losses are certain capital, and ordinary losses which occur during the portion of the Fund’s taxable year subsequent to October 31. For the taxable year ended April 30, 2021, the Fund does not plan to
defer any qualified later year losses.
The tax character of distributions paid during the year ended April 30, 2021, were as follows:
Ordinary
|
Long-Term
|
||
Income*
|
Capital Gains
|
Total
|
|
$22,231,811
|
$—
|
$22,231,811
|
The tax character of distributions paid during the year ended April 30, 2020, were as follows:
Ordinary
|
Long-Term
|
||
Income*
|
Capital Gains
|
Total
|
|
$60,984,768
|
$37,639,950
|
$98,624,718
|
*
|
For federal income tax purposes, distributions of short-term capital gains are treated as ordinary income distributions.
|
The Fund designated as long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Fund related to net capital gain to zero for
the tax year ended April 30, 2020.
9. GENERAL RISK
The recent global outbreak of COVID-19 has disrupted economic markets and the prolonged economic impact is uncertain. The operational and financial performance of the issuers of securities in which the Fund invests
depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn impact the value of the Fund’s investments.
22
NUANCE MID CAP VALUE FUND
Notes to the Financial Statements – Continued
April 30, 2021
10. TRANSACTIONS WITH AFFILIATES
If the Fund’s holding represents ownership of 5% or more of the voting securities of a company, the company is deemed to be an affiliate as defined by the 1940 Act. The Fund conducted transactions during the year ended
April 30, 2021 with affiliated companies as so defined:
Beginning Value
|
Additions
|
Reductions
|
Ending Shares
|
|||||||||||||
Cal-Maine Foods, Inc.
|
$
|
32,581,407
|
$
|
86,538,521
|
$
|
(6,377,480
|
)
|
2,735,496
|
||||||||
Equity Commonwealth
|
61,745,171
|
168,887,255
|
(2,775,971
|
)
|
7,240,999
|
|||||||||||
SJW Group
|
26,079,200
|
70,857,163
|
(1,181,869
|
)
|
1,579,336
|
Change in
|
||||||||||||||||||||
Ending
|
Unrealized
|
|||||||||||||||||||
Value as of
|
Dividend
|
Return of
|
Realized Gain
|
Appreciation/
|
||||||||||||||||
April 30, 2021
|
Income
|
Capital
|
(Loss)
|
Depreciation
|
||||||||||||||||
Cal-Maine Foods, Inc.
|
$
|
102,198,131
|
$
|
93,007
|
$
|
—
|
$
|
(409,432
|
)
|
$
|
(10,134,885
|
)
|
||||||||
Equity Commonwealth
|
208,540,771
|
30,562
|
—
|
20,262,152
|
(19,505,667
|
)
|
||||||||||||||
SJW Group
|
103,525,475
|
1,317,502
|
—
|
264,460
|
7,506,521
|
|||||||||||||||
$
|
414,264,377
|
$
|
1,441,071
|
$
|
—
|
$
|
20,117,180
|
$
|
(22,134,031
|
)
|
11. CONTROL OWNERSHIP
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940.
As of April 30, 2021, Morgan Stanley Smith Barney LLC for the benefit of its customers, owned 25.92% of the Fund.
12. REDEMPTION IN-KIND
On January 21, 2021, a shareholder redeemed $45,406,057 in an in-kind transaction which consisted of $41,785,396 in securities and $3,620,661 in cash. The in-kind transaction resulted in a realized gain to the Fund of
$10,549,678.
23
NUANCE MID CAP VALUE FUND
Report of Independent Registered Public Accounting Firm
To the Shareholders of Nuance Mid Cap Value Fund and
Board of Trustees of Managed Portfolio Series
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Nuance Mid Cap Value Fund (the “Fund”), a series of Managed Portfolio Series, as of April 30, 2021, the
related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the five years in the period then ended
(collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2021, the results of its operations for the year then
ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of
America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2021, by correspondence with the custodian. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of Nuance Investments, LLC’s investment companies since 2011.
COHEN & COMPANY, LTD.
Cleveland, Ohio
June 28, 2021
24
NUANCE MID CAP VALUE FUND
Additional Information (Unaudited)
April 30, 2021
TRUSTEES AND OFFICERS
Term of
|
|||||
Office
|
Number of
|
Other
|
|||
Name,
|
and
|
Portfolios
|
Principal
|
Directorships
|
|
Address
|
Position(s)
|
Length
|
in Trust
|
Occupation(s)
|
Held by Trustee
|
and Year
|
Held with
|
of Time
|
Overseen
|
During the Past
|
During the Past
|
of Birth
|
the Trust
|
Served
|
by Trustee
|
Five Years
|
Five Years
|
Independent Trustees
|
|||||
Leonard M. Rush, CPA
|
Chairman,
|
Indefinite
|
33
|
Retired, Chief Financial
|
Independent Trustee,
|
615 E. Michigan St.
|
Trustee and
|
Term; Since
|
Officer, Robert W. Baird
|
ETF Series Solutions
|
|
Milwaukee, WI 53202
|
Audit
|
April 2011
|
& Co. Incorporated
|
(47 Portfolios)
|
|
Year of Birth: 1946
|
Committee
|
(2000-2011).
|
(2012-Present).
|
||
Chairman
|
|||||
David A. Massart
|
Trustee
|
Indefinite
|
33
|
Co-Founder and Chief
|
Independent Trustee,
|
615 E. Michigan St.
|
Term; Since
|
Investment Strategist,
|
ETF Series Solutions
|
||
Milwaukee, WI 53202
|
April 2011
|
Next Generation Wealth
|
(47 Portfolios)
|
||
Year of Birth: 1967
|
Management, Inc.
|
(2012-Present).
|
|||
(2005-Present).
|
|||||
Robert J. Kern*
|
Trustee
|
Indefinite
|
33
|
Retired (July 2018-Present);
|
None
|
615 E. Michigan St.
|
Term; Since
|
Executive Vice President,
|
|||
Milwaukee, WI 53202
|
January 2011
|
U.S. Bancorp Fund Services,
|
|||
Year of Birth: 1958
|
LLC (1994-2018).
|
*
|
Mr. Kern became an independent Trustee on July 6, 2020. Previously he was an Interested Trustee.
|
25
NUANCE MID CAP VALUE FUND
Additional Information (Unaudited) – Continued
April 30, 2021
Term of
|
|||||
Office
|
Number of
|
Other
|
|||
Name,
|
and
|
Portfolios
|
Principal
|
Directorships
|
|
Address
|
Position(s)
|
Length
|
in Trust
|
Occupation(s)
|
Held by Trustee
|
and Year
|
Held with
|
of Time
|
Overseen
|
During the Past
|
During the Past
|
of Birth
|
the Trust
|
Served
|
by Trustee
|
Five Years
|
Five Years
|
Independent Trustees
|
|||||
David M. Swanson
|
Trustee
|
Indefinite
|
33
|
Founder and Managing
|
Independent Trustee,
|
615 E. Michigan St.
|
and
|
Term; Since
|
Principal, SwanDog
|
ALPS Variable
|
|
Milwaukee, WI 53202
|
Nominating
|
April 2011
|
Strategic Marketing,
|
Investment Trust
|
|
Year of Birth: 1957
|
& Governance
|
LLC (2006-Present),
|
(7 Portfolios) (2006-
|
||
Committee
|
Executive Vice President,
|
Present); Independent
|
|||
Chairman
|
Calamos Investments
|
Trustee, RiverNorth
|
|||
(2004-2006).
|
Funds (3 Portfolios)
|
||||
(2018-Present);
|
|||||
RiverNorth Managed
|
|||||
Duration Municipal
|
|||||
Income Fund Inc.
|
|||||
(1 Portfolio) (2019-
|
|||||
Present); RiverNorth
|
|||||
Marketplace Lending
|
|||||
Corporation
|
|||||
(1 Portfolio) (2018-
|
|||||
Present); RiverNorth/
|
|||||
DoubleLine Strategic
|
|||||
Opportunity Fund, Inc.
|
|||||
(1 Portfolio) (2018-
|
|||||
Present); RiverNorth
|
|||||
Opportunities Fund,
|
|||||
Inc. (1 Portfolio) (2018-
|
|||||
Present); RiverNorth
|
|||||
Opportunistic
|
|||||
Municipal Income
|
|||||
Fund, Inc. (1 Portfolio)
|
|||||
(2018-Present).
|
26
NUANCE MID CAP VALUE FUND
Additional Information (Unaudited) – Continued
April 30, 2021
Term of
|
|||||
Office
|
Number of
|
Other
|
|||
Name,
|
and
|
Portfolios
|
Principal
|
Directorships
|
|
Address
|
Position(s)
|
Length
|
in Trust
|
Occupation(s)
|
Held by Trustee
|
and Year
|
Held with
|
of Time
|
Overseen
|
During the Past
|
During the Past
|
of Birth
|
the Trust
|
Served
|
by Trustee
|
Five Years
|
Five Years
|
Officers
|
|||||
Brian R. Wiedmeyer
|
President and
|
Indefinite
|
N/A
|
Vice President, U.S.
|
N/A
|
615 E. Michigan St.
|
Principal
|
Term; Since
|
Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
Executive
|
November
|
LLC (2005-Present).
|
||
Year of Birth: 1973
|
Officer
|
2018
|
|||
Deborah Ward
|
Vice President,
|
Indefinite
|
N/A
|
Senior Vice President,
|
N/A
|
615 E. Michigan St.
|
Chief
|
Term; Since
|
U.S. Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
Compliance
|
April 2013
|
LLC (2004-Present).
|
||
Year of Birth: 1966
|
Officer and
|
||||
Anti-Money
|
|||||
Laundering
|
|||||
Officer
|
|||||
Benjamin Eirich
|
Treasurer,
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Principal
|
Term; Since
|
U.S. Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
Financial
|
August 2019
|
LLC (2008-Present).
|
||
Year of Birth: 1981
|
Officer and
|
(Treasurer);
|
|||
Vice President
|
Since
|
||||
November
|
|||||
2018 (Vice
|
|||||
President)
|
|||||
Joseph Destache
|
Secretary
|
Indefinite
|
N/A
|
U.S. Bancorp Fund
|
N/A
|
615 E. Michigan St.
|
Term; Since
|
Services, LLC
|
|||
Milwaukee, WI 53202
|
March 2021
|
(2018-Present).
|
|||
Year of Birth: 1991
|
|||||
Douglas Schafer
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
U.S. Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
and Vice
|
May 2016
|
LLC (2002-Present).
|
||
Year of Birth: 1970
|
President
|
(Assistant
|
|||
|
Treasurer);
|
||||
Since
|
|||||
November
|
|||||
2018 (Vice
|
|||||
President)
|
|||||
Michael J. Cyr II
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
U.S. Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
and Vice
|
August 2019
|
LLC (2013-Present).
|
||
Year of Birth: 1992
|
President
|
27
NUANCE MID CAP VALUE FUND
Additional Information (Unaudited) – Continued
April 30, 2021
AVAILABILITY OF FUND PORTFOLIO INFORMATION
The Fund files complete schedules of portfolio holdings with the U.S. Securities and Exchange Commission (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. Information on the operation of the Public Reference Room may be obtained by calling 1-800-732-0330.
The Fund’s Part F of Form N-PORT may also be obtained by calling 1-855-682-6233.
AVAILABILITY OF PROXY VOTING INFORMATION
A description of the Fund’s Proxy Voting Policies and Procedures is available without charge, upon request, by calling 1-855-682-6233. Information regarding how the Fund voted proxies relating to portfolio securities
during the most recent 12 month period ended June 30, is available (1) without charge, upon request, by calling 1-888-621-9258, or (2) on the SEC’s website at www.sec.gov.
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION
For the fiscal year ended April 30, 2021, certain dividends paid by the Fund may be reported as qualified dividend income and may be eligible for taxation at capital gains rates. The percentage of dividends declared
from ordinary income designated as qualified dividend income was 38.42% for the Fund.
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended April 30, 2021 was 30.13% for the Fund.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(c) was 0.00%.
