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Financial Services

Managed Portfolio Series

04/24/2026 | Press release | Distributed by Public on 04/24/2026 11:32

Exemption Application under Investment Company Act (Form 40-APP/A)


				File No. 812-16000

As filed with the Securities and Exchange Commission on April 24, 2026

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDED AND RESTATED APPLICATION PURSUANT TO SECTION 6(c) OF THE

INVESTMENT COMPANY ACT OF 1940, AS AMENDED ("ACT"), FOR AN ORDER OF

EXEMPTION FROM SECTIONS 2(a)(32), 5(a)(1), 18(f)(1), 18(i), 22(d) AND 22(e) OF THE ACT

AND RULE 22c-1 UNDER THE ACT AND PURSUANT TO SECTIONS 6(c) AND 17(b) OF THE

ACT FOR AN ORDER OF EXEMPTION FROM SECTIONS 17(a)(1) AND 17(a)(2) OF THE

ACT

LEUTHOLD GROUP, LLC

DBA LEUTHOLD WEEDEN CAPITAL MANAGEMENT

150 South Fifth Street

Suite 1700

Minneapolis, MN 55402

MANAGED PORTFOLIO SERIES

615 East Michigan Street

Milwaukee, WI 53202

Please direct all communications regarding this Application to:


Jason M. Venner, Secretary Managed Portfolio Series 615 East Michigan Street Milwaukee, Wisconsin 53202 (341) 444-8827 [email protected]	Glenn R. Larson Leuthold Group, LLC dba Leuthold Weeden Capital Management 150 South Fifth Street Suite 1700 Minneapolis, MN 55402 [email protected]

With copies to:

Christopher D. Menconi

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004-2541

(202) 373-6173

[email protected]


This Application (including Exhibits) contains 31 pages.

TABLE OF CONTENTS


	Page
I.INTRODUCTION	1
II.THE APPLICANTS	4
a.The Company	4
b.Leuthold	4
III.BACKGROUND	5
IV.IN SUPPORT OF THE APPLICATION	5
a.Benefits of an ETF Class for Mutual Fund Class Shareholders	8
b.Benefits of a Mutual Fund Class for ETF Class Shareholders	9
c.Adopting Release Concerns about ETF Classes	11
V.REQUEST FOR EXEMPTIVE RELIEF	12
VI.LEGAL ANALYSIS AND DISCUSSION	13
a.ETF Operational Relief	13
1.Sections 2(a)(32) and 5(a)(1) of the Act	13
2.Section 22(d) of the Act and Rule 22c-1 under the Act	14
3.Section 22(e) of the Act	14
4.Sections 17(a)(1) and 17(a)(2) of the Act	15
b.ETF Class Relief	15
1.Section 18 of the Act and Rule 18f-3 under the Act	15
2.Addressing Policy Concerns under Section 18 and Rule 18f-3	16
c.Precedent	23
VII.CONDITIONS	23
VIII.PROCEDURAL MATTERS	24
IX.CONCLUSION	25
EXHIBITS TO APPLICATION	26
Exhibit A-1: Authorization Managed Portfolio Series	27
Exhibit A-2: Authorization Leuthold Group LLC, dba Leuthold Weeden Capital Management	29
Exhibit B-1: Verification Managed Portfolio Series	30
Exhibit B-2: Verification Leuthold Group LLC, dba Leuthold Weeden Capital Management	31

1 All entities that currently intend to rely on the Order are named as Applicants. Any other entity, existing now or

in the future, that relies on the Order in the future will comply with the terms and conditions in the Application.

2 The term "Advisor" includes (i) Leuthold, and (ii) any entity controlling, controlled by or under common

control with, Leuthold or its successors. For the purposes of the requested order, "successor" is limited to an

entity resulting from a reorganization into another jurisdiction or a change in the type of business organization.

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


In the Matter of: LEUTHOLD GROUP, LLC DBA LEUTHOLD WEEDEN CAPITAL MANAGEMENT MANAGED PORTFOLIO SERIES 150 South Fifth Street Suite 1700 Minneapolis, MN 55402 Investment Company Act of 1940 File No. 812-16000		AMENDED AND RESTATED APPLICATION PURSUANT TO SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED ("ACT"), FOR AN ORDER OF EXEMPTION FROM SECTIONS 2(a)(32), 5(a)(1), 18(f)(1), 18(i), 22(d) AND 22(e) OF THE ACT AND RULE 22c-1 UNDER THE ACT AND PURSUANT TO SECTIONS 6(c) AND 17(b) OF THE ACT FOR AN ORDER OF EXEMPTION FROM SECTIONS 17(a)(1) AND 17(a)(2) OF THE ACT

I.INTRODUCTION

Managed Portfolio Series (the "Company") and Leuthold Group, LLC dba Leuthold

Weeden Capital Management ("Leuthold" or "Advisor") (the Company and Leuthold together

are the "Applicants") hereby file this application, as amended (the "Application"), for an order

("Order") of the Securities and Exchange Commission (the "Commission") under Section 6(c)

of the Investment Company Act of 1940, as amended (the "Act"), for an exemption from

Sections 2(a)(32), 5(a)(1), 18(f)(1), 18(i), 22(d) and 22(e) of the Act and Rule 22c-1 under the

Act and under Sections 6(c) and 17(b) of the Act for an exemption from Sections 17(a)(1) and

17(a)(2) of the Act.1 Applicants are requesting that the Order apply not only to the Applicants,

but also to any existing and future series of the Company and any other existing or future open-

end management investment companies (or series thereof) registered under the Act (each a

"Fund," and together, the "Funds") that are advised by the Advisor.2

Applicants request an Order that would permit a Fund to offer one class of exchange-

traded shares that operates as an exchange-traded fund (an "ETF Class," and such shares, "ETF

Shares") and one or more classes of shares that are not exchange-traded (each such class, a

"Mutual Fund Class," and such shares, "Mutual Fund Shares," and each such Fund, a "Multi-

Class ETF Fund"). The Order would provide Funds with two broad categories of relief: 1) the

relief necessary to permit or continue standard exchange-traded fund ("ETF") operations

consistent with Rule 6c-11 under the Act ("ETF Operational Relief") and 2) the relief

3 As discussed in more detail below, a Multi-Class ETF Fund is not able to operate in reliance on Rule 6c-11.

4 A Multi-Class ETF Fund's Mutual Fund Shares will not be listed on any securities exchange, and the Multi-

Class ETF Funds do not expect there to be, nor will the Funds permit or facilitate, a secondary market for, peer-

to-peer trading of, or quotation on any quotation medium of, a Multi-Class ETF Fund's shares (other than as

described herein).

necessary for a Fund to offer an ETF Class and one or more Mutual Fund Classes ("ETF Class

Relief").

Pursuant to the ETF Operational Relief, the Order would permit (i) ETF Shares of the

Multi-Class ETF Funds to be listed on a national securities exchange ("Exchange"), as defined

in Rule 6c-11, and traded at market-determined prices; (ii) ETF Shares to be issued to and

redeemed by "Authorized Participants" in "Creation Units" only (each term as defined in

Rule 6c-11), except with respect to the Exchange Privilege (as defined below) and as permitted

by Rule 6c-11(a)(2); (iii) certain affiliated persons of a Multi-Class ETF Fund to purchase

Creation Units with (or redeem Creation Units for) "Baskets," as defined in Rule 6c-11, and (iv)

certain Multi-Class ETF Funds that include foreign investments in their Baskets to pay

redemption proceeds more than seven calendar days after ETF Shares are tendered for

redemption. As described below, the ETF Operational Relief would provide the Multi-Class

ETF Funds with the same relief as contained in Rule 6c-11, subject to the same conditions and

requirements contained in Rule 6c-11 except as specifically described herein.3

Pursuant to the ETF Class Relief, the Order would permit a Multi-Class ETF Fund to

offer one ETF Class and one or more Mutual Fund Classes.4 This Multi-Class ETF Fund

structure would comply with Rule 18f-3 under the Act, except for certain ways in which an ETF

Class and Mutual Fund Class(es) would have different rights and obligations, as described

below.

II.THE APPLICANTS

a.The Company

The Company is organized as a Delaware statutory trust. The Company is registered

with the Commission as an open-end management investment company under the Act. The

offerings of the shares of the Company also are registered pursuant to the Securities Act of

1933, as amended ("Securities Act"). The Funds that initially would rely on the relief are

separate investment portfolios of the Company and pursue distinct investment objectives and

strategies.

b.Leuthold

Leuthold is a Delaware limited liability corporation and is registered with the

Commission as an investment adviser under the Investment Advisers Act of 1940, as amended

(the "Advisers Act"). Any other Advisor also will be registered with the Commission as an

investment adviser under the Advisers Act. The Advisor serves or will serve as the investment

adviser to each Fund pursuant to an investment management agreement with the relevant

Company.

5 Vanguard Index Funds, Investment Company Act Release Nos. 24680 (Oct. 6, 2000) (notice) and 24789 (Dec.

12, 2000) (order); The Vanguard Group, Inc., Investment Company Act Release Nos. 26282 (Dec. 2, 2003)

(notice) and 26317 (Dec. 30, 2003) (order); Vanguard International Equity Index Funds, Investment Company

Act Release Nos. 26246 (Nov. 3, 2003) (notice) and 26281 (Dec. 1, 2003) (order); and Vanguard Bond Index

Funds, Investment Company Act Release Nos. 27750 (Mar. 9, 2007) (notice) and 27773 (April 2, 2007) (order).

