Managed Portfolio Series
03/09/2026 | Press release | Distributed by Public on 03/09/2026 13:21
Annual Report by Investment Company (Form N-CSR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22525
Managed Portfolio Series
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)
Brian Wiedmeyer, President
Managed Portfolio Series
c/o U.S. Bank Global Fund Services
777 East Wisconsin Ave., 6th Floor
Milwaukee, WI 53202
(Name and address of agent for service)
(414) 516-1712
Registrant's telephone number, including area code
Date of fiscal year end: 12/31/2025
Date of reporting period: 12/31/2025
Item 1. Reports to Stockholders.
| (a) |
|
Muhlenkamp Fund
|
||
|
MUHLX
|
||
|
Annual Shareholder Report | December 31, 2025
|
This annual shareholder reportcontains important information about the Muhlenkamp Fund for the period of January 1, 2025, to December 31, 2025. You can find additional information about the Fund at https://muhlenkamp.com/. You can also request this information by contacting us at 1-800-860-3863.
WHAT WERE THE FUND COSTS FOR THE PAST YEAR? (based on a hypothetical $10,000 investment)
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
Muhlenkamp Fund
|
$131
|
1.20%
|
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
On average during the year the Fund was overweight Industrials, Energy, Financials, and Materials and underweight Information Technology, Health Care, Consumer Discretionary, Communication Services, Consumer Staples, Utilities, and Real Estate relative to the sector weighting of our benchmark, the S&P 500 Index. On average during the year the Fund held 10.74% cash.
The total underperformance of 0.06% is due to asset allocation. Stock selection resulted in 6.60% of relative outperformance. In plain English, there was no meaningful difference between our performance and our benchmark's performance. The S&P 500's return in 2025 was driven by technology companies involved in deploying artificial intelligence products. Our return was driven by our gold-related holdings (see next paragraph). Coincidentally, both approaches arrived at nearly the same performance by the end of the year.
The top three contributors to the Fund's performance in 2025 were Newmont Corporation (NEM), which was up 172.78% for the year and added 5.78% to Fund performance, Agnico Eagle Mines (AEM), which was up 119.50% for the year and added 3.85% to Fund performance, and Royal Gold Inc. (RGLD), which was up 70.45% for the year and added 2.58% to Fund performance. The three positions which detracted the most from Fund performance were UnitedHealth Group Inc. (UNH), which fell by 38.18% and reduced the Fund's return by 1.46%; Dow Inc. (DOW), which fell by 36.86% and reduced the Fund's return by 1.21%; and Celanese Corp. (CE), which fell by 22.37% and reduced the Fund's returns by 0.74%. Options were not employed by the Fund this year. At year end, the Fund held three foreign based companies: Agnico Eagle Mines LTD (AEM) based in Canada, Tencent Holdings ADR (TCEHY) based in China, and Icon PLC (ICLR) based in Ireland.
Economically, 2025 was benign. U.S. CPI inflation was between 2.4% and 3.0% throughout the year and ended in the middle of that range at 2.7%. Real GDP growth was -0.60% in the first quarter, 3.80% in the second quarter, and 4.30% in the third quarter (fourth quarter numbers have not yet been released). The U-3 unemployment rate began the year at 4.0% and rose to 4.4% by the end of the year. The rising unemployment and acceptable inflation rates prompted the Federal Reserve to cut the Federal Funds Rate by 0.25% in September, October, and December. The Federal Reserve continued to shrink its balance sheet until early December, at which time they announced they would begin expanding the balance sheet again at a rate of up to $40 billion per month. Tariffs announced by the Trump Administration in April created short-term volatility in asset markets but it's hard to find their impact in the economic figures and the market impact was gone by mid-year.
Management's primary strategy of purchasing undervalued securities resulted in our slight underperformance relative to the S&P 500 during 2025.
HOW DID THE FUND PERFORM OVER THE PAST 10 YEARS?*
The $10,000 chart reflects a hypothetical $10,000 investment in the class of shares noted and assumes the maximum sales charge. The chart uses total return NAV performance and assumes reinvestment of dividends and capital gains. Fund expenses, including management fees and other expenses were deducted.
| Muhlenkamp Fund | PAGE 1 | TSR-AR-56166Y438 |
CUMULATIVE PERFORMANCE (Initial Investment of $10,000)
ANNUAL AVERAGE TOTAL RETURN (%)
|
1 Year
|
5 Year
|
10 Year
|
|
|
Muhlenkamp Fund
|
17.82
|
14.60
|
9.63
|
|
S&P 500 TR
|
17.88
|
14.42
|
14.82
|
|
CONSUMER PRICE INDEX-CPI - UNADJUSTED IDX
|
2.68
|
4.46
|
3.20
|
Visit https://muhlenkamp.com/for more recent performance information.
| * | The Fund's past performance is not a good predictor of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. |
KEY FUND STATISTICS (as of December 31, 2025)
|
Net Assets
|
$248,584,771
|
|
Number of Holdings
|
24
|
|
Net Advisory Fee
|
$2,362,047
|
|
Portfolio Turnover
|
16%
|
WHAT DID THE FUND INVEST IN? (as of December 31, 2025)*
|
Top Sectors
|
(%)
|
|
Materials
|
25.6%
|
|
Industrials
|
18.1%
|
|
Financials
|
13.9%
|
|
Information Technology
|
10.9%
|
|
Energy
|
9.3%
|
|
Health Care
|
8.6%
|
|
Communication Services
|
2.8%
|
|
Other Sectors
|
5.3%
|
|
Cash & Cash Equivalents
|
5.5%
|
|
Top 10 Issuers
|
(%)
|
|
Newmont Corp.
|
8.1%
|
|
Agnico Eagle Mines Ltd.
|
6.2%
|
|
EQT Corp.
|
6.2%
|
|
Rush Enterprises, Inc.
|
6.1%
|
|
MasTec, Inc.
|
5.7%
|
|
First American Government Obligations Fund
|
5.5%
|
|
Royal Gold, Inc.
|
5.5%
|
|
McKesson Corp.
|
5.4%
|
|
Berkshire Hathaway, Inc.
|
5.1%
|
|
NMI Holdings, Inc.