28
NUANCE MID CAP VALUE FUND
Approval of Investment Advisory Agreement (Unaudited)
At the regular meeting of the Board of Trustees of Managed Portfolio Series (“Trust”) on February 23-24, 2021, the Trust’s Board of Trustees (“Board”), each of whom were present virtually via video conference,
including all of the Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, (“Independent Trustees”) considered and approved the continuation of the
Investment Advisory Agreement between the Trust and Nuance Investments, LLC (“Nuance” or the “Adviser”) regarding the Nuance Mid Cap Value Fund (the “Fund”) (the “Investment Advisory Agreement”) for another annual term.
Prior to the meeting and at a meeting held on January 6, 2021, the Trustees received and considered information from Nuance and the Trust’s administrator designed to provide the Trustees with the information necessary
to evaluate the continuance of the Investment Advisory Agreement (“Support Materials”). Before voting to approve the continuance of the Investment Advisory Agreement, the Trustees reviewed the Support Materials with Trust management and with counsel
to the Independent Trustees, and received a memorandum from such counsel discussing the legal standards for the Trustees’ consideration of the renewal of the Investment Advisory Agreement. This information, together with the information provided to
the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations.
In determining whether to continue the Investment Advisory Agreement, the Trustees considered all factors they believed relevant including the following with respect to the Fund: (1) the nature, extent, and quality of
the services provided by Nuance with respect to the Fund; (2) the Fund’s historical performance as managed by Nuance; (3) the costs of the services provided by Nuance and the profits realized by Nuance from services rendered to the Fund; (4)
comparative fee and expense data for the Fund and other investment companies with similar investment objectives; (5) the extent to which economies of scale may be realized as the Fund grows, and whether the advisory fee for the Fund reflects such
economies of scale for the Fund’s benefit; and (6) other benefits to Nuance resulting from its relationship with the Fund. In their deliberations, the Trustees weighed to varying degrees the importance of the information provided to them, did not
identify any particular information that was all-important or controlling.
Based upon the information provided to the Board, including at a presentation by representatives from Nuance, and the Support Materials, the Board concluded that the overall arrangements between the Trust and Nuance as
set forth in the Investment Advisory Agreement, as the agreement relates to the Fund, continue to be fair and reasonable in light of the services that Nuance performs, the investment advisory fees that the Fund pays Nuance for such services, and such
other matters as the Trustees considered relevant in the exercise of their reasonable business judgment. The material factors and conclusions that formed the basis of the Trustees’ determination to approve the continuation of the Investment Advisory
Agreement, as it relates to the Fund, are summarized below.
Nature, Extent and Quality of Services Provided. The Trustees considered the scope of services that Nuance provides under the Investment Advisory Agreement with respect to the
Fund, noting that such services include, but are not limited to, the following: (1) investing the Fund’s assets consistent with the Fund’s investment objective and investment policies; (2) determining the portfolio securities to be purchased, sold,
or otherwise disposed of, and the timing of such transactions; (3) voting all proxies, if any, with respect to the Fund’s portfolio securities; (4) maintaining the required books and records for transactions that Nuance effected on behalf of the
Fund; (5) selecting broker-dealers to execute orders on behalf of the Fund; and (6) monitoring and maintaining the Fund’s compliance with policies and procedures of the Trust and with applicable securities laws. The Trustees reviewed Nuance’s
financial statements, assets under management and capitalization. In that regard, the Trustees concluded that Nuance had sufficient resources to support the management of the Fund. The Trustees considered
29
NUANCE MID CAP VALUE FUND
Approval of Investment Advisory Agreement (Unaudited) – Continued
the investment philosophy of the Fund’s portfolio managers, one of whom has managed the Fund since its inception date, and their investment analysis and portfolio management experience, noting one portfolio manager’s
significant experience managing assets utilizing investment objectives similar to those of the Fund. The Trustees concluded that they were satisfied with the nature, extent and quality of services that Nuance provides to the Fund under the
Investment Advisory Agreement.
Fund Historical Performance and the Overall Performance of Nuance. In assessing the quality of the portfolio management delivered by Nuance, the Trustees reviewed the short-term
and longer-term performance of the Fund on both an absolute basis and in comparison to an appropriate securities benchmark index, each Fund’s respective peer funds according to Morningstar classifications, and the Fund’s composite of separate
accounts that Nuance manages utilizing investment strategies similar to those of the Fund. When reviewing the Fund’s performance against its respective Morningstar peer group, the Trustees took into account that the investment objective and
strategies of the Fund, as well as the Fund’s level of risk tolerance, may differ significantly from funds in its peer group. The Trustees considered that the Fund outperformed its peer group median and average over the year-to-date, one-year,
three-year and five-year period ended October 31, 2020. The Trustees noted that the Fund was in the top decile of its peer group across all reviewed periods ended October 31, 2020. The Trustees also considered that the Fund had outperformed its
primary benchmark over the year-to-date, one-year, three-year and five-year periods ended October 31, 2020, and underperformed its secondary benchmark across each of those periods. The Trustees then observed that the Fund’s performance was consistent
with the performance of a composite of similar accounts managed by Nuance over all relevant time periods.
Comparative Fee and Expense Data. The Board reviewed and considered the advisory fee payable by the Fund to Nuance under the Investment Advisory Agreement. The Board compared
the Fund’s contractual advisory fee and total expense ratio to industry data with respect to other mutual funds in the same Morningstar peer group. The Fund’s contractual management fee is above the peer group median and average. The total
expenses (after waivers) for the Fund is below the peer group median and average for the Z Class, is above the peer group median but equal to the average for the Institutional Class and is above the peer group median and average for the Investor
Class. The Trustees noted that when compared to similarly sized funds, the total expenses for the Fund’s Investor Class was equal to the peer group average and below the peer group median.
While recognizing that it is difficult to compare advisory fees because the scope of advisory services provided may vary from one investment adviser to another, the Trustees concluded that Nuance’s advisory fee with
respect to the Fund continues to be reasonable.
Cost of Advisory Services and Profitability. The Trustees considered the annual advisory fee that the Fund pays to Nuance under the Investment Advisory Agreement, as well as
Nuance’s profitability from services that Nuance rendered to the Fund under the Investment Advisory Agreement during the 12-month period ended September 30, 2020. The Trustees also considered the effect of an expense limitation agreement on Nuance’s
compensation and that Nuance has contractually agreed to reduce its advisory fees and, if necessary, reimburse the Fund for operating expenses, as specified in the Fund’s prospectus. In that regard, the Trustees noted that the Fund had waived a
portion of its advisory fee during the one-year period ended September 30, 2020. The Trustees also considered the management fees Nuance charges to separately managed accounts with investment strategies similar to those of the Fund. They observed
that Nuance charges management fees that range above and below the management fees charged to the Fund, depending on assets under management. The Trustees also took into account, however, that Nuance has additional responsibilities with respect to
the Fund, including additional compliance obligations and the preparation of Board and shareholder materials, which justify a higher fee. The Trustees concluded that Nuance’s service relationship with the Fund has yielded a reasonable profit.
30
NUANCE MID CAP VALUE FUND
Approval of Investment Advisory Agreement (Unaudited) – Continued
Economies of Scale. The Trustees then considered whether the Fund may benefit from any economies of scale, noting that the investment advisory fees for the Fund in the Investment
Advisory Agreement do not contain breakpoints. The Trustees additionally took into account that Nuance had expressed reservations about adopting breakpoints for the Fund because of concerns about potential capacity constraints associated with each
strategy. The Trustees agreed to discuss the implementation of breakpoints with Nuance in one year based on the level of assets in the Fund at that time.
Other Benefits. The Trustees considered the direct and indirect benefits that could be realized by Nuance from its relationship with
the Fund. The Trustees considered that Nuance does not utilize soft dollar arrangements with respect to portfolio transactions, and that Nuance does not use affiliated brokers to execute the Fund’s portfolio transactions. While the Trustees noted
that the Fund utilizes Rule 12b-1 fees to pay for shareholder and distribution services related to Investor Class shareholders of the Fund, the Trustees observed that distribution expenses that Nuance incurred significantly exceed any Rule 12b-1
payments from the Fund. The Trustees considered that Nuance may receive some form of reputational benefit from services rendered to the Fund, but that such benefits are immaterial and cannot otherwise be quantified. The Trustees concluded that
Nuance does not receive additional material benefits from its relationship with the Fund.
31
(This Page Intentionally Left Blank.)
NUANCE MID CAP VALUE FUND
Privacy Notice (Unaudited)
The Fund collects only relevant information about you that the law allows or requires it to have in order to conduct its business and properly service you. The Fund collects financial and personal information about
you (“Personal Information”) directly (e.g., information on account applications and other forms, such as your name, address, and social security number, and information provided to access account information or conduct account transactions online,
such as password, account number, e-mail address, and alternate telephone number), and indirectly (e.g., information about your transactions with us, such as transaction amounts, account balance and account holdings).
The Fund does not disclose any non-public personal information about its shareholders or former shareholders other than for everyday business purposes such as to process a transaction, service an
account, respond to court orders and legal investigations or as otherwise permitted by law. Third parties that may receive this information include companies that provide transfer agency, technology and administrative services to the Fund, as well
as the Fund’s investment adviser who is an affiliate of the Fund. If you maintain a retirement/educational custodial account directly with the Fund, we may also disclose your Personal Information to the custodian for that account for shareholder
servicing purposes. The Fund limits access to your Personal Information provided to unaffiliated third parties to information necessary to carry out their assigned responsibilities to the Fund. All shareholder records will be disposed of in
accordance with applicable law. The Fund maintains physical, electronic and procedural safeguards to protect your Personal Information and requires its third party service providers with access to such information to treat your Personal Information
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, credit union, bank or trust company, the privacy policy of your
financial intermediary governs how your non-public personal information is shared with unaffiliated third parties.
INVESTMENT ADVISER
Nuance Investments, LLC
4900 Main Street, Suite 220
Kansas City, MO 64112
DISTRIBUTOR
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, WI 53202
CUSTODIAN
U.S. Bank, N.A.
1555 North Rivercenter Drive
Milwaukee, WI 53212
ADMINISTRATOR, FUND ACCOUNTANT
AND TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, OH 44115
LEGAL COUNSEL
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103
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 1-855-682-6233.
Nuance Concentrated Value Long-Short Fund
Investor Class Shares – NCLIX
Institutional Class Shares – NCLSX
Annual Report
www.nuanceinvestments.com
|
April 30, 2021
|
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
April 30, 2021
Dear Fellow Shareholders:
We are pleased to write our semi-annual shareholder letter for the Nuance Concentrated Value Long-Short Fund (the “Fund”). The Fund seeks long-term capital appreciation by taking long positions in securities priced
below, and short positions in securities priced above, our internal view of their estimated intrinsic value. The Fund will typically maintain 15-35 long positions and up to 50 short positions.
Average Annual Rates of Return as of April 30, 2021:
6 Months
|
1 Year
|
3 Year
|
5 Year
|
Since Inception(1)
|
|
Institutional Class
|
0.90%
|
-5.33%
|
3.46%
|
3.41%
|
5.09%
|
S&P 500 Index(2)
|
28.85%
|
45.98%
|
18.67%
|
17.42%
|
16.63%
|
6 Months
|
1 Year
|
3 Year
|
5 Year
|
Since Inception(1)
|
|
Investor Class
|
0.82%
|
-5.49%
|
3.21%
|
3.11%
|
4.79%
|
S&P 500 Index(2)
|
28.85%
|
45.98%
|
18.67%
|
17.42%
|
16.63%
|
Performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an
investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Short term performance, in particular, is not a good indication of the Fund’s
future performance, and an investment should not be made solely based on returns. Performance data current to the most recent month end may be obtained by calling 1-855-682-6233.
Nuance Investments, LLC (the “Adviser”) has contractually agreed to waive its management fees and pay Fund expenses, in order to ensure that Total Annual Fund Operating Expenses (excluding acquired fund fees and
expenses, leverage/borrowing interest, interest expense, dividends paid on short sales, taxes, brokerage commissions, and extraordinary expenses) do not exceed 1.55% of the average daily net assets of the Investor Class and 1.30% of the average daily
net assets of the Institutional Class through at least August 28, 2021. Net Expense Ratios are as of the Fund’s most recent prospectus and are applicable to investors.