The Commission also recently issued additional orders granting the requested relief. See e.g., DFA Investment

Dimensions Group Inc., Investment Company Act Release Nos. 35770 (Sept. 29, 2025) (notice) and 35786

(Nov. 17, 2025) (order) ("Dimensional Order").

6 Exchange-Traded Funds, Investment Company Act Release No. 33646 (Sept. 25, 2019) ("Adopting Release").

7 Adopting Release at 122-123 (noting that "costs can include brokerage and other costs associated with buying

and selling portfolio securities in response to mutual fund share class cash inflows and outflows, cash drag

associated with holding the cash necessary to satisfy mutual fund share class redemptions, and distributable

capital gains associated with portfolio transactions.").

8 Adopting Release at 124.

III.BACKGROUND

The Commission granted a small number of exemptive orders between 2000 and 2007

permitting certain existing funds operating as mutual funds to offer a class of exchange-traded

shares.5 In 2019, the Commission adopted Rule 6c-11 under the Act to provide the exemptive

relief necessary under the Act to permit ETF operations.6 However, the Commission determined

not to provide the exemptive relief necessary to allow for ETF classes as part of Rule 6c-11. The

Adopting Release explains that ETF class relief raises policy considerations that are different

from those that the Commission intended to address in Rule 6c-11. The Adopting Release

specifically notes that an ETF class that transacts with Authorized Participants on an in-kind

basis and a mutual fund class that transacts with shareholders on a cash basis may give rise to

differing costs to the portfolio. As a result, certain costs may result from transactions through

one class, but all shareholders generally would bear the costs.7

The Commission concluded that share class ETFs should request relief through the

exemptive applications process so that the Commission may assess all relevant policy

considerations in the context of the facts and circumstances of particular applicants.8

IV.IN SUPPORT OF THE APPLICATION

Applicants are filing the Application because they believe that the ability of a Fund to

offer both Mutual Fund Shares and ETF Shares could be beneficial to the Fund and to

shareholders of each type of class, as discussed below. Applicants believe that the multi-class

structure will allow investors to choose the manner in which they wish to hold interests in a

Multi-Class ETF Fund based on the share class characteristics that are most important to the

investor.

Initial Evaluation and Approval

Each Multi-Class ETF Fund will operate pursuant to a written plan required by Rule

18f-3(d) that addresses the Mutual Fund Class(es) and the ETF Class (the "multiple class

plan"). Before the first issuance of a share of any class in reliance on the Order, and before any

material amendment of the multiple class plan, the board of directors of the Fund ("Board"),

including the directors who are not interested persons of the Fund under Section 2(a)(19) of the

Act ("Independent Directors"), will find that the multiple class plan is in the best interests of

each Mutual Fund Class and the ETF Class individually and of the Multi-Class ETF Fund as a

9 If a Fund retains or has retained an investment sub-adviser, the Fund's primary Advisor will be responsible for

complying with the conditions.

10 The Board's evaluation of the Multi-Class ETF Fund structure under the terms and conditions of this

Application does not impact the Board's evaluation of a multi-class fund that is not a Multi-Class ETF Fund and

that is operating under Rule 18f-3.

11 The Advisor may include any other information it deems necessary or helpful for the Board.

12 Information that is "reasonably expected" or "reasonably estimated" throughout this application may be based

on reasonable assumptions and good faith estimates by the Advisor. This information will be based on historical

data for existing Funds, if applicable.

13 This may include the potential for higher cross-subsidization between the ETF Class and the Mutual Fund

Class(es) when transitioning an existing fund to a Multi-Class ETF Fund structure as compared to transitioning

to a multi-class mutual fund structure under Rule 18f-3.

14 Appropriateness may depend on many factors, including, but not limited to: (i) the impact of daily disclosure of

portfolio holdings; and (ii) any anticipated capacity or other constraints. See Adopting Release at 58-59

(discussing the ability of an ETF to suspend the issuance of Creation Units only for a limited time and only due

to extraordinary circumstances).

whole. As required by Rule 18f-3, before any Board vote on a multiple class plan including an

ETF Class, the directors will request and evaluate, and any agreement relating to the class

arrangement will require the Advisor to furnish, such information as may be reasonably

necessary to evaluate the multiple class plan. To assist in the Board's finding, the Advisor9 shall

prepare a written report pertaining to the Multi-Class ETF Fund ("Initial Advisor Report").10

The Initial Advisor Report shall contain the following information11:

1.a discussion of the reasonably expected12 benefits and costs to each class individually and

the Multi-Class ETF Fund as a whole, including, as applicable:

a.the sources of potential cost savings and other benefits of operating a Multi-Class

ETF Fund structure;

b.a discussion of how each of the ETF Class and Mutual Fund Class(es) will be

affected by reasonably expected (i) cash flows and costs associated with portfolio

transactions, (ii) cash levels, (iii) distributable capital gains and (iv) (for existing

Funds only) realization, and the extent thereof, of any unrealized capital gains/

losses or carry over capital losses;

2.a discussion of how the Advisor intends to manage the reasonably expected costs

associated with the transition to a Multi-Class ETF Fund,13 as applicable;

3.a discussion of the appropriateness of the Fund's investment strategy for the Multi-Class

ETF Fund structure14; and

4.a discussion of any other potential material conflicts of interest, including any other

sources of potential cross-subsidization, identified by the Advisor associated with

operating a Multi-Class ETF Fund.

Ongoing Monitoring Process

At the time of the Board's initial approval of the multiple class plan, the Advisor will

recommend to the Board for approval a framework for ongoing monitoring of certain numerical

thresholds ("Ongoing Monitoring Process"), which is intended to assist the Board with its

15 The Advisor may recommend establishing additional thresholds designed to identify other conflicts of interest

between the Mutual Fund Class(es) and the ETF Class.

16 This would include with respect to cash drag from holding cash to meet Mutual Fund Class redemption

requests, as well as transaction costs and realized capital gains or other tax consequences due to such requests.

17 For example, historical data relating to cash levels, costs associated with portfolio transactions, and distributable

capital gains.

18 The Advisor may fulfill these Board notification requirements by notifying a designated committee, or a

designated member, of the Board.

19 Examples of remedial actions include: (i) adjustments to the use of in-kind transactions or trade execution

strategy to manage costs associated with portfolio transactions; (ii) greater use of credit lines or other sources of

cash to reduce uninvested cash; (iii) enhancements to tax lot management and harvesting of capital losses to

reduce capital gains distributions; (iv) adjustments to transaction fees, purchase fees and/or redemption fees; (v)

enhanced disclosure to investors; and (vi) discontinuation of a class, or conversion of an entire class of a Multi-

Class ETF Fund into another class of that Multi-Class ETF Fund as otherwise permitted under the Act. The

range of remedial measures may vary depending on the particular facts and circumstances relating to a Fund's

operations. The Board may consider additional corrective measures if deemed necessary.

ongoing oversight of the Multi-Class ETF Fund structure. The Ongoing Monitoring Process will

consist of the following:

1.Monitoring Thresholds. The Advisor will recommend to the Board approval of

certain numeric thresholds, the method for calculating such thresholds, and the time periods over

which to measure the Multi-Class ETF Fund's performance against such numerical thresholds

with respect to the Multi-Class ETF Fund's: (i) costs associated with portfolio transactions, (ii)

cash levels and (iii) capital gains distributions.15 The numerical threshold levels (including any

changes thereto), the method of calculating the thresholds, and the time periods over which to

measure the Multi-Class ETF Fund's performance against such numerical thresholds will be

reasonably designed to assist in the identification of material conflicts of interest between the

Mutual Fund Class(es) and the ETF Class, including disparities in costs between the Mutual

Fund Class(es), on the one hand, and ETF Class, on the other.16 Any recommended changes to

the numerical thresholds, or changes to the time periods over which to measure the Multi-Class

ETF Fund's performance against such numerical thresholds will be subject to Board approval. In

making its recommendations to the Board, the Advisor will consider historical data pertaining to

the Multi-Class ETF Fund or other existing Funds that the Advisor advises, to the extent such

information is available and the Advisor believes such data is relevant.17

2.Board Notification.18 If a Multi-Class ETF Fund exceeds an established numerical

threshold, the Advisor will notify the Board no later than 30 days following the end of the

applicable time period in which the threshold was exceeded. The Advisor will provide the Board

with a written explanation of the Advisor's assessment of the causes of the Multi-Class ETF

Fund exceeding the threshold(s), and any proposed recommendations for what, if any, remedial

actions the Multi-Class ETF Fund should take.19

Ongoing Board Approval

In addition to the initial evaluation and approval of the multiple class plan, the Board also

will periodically, but in no case less frequently than annually, find that the multiple class plan

continues to be in the best interests of each Mutual Fund Class and the ETF Class individually

and of the Multi-Class ETF Fund as a whole. To inform this finding, the Advisor will provide a

20 The Advisor may include any other information it deems necessary or helpful for the Board.

21 For example, this may include consequences on portfolio size, liquidity, liquidity risk management, and

operations of the Multi-Class ETF Fund.

22 Among other things, this may also include a discussion of: the impact of the level of exchanges between the

Mutual Fund Class(es) and the ETF Class; and/or the impact of any transaction fees or similar charges that are

applied in connection with creation and redemption activity (for the ETF Class) or purchase or redemption

activity (for the Mutual Fund Class(es)) and that are designed to reduce the costs associated with that activity

borne by the Multi-Class ETF Fund.