|
5.0%
|
|
Industry
|
(%)
|
|
Metals & Mining
|
21.6%
|
|
Financial Services
|
10.0%
|
|
Trading Companies & Distributors
|
9.2%
|
|
Oil, Gas & Consumable Fuels
|
6.2%
|
|
Construction & Engineering
|
5.7%
|
|
Health Care Providers & Services
|
5.4%
|
|
Chemicals
|
4.0%
|
|
Software
|
3.9%
|
|
Other Industries
|
28.5%
|
|
Cash & Cash Equivalents
|
5.5%
|
| * | The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor's Financial Services LLC ("S&P"). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC. |
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit https://muhlenkamp.com/.
| Muhlenkamp Fund | PAGE 2 | TSR-AR-56166Y438 |
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Muhlenkamp & Company, Inc. documents not be householded, please contact Muhlenkamp & Company, Inc. at 1-800-860-3863, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Muhlenkamp & Company, Inc. or your financial intermediary.
| Muhlenkamp Fund | PAGE 3 | TSR-AR-56166Y438 |
| (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 is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant's board of trustees has determined that it does not have an audit committee financial expert serving on its audit committee. At this time, the registrant believes that the experience provided by each member of the audit committee together offers the registrant adequate oversight for the registrant's level of financial complexity.
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. There were no "Other Services" provided by the principal accountant. 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 12/31/2025 | FYE 12/31/2024 | |
| (a) Audit Fees | $18,500 | $17,750 |
| (b) Audit-Related Fees | $0 | $0 |
| (c) Tax Fees | $5,000 | $5,000 |
| (d) All Other Fees | $0 | $0 |
(e)(1) 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.
(e)(2) The percentage of fees billed by Cohen & Company applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
| FYE 12/31/2025 | FYE 12/31/2024 | |
| Audit-Related Fees | 0% | 0% |
| Tax Fees | 0% | 0% |
| All Other Fees | 0% | 0% |
(f) Not applicable.
(g) 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 12/31/2025 | FYE 12/31/2024 |
| Registrant | $0 | $0 |
| Registrant's Investment Adviser | $0 | $0 |
(h) 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.
Item 6. Investments.
| (a) | Schedule of Investments is included within the financial statements filed under Item 7 of this Form. |
| (b) | Not applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.
| (a) |
Muhlenkamp Core Financial Statements
December 31, 2025
|
|
|||
|
What's Inside
|
|||
|
Schedule of Investments
|
|
|
1
|
|
Statement of Assets and Liabilities
|
|
|
2
|
|
Statement of Operations
|
|
|
3
|
|
Statements of Changes in Net Assets
|
|
|
4
|
|
Financial Highlights
|
|
|
5
|
|
Notes to Financial Statements
|
|
|
6
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
12
|
|
ADDITIONAL INFORMATION
|
|
|
13
|
|
|
|
|
|
TABLE OF CONTENTS
Muhlenkamp Fund
Schedule of Investments
December 31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
|
COMMON STOCKS - 91.3%
|
|
||||||
|
Capital Markets - 3.9%
|
|
|
|||||
|
BGC Group, Inc. - Class A
|
|
|
1,087,526
|
|
|
$9,711,607
|
|
|
Chemicals - 4.0%
|
|
|
|
|
|
||
|
Celanese Corp. - Series A
|
|
|
121,740
|
|
|
5,147,167
|
|
|
LyondellBasell Industries NV - Class A
|
|
|
108,327
|
|
|
4,690,559
|
|
|
|
|
|
|
9,837,726
|
|
||
|
Construction & Engineering - 5.7%
|
|
||||||
|
MasTec, Inc.(a)
|
|
|
64,852
|
|
|
14,096,879
|
|
|
Energy Equipment & Services - 3.1%
|
|
||||||
|
SLB Ltd.
|
|
|
202,576
|
|
|
7,774,867
|
|
|
Financial Services - 10.0%
|
|
|
|
|
|
||
|
Berkshire Hathaway, Inc. - Class B(a)
|
|
|
25,199
|
|
|
12,666,277
|
|
|
NMI Holdings, Inc. - Class A(a)
|
|
|
301,687
|
|
|
12,305,813
|
|
|
|
|
|
|
24,972,090
|
|
||
|
Health Care Providers & Services - 5.4%
|
|
||||||
|
McKesson Corp.
|
|
|
16,357
|
|
|
13,417,484
|
|
|
Household Durables - 2.1%
|
|
||||||
|
Taylor Morrison Home Corp.(a)
|
|
|
90,265
|
|
|
5,313,901
|
|
|
Interactive Media & Services - 2.8%
|
|
||||||
|
Tencent Holdings Ltd. - ADR
|
|
|
91,350
|
|
|
6,992,842
|
|
|
Life Sciences Tools & Services - 3.2%
|
|
||||||
|
ICON PLC(a)
|
|
|
43,680
|
|
|
7,959,370
|
|
|
Machinery - 3.2%
|
|
|
|
|
|
||
|
Wabtec Corp.
|
|
|
37,430
|
|
|
7,989,434
|
|
|
Metals & Mining - 21.6%
|
|
|
|||||
|
Agnico Eagle Mines Ltd.
|
|
|
91,495
|
|
|
15,511,147
|
|
|
Equinox Gold Corp.(a)
|
|
|
301,400
|
|
|
4,231,656
|
|
|
Newmont Corp.
|
|
|
201,900
|
|
|
20,159,715
|
|
|
Royal Gold, Inc.
|
|
|
61,614
|
|
|
13,696,176
|
|
|
|
|
|
|
53,598,694
|
|
||
|
Oil, Gas & Consumable Fuels - 6.2%
|
|
||||||
|
EQT Corp.
|
|
|
287,945
|
|
|
15,433,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
|
Semiconductors & Semiconductor Equipment - 3.1%
|
|
||||||
|
Microchip Technology, Inc.
|
|
|
119,059
|
|
|
$7,586,439
|
|
|
Software - 3.9%
|
|
|
|
|
|
||
|
Microsoft Corp.
|
|
|
20,097
|
|
|
9,719,311
|
|
|
Technology Hardware, Storage & Peripherals - 3.9%
|
|
||||||
|
Apple, Inc.
|
|
|
35,700
|
|
|
9,705,402
|
|
|
Trading Companies & Distributors - 9.2%
|
|
||||||
|
Rush Enterprises, Inc. - Class A
|
|
|
280,456
|
|
|
15,127,797
|
|
|
United Rentals, Inc.