Institutional Class Gross Expense Ratio – 3.46%
|
Net Expense Ratio – 3.34%
|
Investor Class Gross Expense Ratio – 3.71 %
|
Net Expense Ratio – 3.59%
|
(1)
|
December 31, 2015
|
(2)
|
The Standard & Poor’s 500 Index (S&P 500) is an unmanaged, capitalization-weighted index generally representative of the U.S. Market for large capitalization stocks. This Index cannot be invested in
directly.
|
In terms of performance, since its inception on December 31, 2015 through April 30, 2021, the Institutional Class is up 5.09 percent (annualized) versus its primary index –the S&P 500 Index – up 16.63 percent
(annualized). While our Nuance Concentrated Value Long Short Fund underperformed the benchmark over the 1 year and 6-month time horizons, Nuance cautions clients regarding the use of short-term performance as a tool to make investment decisions. As
we remind our clients each month, your team continues to try and find leading business franchises with sustainable competitive positions that are trading below our internally derived view of fair or intrinsic value. We believe that our time-tested
process of finding what we consider best of breed businesses with better than the market downside support and better than the market upside potential over the long-term should lead to solid risk adjusted returns versus our peers and benchmarks.
At Nuance, our team and our processes are designed to emphasize consistency and what we believe is thorough fundamental analysis of companies that have the potential to lead to investment returns that will be
acceptable for our shareholders over the long-term. To do this, we focus our attention on studying one company at a time using the Nuance approach.
1
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Nuance employs a bottoms-up stock selection process that emphasizes one stock at a time valuation and fundamental work. Sector/industry weightings are a fallout primarily of the emphasis of the team to optimize the
risk versus reward profile of the portfolio. We would note that often specific events will result in an entire industry or sector being out of favor and thus showing positively skewed risk versus rewards. During those periods, we are likely to be
overweight those areas. The reverse is also true and certain sectors or industries can become overvalued at the same time. During those periods we would be underweight. Those decisions are made as a direct result of the time tested process of
studying valuations for leading business franchises one stock at a time as opposed to a top-down view of a space.
The Investment Team believed the investment opportunity set continued to be skewed to the short side of the Fund’s investment portfolio at the end of April of 2021. As of April 30, 2021, the median company in the
Nuance proprietary long universe, which consists of approximately 250 companies we view as industry leaders, was trading at around a 40 percent premium to what we would consider fair value. In other words, our long universe appeared to be overvalued
by approximately 40 percent on average based on our internal estimates. Furthermore, according to our company-by-company valuation work, the same universe had around 70 percent downside potential. This implies that if our list of 250 companies were
all to trade down to their historic trough valuation multiples, the average stock in our long universe could decline by roughly 70 percent.
On the long side of the portfolio, the Investment Team believes attractive long equity investments with reasonable risk rewards were still available as of April 30, 2021, although we considered many of the stocks in
our Nuance long universe to be overvalued. Sub-industries we believed were underearning and undervalued included Health Care Equipment, Property and Casualty Insurance, Health Care Supplies, and Personal Products – all areas of the economy that have
been negatively affected by the Covid-19 pandemic. On the short side of the portfolio, the Investment Team thought overvaluation remained widespread and that attractive short investment opportunities could be found in all sectors of the economy.
Thank you for your interest and your continued support.
Chad Baumler, CFA
Please visit our website at www.nuanceinvestments.com for more information about our team, our process, and value investing. You can also get real-time access to the Nuance Investment website updates and information
via traditional mail or e-mail. Simply contact us at [email protected] or call 816-743-7080 to sign-up.
This report must be preceded or accompanied by a prospectus.
Mutual fund investing involves risk. Principal loss is possible. Investments in small and mid-capitalization companies involve additional risk such as limited liquidity and greater volatility than
larger capitalization companies. Investments in foreign securities involve political, economic and currency risks, greater volatility and differences in accounting methods. The Fund is non-diversified, meaning it may concentrate its assets in fewer
individual holdings than a diversified fund. Therefore, the Fund is more exposed to individual stock volatility than a diversified fund. Short sale of securities involves unlimited risk including the possibility that losses may exceed the original
amount invested. However, a mutual fund investor’s risk is limited to one’s amount of investment in a mutual fund.
Past performance does not guarantee future results.
Opinions expressed are subject to change, are not guaranteed and should not be considered investment advice or recommendations to buy or sell any security.
Nuance Investments is the advisor to the Nuance Concentrated Value Long-Short Fund which is distributed by Quasar Distributors, LLC.
2
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Value of $10,000 Investment (Unaudited)
The chart assumes an initial investment of $10,000. Performance reflects waivers of fee and operating expenses in effect. In the absence of such waivers, total return would be reduced. Performance
data quoted represents past performance and does not guarantee future results. Investment returns and principal value will fluctuate, and when sold, may be worth more or less than their original cost. Performance current to the most recent month-end
may be lower or higher than the performance quoted and can be obtained by calling 1-855-682-6233. Performance assumes the reinvestment of capital gains and income distributions. The performance does not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund shares.
Average Annual Rates of Return (%) As of April 30, 2021
Since
|
||||
1 Year
|
3 Year
|
5 Year
|
Inception(1)
|
|
Investor Class
|
-5.49%
|
3.21%
|
3.11%
|
4.79%
|
Institutional Class
|
-5.33%
|
3.46%
|
3.41%
|
5.09%
|
S&P 500 Index(2)
|
45.98%
|
18.67%
|
17.42%
|
16.63%
|
(1)
|
December 31, 2015.
|
(2)
|
The Standard & Poor’s 500 Index (S&P 500) is an unmanaged, capitalization-weighted index generally representative of the U.S. market for large capitalization stocks. This Index cannot be invested in
directly.
|
The following is expense information for the Nuance Concentrated Value Long-Short Fund as disclosed in the Fund’s most recent prospectus dated August 28, 2020:
Institutional Class Gross Expense Ratio – 3.46%
|
Net Expense Ratio – 3.34%
|
Investor Class Gross Expense Ratio – 3.71%
|
Net Expense Ratio – 3.59%
|
3
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Nuance Investments, LLC (the “Adviser”) has contractually agreed to waive its management fees and pay Fund expenses, in order to ensure that Total Annual Fund Operating Expenses (excluding acquired fund fees and
expenses, leverage, interest, dividend and interest expense on short sales, taxes, brokerage commissions, and extraordinary expenses) do not exceed 1.55% of the average daily net assets of the Investor Class and 1.30% of the average daily net assets
of the Institutional Class. Fees waived and expenses paid by the Adviser may be recouped by the Adviser for a period of 36 months following the month during which such fee waiver and/or expense payment was made if such recoupment can be achieved
without exceeding the expense limit in effect at the time the fee waiver and/or expense payment occurred and the expense limit in place at the time of recoupment. The Operating Expenses Limitation Agreement is indefinite but cannot be terminated
through at least August 28, 2021. Thereafter, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s Board of Trustees (the “Board”) or the Adviser, with consent of the Board.
4
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Expense Example (Unaudited)
April 30, 2021
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, shareholder servicing fees, and other Fund
expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000
invested at the beginning of the period and held for the entire period (November 1, 2020 – April 30, 2021).
ACTUAL EXPENSES
For each class, the first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the
expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid
During Period” to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
For each class, the second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year
before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in
comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transactional costs were included, your costs may have been higher.
Expenses Paid
|
|||
Beginning Account
|
Ending Account
|
During Period(1)
|
|
Value (11/1/20)
|
Value (4/30/21)
|
(11/1/20 to 4/30/21)
|
|
Investor Class
|
|||
Actual(2)(3)
|
$1,000.00
|
$1,008.20
|
$19.07
|
Hypothetical(4) (5% return before expenses)
|
$1,000.00
|
$1,005.80
|
$19.05
|
Institutional Class
|
|||
Actual(2)(3)
|
$1,000.00
|
$1,009.00
|
$17.88
|
Hypothetical(4) (5% return before expenses)
|
$1,000.00
|
$1,006.99
|
$17.86
|
(1)
|
Expenses are equal to the Fund’s annualized expense ratio for the six-month period of 3.83% and 3.59% for the Investor Class and Institutional Class, respectively, multiplied by the average account value over
the period, multiplied by 181/365 to reflect the one-half year period.
|
(2)
|
Based on the actual returns for the six-month period of 0.82% and 0.90% for the Investor Class and Institutional Class, respectively.
|
(3)
|
Excluding dividends and interest on short positions, the actual expenses would be $7.72 and $6.48 for the Investor Class and Institutional Class, respectively.
|
(4)
|
Excluding dividends and interest on short positions, the hypothetical expenses would be $7.75 and $6.51 for the Investor Class and Institutional Class, respectively.
|
5
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Allocation of Portfolio(1)(2) (% of Net Assets) (Unaudited)
April 30, 2021
Top Ten Long Equity Positions(1)(2) (Unaudited)
as of April 30, 2021 (% of Net Assets)
Beiersdorf AG – ADR
|
8.1
|
%
|
|||
Smith & Nephew – ADR
|
6.1
|
%
|
|||
Travelers Companies, Inc.
|
5.9
|
%
|
|||
Equity Commonwealth
|
5.7
|
%
|
|||
United Utilities Group PLC – ADR
|
5.7
|
%
|
|||
Northern Trust Corp.
|
4.8
|
%
|
|||
Baxter International, Inc.
|
4.4
|
%
|
|||
Sanderson Farms, Inc.
|
3.9
|
%
|
|||
ICU Medical, Inc.
|
3.5
|
%
|
|||
Diageo PLC – ADR
|
3.5
|
%
|
Top Five Short Positions(2) (Unaudited)
as of April 30, 2021 (% of Net Assets)
Sherwin-Williams Co.
|
-4.2
|
%
|
|||
D.R. Horton, Inc.
|
-4.2
|
%
|
|||
PPG Industries, Inc.
|
-4.2
|
%
|
|||
Prologis, Inc.
|
-4.1
|
%
|
|||
Home Depot, Inc.
|
-4.1
|
%
|
(1)
|
Excludes short positions.
|
(2)
|
Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security.
|
ADR – American Depository Receipt
6
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Schedule of Investments
April 30, 2021
Shares
|
Value
|
|||||||
COMMON STOCKS – 81.6%
|
||||||||
Consumer Staples – 21.1%
|
||||||||
Beiersdorf AG – ADR (a)
|
437,981
|
$
|
9,891,626
|
|||||
Cal-Maine Foods, Inc. (a)
|
100,173
|
3,742,463
|
||||||
Diageo PLC – ADR (a)
|
23,480
|
4,211,138
|
||||||
Henkel AG & Co. KGaA – ADR (a)
|
25,463
|
631,737
|
||||||
Kimberly-Clark Corp. (a)
|
18,367
|
2,448,689
|
||||||
Sanderson Farms, Inc. (a)
|
29,036
|
4,777,293
|
||||||
25,702,946
|
||||||||
Financials – 18.2%
|
||||||||
Chubb Ltd. (a)
|
22,061
|
3,785,447
|
||||||
Everest Re Group, Ltd. (a)
|
13,609
|
3,769,013
|
||||||
MetLife, Inc. (a)
|
18,951
|
1,205,852
|
||||||
Northern Trust Corp. (a)
|
51,104
|
5,815,635
|
||||||
Travelers Companies, Inc. (a)
|
46,263
|
7,155,036
|
||||||
Valley National Bancorp (a)
|
29,634
|
408,060
|
||||||
22,139,043
|
||||||||
Healthcare – 21.6%
|
||||||||
Baxter International, Inc. (a)
|
61,966
|
5,309,866
|
||||||
Becton, Dickinson & Co. (a)
|
11,870
|
2,953,375
|
||||||
Dentsply Sirona, Inc. (a)
|
50,379
|
3,401,086
|
||||||
ICU Medical, Inc. (a)*
|
20,511
|
4,271,826
|
||||||
Johnson & Johnson (a)
|
18,181
|
2,958,594
|
||||||
Smith & Nephew – ADR (a)
|
172,311
|
7,438,666
|
||||||
26,333,413
|
||||||||
Industrials – 4.5%
|
||||||||
3M Co. (a)
|
12,059
|
2,377,311
|
||||||
Northrop Grumman Corp. (a)
|
8,822
|
3,126,870
|
||||||
5,504,181
|
||||||||
Real Estate – 5.7%
|
||||||||
Equity Commonwealth (a)
|
242,559
|
6,985,699
|
||||||
Utilities – 10.5%
|
||||||||
Essential Utilities, Inc. (a)
|
37,995
|
1,790,704
|
||||||
SJW Group (a)
|
61,454
|
4,028,310
|
||||||
United Utilities Group PLC – ADR (a)
|
254,827
|
6,931,294
|
||||||
12,750,308
|
||||||||
Total Common Stocks
|
||||||||
(Cost $84,052,691)
|
99,415,590
|
See Notes to the Financial Statements
7
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Schedule of Investments – Continued
April 30, 2021
Shares
|
Value
|
|||||||
SHORT-TERM INVESTMENT – 14.2%
|
||||||||
First American Government Obligations Fund, Class X, 0.03% (a)^
|
||||||||
(Cost $17,226,002)
|
17,226,002
|
$
|
17,226,002
|
|||||
Total Investments – 95.8%
|
||||||||
(Cost $101,278,693)
|
116,641,592
|
|||||||
Other Assets and Liabilities, Net – 4.2%
|
5,162,193
|
|||||||
Total Net Assets – 100.0%
|
$
|
121,803,785
|
(a)
|
All or a portion of this security is designated as collateral for securities sold short. As of April 30, 2021, the value of the collateral was $116,641,592.