23 The Advisor may include data from years before the prior year if such information is available and the Advisor

or the Board deems such data helpful.

written report to the Board pertaining to the Multi-Class ETF Fund ("Ongoing Advisor Report").

The Ongoing Advisor Report shall contain the following information20:

1.a discussion of any observed benefits or cost savings to the Multi-Class ETF Fund

resulting from the Multi-Class ETF Fund structure;

2.a discussion of any observed material conflicts of interest between the ETF Class and the

Mutual Fund Class(es), or observed material negative consequences21 to the ETF Class or

the Mutual Fund Class(es) resulting from the Multi-Class ETF Fund structure, including

the following22:

a.a discussion of how creation and redemption activity in the ETF Class has

affected the Mutual Fund Class(es) and how shareholder purchase and redemption

activity in the Mutual Fund Class(es) has affected the ETF Class during the prior

year,23 with respect to: (i) cash levels; (ii) short- and long-term capital gains

distributions; and (iii) costs associated with portfolio transactions;

b.any performance difference between the Mutual Fund Class(es) and the ETF

Class due to the difference in dividend payment dates described below; and

3.any other information that the Board requests.

a.Benefits of an ETF Class for Mutual Fund Class Shareholders

Among other benefits, Applicants believe that an ETF Class would offer the following

significant benefits to shareholders in a Fund's Mutual Fund Classes.

First, in-kind transactions through the ETF Class may contribute to lower portfolio

transaction costs and greater tax efficiency. In general, in-kind transactions through the ETF

Class in connection with creations and redemptions could allow a Fund to reduce some portfolio

management costs. This could be particularly true through the use of the custom basket

flexibility permitted under Rule 6c-11. For example, on days when there may be limited cash

inflows through the Mutual Fund Classes, in-kind transactions through the ETF Class could

allow the Fund to rebalance its portfolio efficiently while keeping cash balances low and without

needing to sell and purchase portfolio securities in the market. In-kind redemptions also could

serve to limit the realization of capital gains and reduce unrealized capital gains within the

portfolio and improve the tax profile of the Fund. This could help shareholders defer capital

gains to the extent that portfolio adjustments and cash redemptions require the sale of portfolio

securities.

As described in greater detail below, Applicants also believe that an exchange feature

could allow mutual fund shareholders to exchange Mutual Fund Shares for ETF Shares without

adverse consequences to the Fund. To the extent that some existing mutual fund shareholders

would prefer to hold ETF Shares, the existence of an ETF Class could allow for those

shareholders to exchange their shares without disrupting the Fund portfolio or their investments.

At the same time, these shareholders could save on transaction costs and potential tax

consequences by exchanging shares into the ETF Class of the same Fund.

In addition, the ETF Class would represent an additional distribution channel for a Fund

that could lead to additional asset growth and economies of scale. ETFs are an increasingly

popular choice for investors and may attract additional investment to a Fund. Greater assets

under management may lead to additional cost efficiencies. An improved tax profile for the

Fund also may assist the competitive positioning of the Fund for attracting prospective

shareholders.

ETF Shares also could allow certain investors to engage in more frequent trading without

disrupting the Fund portfolio. For example, following market declines, to the extent that a

mutual fund shareholder wanted to engage in tax-loss harvesting, the shareholder could exchange

Mutual Fund Shares for ETF Shares and then trade more frequently in the secondary market.

Such secondary market transactions would not disrupt the portfolio of the Fund and would help

long-term investors avoid the adverse consequences of frequent trading and market timing by a

few short-term investors.

b.Benefits of a Mutual Fund Class for ETF Class Shareholders

Among other benefits, Applicants believe that Mutual Fund Classes would offer the

following significant benefits to shareholders in a Fund's ETF Class.

First, investor cash flows through a Mutual Fund Class can be used for efficient portfolio

rebalancing. A Fund's portfolio may contain a large number of portfolio positions where small

adjustments are made on a daily basis. To the extent that cash flows come into a Fund through a

Mutual Fund Class, a portfolio manager may be able to deploy that cash strategically to establish

the desired portfolio exposures. Under these circumstances, cash flows through a Mutual Fund

Class could help facilitate portfolio management to the benefit of all shareholders, including ETF

Class shareholders, particularly if there are no creations through the ETF Class on a given day.

Second, cash flows through a Mutual Fund Class may allow for greater Basket flexibility

for creations and redemptions of ETF Shares, which could promote arbitrage efficiency and

smaller spreads on the trading of ETF Shares in the secondary market. Some Funds may hold a

large number of securities with a wide range of portfolio exposures. If cash flows from a Mutual

Fund Class can be utilized strategically by the portfolio manager to obtain exposure to some

portfolio positions (e.g., small portfolio positions), the portfolio manager could specify a smaller

number of different securities for the Baskets used for creations and redemptions of ETF Class

Shares by Authorized Participants. As recognized in the Adopting Release, if Baskets contain a

smaller number of securities, Authorized Participants may be able to assemble or liquidate such

Baskets with lower transaction costs. Reducing the costs of Authorized Participants to create and

24 Adopting Release at 83.

25 As noted above, the Initial Advisor Report will address any potential for higher cross-subsidization between

classes at the outset when adding a new type of class to an existing Fund, or launching a new Fund that is a

Multi-Class ETF Fund, as well as possible actions to minimize the impact of any such cross-subsidization.

Possible actions could include having a new class bear its own organizational costs or subjecting such costs to

an expense limitation arrangement with the Advisor.

redeem ETF Shares potentially could result in greater arbitrage efficiency and smaller spreads in

connection with the trading of ETF Shares in the secondary market.24

With respect to existing Funds, offering an ETF Class would permit investors that prefer

the ETF distribution channel to gain access to established Fund investment strategies. Many

Funds have a well-established, strong reputation and track record. For those investors who

prefer investing in ETFs and are interested in existing Funds, an ETF Class could be an attractive

investment opportunity. Assets under management and performance track record also can be

important criteria for an ETF to qualify for certain distribution platforms maintained by financial

intermediaries. An ETF Class of an existing Fund could benefit from pre-existing assets and

performance, which could improve the distribution of the ETF Shares to investors.

Applicants also believe that the establishment of Mutual Fund Class(es) as part of an

existing ETF could represent an additional distribution channel for a Fund that could lead to

additional asset growth and economies of scale as it attracts additional investments into the Fund,

which benefits the Fund and all of its shareholders. Retirement, or "401(k)", plans may not offer

ETFs to their plan participants, and so such retirement plan investors often invest in mutual

funds. If the relief sought by this Application were granted, Mutual Fund Shares of a Multi-Class

ETF Fund could be made available to retirement plan participants on retirement plan platforms

that do not currently offer ETFs, which could be beneficial to both ETF Class and Mutual Fund

Class shareholders of the Multi-Class ETF Fund. By having a Mutual Fund Class, a Multi-Class

ETF Fund may benefit from having access to a retirement or "401(k)" distribution channel and

ultimately from greater scale. Such asset growth could make it possible for a Fund's shareholders

to realize the benefits of breakpoints, if any, and for a Fund to spread fixed costs over a larger

asset base, driving economies of scale to the benefit of all shareholders. Similarly, the ability to

add an ETF Class to a Mutual Fund would allow a Fund that already has access to the retirement

distribution channel to attract assets from investors seeking access to the same strategy through

an ETF.

Applicants also believe that the establishment of an ETF Class as part of an existing Fund

could lead to cost efficiencies. In terms of fund expenses, an ETF Class could have initial and

ongoing advantages for its shareholders. As an initial matter, creating an ETF Class of an

existing Fund should entail lower organizational costs as compared to establishing a new ETF.25

As an ongoing matter, an ETF Class also could have lower expenses as a result of economies of

26 See Exemption for Open-End Management Investment Companies Issuing Multiple Classes of Shares;

Disclosure by Multiple Class and Master-Feeder Funds; Class Voting on Distribution Plans, Investment

Company Act Release No. 20915 (Feb. 23, 1995) (adopting release) ("Fund sponsors assert that multiple classes

may enable funds to attract larger asset bases, permitting them to spread fixed costs over more shares, qualify

for discounts in advisory fees ("breakpoints"), and otherwise experience economies of scale, resulting in lower

fees and expenses. They also state that multiple classes avoid the need to create "clone" funds, which require

duplicative portfolio and fund management expenses. Furthermore, fund sponsors state that a larger asset base

permits greater portfolio liquidity and diversification.")

scale such as breakpoints on service contracts or advisory contracts. These are the same types of

benefits that the Commission originally recognized in adopting Rule 18f-3.26

Tax-free exchanges of shares from the Mutual Fund Class for shares of the ETF Class

also may accelerate the development of an ETF shareholder base. Subsequent secondary market

transactions by the ETF Class shareholders could generate greater trading volume, resulting in

lower trading spreads and/or premiums or discounts in the market prices of the ETF Shares to the

benefit of ETF shareholders.

c.Adopting Release Concerns about ETF Classes

The Adopting Release indicates that share class ETFs raise certain additional policy

considerations. Specifically, the Commission notes that the cash flows associated with one class

or another could impact a fund's portfolio, generating costs that shareholders of all classes would

share.

With respect to the potential consequences of cash flows, the Commission identifies three

categories of costs: 1) brokerage and other costs associated with buying and selling portfolio

securities in response to mutual fund share class inflows and outflows; 2) cash drag associated

with holding the cash necessary to satisfy mutual fund share class redemptions; and 3)

distributable capital gains associated with portfolio transactions. Applicants believe that each of

these issues could be considered by the Advisor and the Board initially and on an ongoing basis

in determining whether a particular Fund should offer or continue to offer both Mutual Fund

Classes and an ETF Class.