|
|
|
9,500
|
|
|
7,688,540
|
|
|
|
|
|
|
22,816,337
|
|
||
|
TOTAL COMMON STOCKS
(Cost $101,915,748)
|
|
|
|
|
226,926,235
|
|
|
|
EXCHANGE TRADED FUNDS - 3.3%
|
|
||||||
|
Alerian MLP ETF
|
|
|
174,245
|
|
|
8,193,000
|
|
|
TOTAL EXCHANGE TRADED FUNDS
(Cost $4,745,612)
|
|
|
8,193,000
|
|
|||
|
MONEY MARKET FUNDS - 5.5%
|
|
||||||
|
First American Government Obligations Fund - Class X, 3.67%(b)
|
|
|
13,732,134
|
|
|
13,732,134
|
|
|
TOTAL MONEY MARKET FUNDS
(Cost $13,732,134)
|
|
|
13,732,134
|
|
|||
|
TOTAL INVESTMENTS - 100.1%
(Cost $120,393,494)
|
|
|
248,851,369
|
|
|||
|
Liabilities in Excess of Other Assets - (0.1)%
|
|
|
|
|
(266,598)
|
|
|
|
TOTAL NET ASSETS - 100.0%
|
|
|
$248,584,771
|
|
|||
|
|
|
|
|
|
|||
Percentages are stated as a percent of net assets.
The Global Industry Classification Standard ("GICS®") was developed by and/or is the exclusive property of MSCI, Inc. ("MSCI") and Standard & Poor's Financial Services LLC ("S&P"). GICS® is a service mark of MSCI and S&P and has been licensed for use by U.S. Bank Global Fund Services.
ADR - American Depositary Receipt
NV - Naamloze Vennootschap
PLC - Public Limited Company
|
(a)
|
Non-income producing security.
|
|
(b)
|
The rate shown represents the 7-day annualized yield as of December 31, 2025.
|
The accompanying notes are an integral part of these financial statements.
|
|
|
1
|
|
|
TABLE OF CONTENTS
Muhlenkamp Fund
Statement of Assets and Liabilities
December 31, 2025
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
Investments, at value
|
|
|
$248,851,369
|
|
|
Dividends receivable
|
|
|
118,508
|
|
|
Receivable for fund shares sold
|
|
|
80,213
|
|
|
Dividend tax reclaims receivable
|
|
|
2,299
|
|
|
Prepaid expenses and other assets
|
|
|
12,720
|
|
|
Total Assets
|
|
|
249,065,109
|
|
|
Liabilities:
|
|
|
|
|
|
Payable to Adviser
|
|
|
221,731
|
|
|
Payable for fund administration and accounting fees
|
|
|
73,726
|
|
|
Payable for capital shares redeemed
|
|
|
65,263
|
|
|
Payable for transfer agent fees and expenses
|
|
|
47,704
|
|
|
Payable for compliance fees
|
|
|
4,995
|
|
|
Payable for custodian fees
|
|
|
4,958
|
|
|
Payable for expenses and other liabilities
|
|
|
61,961
|
|
|
Total liabilities
|
|
|
480,338
|
|
|
Net Assets
|
|
|
$248,584,771
|
|
|
Net Assets Consists of:
|
|
|
|
|
|
Paid-in capital
|
|
|
$119,910,215
|
|
|
Total distributable earnings
|
|
|
128,674,556
|
|
|
Net assets
|
|
|
$248,584,771
|
|
|
Shares issued and outstanding(a)
|
|
|
3,404,689
|
|
|
Net asset value per share
|
|
|
$73.01
|
|
|
Cost:
|
|
|
|
|
|
Investments, at cost
|
|
|
$120,393,494
|
|
|
|
|
|
|
|
|
(a)
|
Unlimited shares authorized.
|
The accompanying notes are an integral part of these financial statements.
|
|
|
2
|
|
|
TABLE OF CONTENTS
Muhlenkamp Fund
Statement of Operations
For the Year Ended December 31, 2025
|
|
|
|
|
|
|
Investment Income:
|
|
|
|
|
|
Dividend income
|
|
|
$3,978,501
|
|
|
Less: issuance fees
|
|
|
(10,003)
|
|
|
Less: dividend withholding taxes
|
|
|
(21,959)
|
|
|
Total investment income
|
|
|
3,946,539
|
|
|
EXPENSES:
|
|
|
|
|
|
Investment advisory fee (See Note 3)
|
|
|
2,411,045
|
|
|
Fund administration and accounting fees (See Note 3)
|
|
|
218,128
|
|
|
Transfer agent fees (See Note 3)
|
|
|
163,179
|
|
|
Federal and state registration fees
|
|
|
28,194
|
|
|
Audit fees
|
|
|
23,558
|
|
|
Reports to shareholders
|
|
|
22,873
|
|
|
Trustees' fees
|
|
|
21,274
|
|
|
Legal fees
|
|
|
16,264
|
|
|
Compliance fees (See Note 3)
|
|
|
14,991
|
|
|
Custodian fees (See Note 3)
|
|
|
14,650
|
|
|
Other expenses and fees
|
|
|
11,845
|
|
|
Total Expenses
|
|
|
2,946,001
|
|
|
Excise Tax Expense (See Note 6)
|
|
|
9,917
|
|
|
Expense reimbursement by Adviser (See Note 3)
|
|
|
(48,998)
|
|
|
Expense reductions (See Note 7)
|
|
|
(3,750)
|
|
|
Net Expenses
|
|
|
2,903,170
|
|
|
Net Investment Income
|
|
|
1,043,369
|
|
|
Realized and Unrealized Gain
|
|
|
|
|
|
Net realized gain from:
|
|
|
|
|
|
Investments
|
|
|
8,099,026
|
|
|
Net realized gain
|
|
|
8,099,026
|
|
|
Net change in unrealized appreciation (depreciation) on:
|
|
|
|
|
|
Investments
|
|
|
30,460,990
|
|
|
Foreign currency translation
|
|
|
55
|
|
|
Net change in unrealized appreciation (depreciation)
|
|
|
30,461,045
|
|
|
Net realized and unrealized gain
|
|
|
38,560,071
|
|
|
Net Increase in Net Assets Resulting from Operations
|
|
|
$39,603,440
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
|
|
|
3
|
|
|
TABLE OF CONTENTS
Muhlenkamp Fund
Statements of Changes in Net Assets
|
|
|
|
|
|
|||
|
|
|
Year Ended December 31,
|
|
||||
|
|
2025
|
|
|
2024
|
|
||
|
Operations:
|
|
|
|
|
|
||
|
Net investment income
|
|
|
$1,043,369
|
|
|
$1,585,184
|
|
|
Net realized gain
|
|
|
8,099,026
|
|
|
16,837,542
|
|
|
Net change in unrealized appreciation (depreciation)
|
|
|
30,461,045
|
|
|
6,122,998
|
|
|
Net increase in net assets from operations
|
|
|
39,603,440
|
|
|
24,545,724
|
|
|
Distributions to Shareholders:
|
|
|
|
|
|
||
|
From earnings
|
|
|
(8,074,313)
|
|
|
(17,326,325)
|
|
|
Total distributions to shareholders
|
|
|
(8,074,313)
|
|
|