|
*
|
Non-income producing security.
|
^
|
The rate shown is the annualized seven day effective yield as of April 30, 2021.
|
ADR – American Depositary Receipt
See Notes to the Financial Statements
8
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Schedule of Securities Sold Short
April 30, 2021
Shares
|
Value
|
|||||||
COMMON STOCKS – 98.3%
|
||||||||
Communication Services – 1.8%
|
||||||||
Charter Communications, Inc. – Class A*
|
3,251
|
$
|
2,189,386
|
|||||
Consumer Discretionary – 23.4%
|
||||||||
AutoZone, Inc.*
|
617
|
903,362
|
||||||
Cintas Corp.
|
6,119
|
2,111,912
|
||||||
D.R. Horton, Inc.
|
51,959
|
5,107,050
|
||||||
Home Depot, Inc.
|
15,252
|
4,936,615
|
||||||
Lennar Corp. – Class A
|
45,628
|
4,727,061
|
||||||
Lowe’s Companies, Inc.
|
5,558
|
1,090,758
|
||||||
McDonald’s Corp.
|
9,104
|
2,149,272
|
||||||
O’Reilly Automotive, Inc.*
|
3,930
|
2,172,818
|
||||||
Restaurant Brands International, Inc.
|
14,517
|
996,011
|
||||||
Ross Stores, Inc.
|
16,255
|
2,128,430
|
||||||
Yum Brands, Inc.
|
18,034
|
2,155,424
|
||||||
28,478,713
|
||||||||
Consumer Staples – 5.0%
|
||||||||
Coca-Cola Co.
|
16,766
|
905,029
|
||||||
Costco Wholesale Corp.
|
5,678
|
2,112,727
|
||||||
Dollar General Corp.
|
9,884
|
2,122,589
|
||||||
Mondelez International, Inc. – Class A
|
15,236
|
926,501
|
||||||
6,066,846
|
||||||||
Energy – 1.6%
|
||||||||
Canadian Natural Resources Ltd.
|
63,706
|
1,935,388
|
||||||
Financials – 6.3%
|
||||||||
Bank of America Corp.
|
57,547
|
2,332,380
|
||||||
Fifth Third Bancorp
|
22,509
|
912,515
|
||||||
JPMorgan Chase & Co.
|
14,670
|
2,256,393
|
||||||
Marsh & McLennan Companies, Inc.
|
15,745
|
2,136,596
|
||||||
7,637,884
|
||||||||
Healthcare – 1.8%
|
||||||||
HCA Healthcare, Inc.
|
10,738
|
2,158,982
|
||||||
Industrials – 35.0%
|
||||||||
Carrier Global Corp.
|
22,116
|
963,815
|
||||||
Caterpillar, Inc.
|
20,149
|
4,596,188
|
||||||
CSX Corp.
|
46,390
|
4,673,793
|
||||||
Cummins, Inc.
|
17,539
|
4,420,530
|
||||||
Deere & Co.
|
12,537
|
4,649,346
|
||||||
Eaton Corporation PLC
|
14,482
|
2,069,912
|
See Notes to the Financial Statements
9
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Schedule of Securities Sold Short – Continued
April 30, 2021
Shares
|
Value
|
|||||||
Industrials – 35.0% – Continued
|
||||||||
Emerson Electric Co.
|
10,423
|
$
|
943,177
|
|||||
Illinois Tool Works, Inc.
|
21,093
|
4,861,093
|
||||||
Parker-Hannifin Corp.
|
6,536
|
2,051,062
|
||||||
Republic Services, Inc.
|
8,576
|
911,629
|
||||||
Stanley Black & Decker, Inc.
|
10,031
|
2,074,110
|
||||||
Trane Technologies
|
27,547
|
4,788,495
|
||||||
Union Pacific Corp.
|
21,411
|
4,755,169
|
||||||
Waste Management, Inc.
|
6,665
|
919,570
|
||||||
42,677,889
|
||||||||
Information Technology – 3.8%
|
||||||||
Automatic Data Processing, Inc.
|
13,304
|
2,487,715
|
||||||
Paychex, Inc.
|
21,582
|
2,104,029
|
||||||
4,591,744
|
||||||||
Materials – 13.6%
|
||||||||
Air Products and Chemicals, Inc.
|
7,282
|
2,100,711
|
||||||
Avery Dennison Corp.
|
10,316
|
2,209,378
|
||||||
Ball Corp.
|
22,624
|
2,118,511
|
||||||
PPG Industries, Inc.
|
29,627
|
5,073,328
|
||||||
Sherwin-Williams Co.
|
18,681
|
5,116,165
|
||||||
16,618,093
|
||||||||
Real Estate – 6.0%
|
||||||||
Prologis, Inc.
|
42,887
|
4,997,622
|
||||||
Weyerhaeuser Co.
|
61,267
|
2,375,322
|
||||||
7,372,944
|
||||||||
Total Securities Sold Short
|
||||||||
(Proceeds $104,208,145)
|
$
|
119,727,869
|
*
|
Non-income producing security.
|
ADR – American Depositary Receipt
See Notes to the Financial Statements
10
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Statement of Assets and Liabilities
April 30, 2021
ASSETS:
|
||||
Investments, at value
|
||||
(cost $101,278,693)
|
$
|
116,641,592
|
||
Cash(1)
|
5,174,129
|
|||
Deposits at broker(1)
|
120,627,447
|
|||
Receivable for investment securities sold
|
2,207,043
|
|||
Receivable for capital shares sold
|
325,721
|
|||
Dividends & interest receivable
|
113,589
|
|||
Prepaid expenses
|
20,851
|
|||
Total assets
|
245,110,372
|
|||
LIABILITIES:
|
||||
Securities sold short, at value (proceeds $104,208,145)
|
119,727,869
|
|||
Dividends payable
|
69,103
|
|||
Payable for investment securities purchased
|
3,354,653
|
|||
Payable for capital shares redeemed
|
1,309
|
|||
Payable to investment adviser
|
97,586
|
|||
Payable for fund services fees
|
17,071
|
|||
Payable for trustee fees
|
56
|
|||
Accrued distribution & shareholder service fees
|
7,385
|
|||
Accrued expenses
|
31,555
|
|||
Total liabilities
|
123,306,587
|
|||
NET ASSETS
|
$
|
121,803,785
|
||
NET ASSETS CONSIST OF:
|
||||
Paid-in capital
|
$
|
126,377,128
|
||
Total accumulated loss
|
(4,573,343
|
)
|
||
Net Assets
|
$
|
121,803,785
|
Investor
|
Institutional
|
|||||||
Class
|
Class
|
|||||||
Net Assets
|
$
|
3,806,707
|
$
|
117,997,078
|
||||
Shares issued and outstanding(2)
|
362,637
|
11,068,078
|
||||||
Net asset value, redemption price and offering price per share
|
$
|
10.50
|
$
|
10.66
|
(1)
|
Pledged as collateral for securities sold short.
|
(2)
|
Unlimited shares authorized with no par value.
|
See Notes to the Financial Statements
11
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Statement of Operations
For the Year Ended April 30, 2021
INVESTMENT INCOME:
|
||||
Dividend income
|
$
|
1,470,454
|
||
Less: Foreign taxes withheld
|
(20,577
|
)
|
||
Interest income
|
6,333
|
|||
Total investment income
|
1,456,210
|
|||
EXPENSES:
|
||||
Dividends on short positions
|
1,700,237
|
|||
Investment adviser fees (See Note 4)
|
996,924
|
|||
Broker interest expense on short positions
|
412,589
|
|||
Fund services fees (See Note 4)
|
59,041
|
|||
Federal & state registration fees
|
52,030
|
|||
Audit fees
|
17,998
|
|||
Trustee fees (See Note 4)
|
14,450
|
|||
Postage & printing fees
|
9,864
|
|||
Legal fees
|
7,850
|
|||
Other
|
3,135
|
|||
Insurance expense
|
1,797
|
|||
Distribution & shareholder service fees (See Note 5):
|
||||
Investor Class
|
18,758
|
|||
Institutional Class
|
107,756
|
|||
Total expenses before waiver
|
3,402,429
|
|||
Fee recoupment (see Note 4)
|
26,736
|
|||
Less: waiver from investment adviser (See Note 4)
|
(8,614
|
)
|
||
Net expenses
|
3,420,551
|
|||
NET INVESTMENT LOSS
|
(1,964,341
|
)
|
||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
|
||||
Net realized gain (loss) on transactions from:
|
||||
Investments
|
17,873,620
|
|||
Securities sold short
|
(12,947,085
|
)
|
||
Net change in unrealized appreciation/depreciation on:
|
||||
Investments
|
10,173,594
|
|||
Securities sold short
|
(16,414,651
|
)
|
||
Net realized and unrealized loss on investments
|
(1,314,522
|
)
|
||
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
$
|
(3,278,863
|
)
|
See Notes to the Financial Statements
12
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Statements of Changes in Net Assets
Year Ended
|
Year Ended
|
|||||||
April 30, 2021
|
April 30, 2020
|
|||||||
OPERATIONS:
|
||||||||
Net investment loss
|
$
|
(1,964,341
|
)
|
$
|
(83,033
|
)
|
||
Net realized gain (loss) on transactions from:
|
||||||||
Investments
|
17,873,620
|
(2,779,555
|
)
|
|||||
Securities sold short
|
(12,947,085
|
)
|
3,232,104
|
|||||
Net change in unrealized appreciation/depreciation on:
|
||||||||
Investments
|
10,173,594
|
2,130,809
|
||||||
Securities sold short
|
(16,414,651
|
)
|
3,605,052
|
|||||
Net increase (decrease) in net assets resulting from operations
|
(3,278,863
|
)
|
6,105,377
|
|||||
CAPITAL SHARE TRANSACTIONS:
|
||||||||
Investor Class:
|
||||||||
Proceeds from shares sold
|
2,735,752
|
6,237,866
|
||||||
Proceeds from reinvestment of distributions
|
174,927
|
48,913
|
||||||
Payments for shares redeemed
|
(6,177,869
|
)
|
(1,610,292
|
)
|
||||
Increase (decrease) in net assets resulting
|
||||||||
from Investor Class transactions
|
(3,267,190
|
)
|
4,676,487
|
|||||
Institutional Class:
|
||||||||
Proceeds from shares sold
|
82,141,980
|
32,775,676
|
||||||
Proceeds from reinvestment of distributions
|
3,540,704
|
563,463
|
||||||
Payments for shares redeemed
|
(16,265,866
|
)
|
(10,914,375
|
)
|
||||
Increase in net assets resulting from Institutional Class transactions
|
69,416,818
|
22,424,764
|
||||||
Net increase in net assets resulting from capital share transactions
|
66,149,628
|
27,101,251
|
||||||
DISTRIBUTIONS TO SHAREHOLDERS:
|
||||||||
Investor Class
|
(174,927
|
)
|
(48,913
|
)
|
||||
Institutional Class
|
(5,332,539
|
)
|
(793,059
|
)
|
||||
Total distributions to shareholders
|
(5,507,466
|
)
|
(841,972
|
)
|
||||
TOTAL INCREASE IN NET ASSETS
|
57,363,299
|
32,364,656
|
||||||
NET ASSETS:
|
||||||||
Beginning of year
|
64,440,486
|
32,075,830
|
||||||
End of year
|
$
|
121,803,785
|
$
|
64,440,486
|
See Notes to the Financial Statements
13
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Financial Highlights
For a Fund share outstanding throughout the year.