As described above, cash inflows also may allow a portfolio manager to make specific

portfolio adjustments that could be more difficult to achieve strictly using Basket transactions

through an ETF Class. At times, an active ETF may not be able to establish desired portfolio

positions purely through in-kind creation and redemption activity, and therefore could incur

portfolio transaction costs if it becomes necessary to sell portfolio securities in order to generate

cash to invest in new positions. Accordingly, the possibility of cash inflows through a Mutual

Fund Class and in-kind transactions through an ETF class is a combination that could allow for

benefits to all Fund shareholders: in-kind creations and redemptions through the ETF Class

could save some portfolio transaction costs, while cash inflows through the Mutual Fund Class

could save transaction costs that the active manager might have incurred if otherwise forced to

liquidate holdings to reposition the portfolio.

Finally, the tax management of a Fund portfolio can have many elements. As a general

matter, in-kind redemptions through the ETF Class could limit the realization of capital gains and

reduce the unrealized capital gains for the portfolio generally, in which case cash redemption

activity through the Mutual Fund Class might not generate capital gains on an ongoing basis for

27 Adopting Release at footnote 433.

any of the classes. In addition, a Mutual Fund Class also may have the ability to engage in in-

kind redemptions with large shareholders, which could minimize capital gains. The Mutual Fund

Class may also provide cash inflows that could reduce the need to liquidate holdings to

reposition the portfolio (as described in connection with transaction costs above) and thereby

reduce capital gain realization that may otherwise occur on liquidation of holdings. A portfolio

manager also may engage in careful tax management through portfolio transactions, and could

generate capital losses in connection with some cash redemptions that could offset gains from

other portfolio transactions. Such capital losses could be particularly useful in connection with

actively managed investment companies, where the realization of some capital gains can be in

connection with portfolio management activity rather than as a result of cash redemptions. Cash

redemptions through a Mutual Fund Class therefore could allow for some tax loss harvesting and

potentially generate tax offsets for capital gains that in-kind redemptions through an ETF Class

would not.

In addition to the specific issues that the Commission raised in the Adopting Release

relating to cash flows through a Mutual Fund Class, the Commission also noted in the Adopting

Release that unlike the ETFs covered by Rule 6c-11, existing share class ETFs do not provide

daily portfolio transparency.27 Applicants note that a lack of daily portfolio transparency is not a

necessary characteristic of investment companies that offer exchange-traded classes, and as such,

Applicants will disclose each Fund's complete portfolio holdings on a daily basis in accordance

with the requirements of Rule 6c-11. The Advisor believes that a Mutual Fund that currently

discloses portfolio holdings on a delayed basis could offer an ETF Class and begin providing full

daily portfolio transparency without any anticipated significant adverse consequences to

shareholders.

As reflected above, the Advisor and the Board will be attentive to the Commission's

concerns in the Adopting Release, and Applicants have proposed terms and conditions to the

relief that will ensure that the Advisor and the Board focus on these issues on an initial and

ongoing basis. These terms and conditions include a framework for initial reporting, ongoing

monitoring, and ongoing reporting and Board oversight as described below. Applicants also will

take appropriate Disclosure Steps (defined below) to ensure that investors clearly understand the

differences between Mutual Fund Shares and ETF Shares. Accordingly, investors will be able to

make an informed investment decision when investing in a Fund with Mutual Fund Classes and

an ETF Class.

V.REQUEST FOR EXEMPTIVE RELIEF

Section 6(c) of the Act provides that the Commission may exempt any person, security,

or transaction or any class or classes of persons, securities, or transactions from any provisions of

the Act, or any rule thereunder, if such relief is necessary or appropriate in the public interest and

consistent with the protection of investors and the purposes fairly intended by the policy and

provisions of the Act.

Section 17(b) of the Act provides that the Commission will grant an exemption from the

provisions of Section 17(a) of the Act if evidence establishes that the terms of the proposed

transaction are reasonable and fair, including the consideration to be paid or received, and do not

involve overreaching on the part of any person concerned, that the proposed transaction is

28 Applicants note that the requirements of Rule 6c-11 include the condition that the portfolio holdings that form

the basis for the ETF's next calculation of current net asset value ("NAV") per share must be the ETF's

portfolio holdings as of the close of business on the prior business day. As a result, a Multi-Class ETF Fund

would not include changes in portfolio holdings in the next calculation of current NAV on a T+0 basis.

consistent with the policy of each registered investment company concerned, and that the

proposed transaction is consistent with the general purposes of the Act.

Applicants believe that the requested relief described in this Application meets these

standards.

VI.LEGAL ANALYSIS AND DISCUSSION

a.ETF Operational Relief

With respect to the ETF Operational Relief, Applicants seek the same exemptive relief as

provided by Rule 6c-11, subject to the same requirements contained in Rule 6c-11, except as

specifically described herein.28 Applicants believe that they are unable to rely on Rule 6c-11

because "exchange-traded fund" is defined, in part, to mean a registered open-end management

investment company "whose shares are listed on an Exchange and traded at market-determined

prices." Because this definition suggests that all of the investment company's shares must be

listed on an Exchange, a Multi-Class ETF Fund with Mutual Fund Shares in addition to ETF

Shares would not meet this definition.

In addition, the Multi-Class ETF Funds may offer an "Exchange Privilege" that would

permit shareholders in a Mutual Fund Class to exchange Mutual Fund Shares for ETF Shares.

The Exchange Privilege would not permit shareholders of ETF Shares to exchange such shares

for Mutual Fund Shares, except in situations where the ETF Class is terminated or where the

Multi-Class ETF Fund merges into a Fund with no ETF Class. Any exchange pursuant to the

Exchange Privilege will conform to the requirements of Section 11(a) of the Act. In particular,

any exchange would occur at the relative NAVs of the respective share classes. To the extent a

Multi-Class ETF Fund imposes any administrative fee on the exchange, the fee will be applied in

compliance with Rule 11a-3 under the Act. A Multi-Class ETF Fund will impose restrictions on

exchanges around the dates of dividend payments if necessary to prevent a shareholder from

collecting a dividend from both the Mutual Fund Class and the ETF Class as a result of an

exchange of shares. ETF Shares issued to a shareholder as part of the Exchange Privilege will be

newly issued ETF Shares, and not ETF Shares purchased in the secondary market. The issuance

of ETF Shares in connection with the Exchange Privilege will comply with the Securities Act.

Because the definition of "exchange-traded fund" in Rule 6c-11 requires that the ETF "issues

(and redeems) creation units to (and from) authorized participants in exchange for a basket and a

cash balancing amount if any," a Multi-Class ETF Fund that permits a shareholder of Mutual

Fund Shares to acquire individual ETF Shares directly from the Multi-Class ETF Fund through

the Exchange Privilege may not satisfy this definition. Although Applicants otherwise would

comply with Rule 6c-11 as required by condition 1 below, because the Multi-Class ETF Funds

cannot rely on Rule 6c-11, Applicants request the ETF Operational Relief described below.

1.Sections 2(a)(32) and 5(a)(1) of the Act

Section 5(a)(1) of the Act defines an "open-end company" as a management investment

company that is offering for sale or has outstanding any redeemable security of which it is the

29 In light of the relief requested from Section 2(a)(32) and the fact that Mutual Fund Shares are individually

redeemable, Applicants note that Multi-Class ETF Funds would meet the definition of an "open-end company"

contained in Section 5(a)(1) of the Act. However, out of an abundance of caution, Applicants are seeking relief

from Section 5(a)(1) to clarify that a Fund with an ETF Class is an open-end investment company.

issuer. Section 2(a)(32) of the Act defines a redeemable security as any security, other than short-

term paper, under the terms of which the holder, upon its presentation to the issuer, is entitled to

receive approximately his proportionate share of the issuer's current net assets, or the cash

equivalent.

Because ETF shares are not individually redeemable, a possible question arises as to

whether the definitional requirements of a "redeemable security" or an "open-end company"

under the Act are met. Rule 6c-11(b)(1) resolves this issue for exchange-traded funds relying on

Rule 6c-11 by specifically providing that an exchange-traded fund share is considered a

redeemable security within the meaning of Section 2(a)(32). Because the operations of an ETF

Class would adhere to all of the requirements of Rule 6c-11, except that, as described in Section

VI.a. above, a Multi-Class ETF Fund will list only one class of its shares on an Exchange and

also may offer an Exchange Privilege, Applicants request an Order under Section 6(c) granting

an exemption from Section 2(a)(32) so that ETF Shares also are considered redeemable securities

and from Section 5(a)(1) to permit a Multi-Class ETF Fund to register or remain registered as an

open-end management investment company and redeem ETF Shares in Creation Units only.29

2.Section 22(d) of the Act and Rule 22c-1 under the Act

Section 22(d) of the Act, among other things, prohibits investment companies, their

principal underwriters, and dealers from selling a redeemable security to the public except at a

current public offering price described in the prospectus. Rule 22c-1 under the Act generally

requires that a dealer selling, redeeming, or repurchasing a redeemable security do so only at a

price based on its NAV.

Because investors may purchase and sell individual ETF shares from and to dealers on

the secondary market at market-determined prices (i.e., at prices other than those described in the

prospectus or based on NAV), Rule 6c-11 provides exemptions from these provisions. As noted,

the operations of an ETF Class, including the ways in which the ETF Shares trade at market-

determined prices, would be the same as for ETFs relying on Rule 6c-11. Accordingly,

Applicants seek the same relief pursuant to Section 6(c) as provided by Rule 6c-11.

