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Form N-CSR/A Managed Portfolio Series For: Apr 30

July 9, 2021 10:41 AM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES




Investment Company Act file number 811-22525



Managed Portfolio Series
(Exact name of registrant as specified in charter)



615 East Michigan Street
Milwaukee, WI  53202
(Address of principal executive offices) (Zip code)



Brian 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)



(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.
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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.




Nuance Mid Cap Value Fund

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








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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:________________________________________________











Managed Portfolio Series
Code of Ethics for Principal Officers
Appendix 2, Page 1



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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