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||||||||
April 30,
|
April 30,
|
April 30,
|
April 30,
|
April 30,
|
||||||||||||||||
2021
|
2020
|
2019
|
2018
|
2017
|
||||||||||||||||
Investor Class
|
||||||||||||||||||||
PER SHARE DATA:
|
||||||||||||||||||||
Net asset value, beginning of year
|
$
|
11.68
|
$
|
10.68
|
$
|
10.90
|
$
|
11.26
|
$
|
11.01
|
||||||||||
INVESTMENT OPERATIONS:
|
||||||||||||||||||||
Net investment loss
|
(0.28
|
)
|
(0.02
|
)
|
(0.03
|
)(1)
|
(0.52
|
)
|
(0.34
|
)
|
||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain (loss) on investments
|
(0.36
|
)(2)
|
1.17
|
0.55
|
0.65
|
0.86
|
||||||||||||||
Total from investment operations
|
(0.64
|
)
|
1.15
|
0.52
|
0.13
|
0.52
|
||||||||||||||
LESS DISTRIBUTIONS:
|
||||||||||||||||||||
Distributions from net realized gains
|
(0.54
|
)
|
(0.15
|
)
|
(0.74
|
)
|
(0.49
|
)
|
(0.27
|
)
|
||||||||||
Total distributions
|
(0.54
|
)
|
(0.15
|
)
|
(0.74
|
)
|
(0.49
|
)
|
(0.27
|
)
|
||||||||||
Net asset value, end of year
|
$
|
10.50
|
$
|
11.68
|
$
|
10.68
|
$
|
10.90
|
$
|
11.26
|
||||||||||
TOTAL RETURN
|
(5.49
|
)%
|
10.91
|
%
|
4.96
|
%
|
1.29
|
%
|
4.69
|
%
|
||||||||||
SUPPLEMENTAL DATA AND RATIOS:
|
||||||||||||||||||||
Net assets, end of year (in millions)
|
$
|
3.8
|
$
|
7.5
|
$
|
2.6
|
$
|
0.4
|
$
|
1.3
|
||||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
3.60
|
%
|
3.71
|
%
|
4.16
|
%
|
3.07
|
%
|
3.48
|
%
|
||||||||||
After expense waiver/recoupment
|
3.58
|
%
|
3.59
|
%
|
3.60
|
%
|
2.84
|
%
|
3.04
|
%
|
||||||||||
Ratio of expenses excluding dividend
|
||||||||||||||||||||
expense and broker interest/expense
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
1.57
|
%
|
1.67
|
%
|
2.11
|
%
|
1.78
|
%
|
1.99
|
%
|
||||||||||
After expense waiver/recoupment
|
1.55
|
%
|
1.55
|
%
|
1.55
|
%
|
1.55
|
%
|
1.55
|
%
|
||||||||||
Ratio of net investment loss
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
(2.14
|
)%
|
(0.53
|
)%
|
(0.84
|
)%
|
(1.43
|
)%
|
(1.92
|
)%
|
||||||||||
After expense waiver/recoupment
|
(2.12
|
)%
|
(0.41
|
)%
|
(0.28
|
)%
|
(1.20
|
)%
|
(1.48
|
)%
|
||||||||||
Portfolio turnover rate
|
154
|
%
|
156
|
%
|
123
|
%
|
177
|
%
|
93
|
%
|
(1)
|
Per share amounts calculated using the average shares method.
|
(2)
|
Realized and unrealized gains (losses) per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate
gains on the Statement of Operations due to share transactions for the period.
|
See Notes to the Financial Statements
14
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Financial Highlights
For a Fund share outstanding throughout the year.
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||||||||||||
April 30,
|
April 30,
|
April 30,
|
April 30,
|
April 30,
|
||||||||||||||||
2021
|
2020
|
2019
|
2018
|
2017
|
||||||||||||||||
Institutional Class
|
||||||||||||||||||||
PER SHARE DATA:
|
||||||||||||||||||||
Net asset value, beginning of year
|
$
|
11.82
|
$
|
10.81
|
$
|
10.99
|
$
|
11.32
|
$
|
11.02
|
||||||||||
INVESTMENT OPERATIONS:
|
||||||||||||||||||||
Net investment loss
|
(0.17
|
)
|
(0.01
|
)
|
(0.00
|
)(1)(2)
|
(0.12
|
)
|
(0.06
|
)
|
||||||||||
Net realized and unrealized
|
||||||||||||||||||||
gain (loss) on investments
|
(0.45
|
)(3)
|
1.19
|
0.56
|
0.28
|
0.63
|
||||||||||||||
Total from investment operations
|
(0.62
|
)
|
1.18
|
0.56
|
0.16
|
0.57
|
||||||||||||||
LESS DISTRIBUTIONS:
|
||||||||||||||||||||
Distributions from net investment income
|
—
|
(0.02
|
)
|
—
|
—
|
—
|
||||||||||||||
Distributions from net realized gains
|
(0.54
|
)
|
(0.15
|
)
|
(0.74
|
)
|
(0.49
|
)
|
(0.27
|
)
|
||||||||||
Total distributions
|
(0.54
|
)
|
(0.17
|
)
|
(0.74
|
)
|
(0.49
|
)
|
(0.27
|
)
|
||||||||||
Net asset value, end of year
|
$
|
10.66
|
$
|
11.82
|
$
|
10.81
|
$
|
10.99
|
$
|
11.32
|
||||||||||
TOTAL RETURN
|
(5.33
|
)%
|
11.10
|
%
|
5.30
|
%
|
1.56
|
%
|
5.15
|
%
|
||||||||||
SUPPLEMENTAL DATA AND RATIOS:
|
||||||||||||||||||||
Net assets, end of year (in millions)
|
$
|
118.0
|
$
|
56.9
|
$
|
29.5
|
$
|
45.0
|
$
|
52.3
|
||||||||||
Ratio of expenses to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
3.40
|
%
|
3.39
|
%
|
3.69
|
%
|
2.73
|
%
|
3.20
|
%
|
||||||||||
After expense waiver/recoupment
|
3.42
|
%
|
3.33
|
%
|
3.33
|
%
|
2.56
|
%
|
2.75
|
%
|
||||||||||
Ratio of expenses excluding dividend
|
||||||||||||||||||||
expense and broker interest/expense
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
1.28
|
%
|
1.36
|
%
|
1.66
|
%
|
1.47
|
%
|
1.75
|
%
|
||||||||||
After expense waiver/recoupment
|
1.30
|
%
|
1.30
|
%
|
1.30
|
%
|
1.30
|
%
|
1.30
|
%
|
||||||||||
Ratio of net investment loss
|
||||||||||||||||||||
to average net assets:
|
||||||||||||||||||||
Before expense waiver/recoupment
|
(1.94
|
)%
|
(0.21
|
)%
|
(0.37
|
)%
|
(1.09
|
)%
|
(1.43
|
)%
|
||||||||||
After expense waiver/recoupment
|
(1.96
|
)%
|
(0.15
|
)%
|
(0.01
|
)%
|
(0.92
|
)%
|
(0.98
|
)%
|
||||||||||
Portfolio turnover rate
|
154
|
%
|
156
|
%
|
123
|
%
|
177
|
%
|
93
|
%
|
(1)
|
Per share amounts calculated using the average shares method.
|
(2)
|
Amount rounds to less than $(0.01).
|
(3)
|
Realized and unrealized gains (losses) per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate
gains on the Statement of Operations due to share transactions for the period.
|
See Notes to the Financial Statements
15
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Notes to the Financial Statements
April 30, 2021
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, as amended (the “1940 Act”), as an open-end
management investment company. The Nuance Concentrated Value Long-Short Fund (the “Fund”) is a non-diversified series with its own investment objectives and policies within the Trust. The investment objective of the Fund is long-term capital
appreciation. 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 commenced operations on December 31, 2015. The Fund currently offers two classes, the Investor Class and the Institutional Class. Investor Class shares are subject to a 0.25% of average daily net assets distribution
and servicing fee and each class of shares is subject to a shareholder servicing fee of up to 0.15% of average daily net assets. Each class of shares has identical rights and privileges with respect to voting on matters affecting a single share
class. The Fund may issue an unlimited number of shares of beneficial interest, with no par value.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting
principles in the United States of America (“GAAP”).
Security Valuation – All investments in securities are recorded at their estimated fair value, as described in Note 3.
Federal Income 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 distributes 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 year ended April 30, 2021, 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. 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 year ended April 30, 2021, the Fund did not incur any interest or penalties.
Security Transactions, Income and Distributions – The Fund follows industry practice and records security transactions on the trade date. Realized gains and losses on sales of
securities are calculated on the basis of identified cost. Dividend income and expense is recorded on the ex-dividend date and interest income is recorded on an accrual basis. 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. Discounts and premiums on securities purchased are amortized over the expected life of the respective securities using the constant yield method of
calculation.
The Fund will make distributions, if any, of net investment income quarterly. The Fund will also distribute net realized capital gains, if any, annually. Distributions to shareholders are recorded on the ex-dividend
date. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their treatment for federal income tax purposes. These differences
are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, GAAP requires that they be
reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset values per share of the Fund.
For the year ended April 30, 2021, there were no reclassifications.
16
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Notes to the Financial Statements – Continued
April 30, 2021
Short Sales – A short sale is the sale by the Fund of a security which they do not own in anticipation of purchasing the same security in the future at a lower price to close the
short position. A short sale will be successful if the price of the shorted security decreases. However, if the underlying security goes up in price during the period in which the short position is outstanding, the Fund will realize a loss. The
risk on a short sale is unlimited because the Fund must buy the shorted security at the higher price to complete the transaction. Therefore, short sales may be subject to greater risks than investments in long positions. With a long position, the
maximum sustainable loss is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security. The Fund would also incur increased transaction costs associated with selling
securities short. In addition, the Fund segregates liquid securities at least equal to the fair value of the securities sold short (not including the proceeds from the short sales). Cash deposits by the Fund are presented as deposits at broker on
the Statement of Assets and Liabilities and may exceed federally insured limits.
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 reporting period. Actual results could differ from those estimates.
Allocation of Income, Expenses and Gains/Losses – Income, expenses (other than those deemed attributable to a specific share class), and gains and losses of the Fund are
allocated daily to each class of shares based upon the ratio of net assets represented by each class as a percentage of the net assets of the Fund. Expenses deemed directly attributable to a class of shares are recorded by the specific class. Most
Fund expenses are allocated by class based on relative net assets. 12b-1 fees are expensed at 0.25% of average daily net assets of Investor Class shares. Shareholder service fees are expensed at up to 0.15% of average daily net assets for each class
of shares. 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.
3. SECURITIES VALUATION
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional
disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in 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.
|
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.
17
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Notes to the Financial Statements – Continued
April 30, 2021
Equity Securities – Securities 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.
Short-Term Investments – Investments in other mutual funds, including money market funds are valued at their net asset value per share and are categorized in Level 1 of the fair
value hierarchy. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.