3.Section 22(e) of the Act

Section 22(e) generally prohibits a registered open-end management investment company

from postponing the date of satisfaction of redemption requests for more than seven days after

the tender of a security for redemption.

Rule 6c-11 provides an exemption from Section 22(e) to permit an ETF to delay

satisfaction of a redemption request for more than seven days if a local market holiday, or series

of consecutive holidays, or the extended delivery cycles for transferring foreign investments to

redeeming Authorized Participants, or the combination thereof, prevents timely delivery of the

foreign investment included in the ETF's Basket. Pursuant to Section 6(c), Applicants seek the

same relief for an ETF Class, subject to the requirements of Rule 6c-11.

30 See Exemption for Open-End Management Investment Companies Issuing Multiple Classes of Shares;

Disclosure by Multiple Class and Master-Feeder Funds, Investment Company Act Release No. 19955 (Dec. 13,

1993) (proposing release) (citing Investment Trusts and Investment Companies: Hearings on S.3580 Before a

Subcomm. of the Senate Comm. on Banking and Currency, 76th Cong., 3d Sess. 265-75, 1025-37 (1940)).

31 See supra footnote 26.

4.Sections 17(a)(1) and 17(a)(2) of the Act

Section 17(a) of the Act generally prohibits an affiliated person of a registered investment

company, or an affiliated person of such person, from knowingly selling any security or other

property to or purchasing any security or other property from the company.

Rule 6c-11 provides an exemption from these provisions to permit purchases and

redemptions of Creation Units through Basket transactions between exchange-traded funds and

certain types of affiliated persons as described in Rule 6c-11. Applicants seek an exemption

from Sections 17(a)(1) and 17(a)(2) of the Act pursuant to Sections 6(c) and 17(b) of the Act to

permit the Multi-Class ETF Funds to engage in the same types of Basket transactions through the

ETF Class, subject to the requirements of Rule 6c-11.

b.ETF Class Relief

In addition to the ETF Operational Relief that parallels the exemptive relief provided by

Rule 6c-11, Applicants request an order under Section 6(c) for relief from Sections 18(f)(1) and

18(i) of the Act in order for a Fund to offer an ETF Class and one or more Mutual Fund Classes.

1.Section 18 of the Act and Rule 18f-3 under the Act

Section 18(f)(1) of the Act provides that "it shall be unlawful for any registered open-end

investment company to issue any class of senior security or to sell any senior security of which it

is the issuer" with exceptions not here relevant. The term "senior security" is defined in Section

18(g) to mean "any stock of a class having priority over any other class as to distribution of

assets or payment of dividends," Section 18(i) provides that every share of stock issued by an

open-end investment company "shall be a voting stock and have equal voting rights with every

other outstanding voting stock."

Section 18(f)(1) was enacted to protect investors from abuses associated with complex

investment company capital structures, including excessive leverage, conflicts of interest among

classes, and investor confusion, while Section 18(i) was intended to prevent inequitable and

discriminatory shareholder voting provisions.30 The Commission generally takes the position

that an open-end investment company that issues multiple classes could raise issues under

Sections 18(f)(1) and 18(i) because differences in the rights accorded to, or expenses paid by,

different shareholders of the same investment company may raise senior security issues under

Section 18.

In 1995, the Commission adopted Rule 18f-3, which provides an exemption from

Sections 18(f)(1) and 18(i) for any open-end investment company (or series thereof) with a

multi-class structure, provided that the company complies with the requirements of the rule.31

Although Applicants will comply substantially with the requirements of Rule 18f-3, the Funds

would not be able to comply with the requirement in Rule 18f-3(a)(4) that, aside from the

differences permitted by the rule, the Mutual Fund Classes and the ETF Class will have the same

rights and obligations.

Applicants have identified seven ways in which Mutual Fund Shares and ETF Shares will

have different rights. First, Mutual Fund Shares will be individually redeemable while ETF

Shares generally will be redeemable only in Creation Units. Second, ETF Shares will be tradable

on an Exchange while Mutual Fund Shares will not. Third, any Exchange Privilege generally

will be limited to the Mutual Fund Class (i.e., the Exchange Privilege will not be offered to

holders of ETF Shares of the Multi-Class ETF Fund except in unusual situations as noted above).

Fourth, dividends of Mutual Fund Shares may be automatically reinvested in additional Mutual

Fund Shares issued by a Multi-Class ETF Fund at its NAV, while holders of ETF Shares may

only participate in a dividend reinvestment plan to the extent their broker-dealers make available

the DTC book-entry and/or broker-dealer sponsored dividend reinvestment service. Fifth, the

Mutual Fund Classes and the ETF Class may declare dividends on different days, as described

below. Sixth, it is currently expected that the record date for dividends on Mutual Fund Shares

will be one business day before the ex-dividend date, whereas due to Exchange requirements, the

record date for dividends on ETF Shares is expected to be the ex-dividend date. Seventh, while

all share classes of a Multi-Class ETF Fund will pay dividends on the same schedule (e.g.,

monthly, quarterly, annually), the payment date for the Mutual Fund Shares is expected to be

prior to the payment date for ETF Shares.

2.Addressing Policy Concerns under Section 18 and Rule 18f-3

Applicants do not believe that the differences in class rights noted above implicate

the concerns at which Section 18 is directed - i.e., excessive leverage, conflicts of interest, and

investor confusion, but have proposed certain terms and conditions discussed below to address

possible issues in this regard.

A.Leverage. The issuance of classes of shares with different rights and obligations,

and different dividend declaration and payable dates, does not create any opportunity for

leverage.

B.Conflicts of Interest. Rule 18f-3 contains provisions designed to minimize or

eliminate potential conflicts between classes, such as requiring separate approval on any matter

submitted to shareholders in which the interests of one class differ from the interests of any other

class, and requiring the use of certain formulas for allocating income, gains and losses, and

appreciation and depreciation. Under this framework, multi-class funds have successfully

addressed conflicts of interest between classes and have become one of the prevalent types of

registered investment companies in the asset management industry. The Multi-Class ETF Funds

will comply with these voting and allocation provisions. For the reasons stated below and

considering the representations and conditions discussed elsewhere in the Application,

Applicants believe the requested relief, and the proposed representations and conditions,

sufficiently protect against the potential conflicts of interest that are raised in a Multi-Class ETF

Fund structure when classes have different redemption and trading rights, different timing of

dividend declaration, record, and payment dates, differences in the availability of a dividend

reinvestment plan, and, in some cases, different exchange rights.

32 The dividend rate for ETF Shares will be announced after market close on the ETF Class's declaration date,

which is also the record date for the dividend for Mutual Fund Shares. Therefore, the dividend rate for ETF

Shares will be announced after the deadline for receipt of an order to purchase Mutual Fund Shares to become a

shareholder as of the Mutual Fund Class's record date.

33 For example, some fixed income mutual funds may declare dividends on a daily basis, while fixed income ETFs

typically declare dividends on monthly basis.

34 If dividends are declared monthly, each day's accrued income would be reflected as an increase in the shares'

net assets and NAV. At the end of the month, on the ex-dividend date, the net assets and NAV per share would

decrease by the amount of the declared dividend. By contrast, if dividends are declared daily, as would be the

case with the Mutual Fund Shares of a Daily/Monthly Declaration Multi-Class ETF Fund, the amount of the

daily income accrual generally would be offset by a corresponding distribution payable liability, except in

unusual circumstances where the daily income accrual may be larger than the daily declared dividend. As a

result, the net effect on the Mutual Fund Shares' net assets and NAV normally would be zero.

(i)Potential conflicts of interest resulting from different classes declaring

dividends on different days and having different record dates for dividends.

For Multi-Class ETF Funds other than Daily/Monthly Declaration Multi-Class ETF

Funds (as defined below), the dividend declaration date for Mutual Fund Shares is expected to be

the ex-dividend date while the declaration date for ETF Shares is expected to be one business

day before the ex-dividend date.32 Applicants expect that the difference in the dates on which

dividends of these Multi-Class ETF Funds are declared for Mutual Fund Shares and ETF Shares

will be due solely to Exchange rules applicable to ETFs, not to the intent of management to

adopt specific measures that could be favorable to one class and prejudicial to another.

Applicants note that there will not be an economic impact on a particular share class as a result

of this difference in dividend declaration dates. The ex-dividend date will be the same for all

classes of these Multi-Class ETF Funds, and these Multi-Class ETF Funds will adjust the NAV

for all classes on the same day as a result of the dividends to be paid.

Applicants note that it could be possible that certain Multi-Class ETF Funds may wish to

declare dividends on a daily basis for their Mutual Fund Shares and on a monthly basis for their

ETF Shares ("Daily/Monthly Declaration Multi-Class ETF Funds").33 Applicants believe that

this flexibility could be desirable because declaring dividends on a daily basis for an ETF Class

could create daily reporting obligations to the Exchange, which could be impractical. For Daily/

Monthly Declaration Multi-Class ETF Funds, the net assets of the ETF Shares therefore would

reflect the presence of accrued but undistributed income, while the net assets of the Mutual Fund

Shares would not.34 If a Daily/Monthly Declaration Multi-Class ETF Fund were to allocate

income, realized capital gains and losses, and unrealized appreciation and depreciation

(collectively, "Allocable Items") among classes based on relative net assets, any difference in

net assets (i.e., higher net assets attributable to the ETF Class as a result of the accrued but

undistributed income) could result in a disproportionate allocation of Allocable Items to ETF

Shares relative to Mutual Fund Shares of the same Multi-Class ETF Fund.