(17,326,325)
|
|
|
Capital Transactions:
|
|
|
|
|
|
||
|
Shares sold
|
|
|
9,093,955
|
|
|
13,443,881
|
|
|
Shares issued from reinvestment of distributions
|
|
|
7,476,417
|
|
|
16,070,274
|
|
|
Shares redeemed
|
|
|
(35,007,766)
|
|
|
(32,287,514)
|
|
|
Net decrease in net assets from capital transactions
|
|
|
(18,437,394)
|
|
|
(2,773,359)
|
|
|
Net Increase in Net Assets
|
|
|
13,091,733
|
|
|
4,446,040
|
|
|
Net Assets:
|
|
|
|
|
|
||
|
Beginning of the year
|
|
|
235,493,038
|
|
|
231,046,998
|
|
|
End of the year
|
|
|
$248,584,771
|
|
|
$235,493,038
|
|
|
Shares Transactions
|
|
|
|
|
|
||
|
Shares sold
|
|
|
133,522
|
|
|
202,772
|
|
|
Shares issued from reinvestment of distributions
|
|
|
100,126
|
|
|
250,785
|
|
|
Shares redeemed
|
|
|
(509,254)
|
|
|
(485,974)
|
|
|
Total decrease in shares outstanding
|
|
|
(275,606)
|
|
|
(32,417)
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
|
|
|
4
|
|
|
TABLE OF CONTENTS
Muhlenkamp Fund
Financial Highlights
|
|
|
|
|
|
||||||||||||
|
|
|
Year Ended December 31,
|
|
|||||||||||||
|
|
|
2025
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
|
2021
|
|
|
|
Per share data:
|
|
|||||||||||||||
|
Net asset value, beginning of year
|
|
|
$63.99
|
|
|
$62.23
|
|
|
$55.11
|
|
|
$57.21
|
|
|
$47.79
|
|
|
Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net investment income (loss)
|
|
|
0.33
|
|
|
0.46
|
|
|
0.71
|
|
|
0.22
|
|
|
(0.05)
|
|
|
Net realized and unrealized gain on investments(a)
|
|
|
11.12
|
|
|
6.36
|
|
|
6.96
|
|
|
1.43
|
|
|
13.91
|
|
|
Total from investment operations
|
|
|
11.45
|
|
|
6.82
|
|
|
7.67
|
|
|
1.65
|
|
|
13.86
|
|
|
Less Distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net investment income
|
|
|
(0.30)
|
|
|
(0.37)
|
|
|
(0.55)
|
|
|
(0.21)
|
|
|
-
|
|
|
Net realized gains
|
|
|
(2.13)
|
|
|
(4.69)
|
|
|
-
|
|
|
(3.54)
|
|
|
(4.44)
|
|
|
Total distributions
|
|
|
(2.43)
|
|
|
(5.06)
|
|
|
(0.55)
|
|
|
(3.75)
|
|
|
(4.44)
|
|
|
Net asset value, end of year
|
|
|
$73.01
|
|
|
$63.99
|
|
|
$62.23
|
|
|
$55.11
|
|
|
$57.21
|
|
|
Total return
|
|
|
17.82%
|
|
|
10.95%
|
|
|
13.92%
|
|
|
2.88%
|
|
|
29.02%
|
|
|
SUPPLEMENTAL DATA AND RATIOS:(b)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Net assets, end of year (in thousands)
|
|
|
$248,585
|
|
|
$235,493
|
|
|
$231,047
|
|
|
$276,778
|
|
|
$202,118
|
|
|
RATIO OF EXPENSES TO AVERAGE NET ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Before expense reimbursement/
recoupment/reductions
|
|
|
1.22%
|
|
|
1.24%
|
|
|
1.25%
|
|
|
1.22%
|
|
|
1.26%
|
|
|
After expense reimbursement/
recoupment/reductions
|
|
|
1.20%(c)
|
|
|
1.20%(c)
|
|
|
1.17%(c)(d)
|
|
|
1.10%(c)
|
|
|
1.10%
|
|
|
RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS
|
|
|
0.43%
|
|
|
0.66%
|
|
|
1.15%
|
|
|
0.39%
|
|
|
(0.08)%
|
|
|
Portfolio turnover rate
|
|
|
16%
|
|
|
9%
|
|
|
15%
|
|
|
15%(e)
|
|
|
8%(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the years, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the years.
|
|
(b)
|
Ratios do not include the income and expenses of the underlying funds in which the Fund invests.
|
|
(c)
|
The ratio includes expense reductions for minimum account maintenance fees deposited into the Fund. (See Note 7).
|
|
(d)
|
Prior to May 1, 2023, the annual expense limitation was 1.10% of the average daily net assets. Thereafter, it was 1.20%.
|
|
(e)
|
Excludes the value of securities delivered as a result of an in-kind redemption of the Fund's capital shares on July 5, 2022.
|
|
(f)
|
Excludes the value of securities delivered as a result of an in-kind redemption of the Fund's capital shares on May 12, 2021 and August 31, 2021.
|
The accompanying notes are an integral part of these financial statements.
|
|
|
5
|
|
|
TABLE OF CONTENTS
MUHLENKAMP FUND
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 2025
1. ORGANIZATION
Managed Portfolio Series (the "Trust") was organized as a Delaware statutory trust on January 27, 2011. The Trust is registered under the Investment Company Act of 1940 (the "1940 Act"), as amended, as an open-end management investment company. The Muhlenkamp Fund (the "Fund") is a diversified series with its own investment objectives and policies within the Trust. The Fund commenced operations on November 1, 1988.
The Fund operates as a diversified open-end mutual fund that continuously offers its shares for sale to the public. The Fund manages its assets to seek a maximum total after-tax return to its shareholders through capital appreciation, and income from dividends and interest, consistent with reasonable risk. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, Financial Services - Investment Companies. The Fund principally invests in a diversified list of common stocks of any capitalization, determined by Muhlenkamp & Company, Inc. (the "Adviser") to be highly profitable, yet undervalued. The Fund may acquire and hold fixed-income or debt investments as market conditions warrant and when, in the opinion of the Adviser, it is deemed desirable or necessary in order to attempt to achieve its investment objective.