Securities for which market quotations are not readily available, or if the closing price does not represent fair value, are valued following procedures approved by the Board of Trustees (the “Board”). These
procedures consider many factors, including the type of security, size of holding, trading volume and news events. There can be no assurance that the Fund could obtain the fair value assigned to a security if it were to sell the security at
approximately the time at which the Fund determines its net asset values per share. The Board has established a Valuation Committee to administer, implement, and oversee the fair valuation process, and to make fair value decisions when necessary.
The Board regularly reviews reports that describe any fair value determinations and methods.
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 securities as of
April 30, 2021:
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Common Stocks
|
$
|
99,415,590
|
$
|
—
|
$
|
—
|
$
|
99,415,590
|
||||||||
Short-Term Investment
|
17,226,002
|
—
|
—
|
17,226,002
|
||||||||||||
Total Investments in Securities
|
$
|
116,641,592
|
$
|
—
|
$
|
—
|
$
|
116,641,592
|
||||||||
Securities Sold Short
|
||||||||||||||||
Common Stocks
|
$
|
(119,727,869
|
)
|
$
|
—
|
$
|
—
|
$
|
(119,727,869
|
)
|
||||||
Total Securities Sold Short
|
$
|
(119,727,869
|
)
|
$
|
—
|
$
|
—
|
$
|
(119,727,869
|
)
|
Refer to the Schedule of Investments for further information on the classification of investments.
4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Trust has an agreement with Nuance Investments, LLC (the “Adviser”) to furnish investment advisory services to the Fund. Pursuant to an Investment Advisory Agreement between the Trust and the Adviser, the Adviser
is entitled to receive, on a monthly basis, an annual advisory fee equal to 1.00% 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 reimburse the Fund for its expenses to ensure that total annual operating expenses (excluding acquired fund fees and
expenses, dividends and interest on short positions, interest, taxes, brokerage commissions and extraordinary expenses) for the Fund do not exceed 1.55% and 1.30% of average daily net assets of the Fund’s Investor Class and Institutional Class,
respectively. 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 intended to be continual in nature and cannot be terminated within a year after the effective date of the Fund’s
prospectus. After that date, the agreement
18
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Notes to the Financial Statements – Continued
April 30, 2021
may be terminated at any time upon 60 days’ written notice by the Trust’s Board or the Adviser, with the consent of the Board. For the year ended April 30, 2021, the Adviser recouped expenses of $26,736 relating to
fees waived in prior years. Waived fees and reimbursed expenses subject to potential recovery by year of expiration are as follows:
Expiration
|
Amount
|
|||
May 2021 – April 2022
|
$
|
124,669
|
||
May 2022 – April 2023
|
$
|
33,832
|
||
May 2023 – April 2024
|
$
|
8,614
|
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, (“Fund Services” or the “Administrator”), 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 Fund’s 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 and accounting, transfer agency, custody and compliance services for the year ended April 30, 2021, are disclosed in the Statement of Operations.
5. DISTRIBUTION & SHAREHOLDER SERVICING FEES
The Fund has adopted a Distribution Plan pursuant to Rule 12b-1 (the “Plan”) in the Investor Class only. The Plan permits the Fund to pay for distribution and related expenses at an annual rate of 0.25% of the
Investor Class average daily net assets. The expenses covered by the Plan may include the cost of preparing and distributing prospectuses and other sales material, advertising and public relations expenses, payments to financial intermediaries and
compensation of personnel involved in selling shares of the Fund. Payments made pursuant to the Plan will represent compensation for distribution and service activities, not reimbursements for specific expenses incurred. For the year ended April
30, 2021, the Investor Class incurred expenses of $11,724 pursuant to the Plan.
The Fund has entered into a shareholder servicing agreement (the “Agreement”) where the Adviser acts as the shareholder agent, under which the Fund may pay servicing fees at an annual rate of up to 0.15% of the average
daily net assets of each class. Payments, if any, to the Adviser under the Agreement may reimburse the Adviser for payments it makes to selected brokers, dealers and administrators which have entered into service agreements with the Adviser for
services provided to shareholders of the Fund. Payments may also be made directly to the intermediaries providing shareholder services. The services provided by such intermediaries are primarily designed to assist shareholders of the Fund and include
the furnishing of office space and equipment, telephone facilities, personnel and assistance to the Fund in servicing such shareholders. Services provided by such intermediaries also include the provision of support services to the Fund and includes
establishing and maintaining shareholders’ accounts and record processing, purchase and redemption transactions, answering routine client inquiries regarding the Fund, and providing such other personal services to shareholders as the Fund may
reasonably request. For the year ended April 30, 2021, the Investor and Institutional Class incurred $7,034 and $107,756, respectively, of shareholder servicing fees under the Agreement.
19
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Notes to the Financial Statements – Continued
April 30, 2021
6. CAPITAL SHARE TRANSACTIONS
Transactions in shares of the Fund were as follows:
Year Ended
|
Year Ended
|
|||||||
April 30, 2021
|
April 30, 2020
|
|||||||
Investor Class:
|
||||||||
Shares sold
|
243,132
|
554,852
|
||||||
Shares issued to holders in reinvestment of distributions
|
16,227
|
4,542
|
||||||
Shares redeemed
|
(541,180
|
)
|
(152,586
|
)
|
||||
Net increase (decrease) in Investor Class shares
|
(281,821
|
)
|
406,808
|
|||||
Institutional Class:
|
||||||||
Shares sold
|
7,388,067
|
3,045,104
|
||||||
Shares issued to holders in reinvestment of distributions
|
323,647
|
51,741
|
||||||
Shares redeemed
|
(1,459,687
|
)
|
(1,014,221
|
)
|
||||
Net increase in Institutional Class shares
|
6,252,027
|
2,082,624
|
||||||
Net increase in shares outstanding
|
5,970,206
|
2,489,432
|
7. INVESTMENT TRANSACTIONS
The aggregate purchases and sales, excluding short-term investments and securities sold short, by the Fund for the year ended April 30, 2021, were as follows:
Purchases
|
Sales
|
|||||||
U.S. Government
|
$
|
—
|
$
|
—
|
||||
Other
|
$
|
151,016,906
|
$
|
131,238,158
|
8. FEDERAL TAX INFORMATION
The aggregate gross unrealized appreciation and depreciation of securities and securities sold short held by the Fund and the total cost of securities for federal income tax purposes at April 30, 2021, the Fund’s most
recent fiscal year end, were as follows:
Federal
|
||||
Income
|
||||
Tax Cost,
|
||||
Net of Proceeds
|
||||
Aggregate Gross
|
Aggregate Gross
|
for Securities
|
||
Appreciation
|
Depreciation
|
Net
|
Sold Short
|
|
$15,999,549
|
$(24,393,891)
|
$(8,394,342)
|
$5,038,064
|
The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the deferral of wash sale losses. At April 30, 2021, components of accumulated loss on a tax-basis were as follows:
Undistributed
|
Other
|
Total
|
||
Undistributed
|
Long-Term
|
Accumulated
|
Unrealized
|
Accumulated
|
Ordinary Income
|
Capital Gains
|
Losses
|
Depreciation
|
Loss
|
$—
|
$5,001,071
|
$(1,180,072)
|
$(8,394,342)
|
$(4,573,343)
|
20
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Notes to the Financial Statements – Continued
April 30, 2021
As of April 30, 2021, the Fund did not have any capital loss carryovers. A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day
of the next taxable year. Qualified late year losses are certain capital, and ordinary losses which occur during the portion of the Fund’s taxable year subsequent to October 31. For the taxable year ended April 30, 2021, the Fund deferred, on a tax
basis, ordinary late year losses of $777,048 and post October capital losses of $403,024.
The tax character of distributions paid during the year ended April 30, 2021, were as follows:
Ordinary
|
Long-Term
|
||
Income*
|
Capital Gains
|
Total
|
|
$2,746,078
|
$2,761,388
|
$5,507,466
|
The tax character of distributions paid during the year ended April 30, 2020, were as follows:
Ordinary
|
Long-Term
|
||
Income*
|
Capital Gains
|
Total
|
|
$102,122
|
$739,850
|
$841,972
|
*
|
For federal income tax purposes, distributions of short-term capital gains are treated as ordinary income distributions.
|
The Fund designated as long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Fund related to net capital gain to zero for
the tax year ended April 30, 2021 and April 30, 2020.
9. GENERAL RISK
The recent global outbreak of COVID-19 has disrupted economic markets and the prolonged economic impact is uncertain. The operational and financial performance of the issuers of securities in which the Fund invests
depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn impact the value of the Fund’s investments.
10. CONTROL OWNERSHIP
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940.
As of April 30, 2021, National Financial Services, LLC, for the benefit of its customers, owned 71.57% of the Fund.
21
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Report of Independent Registered Public Accounting Firm
To the Shareholders of Nuance Concentrated Value Long-Short Fund and
Board of Trustees of Managed Portfolio Series
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedules of investments and securities sold short, of Nuance Concentrated Value Long-Short Fund (the “Fund”), a series of Managed
Portfolio Series, as of April 30, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each
of the five years in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2021, the
results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2021, by correspondence with the custodian and brokers. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.
We have served as the auditor of one or more of Nuance Investments, LLC’s investment companies since 2011.
COHEN & COMPANY, LTD.
Cleveland, Ohio
June 28, 2021
22
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Additional Information (Unaudited)
April 30, 2021
TRUSTEES AND OFFICERS
Term of
|
|||||
Office
|
Number of
|
Other
|
|||
Name,
|
and
|
Portfolios
|
Principal
|
Directorships
|
|
Address
|
Position(s)
|
Length
|
in Trust
|
Occupation(s)
|
Held by Trustee
|
and Year
|
Held with
|
of Time
|
Overseen
|
During the Past
|
During the Past
|
of Birth
|
the Trust
|
Served
|
by Trustee
|
Five Years
|
Five Years
|
Independent Trustees
|
|||||
Leonard M. Rush, CPA
|
Chairman,
|
Indefinite
|
33
|
Retired, Chief Financial
|
Independent Trustee,
|
615 E. Michigan St.
|
Trustee and
|
Term; Since
|
Officer, Robert W. Baird
|
ETF Series Solutions
|
|
Milwaukee, WI 53202
|
Audit
|
April 2011
|
& Co. Incorporated
|
(47 Portfolios)
|
|
Year of Birth: 1946
|
Committee
|
(2000-2011).
|
(2012-Present).
|
||
Chairman
|
|||||
David A. Massart
|
Trustee
|
Indefinite
|
33
|
Co-Founder and Chief
|
Independent Trustee,
|
615 E. Michigan St.
|
Term; Since
|
Investment Strategist,
|
ETF Series Solutions
|
||
Milwaukee, WI 53202
|
April 2011
|
Next Generation Wealth
|
(47 Portfolios)
|
||
Year of Birth: 1967
|
Management, Inc.
|
(2012-Present).
|
|||
(2005-Present).
|
|||||
Robert J. Kern*
|
Trustee
|
Indefinite
|
33
|
Retired (July 2018-Present);
|
None
|
615 E. Michigan St.
|
Term; Since
|
Executive Vice President,
|
|||
Milwaukee, WI 53202
|
January 2011
|
U.S. Bancorp Fund Services,
|
|||
Year of Birth: 1958
|
LLC (1994-2018).
|
*
|
Mr. Kern became an independent Trustee on July 6, 2020. Previously he was an Interested Trustee.
|
23
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Additional Information (Unaudited) – Continued
April 30, 2021
Term of
|
|||||
Office
|
Number of
|
Other
|
|||
Name,
|
and
|
Portfolios
|
Principal
|
Directorships
|
|
Address
|
Position(s)
|
Length
|
in Trust
|
Occupation(s)
|
Held by Trustee
|
and Year
|
Held with
|
of Time
|
Overseen
|
During the Past
|
During the Past
|
of Birth
|
the Trust
|
Served
|
by Trustee
|
Five Years
|
Five Years
|
Independent Trustees
|
|||||
David M. Swanson
|
Trustee
|
Indefinite
|
33
|
Founder and Managing
|
Independent Trustee,
|
615 E. Michigan St.
|
and
|
Term; Since
|
Principal, SwanDog
|
ALPS Variable
|
|
Milwaukee, WI 53202
|
Nominating
|
April 2011
|
Strategic Marketing,
|
Investment Trust
|
|
Year of Birth: 1957
|
& Governance
|
LLC (2006-Present),
|
(7 Portfolios) (2006-
|
||
Committee
|
Executive Vice President,
|
Present); Independent
|
|||
Chairman
|
Calamos Investments
|
Trustee, RiverNorth
|
|||
(2004-2006).