Applicants believe it is appropriate to propose to address any such potential inequality by

allocating the Allocable Items on the basis of an allocation ratio ("Allocation Ratio") where

class-level net assets would be adjusted to factor out differences potentially introduced by the

application of different dividend declaration policies (the "Asset Adjustment"). Specifically,

the Allocation Ratio for each class would utilize a denominator equal to the Daily/Monthly

Declaration Multi-Class ETF Fund's prior day's net assets reduced by the Daily/Monthly

Declaration Multi-Class ETF Fund's undistributed net income, plus the net share activity at the

35 The Board of a Daily/Monthly Declaration Multi-Class ETF Fund would determine that, after applying the

Asset Adjustment, the annualized rates of return of the ETF Shares and Mutual Fund Shares generally will

differ only by the expense differentials among the classes as required by Rule 18f-3(c)(1)(v) under the Act.

36 Shareholders in the Mutual Fund Class would be entitled to the dividend by virtue of purchasing Mutual Fund

Shares on the day before ex-dividend date and therefore becoming recordholders as of the end of the day before

the ex-dividend date. Shareholders in the ETF Class that purchase ETF Shares on the day before the ex-

dividend date would have their shares settle on T+1 and therefore become recordholders on the ex-dividend date

as required by Exchange rules.

fund level recorded on the current day. The numerator of the Allocation Ratio for each class

would be equal to the prior day's net assets attributed to that class reduced by the class's

undistributed net income, plus the net share activity for the class recorded on the current day.

Applicants believe the use of the Asset Adjustment would prevent the daily allocation of

Allocable Items to ETF Shares and Mutual Fund Shares within a Daily/Monthly Declaration

Multi-Class ETF Fund from being affected by the classes' differing dividend declaration dates

and, therefore, that the annualized rates of return of the ETF Shares and Mutual Fund Shares

generally would differ only by the expense differentials among the classes, as required by Rule

18f-3(c)(l)(v) under the Act.35 Applicants anticipate that as a result of the application of the Asset

Adjustment to the Allocation Ratio, there would not be a material economic impact on a

particular share class as a result of the difference in dividend declaration dates for the Daily/

Monthly Declaration Multi-Class ETF Funds.

In addition to the differences in dividend declaration dates, the record date for dividend

distributions for Mutual Fund Shares is expected to be one business day before the ex-dividend

date, while the record date for dividend distributions for ETF Shares is expected to be the ex-

dividend date. Applicants expect that the difference in the record dates for Mutual Fund Shares

and ETF Shares will be due solely to Exchange rules applicable to ETFs. Applicants do not

expect this difference in record dates to have any material economic impact on a particular share

class. In the case of Multi-Class ETF Funds that are not Daily/Monthly Declaration Multi-Class

ETF Funds, the difference in record dates does not create an economic difference between

shareholders because all shareholders up to and including shareholders that purchase shares in

either class on the day before the ex-dividend date would be entitled to the dividend.36 In the

case of the Daily/Monthly Declaration Multi-Class ETF Funds, the application of the Asset

Adjustment to the Allocation Ratio as described above also should provide that there will be no

material economic impact due to the differences in record dates between the classes.

(ii)Potential conflicts of interest resulting from different classes paying/

reinvesting dividends on different days.

Although Mutual Fund Shares and ETF Shares may both pay cash dividends, the cash

payment date for Mutual Fund Shares is expected to be one or more business days before the

cash payment date for ETF Shares. To avoid a potential conflict from the situation where the

dividends to be paid to the ETF Class remain invested for the benefit of the entire Multi-Class

ETF Fund, the cash held to pay dividends would be held in a custodial account and would not be

invested outside of participation in cash sweep vehicles (including money market funds),

custodial credit earning programs, or interest-bearing accounts. Applicants anticipate any

earnings on such cash held to be negligible.

With respect to dividend reinvestment, shareholders in the Mutual Fund Class who wish

to reinvest their dividends will be able to do so on the ex-dividend date and, in certain cases, may

be able to reinvest the cash dividend automatically in additional Mutual Fund Shares.

Shareholders in the ETF Class who wish to reinvest their dividends will generally not be able to

reinvest their dividends until several days later, after the cash payments have been received by

the ETF Class shareholders for reinvestment, and may reinvest such amounts automatically in

additional ETF Shares only to the extent the broker-dealer through which an investor buys the

ETF Shares offers an ETF dividend reinvestment program. The delay between the ex-dividend

date and the payment/reinvestment date occurs for all ETFs, whether they are stand-alone ETFs

or part of a multi-class structure, and regardless of whether an ETF shareholder elects to reinvest

dividends.

As a result of the difference in when dividends are paid and received for reinvestment,

Mutual Fund Class shareholders who reinvest dividends will be continuously invested, while

ETF Class shareholders who reinvest will be "out of the market" for several days with respect to

the amount of the dividend. This difference will affect the relative performance of the classes

because, during the period when the dividend is out of the market, ETF Class shareholders will

not receive income or experience appreciation or depreciation on the amount of the dividend.

Applicants do not believe that this economic difference will be significant.

Applicants do not believe that this difference between Mutual Fund Classes and ETF

Classes resulting from the different dividend payment schedules is inconsistent with the purposes

underlying Section 18 of the Act for the following reasons:

•As noted above, Applicants do not believe the potential performance difference will

be significant.

•Applicants do not believe that the potential performance difference will consistently

favor one class over the other. Because share prices may move up or down, the

payment delay experienced by ETF Class shareholders may help or hurt investment

performance depending upon market conditions.

•Section 18 does not guarantee equality of performance among different classes of the

same Multi-Class ETF Fund. Indeed, different classes will always have different

performance as a result of the different expense ratios that apply to the classes.

Typically, those performance differences are far greater than the performance

differences that will result from different classes having different dividend payment

dates.

•The use of different dividend payment dates is a necessary consequence of the fact

that ETF Shares are exchange-traded while Mutual Fund Shares are not. The delay

between the ex-dividend date and the payment date is an inherent feature of any ETF

that investors currently must accept in order to obtain the other inherent features of

the exchange-traded structure, such as intra-day trading.

•The delay between the ex-dividend date and the payment date cannot be avoided; it

would exist whether an ETF was structured as a separate share class of a multi-class

fund or as a stand-alone fund.

(iii)Potential inequitable voting power.

As noted, Section 18(i) provides that "every share of stock . . . issued by a registered

management investment company . . . shall be a voting stock and have equal voting rights with

every other outstanding voting stock." Because shareholders of each Multi-Class ETF Fund have

voting rights based on the number of shares owned (including fractional shares) or the dollar

amount of shares owned (including fractional dollar amounts), and because the shareholders in

the Mutual Fund Class may be able to reinvest dividends sooner than shareholders in the ETF

Class, each Mutual Fund Class shareholder could obtain more voting power than an ETF Class

shareholder in the days immediately following an ex-dividend date.

In addition, because shareholders of each Daily/Monthly Declaration Multi-Class ETF

Fund may have voting rights based on the NAV of their shares, the accrual of dividends in the

NAV of ETF Shares and not Mutual Fund Shares could have an effect on the voting power of the

respective classes of a Daily/Monthly Declaration Multi-Class ETF Fund. However, Applicants

expect that this effect will be minor because the intra-month difference in NAV of the respective

classes due to the accrual of dividends is not expected to be significant with respect to proxy

voting.

Applicants believe that their proposed treatment of voting rights meets the standards of

Section 18(i) because every share issued by the Multi-Class ETF Funds will have equal voting

rights in that each share will be entitled to one vote per share and a fractional vote per fractional

share or, alternatively, one vote per each dollar of NAV (number of shares owned multiplied by

the NAV per share) and a fractional vote per each fractional dollar amount, in each case as

described in the applicable Fund's organizational documents. While the voting power of a

Mutual Fund Class shareholder arguably could be different due to the ability to reinvest

dividends more quickly or due to the fact that NAV of the Mutual Fund Class for a Daily/

Monthly Declaration Multi-Class ETF Fund would not include accrued dividends, voting power

and voting rights are not necessarily the same thing. Even if one takes the position that the ETF

Class and Mutual Fund Class(es) have different voting rights as a result of their different

dividend policies, Applicants' proposal merits an exemption from Section 18(i) because, given

the immaterial difference in voting power between these classes, it is extremely unlikely that the

outcome of a proxy vote would ever be affected. In addition, Applicants note that proxy votes

are expected to be infrequent, and Applicants will endeavor to establish the date of any proxy

vote at a time when there would be less potential for disparities in voting power between the

classes (e.g., shortly, but not immediately, after ex-dividend date for the ETF Class).

(iv)Cross-Subsidization.