The primary focus of the Fund is long-term, and the investment options are diverse. This allows for greater flexibility in the daily management of Fund assets. However, with flexibility also comes the risk that assets will be invested in various classes of securities at the wrong time and price.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently followed by the Fund in preparation of the accompanying financial statements. These policies are in conformity with generally accepted accounting principles in the United States of America ("GAAP").
(a) Investment Valuations.Following is a description of the valuation techniques applied to the Fund's major categories of assets and liabilities measured at fair value on a recurring basis. The Fund's investments are carried at fair value.
Equity Securities- Equity securities, including common stocks, preferred stocks, exchange-traded funds ("ETFs") and real estate investment trusts ("REITs"), that are primarily traded on a national securities exchange are valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and ask prices. Securities traded primarily in the Nasdaq Global Market System for which market quotations are readily available are valued using the Nasdaq Official Closing Price ("NOCP"). If the NOCP is not available, such securities are valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and ask prices. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. If the market for a particular security is not active, and the mean between bid and ask prices is used, these securities are categorized in Level 2 of the fair value hierarchy.
Corporate Bonds - Corporate bonds, including listed issues, are valued at fair value on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied valuations and formula-based techniques. The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer. Most corporate and municipal bonds are categorized in Level 2 of the fair value hierarchy.
U.S. Government & Agency Securities- U.S. government & agency securities are normally valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. U.S. government and agency securities are categorized in Level 2 of the fair value hierarchy depending on the inputs used and market activity levels for specific securities.
|
|
|
6
|
|
|
TABLE OF CONTENTS
MUHLENKAMP FUND
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 2025(Cont'd)
Short-Term Investments - Short-term investments in other mutual funds, including money market funds, are valued at their net asset value per share. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.
Derivative Instruments - Listed derivatives, including rights and warrants that are actively traded are valued based on quoted prices from the exchange and categorized in Level 1 of the fair value hierarchy. Exchange traded options that are valued at the mean of the highest bid price and lowest ask price across the exchanges where the option is traded are categorized in Level 2 of the fair value hierarchy.
The Board of Trustees (the "Board") has adopted a pricing and valuation policy for use by the Fund and its Valuation Designee (as defined below) in calculating the Fund's NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Fund has designated the Adviser as its "Valuation Designee" to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained for brokers and dealers or independent pricing services are unreliable.
The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion of changes in valuation techniques and related inputs during the period and expanded disclosure of valuation Levels for major security types. These inputs are summarized in the three broad Levels listed below:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund's own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund's assets and liabilities as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
||||
|
Common Stocks
|
|
|
$226,926,235
|
|
|
$ -
|
|
|
$ -
|
|
|
$226,926,235
|
|
|
Exchange Traded Funds
|
|
|
8,193,000
|
|
|
-
|
|
|
-
|
|
|
8,193,000
|
|
|
Short-Term Investment
|
|
|
13,732,134
|
|
|
-
|
|
|
-
|
|
|
13,732,134
|
|
|
Total Investment in Securities
|
|
|
$248,851,369
|
|
|
-
|
|
|
-
|
|
|
$ 248,851,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refer to the Schedule of Investments for further information on the classification of investments.
(b) Foreign Securities.Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in U.S. companies and the U.S. government. These risks may include revaluation of currencies and future adverse political and economic developments. Moreover, securities of many foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. companies and the U.S. government.
|
|
|
7
|
|
|
TABLE OF CONTENTS
MUHLENKAMP FUND
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 2025(Cont'd)
(c) Investment Transactions and Related Investment Income.Investment transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded daily on an accrual basis. The Fund uses the specific identification method in computing gain or loss on the sale of investment securities. Withholding taxes on foreign dividends have been provided for in accordance with the Fund's understanding of the applicable country's tax rules and regulations. Distributions received from the Fund's investments in Master Limited Partnerships ("MLPs") may be categorized as ordinary income, net capital gain, or a return of capital. The proper classification of MLP distributions is generally not known until after the end of each calendar year. The Fund must use estimates in reporting the character of its income and distributions for financial statement purposes. Due to the nature of the MLP investments, a portion of the distributions received by the Fund's shareholders may represent a return of capital.
(d) Federal Taxes.The Fund complies with the requirements of subchapter M of the Internal Revenue Code of 1986, as amended, necessary to qualify as a regulated investment company and distribute substantially all net taxable investment income and net realized gains to shareholders in a manner which results in no tax cost to the Fund. Therefore, no federal income or excise tax provision is required. As of and during the year ended December 31, 2025, the Fund did not have any tax positions that did not meet the "more-likely-than-not" threshold of being sustained by the applicable tax authority. As of and during the year ended December 31, 2025, the Fund did not have any liabilities for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as excise tax expense in the Statement of Operations. During the year ended December 31, 2025, the Fund incurred $9,917 in excise tax expense. As of and during the year ended December 31, 2025, the Fund did not incur any interest and penalties. The Fund is not subject to examination by U.S. tax authorities for tax years prior to the fiscal year ended December 31, 2022
(e) Dividends and Distributions to Shareholders.Dividends from net investment income, if any, are declared and paid at least annually. Distributions of net realized capital gains, if any, will be declared and paid at least annually. Income dividends and capital gain distributions, if any, are recorded on the ex-dividend date. The Fund may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction. Accordingly, reclassifications are made within the net asset accounts for such amounts, as well as amounts related to permanent differences in the character of certain income and expense items for income tax and financial reporting purposes. See Note 7 for additional disclosures.
(f) Use of Estimates.The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
(g) Allocation of Expenses.Expenses associated with a specific fund in the Trust are charged to that Fund. Common Trust expenses are typically allocated evenly between the funds of the Trust or by other equitable means.
(h) Options Transactions.The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund may use purchased option contracts and written option contracts to hedge against the changes in the value of equities or to meet its investment objectives. The Fund may write put and call options only if it (i) owns an offsetting position in the underlying security or (ii) maintains cash or other liquid assets in an amount equal to or greater than its obligation under the option.