|
Funds (3 Portfolios)
|
||||
(2018-Present);
|
|||||
RiverNorth Managed
|
|||||
Duration Municipal
|
|||||
Income Fund Inc.
|
|||||
(1 Portfolio) (2019-
|
|||||
Present); RiverNorth
|
|||||
Marketplace Lending
|
|||||
Corporation
|
|||||
(1 Portfolio) (2018-
|
|||||
Present); RiverNorth/
|
|||||
DoubleLine Strategic
|
|||||
Opportunity Fund, Inc.
|
|||||
(1 Portfolio) (2018-
|
|||||
Present); RiverNorth
|
|||||
Opportunities Fund,
|
|||||
Inc. (1 Portfolio) (2018-
|
|||||
Present); RiverNorth
|
|||||
Opportunistic
|
|||||
Municipal Income
|
|||||
Fund, Inc. (1 Portfolio)
|
|||||
(2018-Present).
|
24
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Additional Information (Unaudited) – Continued
April 30, 2021
Term of
|
|||||
Office
|
Number of
|
Other
|
|||
Name,
|
and
|
Portfolios
|
Principal
|
Directorships
|
|
Address
|
Position(s)
|
Length
|
in Trust
|
Occupation(s)
|
Held by Trustee
|
and Year
|
Held with
|
of Time
|
Overseen
|
During the Past
|
During the Past
|
of Birth
|
the Trust
|
Served
|
by Trustee
|
Five Years
|
Five Years
|
Officers
|
|||||
Brian R. Wiedmeyer
|
President and
|
Indefinite
|
N/A
|
Vice President, U.S.
|
N/A
|
615 E. Michigan St.
|
Principal
|
Term; Since
|
Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
Executive
|
November
|
LLC (2005-Present).
|
||
Year of Birth: 1973
|
Officer
|
2018
|
|||
Deborah Ward
|
Vice President,
|
Indefinite
|
N/A
|
Senior Vice President,
|
N/A
|
615 E. Michigan St.
|
Chief
|
Term; Since
|
U.S. Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
Compliance
|
April 2013
|
LLC (2004-Present).
|
||
Year of Birth: 1966
|
Officer and
|
||||
Anti-Money
|
|||||
Laundering
|
|||||
Officer
|
|||||
Benjamin Eirich
|
Treasurer,
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Principal
|
Term; Since
|
U.S. Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
Financial
|
August 2019
|
LLC (2008-Present).
|
||
Year of Birth: 1981
|
Officer and
|
(Treasurer);
|
|||
Vice President
|
Since
|
||||
November
|
|||||
2018 (Vice
|
|||||
President)
|
|||||
Joseph Destache
|
Secretary
|
Indefinite
|
N/A
|
U.S. Bancorp Fund
|
N/A
|
615 E. Michigan St.
|
Term; Since
|
Services, LLC
|
|||
Milwaukee, WI 53202
|
March 2021
|
(2018-Present).
|
|||
Year of Birth: 1991
|
|||||
Douglas Schafer
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
U.S. Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
and Vice
|
May 2016
|
LLC (2002-Present).
|
||
Year of Birth: 1970
|
President
|
(Assistant
|
|||
Treasurer);
|
|||||
Since
|
|||||
November
|
|||||
2018 (Vice
|
|||||
President)
|
|||||
Michael J. Cyr II
|
Assistant
|
Indefinite
|
N/A
|
Assistant Vice President,
|
N/A
|
615 E. Michigan St.
|
Treasurer
|
Term; Since
|
U.S. Bancorp Fund Services,
|
||
Milwaukee, WI 53202
|
and Vice
|
August 2019
|
LLC (2013-Present).
|
||
Year of Birth: 1992
|
President
|
||||
25
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Additional Information (Unaudited) – Continued
April 30, 2021
AVAILABILITY OF FUND PORTFOLIO INFORMATION
The Fund files complete schedules of portfolio holdings with the U.S. Securities and Exchange Commission (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. Information on the operation of the Public Reference Room may be obtained by calling 1-800-732-0330.
The Fund’s Part F of Form N-PORT may also be obtained by calling 1-855-682-6233.
AVAILABILITY OF PROXY VOTING INFORMATION
A description of the Fund’s Proxy Voting Policies and Procedures is available without charge, upon request, by calling 1-855-682-6233. Information regarding how the Fund voted proxies relating to portfolio securities
during the most recent 12 month period ended June 30, is available (1) without charge, upon request, by calling 1-888-621-9258, or (2) on the SEC’s website at www.sec.gov.
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION
For the fiscal year ended April 30, 2021, certain dividends paid by the Fund may be reported as qualified dividend income and may be eligible for taxation at capital gains rates. The percentage of dividends declared
from ordinary income designated as qualified dividend income was 29.62% for the Fund.
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended April 30, 2021 was 19.09% for the Fund.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871 (k)(2)(c) was 100%.
26
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Approval of Investment Advisory Agreement (Unaudited)
At the regular meeting of the Board of Trustees of Managed Portfolio Series (“Trust”) on February 23-24, 2021, the Trust’s Board of Trustees (“Board”), each of whom were present virtually via video conference,
including all of the Trustees who are not “interested persons” of the Trust, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, (“Independent Trustees”) considered and approved the continuation of the
Investment Advisory Agreement between the Trust and Nuance Investments, LLC (“Nuance” or the “Adviser”) regarding the Nuance Concentrated Value Long-Short Fund (the “Fund”) (the “Investment Advisory Agreement”) for another annual term.
Prior to the meeting and at a meeting held on January 6, 2021, the Trustees received and considered information from Nuance and the Trust’s administrator designed to provide the Trustees with the information necessary
to evaluate the continuance of the Investment Advisory Agreement (“Support Materials”). Before voting to approve the continuance of the Investment Advisory Agreement, the Trustees reviewed the Support Materials with Trust management and with counsel
to the Independent Trustees, and received a memorandum from such counsel discussing the legal standards for the Trustees’ consideration of the renewal of the Investment Advisory Agreement. This information, together with the information provided to
the Board throughout the course of the year, formed the primary (but not exclusive) basis for the Board’s determinations.
In determining whether to continue the Investment Advisory Agreement, the Trustees considered all factors they believed relevant including the following with respect to the Fund: (1) the nature, extent, and quality of
the services provided by Nuance with respect to the Fund; (2) the Fund’s historical performance as managed by Nuance; (3) the costs of the services provided by Nuance and the profits realized by Nuance from services rendered to the Fund; (4)
comparative fee and expense data for the Fund and other investment companies with similar investment objectives; (5) the extent to which economies of scale may be realized as the Fund grows, and whether the advisory fee for the Fund reflects such
economies of scale for the Fund’s benefit; and (6) other benefits to Nuance resulting from its relationship with the Fund. In their deliberations, the Trustees weighed to varying degrees the importance of the information provided to them, did not
identify any particular information that was all-important or controlling.
Based upon the information provided to the Board, including at a presentation by representatives from Nuance, and the Support Materials, the Board concluded that the overall arrangements between the Trust and Nuance as
set forth in the Investment Advisory Agreement, as the agreement relates to the Fund, continue to be fair and reasonable in light of the services that Nuance performs, the investment advisory fees that the Fund pays Nuance for such services, and such
other matters as the Trustees considered relevant in the exercise of their reasonable business judgment. The material factors and conclusions that formed the basis of the Trustees’ determination to approve the continuation of the Investment Advisory
Agreement, as it relates to the Fund, are summarized below.
Nature, Extent and Quality of Services Provided. The Trustees considered the scope of services that Nuance provides under the Investment Advisory Agreement with respect to the
Fund, noting that such services include, but are not limited to, the following: (1) investing the Fund’s assets consistent with the Fund’s investment objective and investment policies; (2) determining the portfolio securities to be purchased, sold,
or otherwise disposed of, and the timing of such transactions; (3) voting all proxies, if any, with respect to the Fund’s portfolio securities; (4) maintaining the required books and records for transactions that Nuance effected on behalf of the
Fund; (5) selecting broker-dealers to execute orders on behalf of the Fund; and (6) monitoring and maintaining the Fund’s compliance with policies and procedures of the Trust and with applicable securities laws. The Trustees reviewed Nuance’s
financial statements, assets under management and capitalization. In that regard, the Trustees concluded that Nuance had sufficient resources to support the management of the Fund. The Trustees considered
27
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Approval of Investment Advisory Agreement (Unaudited) – Continued
the investment philosophy of the Fund’s portfolio managers, one of whom has managed the since its inception date, and their investment analysis and portfolio management experience, noting one portfolio manager’s
significant experience managing assets utilizing investment objectives similar to those of the Fund. The Trustees concluded that they were satisfied with the nature, extent and quality of services that Nuance provides to the Fund under the
Investment Advisory Agreement.
Fund Historical Performance and the Overall Performance of Nuance. In assessing the quality of the portfolio management delivered by Nuance, the Trustees reviewed the short-term
and longer-term performance of the Fund on both an absolute basis and in comparison to an appropriate securities benchmark index, and the Fund’s respective peer funds according to Morningstar classifications. When reviewing the Fund’s performance
against its respective Morningstar peer group, the Trustees took into account that the investment objective and strategies of the Fund, as well as the Fund’s level of risk tolerance, may differ significantly from funds in its peer group. The Trustees
considered that the Fund had outperformed its peer group median and average over the year-to-date, one-year and three-year periods ended October 31, 2020, but underperformed its benchmark index across the same periods. The Trustees also considered
that the Fund had achieved positive absolute total returns since inception across all reviewed periods.
Comparative Fee and Expense Data. The Board reviewed and considered the advisory fee payable by the Fund to Nuance under the Investment Advisory Agreement. The Board compared
the Fund’s contractual advisory fee and total expense ratio to industry data with respect to other mutual funds in the same Morningstar peer group. The Board noted the Fund’s contractual management fee is below the peer group median and average. The
Trustees also considered that the total expenses (after waivers) of the Fund’s Institutional Class are below the peer group median and average and that the total expenses (after waivers) of the Fund’s Investor Class are above the peer group median
and below the average, but within the range of other funds in the peer group.
While recognizing that it is difficult to compare advisory fees because the scope of advisory services provided may vary from one investment adviser to another, the Trustees concluded that Nuance’s advisory fee with
respect to the Fund continues to be reasonable.
Cost of Advisory Services and Profitability. The Trustees considered the annual advisory fee that the Fund pays to Nuance under the Investment Advisory Agreement, as well as
Nuance’s profitability from services that Nuance rendered to the Fund under the Investment Advisory Agreement during the 12-month period ended September 30, 2020. The Trustees also considered the effect of an expense limitation agreement on Nuance’s
compensation and that Nuance has contractually agreed to reduce its advisory fees and, if necessary, reimburse the Fund for operating expenses, as specified in the Fund’s prospectus. In that regard, the Trustees noted that the Fund had waived a
portion of its advisory fee during the one-year period ended September 30, 2020. The Trustees also took into account, however, that Nuance has additional responsibilities with respect to the Fund, including additional compliance obligations and the
preparation of Board and shareholder materials, which justify a higher fee. The Trustees concluded that Nuance’s service relationship with the Fund has yielded a reasonable profit.
Economies of Scale. The Trustees then considered whether the Fund may benefit from any economies of scale, noting that the investment advisory fees for the Fund in the
Investment Advisory Agreement do not contain breakpoints. The Trustees additionally took into account that Nuance had expressed reservations about adopting breakpoints for the Fund because of concerns about potential capacity constraints associated
with each strategy. The Trustees agreed to discuss the implementation of breakpoints with Nuance in one year based on the level of assets in the Fund at that time.