As discussed above in section IV.C. of the Application, the Commission recently has

expressed concern in the context of the Adopting Release that the cash flows associated with

Mutual Fund Classes could impact a Multi-Class ETF Fund's portfolio, generating costs that

shareholders of all classes, including the ETF Class, would share. This potential for "cross-

subsidization" between the classes might be viewed as a potential conflict between the classes,

and Applicants will consider it as such under the monitoring, evaluation, oversight and approval

processes described in the Application. However, Applicants note as an initial matter that an

inherent part of the mutual fund structure is the fact that some investors in the mutual fund will

transact with the mutual fund more frequently than others, which may generate transaction costs

and tax realizations that are experienced by all shareholders, including non-transacting

37 Adopting Release at 116.

38 Adopting Release at 124.

shareholders. In this regard, the creation of an ETF Class could permit shareholders that wish to

purchase and sell shares on a more frequent basis to do so through secondary market trading of

ETF Shares rather than through purchases and redemptions of Mutual Fund Shares. Because

such secondary market transactions would not impact the portfolio of a Multi-Class ETF Fund,

the existence of the ETF Class could reduce transaction costs and adverse tax consequences for

the Multi-Class ETF Fund as a general matter, a benefit that would be shared by all Multi-Class

ETF Fund shareholders.

Applicants also note that the sharing of portfolio transaction costs and tax realizations at

the portfolio level is a characteristic of all multi-class funds that operate under Rule 18f-3. For

example, even though different classes may be offered to different types of investors that may

have different levels of transaction activity or different transaction sizes (e.g., institutional

investors, retail investors), Rule 18f-3 does not seek to isolate the portfolio transaction costs or

any tax realizations caused by cash inflows and outflows to the specific class "responsible" for

that transaction activity. Instead of seeking to allocate such costs, Rule 18f-3 requires that the

Board, including a majority of the Independent Directors, determine that the multiple class plan

for the Fund is in the best interests of each class individually and of the Fund as a whole.

Applicants generally propose to take the same approach with respect to a Fund that would

offer Mutual Fund Classes and an ETF Class. However, in light of the Commission concerns,

Applicants propose terms and conditions to the requested relief that will help ensure that the

Advisor and the Board, including the Independent Directors, are keenly focused on these issues

as an initial and ongoing matter. As noted above, Applicants believe that shareholders of both

Mutual Fund Classes and an ETF Class of certain Funds would benefit from the Multi-Class ETF

Fund structure. As addressed in the next section, Applicants also will take steps to inform and

educate investors regarding the characteristics of the Multi-Class ETF Fund structure, including

the potential that transactions through one class could generate portfolio transaction costs and tax

consequences for shareholders in other classes.

C.Investor Confusion. With respect to the issue of investor confusion, Applicants

intend to take numerous steps that Applicants believe will minimize or eliminate any potential

for investor confusion. At the outset, Applicants believe the potential for confusion is limited.

Applicants note that ETFs have been in existence for more than twenty-five years, and some

ETFs are so popular that they consistently are among the highest volume securities on the

Exchange on which they trade. As a general matter, it appears that investors are familiar with the

concept of ETF shares and understand the fundamental differences between them and

conventional mutual fund shares, regardless of whether the ETF shares are issued by ETFs or

through ETF classes. As the Commission noted in the Adopting Release, "ETF investors have

grown familiar with ETFs and the fundamental distinctions between ETFs and mutual funds,"

and the Commission therefore determined that Rule 6c-11 did not need to include special

disclosure requirements to highlight the ways in which mutual funds and ETFs differ.37 Further,

even though Rule 6c-11 does not include exemptive relief to permit ETF Classes, the

Commission did consider the disclosure requirements that apply to ETF Classes at the time of the

rulemaking, and its amendments to Form N-1A regarding ETF trading costs apply equally to

ETFs and ETF Classes.38 Applicants also believe that it is unlikely that any investor acquiring

ETF Shares through the Exchange Privilege, if available, will do so without understanding the

differences between the classes, since an investor would make an exchange only if the investor

wanted to own shares with different characteristics.

Notwithstanding the limited potential for confusion, Applicants will take numerous steps

to ensure that investors clearly understand the structure of a Multi-Class ETF Fund and the

differences between Mutual Fund Shares and ETF Shares (collectively, "Disclosure Steps"),

including:

•Different products, different names. All references to the ETF Shares will use a

generic term such as "ETF" in connection with such shares, or a form of trade name,

as determined by the Advisor, indicating that the shares are exchange-traded, rather

than the Fund name.

•Separate prospectuses. There will be separate prospectuses for a Multi-Class ETF

Fund's ETF Shares and Mutual Fund Shares.

•Prominent disclosure that the Multi-Class ETF Fund offers an ETF Class and one or

more Mutual Fund Classes. Each Mutual Fund Class of a Multi-Class ETF Fund will

prominently disclose in its prospectus and on its website that the Multi-Class ETF

Fund offers an ETF Class, and each ETF Class of a Multi-Class ETF Fund will

prominently disclose in its prospectus and on its website that it offers one or more

Mutual Fund Classes.

•Prominent disclosure in the ETF Shares Prospectus. The cover and summary section

of a Multi-Class ETF Fund's ETF Shares prospectus will include disclosure that the

ETF Shares are listed on an Exchange and are not individually redeemable.

•Disclosure about the Exchange Privilege in the Mutual Fund Shares Prospectus. To

the extent Mutual Fund Shares may be converted into ETF Shares as part of an

Exchange Privilege, a Multi-Class ETF Fund's Mutual Fund Shares prospectus will

contain appropriate disclosure about the ETF Shares and the Exchange Privilege.

•No reference to ETF Shares as a mutual fund investment. The ETF Shares will not be

marketed as a mutual fund investment. Marketing materials may refer to ETF Shares

as an interest in an investment company or Multi-Class ETF Fund, but will not make

reference to a "mutual fund" except to compare or contrast the ETF Shares with

Mutual Fund Shares. Where appropriate, there may be express disclosure that ETF

Shares are not a mutual fund product.

•Disclosure regarding dividends. The prospectus for each Multi-Class ETF Fund's

ETF Shares will disclose, to the extent applicable, that shareholders of ETF Shares

will generally receive cash dividend payments later than shareholders of Mutual Fund

Shares and may reinvest such cash automatically in additional ETF Shares only if the

broker through whom the investor purchased shares makes such option available.

Daily/Monthly Declaration Multi-Class ETF Funds also will describe the applicable

dividend declaration dates for the Mutual Fund Class (daily) or the ETF Class

(monthly) in the relevant prospectus for each class.

•Educational material. The Fund will provide plain English disclosure on its website

about ETF Shares and how they differ from Mutual Fund Shares.

39 See supra footnote 5.

•Disclosure of relief and risks. For each Multi-Class ETF Fund, the prospectus(es) for

each of the Mutual Fund Class(es) and the prospectus for the ETF Class will: include

appropriate disclosure in its registration statement regarding the multi-class structure,

the key characteristics of, and any risks associated with, the multi-class structure,

including the potential that transactions through one class could generate portfolio

transaction costs and tax consequences for shareholders in other classes; and disclose

the existence, substance and effect of any order granted pursuant to the Application.

Applicants believe that the efforts outlined above will ensure that every interested investor will

understand the differences between Mutual Fund Shares and ETF Shares. Investors therefore

will be able to assess whether they wish to invest in the Multi-Class ETF Fund, and through

which type of class.

c.Precedent

As noted above, the Commission has granted the requested relief on four previous

occasions between 2000 and 2007, and more recently in the Dimensional Order.39 Applicants

seek the same relief as recently granted in the Dimensional Order, subject to the same conditions

that reflect the adoption of Rule 6c-11 and that address the concerns expressed by the

Commission in the Adopting Release relating to ETF Class Relief. Applicants believe that the

Advisor and the Board will be well-positioned to determine whether it is appropriate for a given

Fund to offer both Mutual Fund Classes and an ETF Class and to evaluate this structure on an

initial and ongoing basis, as required by the conditions. In addition, one of the conditions would

require each Multi-Class ETF Fund to make certain specific disclosures designed to help

investors understand the Multi-Class ETF Fund structure and the potential conflicts of interest

that may arise between an ETF Class and Mutual Fund Class(es).

VII.CONDITIONS

Applicants agree that any order of the Commission granting the requested relief will be

subject to the following conditions:

1.A Multi-Class ETF Fund will operate an ETF Class as an "exchange-traded fund" in

compliance with the requirements of Rule 6c-11 under the Act, except that a Multi-Class

ETF Fund will list only one class of its shares on an Exchange and also may offer an

Exchange Privilege, and will comply with the requirements of Form N-1A and reporting

forms such as Form N-CEN applicable to exchange-traded funds that rely on Rule 6c-11.

2.A Multi-Class ETF Fund will comply with Rule 18f-3 under the Act, except to the extent

that the ETF Class and Mutual Fund Class have different rights and obligations as

described in the Application. As required by Rule 18f-3, before the first issuance of ETF

Shares, and before any material amendment of a written plan under Rule 18f-3 to include

an ETF Class, a majority of the directors of a Fund, and a majority of the Independent

Directors, shall find that the plan is in the best interests of each Mutual Fund Class and

the ETF Class individually and of the Multi-Class ETF Fund as a whole.

3.To assist in the initial Board consideration of the appropriateness of operating a Multi-

Class ETF Fund that has both an ETF Class and Mutual Fund Class(es), the Advisor shall

prepare and deliver to the Board the Initial Advisor Report as described in the

Application. The Initial Advisor Report will assist the Board in its finding pursuant to

condition 2 and in evaluating the potential for any conflicts between the Mutual Fund

Class(es) and the ETF Class based on current and historical information, as applicable.

4.The Advisor will recommend for the Board's approval the Ongoing Monitoring Process

designed to help determine whether a Multi-Class ETF Fund has encountered any issues

relating to the multi-class structure, including any conflicts between the Mutual Fund

Class(es) and the ETF Class.