When the Fund writes a call or put option, an amount equal to the premium received is included in the Statement of Assets & Liabilities as a liability. The amount of the liability is subsequently adjusted to reflect the current fair value of the option. If an option expires on its stipulated expiration date or if the Fund enters into a closing purchase transaction, a gain or loss is realized. If a written call option is exercised, a gain or loss is realized for the sale of the underlying security and the proceeds from the sale are increased by the premium originally received. If a written put option is exercised, the cost of the security acquired is decreased by the premium originally received. As the writer of an option, the Fund has no control over whether the underlying securities are subsequently sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the security underlying the written option.
|
|
|
8
|
|
|
TABLE OF CONTENTS
MUHLENKAMP FUND
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 2025(Cont'd)
The Fund may purchase call and put options. When the Fund purchases a call or put option, an amount equal to the premium paid is included in the Statement of Assets & Liabilities as an investment and is subsequently adjusted to reflect the fair value of the option. If an option expires on the stipulated expiration date or if the Fund enters into a closing sale transaction, a gain or loss is realized. If the Fund exercises a call option, the cost of the security acquired is increased by the premium paid for the call. If the Fund exercises a put option, a gain or loss is realized from the sale of the underlying security, and the proceeds from such a sale are decreased by the premium originally paid. Written and purchased options are non-income producing securities. Written and purchased options expose the Fund to minimal counterparty risk since they are exchange traded and the exchange's clearinghouse guarantees the options against default.
The Fund has adopted authoritative standards regarding disclosure about derivatives and hedging activities and how they affect the Fund's Statement of Assets and Liabilities and Statement of Operations. For the year ended December 31, 2025, no long options contracts were purchased, and no written option contracts were opened. The Fund's average monthly notional value of written option contracts for the year ended December 31, 2025, was $0.
Management has evaluated the impact of adopting ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures with respect to the financial statements and disclosures and determined there is no material impact for the Fund. The Fund operates as a single segment entity. The Fund's income, expenses, assets, and performance are regularly monitored and assessed by the President of the Adviser, who serves as the chief operating decision maker, using the information presented in the financial statements and financial highlights.
3. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Trust has an agreement with the Adviser to furnish investment advisory services to the Fund. Pursuant to an Investment Advisory Agreement between the Trust and the Adviser, the Adviser charges a management fee at a 1.00% annual rate of the Fund's average daily net assets up to $300 million, 0.95% of the Fund's average daily net assets on the next $200 million, and 0.90% on the balance of the Fund's average daily net assets.
The Fund's Adviser has contractually agreed to waive a portion or all of its management fees and/or reimburse the Fund for its expenses to ensure that total annual operating expenses (excluding acquired fund fees and expenses, leverage/borrowing interest, interest expense, taxes, brokerage commissions, and extraordinary expenses) do not exceed 1.20% of the average daily net assets of the Fund (the "Expense Cap"). Prior to May 1, 2023, the Expense Cap was 1.10% of the average daily net assets of the Fund.
Fees waived and expenses reimbursed by the Adviser may be recouped by the Adviser for a period of thirty-six months following the month during which such waiver or reimbursement was made, if such recoupment can be achieved without exceeding the expense limit in effect at the time the waiver and reimbursement occurred. The Operating Expense Limitation Agreement is indefinite but cannot be terminated within one year after the effective date of the Fund's prospectus. After that date, the agreement may be terminated at any time upon sixty days' written notice by the Board or the Adviser. Waived fees and reimbursed expenses subject to potential recovery by month of expiration are as follows:
|
|
|
|
|
|
|
Expiration
|
|
|
Amount
|
|
|
January - December 2026
|
|
|
$180,540
|
|
|
January - December 2027
|
|
|
$78,529
|
|
|
January - December 2028
|
|
|
$48,998
|
|
|
|
|
|
|
|
U.S. Bancorp Fund Services, LLC (the "Administrator"), doing business as U.S. Bank Global Fund Services, acts as the Fund's Administrator, Transfer Agent, and Fund Accountant. U.S. Bank N.A. (the "Custodian") serves as the Custodian to the Fund. The Custodian is an affiliate of the Administrator. The Administrator performs various administrative and accounting services for the Fund. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Custodian; coordinates the payment of the Fund's expenses and reviews the Fund's expense accruals. The officers of the Trust, including the Chief Compliance Officer, are employees of the Administrator. As compensation for its
|
|
|
9
|
|
|
TABLE OF CONTENTS
MUHLENKAMP FUND
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 2025(Cont'd)
services, the Administrator is entitled to a monthly fee at an annual rate based upon the average daily net assets of the Fund, subject to annual minimums. Fees paid by the Fund for administration, transfer agency and accounting costs, custody and chief compliance officer services for the year ended December 31, 2025, are disclosed in the Statement of Operations.
Update 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures("ASU 2023-09"). Adoption of the new standard by the Fund's financial position or results of operations. A disaggregation of income taxes paid by jurisdiction is presented when significant income taxes are paid. Income taxes paid by the Fund for the year were determined to not be significant.
4. Line of Credit
The Fund has established an unsecured Line of Credit ("LOC") in the amount of $10,000,000, 5% of the Fund's gross market value or 33.33% of the unencumbered assets of the Fund, whichever is less. The LOC matures on July 17, 2026. This LOC is intended to provide short-term financing, if necessary, subject to certain restrictions and covenants in connection with shareholder redemptions and other short-term liquidity needs of the Fund. The LOC is with the Custodian. Interest is charged at the prime rate which was 6.75% as of December 31, 2025. The interest rate during the period was between 6.75% and 7.50%. The Fund has authorized the Custodian to charge any of the Fund's accounts for any missed payments. For the year ended December 31, 2025, the Fund did not have any borrowings under the LOC.
5. Investment Transactions
Purchases and sales of investment securities, excluding short-term securities, for the year ended December 31, 2025, were as follows:
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U.S. Government Securities
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Other Securities
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Purchases
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Sales
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Purchases
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Sales
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$ -
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$ -
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$33,702,544
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$49,366,411
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6. Federal Tax Information
The Fund intends to utilize provisions of the federal income tax laws which allow it to carry a realized capital loss forward for an unlimited period. As of December 31, 2025, the Funds' most recently completed year end, the Fund did not have a capital loss carryover.
As of December 31, 2025, the components of distributable earnings on a tax basis were as follows:
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Tax cost of investments
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$120,393,494
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Gross tax unrealized appreciation
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$131,395,105
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Gross tax unrealized depreciation
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(2,937,230)
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Net tax unrealized appreciation on investments
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128,457,875
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Undistributed ordinary income
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-
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Undistributed long term capital gains
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562,544
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Distributable earnings
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562,544
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Other accumulated loss
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(345,863)
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Total distributable earnings
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$128,674,556
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Any temporary book basis and tax-basis differences are attributable primarily to straddle loss deferrals.