28
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Approval of Investment Advisory Agreement (Unaudited) – Continued
Other Benefits. The Trustees considered the direct and indirect benefits that could be realized by Nuance from its relationship with the Fund. The Trustees considered that
Nuance does not utilize soft dollar arrangements with respect to portfolio transactions, and that Nuance does not use affiliated brokers to execute the Fund’s portfolio transactions. While the Trustees noted that the Fund utilizes Rule 12b-1 fees to
pay for shareholder and distribution services related to Investor Class shareholders of the Fund, the Trustees observed that distribution expenses that Nuance incurred significantly exceed any Rule 12b-1 payments from the Fund. The Trustees
considered that Nuance may receive some form of reputational benefit from services rendered to the Fund, but that such benefits are immaterial and cannot otherwise be quantified. The Trustees concluded that Nuance does not receive additional material
benefits from its relationship with the Fund.
29
(This Page Intentionally Left Blank.)
NUANCE CONCENTRATED VALUE LONG-SHORT FUND
Privacy Notice (Unaudited)
The Fund collects only relevant information about you that the law allows or requires it to have in order to conduct its business and properly service you. The Fund collects financial and personal information about
you (“Personal Information”) directly (e.g., information on account applications and other forms, such as your name, address, and social security number, and information provided to access account information or conduct account transactions online,
such as password, account number, e-mail address, and alternate telephone number), and indirectly (e.g., information about your transactions with us, such as transaction amounts, account balance and account holdings).
The Fund does not disclose any non-public personal information about its shareholders or former shareholders other than for everyday business purposes such as to process a transaction, service an
account, respond to court orders and legal investigations or as otherwise permitted by law. Third parties that may receive this information include companies that provide transfer agency, technology and administrative services to the Fund, as well
as the Fund’s investment adviser who is an affiliate of the Fund. If you maintain a retirement/educational custodial account directly with the Fund, we may also disclose your Personal Information to the custodian for that account for shareholder
servicing purposes. The Fund limits access to your Personal Information provided to unaffiliated third parties to information necessary to carry out their assigned responsibilities to the Fund. All shareholder records will be disposed of in
accordance with applicable law. The Fund maintains physical, electronic and procedural safeguards to protect your Personal Information and requires its third party service providers with access to such information to treat your Personal Information
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, credit union, bank or trust company, the privacy policy of your
financial intermediary governs how your non-public personal information is shared with unaffiliated third parties.
INVESTMENT ADVISER
Nuance Investments, LLC
4900 Main Street, Suite 220
Kansas City, MO 64112
DISTRIBUTOR
Quasar Distributors, LLC
111 East Kilbourn Avenue, Suite 2200
Milwaukee, WI 53202
CUSTODIAN
U.S. Bank, N.A.
1555 North Rivercenter Drive
Milwaukee, WI 53212
ADMINISTRATOR, FUND ACCOUNTANT
AND TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Cohen & Company, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, OH 44115
LEGAL COUNSEL
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103
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 1-855-682-6233.
(b) Not Applicable.
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by
this report.
The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
A copy of the registrant’s code of ethics that applies to the registrant’s principal executive officer and principal financial officer is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant’s board of Trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Leonard M. Rush is the “audit committee financial expert” and is considered to be “independent” as
each term is defined in Item 3 of Form N‑CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual
financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the
principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning; including reviewing the Funds’
tax returns and distribution calculations. There were no “other services” provided by the principal accountant. For the fiscal years ended April 30, 2021 and April 30, 2020, the Funds’ principal accountant was Cohen & Company, Ltd. The
following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
FYE 4/30/2021
|
FYE 4/30/2020
|
|
Audit Fees
|
$45,000
|
$43,500
|
Audit-Related Fees
|
$0
|
$0
|
Tax Fees
|
$10,500
|
$9,000
|
All Other Fees
|
$0
|
$0
|
The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the registrant, including services provided to any entity affiliated with the registrant.
The percentage of fees billed by Cohen & Company, Ltd. for the fiscal years ended April 30, 2021 and April 30, 2020, applicable to non-audit services pursuant to waiver of
pre-approval requirement were as follows:
FYE 4/30/2021
|
FYE 4/30/2020
|
|
Audit-Related Fees
|
0%
|
0%
|
Tax Fees
|
0%
|
0%
|
All Other Fees
|
0%
|
0%
|
All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.
The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other
controlling entity, etc.—not sub-adviser) for the last two years.
Non-Audit Related Fees
|
FYE 4/30/2021
|
FYE 4/30/2020
|
Registrant
|
$0
|
$0
|
Registrant’s Investment Adviser
|
$0
|
$0
|
The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence
and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).
Item 6. Investments.
(a)
|
Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
|
(b)
|
Not applicable.
|
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. 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 11. Controls and Procedures.
(a)
|
The Registrant’s [President/Chief Executive Officer] and [Treasurer/Chief 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 has materially affected, or is reasonably
likely to materially affect, the Registrant's internal control over financial reporting.
|
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Exhibits.
(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or
more persons. Not applicable to open-end investment companies.
(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.
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, President
Date July 6, 2021
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, President
Date July 6, 2021
By (Signature and Title)* /s/Benjamin J. Eirich
Benjamin J. Eirich, Treasurer
Date July 6, 2021
* Print the name and title of each signing officer under his or her signature.
MANAGED PORTFOLIO SERIES
Code of Ethics for Principal Officers
April 6, 2011
This Code of Ethics is designed to comply with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated by the Securities and Exchange
Commission (the “SEC”) thereunder. This Code of Ethics is in addition to, not in replacement of, the Managed Portfolio Series (the “Trust”) Code of Ethics for access persons (the “Investment Company Code of Ethics”), adopted pursuant to Rule 17j-1
under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The persons covered by this Code of Ethics may also be subject to the Investment Company Code of Ethics.
The Trust requires its Principal Executive Officer, Principal Financial Officer, or other Trust officers performing similar functions (the “Principal
Officers”), to maintain the highest ethical and legal standards while performing their duties and responsibilities to the Trust and each of its series (each a “Fund,” collectively the “Funds”), with particular emphasis on those duties that relate to
the preparation and reporting of the financial information of the Funds. The principles and responsibilities set forth below shall govern the professional conduct of the Principal Officers.
1. |
HONEST AND ETHICAL CONDUCT
|
The Principal Officers shall act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and
professional relationships, and shall report any material transaction or relationship that reasonably could be expected to give rise to a conflict between their interests and those of a Fund to the Audit Committee, the full Board of Trustees of the
Trust (the “Board”), and, in addition, to any other appropriate person or entity that may reasonably be expected address any conflict of interest in timely and expeditious manner.
No Principal Officer shall:
•
|
use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by a Fund whereby
the Principal Officer would benefit personally to the detriment of the Fund;
|
•
|
cause a Fund to take action, or fail to take action, for the individual personal benefit of the Principal Officer rather than the benefit of the
Fund; or
|
•
|
retaliate against any other Principal Officer or any employee of the Trust or its service providers for reports of potential violations by the
Trust, its service providers or the Principal Officer that are made in good faith.
|
The Principal Officers shall act in good faith, responsibly, with due care, competence and diligence, without knowingly
misrepresenting material facts about the Trust to others, whether within or outside the Trust, including the Trust’s Board and auditors, and governmental regulators and self-regulatory organizations or allowing their independent judgment to be
subordinated or compromised.
2. |
FINANCIAL RECORDS AND REPORTING
|
The Principal Officers should familiarize themselves with the public disclosure requirements applicable to the Trust.
The Principal Officers shall, to the extent appropriate within their areas of responsibility, promote full, fair, accurate, timely
and understandable disclosure in the reports and/or other documents to be filed with or
Managed Portfolio Series
Code of Ethics for Principal Officers
1
submitted to the SEC or other applicable body by a Fund, or that is otherwise publicly disclosed or communicated.
The Principal Officers shall respect the confidentiality of information acquired in the course of their work and shall not disclose
such information except when authorized or legally obligated to disclose. The Principal Officers will not use confidential information acquired in the course of their duties as Principal Officers for the benefit of any party other than the Trust and
the Funds.
The Principal Officers shall share knowledge and maintain skills important and relevant to the Trust’s needs; shall proactively
promote the ethical behavior of the Trust’s employees.
3. |
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
|
The Principal Officers shall promote compliance with applicable rules and regulations of federal, state, and local governments, and
other appropriate private and public regulatory agencies and shall work with the Trust’s Chief Compliance Officer and the Board to promptly address detected deviations from applicable federal, state or local laws, regulations or rules.
4. |
COMPLIANCE WITH THIS CODE OF ETHICS
|
The Principal Officers shall promptly report any violations of this Code of Ethics to the Audit Committee as well as the full Board
of Trustees of the Trust and shall be held accountable for strict adherence to this Code of Ethics. A proven failure to uphold the standards stated herein shall be grounds for such sanctions as shall be reasonably imposed by the Board of Trustees of
the Trust.
5. |
AMENDMENT AND WAIVER
|
This Code of Ethics may only be amended or modified by approval of the Board of Trustees. Any substantive amendment that is not
technical or administrative in nature or any material waiver, implicit or otherwise, of any provision of this Code of Ethics, shall be communicated publicly in accordance with Item 2 of Form N-CSR under the Investment Company Act.
6. |
ACKNOWLEDGEMENT
|
The Principal Officers shall, in the form attached hereto as Appendix 1, acknowledge that they have received, read and understand this Code of Ethics upon adoption of this Code of Ethics or when initially hired or appointed, whichever occurs later. The Principal Officers shall
annually, in the form attached hereto as Appendix 2, acknowledge receipt of and compliance with this Code of Ethics.
Managed Portfolio Series
Code of Ethics for Principal Officers
2
APPENDIX 1
ACKNOWLEDGMENT OF RECEIPT OF THE
CODE OF ETHICS FOR PRINCIPAL OFFICERS
I acknowledge that I have received, read and understand the Code of Ethics for Principal Officers and represent:
1. |
In accordance with the Code of Ethics for Principal Officers, I will report all violations of the Code of Ethics for Principal Officers to the Audit Committee as well
as the full Board of Trustees of the Trust;
|
2. |
I do not currently know of any violations of the Code of Ethics for Principal Officers; and
|
3. |
I will comply with the Code of Ethics for Principal Officers in all other respects.
|
By: _________________________________________________
Name:_______________________________________________
Title:________________________________________________
Trust or Fund Organization:______________________________
Date:________________________________________________
Managed Portfolio Series
Code of Ethics for Principal Officers
Appendix 1, Page 1
APPENDIX 2
ANNUAL CERTIFICATION OF COMPLIANCE WITH
THE CODE OF ETHICS FOR PRINCIPAL OFFICERS
I certify that during the past year:
1. I have reported all violations of the Code of Ethics for Principal Officers of which I was aware;
2. I have complied with the Code of Ethics for Principal Officers in all other respects; and
3. |
I have read and understand the Code of Ethics for Principal Officers and recognize that I am subject thereto.
|
By: _________________________________________________
Name:_______________________________________________
Title:________________________________________________
Trust or Fund Organization:______________________________
Date:________________________________________________
CERTIFICATIONS
I, Mr. Brian R. Wiedmeyer, certify that:
1.
|
I have reviewed this report on Form N-CSR of Managed Portfolio Series;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if
the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and
report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: July 6, 2021
|
/s/Brian R. Wiedmeyer
Brian R. Wiedmeyer
President
|
CERTIFICATIONS
I, Benjamin J. Eirich, certify that:
1.
|
I have reviewed this report on Form N-CSR of Managed Portfolio Series;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if
the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over
financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the
filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and
report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: July 6, 2021
|
/s/Benjamin J. Eirich
Benjamin J. Eirich
Treasurer
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Managed Portfolio Series, does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of Managed
Portfolio Series for the year ended April 30, 2021, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all
material respects, the financial condition and results of operations of Managed Portfolio Series for the stated period.
/s/Brian R. Wiedmeyer
Brian R. Wiedmeyer
President, Managed Portfolio Series
|
/s/Benjamin J. Eirich
Benjamin J. Eirich
Treasurer, Managed Portfolio Series
|
Dated: July 6, 2021
|
This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by Managed Portfolio Series for purposes of the Securities Exchange Act of 1934.
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