5.Each Multi-Class ETF Fund will be subject to an Ongoing Monitoring Process that is

approved by the Board, and the Board of the Multi-Class ETF Fund periodically, but no

less frequently than annually, will evaluate the multiple class plan of the Multi-Class ETF

Fund. A majority of the directors of a Multi-Class ETF Fund, and a majority of the

Independent Directors, shall find that the multiple class plan continues to be in the best

interests of each Mutual Fund Class and the ETF Class individually and of the Multi-

Class ETF Fund as a whole.

6.To inform this periodic evaluation, the Advisor shall prepare and deliver to the Board of

the Multi-Class ETF Fund the Ongoing Advisor Report as described in the Application.

The Board will consider whether the Ongoing Advisor Report suggests any issues

relating to the multi-class structure, including conflicts between the Mutual Fund

Class(es) and the ETF Class, that require additional Board action.

7.Each Multi-Class ETF Fund will take the Disclosure Steps outlined in the Application.

8.In addition to complying with Rule 6c-11(d) under the Act, each Multi-Class ETF Fund

will preserve for a period not less than six years, the first two in an easily accessible

place, (i) any documents created pursuant to the requirements in conditions 2, 3, 5, and 6;

and (ii) any documents created pursuant to the Ongoing Monitoring Process that evidence

a Multi-Class ETF Fund has exceeded or not exceeded an established threshold, as well

as any documents provided to the Board as part of the Ongoing Monitoring Process.

9.The requested ETF Operational Relief and ETF Class Relief to operate one or more

Multi-Class ETF Funds will expire on the compliance date (or such other date established

by the Commission) of any Commission rule under the Act that provides relief permitting

the operation of a Multi-Class ETF Fund structure.

VIII.PROCEDURAL MATTERS

All of the requirements for execution and filing of this Application on behalf of

Applicants have been complied with in accordance with the applicable organizational documents

of Applicants, and the undersigned officers of Applicants are fully authorized to execute this

Application. The authorizations of Applicants, including the resolutions of Applicants

authorizing the filing of this Application, required by Rule 0-2(c) under the Act are included as

Exhibits A-1 through A-2 to this Application. The verifications required by Rule 0-2(d) under the

Act are included as Exhibits B-1 through B-2 to this Application.

Pursuant to Rule 0-2(f) under the Act, Applicants state that the Advisor's address is 150

South Fifth Street, Suite 1700, Minneapolis, MN 55402 and the Company's address is 615 East

Michigan Street, Milwaukee, WI 53202, and that all written communications regarding this

Application should be directed to the individuals and addresses indicated on the first page of this

Application.

Applicants desire that the Commission issue the requested order pursuant to Rule 0-5

under the Act without conducting a hearing.

IX.CONCLUSION

For the foregoing reasons, Applicants respectfully request that the Commission issue an

order under Sections 6(c) and 17(b) of the Act granting the relief requested in the Application.

Applicants submit that the requested exemptions are necessary or appropriate in the public

interest, consistent with the protection of investors and consistent with the purposes fairly

intended by the policy and provisions of the Act. In addition, Applicants submit that the terms of

the proposed transactions are reasonable and fair, including the consideration to be paid or

received, and do not involve overreaching on the part of any person concerned, that the proposed

transactions are consistent with the policy of each registered investment company concerned, and

that the proposed transactions are consistent with the general purposes of the Act.

Applicants have caused this Application to be duly signed on their behalf on April 24,

2026.


LEUTHOLD GROUP, LLC

By:	/s/ Glenn R. Larson
	Name: Glenn R. Larson
	Title: Chief Compliance Officer

MANAGED PORTFOLIO SERIES

By:	/s/ Brian R. Wiedmeyer
	Name: Brian R. Wiedmeyer
	Title: President

EXHIBITS TO APPLICATION

The following materials are made a part of the Application and are attached hereto:

DesignationDocument

Exhibits A-1 through A-2Authorizations

Exhibits B-1 through B-2Verifications

Exhibit A-1

AUTHORIZATION

MANAGED PORTFOLIO SERIES

I, Brian R. Wiedmeyer, do hereby certify that I am the President of Managed Portfolio Series

(the "Company"). I further certify that the following resolutions were duly adopted by the

directors of the Company with respect to an application (the "Exemptive Application") for an

order pursuant to Sections 6(c) and 17(b) of the Act, exempting Leuthold Group, LLC dba

Leuthold Weeden Capital Management ("Leuthold") from certain provisions of the Act, as

described in the Exemptive Application, to permit certain existing and future portfolios of the

Company that are advised by Leuthold (and affiliated investment companies) to offer classes of

exchange-traded shares in addition to classes of mutual fund shares, and that such resolutions

have not been revoked, modified, rescinded, or amended and are in full force and effect:

WHEREAS, the Board of Trustees (the "Board") of Managed Portfolio Series

(the "Trust") has determined that it is appropriate for the Trust and Leuthold

Group LLC dba Leuthold Weeden Capital Management ("Leuthold") to seek

exemptive relief under Section 6(c) of the Investment Company Act of 1940, as

amended (the "1940 Act"), for an order of exemption from Sections 2(a)(32),

5(a)(1), 18(f)(1), 18(i), 22(d) and 22(e) of the 1940 Act and Rule 22c-1 under the

Act, and pursuant to 6(c) and 17(b) of the 1940 Act, for an order of exemption

from Sections 17(a)(1) and 17(a)(2) of the 1940 Act, to permit existing and future

series of the Trust advised by Leuthold (each, a "Fund", and together, the

"Funds") to offer a class of exchange-traded shares in addition to each Fund's

class of shares that are not exchange-traded (the "Application").

NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Board approve, in

the name and on behalf of the Trust, the Application as discussed and summarized

at this Meeting, with such modifications, amendments, supplements and exhibits

thereto, as any officer of the Trust, with the advice of counsel, approves as

necessary, desirable or appropriate, such approval to be conclusively evidenced

by such changes; and it is

FURTHER RESOLVED, that the officers of the Trust be, and each of them

hereby is, authorized and directed to prepare or cause to be prepared, execute and

file the Application with the U.S. Securities and Exchange Commission, and to

take such additional actions, including, but not limited to, amendment or

withdrawal of the Application, and to execute and deliver on behalf of the Trust

such other documents or instruments as they deem necessary or appropriate in

furtherance of the above resolution, their authority therefore to be conclusively

evidenced by the taking of any such actions or execution or delivery of any such

document; and it is

FURTHER RESOLVED, that the officers of the Trust be, and they hereby are,

authorized and directed to do and perform any and all further acts and things

which are necessary or appropriate to carry out the foregoing resolutions.

IN WITNESS WHEREOF, I have hereunder subscribed my name to this Certificate as of this

April 24, 2026.


By:	/s/ Brian R. Wiedmeyer
	Name: Brian R. Wiedmeyer
	Title: President

Exhibit A-2

AUTHORIZATION

LEUTHOLD GROUP, LLC

I, Glenn R. Larson, do hereby certify that I am the Chief Compliance Officer of Leuthold Group,

LLC dba Leuthold Weeden Capital Management, ("Advisor"). I further certify that the following

resolutions were duly adopted under appropriate authority on behalf of the general partner of the

Advisor and that such resolutions have not been revoked, modified, rescinded, or amended and

are in full force and effect:

RESOLVED, that the officers of the Advisor be, and each of them hereby is, authorized

and instructed to prepare, or to cause to be prepared, and to execute and file with the

SEC, in consultation with counsel, an application, and any amendments thereto, for an

order pursuant to Sections 6(c) and 17(b) of the Investment Company Act of 1940

("Act") granting exemptions from certain provisions of the Act to permit open-end

investment companies registered under the Act and advised by the Advisor (or its

affiliates) to offer classes of exchange-traded shares in addition to classes of mutual fund

shares; and

FURTHER RESOLVED, that the officers of the Advisor be, and each of them hereby is,

authorized and instructed to take any and all actions that each of them, in his or her sole

discretion, deems necessary and appropriate to carry out the intent and accomplish the

purpose of the foregoing resolution.

IN WITNESS WHEREOF, I have hereunder subscribed my name to this Certificate as of this

April 24, 2026.


By:	/s/ Glenn R. Larson
	Name: Glenn R. Larson
	Title: Chief Compliance Officer

Exhibit B-1

VERIFICATION

The undersigned states that he has duly executed the attached application for exemption

dated April 24, 2026, for and on behalf of Managed Portfolio Series, that he is the President of

Managed Portfolio Series, and that all actions by stockholders, directors and other bodies

necessary to authorize the undersigned to execute and file such instrument have been taken. The

undersigned further says that he is familiar with such instrument, and the contents thereof, and

that the facts therein set forth are true to the best of his knowledge, information and belief.


MANAGED PORTFOLIO SERIES

By:	/s/ Brian R. Wiedmeyer
	Name: Brian R. Wiedmeyer
	Title: President

Exhibit B-2

VERIFICATION

The undersigned states that he has duly executed the attached application for exemption

dated April 24, 2026, for and on behalf of Leuthold Group, LLC dba Leuthold Weeden Capital

Management, and that all actions to authorize the undersigned to execute and file such

instrument have been taken. The undersigned further says that he is familiar with such

instrument, and the contents thereof, and that the facts therein set forth are true to the best of his

knowledge, information and belief.


LEUTHOLD GROUP, LLC

By:	/s/ Glenn R. Larson
	Name: Glenn R. Larson
	Title: Chief Compliance Officer

Managed Portfolio Series published this content on April 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 24, 2026 at 17:32 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]

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