The Fund plans to distribute substantially all of the net investment income and net realized gains that it has realized on the sale of securities. These income and gains distributions will generally be paid once each year, on or before December 31. The character of distributions made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense or gain items for financial reporting and tax reporting purposes.
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TABLE OF CONTENTS
MUHLENKAMP FUND
NOTES TO FINANCIAL STATEMENTS
Year Ended December 31, 2025(Cont'd)
The tax character of distributions paid were as follows:
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Year Ended December 31,
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2025
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2024
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Ordinary Income*
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$999,403
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$1,280,847
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Long-term capital gain
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7,074,910
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16,045,478
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*
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For federal income tax purposes, distributions of short-term capital gains are treated as ordinary income distributions.
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On the Statement of Assets and Liabilities, the following adjustments were made for permanent tax adjustments.
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Total Distributable Earnings
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Paid-In Capital
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$(1,121,635)
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$1,121,635
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These permanent differences are primarily due to tax equalization.
7. Expense Reductions
Expenses were reduced for fiscal years ending 2022, 2023,2024, and 2025 through the deposit of minimum account maintenance fees into the Fund. By November 30th of each year, all accounts must meet one of three criteria: 1) have net investments (purchases less redemptions) totaling $1,500 or more, 2) have an account value greater than $1,500, or 3) be enrolled in the Fund's Automatic Investment Plan. Accounts that do not meet one of these three criteria are charged a $15 minimum account maintenance fee. This fee was used to lower the Fund's expense ratio.
8. Guarantees and Indemnifications
In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims against the Fund that have not yet occurred. Based on experience, the Fund expects the risk of loss to be remote.
9. Report of the Fund's Special Shareholder Meeting (Unaudited)
A Special Meeting of Shareholders of the Fund took place on August 8, 2025, to approve a new advisory agreement (the "Advisory Agreement") between the Trust and the Adviser due to a change of control at the Adviser. All Fund shareholders of record at the close of business on June 13, 2025, were entitled to vote. As of the record date, the Fund had 3,500,776 shares outstanding.
Of the 1,975,952 shares present by proxy (representing 56.44% of total outstanding shares), 1,942,323 shares or 98.29% voted in favor (representing 55.48% of total outstanding shares), 12,390 shares or 0.63% voted against (representing 0.35% of total outstanding shares), and 21,239 shares or 1.07% abstained from voting (representing 0.61% of total outstanding shares). Accordingly, the Advisory Agreement was approved.
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11
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TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm
To the Shareholders of Muhlenkamp 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 Muhlenkamp Fund (the "Fund"), a series of Managed Portfolio Series, as of December 31, 2025, 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 financial highlights for each of the five years in the period then ended, and the related notes (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 December 31, 2025, 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 December 31, 2025, 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 Fund's auditor since 2008.
COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
February 27, 2026
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12
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TABLE OF CONTENTS
MUHLENKAMP FUND
ADDITIONAL INFORMATION
Year Ended December 31, 2025 (Unaudited)
1. BROKER COMMISSIONS
For the year ended December 31, 2025, the Fund paid $23,534 in broker commissions. These commissions are included in the cost basis of investments purchased and deducted from the proceeds of securities sold. This accounting method is the industry standard for mutual funds. Were these commissions itemized as expenses, they would equal less than 1/2 cent per Fund share.
2. Qualified DIVIDEND INCOME PERCENTAGE
For the fiscal year ended December 31, 2025, certain dividends paid by the Fund may be reported as qualified dividend income and may be eligible for taxation at capital gain rates. The percentage of dividends declared from ordinary income designated as qualified dividend income was 100.00% for the Fund.
For corporate shareholders, the percentage of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended December 31, 2025, was 100.00% for the Fund.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distribution under Internal Revenue Section 871(k)(2)(C) for the Fund was 0.00%.
3. Information about Proxy Voting
Information regarding how the Fund votes proxies relating to portfolio securities is available without charge upon request by calling toll-free at 1-800-860-3863 or by accessing the SEC's website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ending June 30, is available on the SEC's website at www.sec.gov or by calling the toll-free number listed above.
4. Availability of Quarterly Portfolio Schedule
The Fund files complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT. The Fund's Part F of Form N-PORT is available on the SEC's website at www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. For information on the Public Reference Room call 1-800-SEC-0330. In addition, the Fund's Part F of Form N-PORT is available without charge upon request by calling 1-800-860-3863.
ADDITIONAL REQUIRED DISCLOSURE FROM FORMN-CSR
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies
There were no changes in or disagreements with accountants during the period covered by this report.
Item 9. Proxy Disclosure for Open-End Investment Companies
See Note 9.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies
See the Statement of Operations.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract
In reaching its decision to recommend the approval of the New Advisory Agreement, the Board, all of whom are Independent Trustees, met in person at a meeting held on May 20-21, 2025, and reviewed materials related to the Adviser, including a presentation to the Board by representatives of the Adviser. In the course of their review, the Trustees considered their fiduciary responsibilities with regard to factors deemed to be relevant to the Fund. The Board also considered other matters, including, but not limited to the following: (1) the nature, extent, and quality of the services provided in the past by the Adviser since the Fund's inception and the continuation of such services following Mr. Ron Muhlenkamp's transfer of ownership interests to Mr. Anthony Muhlenkamp and Mr. Jeffrey Muhlenkamp (the "Transition"); (2) the performance of the Fund; (3) the fact that there are no material differences between the terms of the New Advisory Agreement and the terms of the Existing Advisory Agreement; (4) the fact that
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13
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TABLE OF CONTENTS
MUHLENKAMP FUND
ADDITIONAL INFORMATION
Year Ended December 31, 2025 (Unaudited)(Cont'd)
the Adviser's current investment team will continue to manage the Fund; and (5) the fact that the fee structure under the New Advisory Agreement will be identical to the fee structure under the Existing Advisory Agreement and that the Adviser has agreed to maintain the Fund's current Expense Cap.
The Board also evaluated the New Advisory Agreement in light of information they had requested and received from the Adviser prior to the May 20-21, 2025 meeting, including the Adviser's presentation at that meeting, as well as information previously provided by the Adviser in connection with the February 19-20, 2025 Board meeting to consider and approve the Existing Advisory Agreement. Below is a summary of the material factors considered by the Board in its deliberations as to whether to approve the New Advisory Agreement and the Board's conclusions.
Nature, Extent and Quality of Services Provided to the Fund.The Trustees considered the nature, extent and quality of services historically provided by the Adviser to the Fund. The Trustees considered the Adviser's specific responsibilities in all aspects of day-to-day management of the Fund, including the investment strategies implemented by the Adviser, as well as the qualifications, experience and responsibilities of the Adviser's investment team who will continue management of the Fund subsequent to the Transition. The Trustees reviewed due diligence information requested from the Adviser, including the structure of the Adviser's compliance program and its continuing commitment to management of the Fund. The Trustees noted that the Adviser had participated in the May 20-21, 2025 Trust board meeting to discuss the Fund's performance and outlook, and during the course of the prior year had provided additional information about the Fund's performance and the services provided by the Adviser, including its role as the Fund's valuation designee. The Trustees discussed the Adviser's compliance program, including the reports of the Trust's chief compliance officer to the Trustees on the effectiveness of the Adviser's compliance program. The Trustees also considered the Adviser's overall financial condition and business continuity plan. The Trustees concluded that the Adviser had sufficient quality and depth of personnel and resources needed to perform its duties under the New Advisory Agreement and that the nature, overall quality and extent of the management services provided to the Fund, as well as the Adviser's compliance program, were satisfactory and reliable.
Investment Performance of the Adviser and the Fund.In assessing the quality of the portfolio management delivered by the Adviser, the Trustees reviewed the short-term and long-term performance of the Fund on both an absolute basis and in comparison to its benchmark index. The Trustees reviewed information provided in connection with the February 19-20, 2025 meeting of the Board comparing the Fund's performance to its Morningstar category ("Category"), as well as a smaller sub-set of peer funds as constructed using publicly-available data provided by Morningstar, Inc. and presented by Barrington Financial Group, LLC d/b/a Barrington Partners, an independent third-party benchmarking firm, through its cohort selection process ("Cohort"), and the composite of separate accounts that the Adviser manages utilizing a similar investment strategy as that of the Fund. The Trustees also reviewed updated Fund performance compared against its benchmark index for periods ended March 31, 2025.
The Trustees noted the Fund, as of September 30, 2024, had outperformed the both the Category and Cohort averages for the three-year and five-year periods, was equal to the Cohort for the year-to-date period, but had underperformed for the Category and Cohort averages for the one-year and ten-year periods. The Trustees considered the Fund's performance compared to its benchmark index, noting that the Fund, as of September 30, 2024, had outperformed the index for the three-year period ended, but underperformed for other periods. The Trustees further observed that, as of March 31, 2025, the Fund had outperformed its benchmark index for the year-to-date and five-year periods, but had underperformed the index for the one, three, ten, and since-inception periods. The Trustees noted the generally comparable performance of the Fund and the composite of similar accounts managed by the Adviser over most relevant periods.
After considering all of the information, the Trustees concluded that the performance obtained by the Adviser for the Fund was reasonable under relevant market conditions. Although past performance is not a guarantee or indication of future results, the Trustees determined that the Fund and its shareholders were likely to benefit from the Adviser's continued management.
Comparative Fee and Expense Data.The Trustees noted that the fee structure in the New Advisory Agreement is identical to the fee structure in the Existing Advisory Agreement. The Trustees further noted favorably that the Adviser had agreed to waive advisory fees and/or reimburse expenses of the Fund for at least two years after the effective date
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14
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TABLE OF CONTENTS
MUHLENKAMP FUND
ADDITIONAL INFORMATION
Year Ended December 31, 2025 (Unaudited)(Cont'd)
of the New Advisory Agreement under a new operating expense limitation agreement between the Adviser and the Trust, on behalf of the Fund. The Trustees also noted that the Adviser had waived a portion of its fees during the most recent fiscal year. The Trustees further considered the fees that the Adviser charges to separately managed accounts with similar investment strategies as that of the Fund are less than or equal to the advisory fee that the Fund pays to the Adviser, depending on the asset size of the separately managed account, noting that the Adviser has additional responsibilities with respect to the Fund, which requires more time and effort versus a separately managed account.
The Trustees considered a comparative analysis of the expenses borne by the Fund and those of funds in the same Category and Cohort. The Trustees noted the Fund's advisory fee and total expenses (before and after waivers and expense reimbursements) were each higher than the Category and Cohort averages as of September 30, 2024.
The Trustees concluded that the Fund's management fee and expenses were fair and reasonable in light of the comparative performance, expense and management fee information.
Costs of Service and Profits Realized by the Adviser. The Trustees considered the cost of services and the structure of the Adviser's fees, including an analysis of the Adviser's profitability from services rendered to the Fund during the 12-month period ended September 30, 2024, and concluded that the profitability of the Adviser was not excessive. The Trustees also examined the level of profits that could be expected to accrue to the Adviser from the fees payable under the New Advisory Agreement.
Economies of Scale.The Trustees considered whether the Fund may benefit from any economies of scale, noting that the New Advisory Agreement includes the same breakpoints in the management fee as the Existing Advisory Agreement. The Trustees determined that the breakpoint structure of the Fund's investment advisory fee had the potential to share such economies of scale with Fund shareholders.
Other Benefits. The Trustees considered the direct and indirect benefits that could be realized by the Adviser from its relationship with the Fund. The Trustees noted the Adviser does not utilize soft dollar arrangements with respect to portfolio transactions and has no affiliated brokers to execute the Fund's portfolio transactions. The Trustees considered that the Adviser 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 the Adviser does not receive additional material benefits from its relationship with the Fund.
Conclusions. The Trustees considered all of the foregoing factors. No single factor was determinative in the Board's decision to approve the New Advisory Agreement for the Fund, but rather the Board based its determination on the total mix of information available to the Trustees. Based on a consideration of all the factors in their totality, the Board, all of whom are Independent Trustees, determined that the New Advisory Agreement with the Adviser, including the advisory fees to be paid thereunder, was fair and reasonable, and approved the New Advisory Agreement as being in the best interest of the Fund and its shareholders, and determined to recommend that shareholders approve the agreement.
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TABLE OF CONTENTS
INVESTMENT ADVISER
Muhlenkamp & Company, Inc.
5000 Stonewood Drive, Suite 300
Wexford, PA 15090
ADMINISTRATOR, FUND ACCOUNTANT
AND TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
615 E. Michigan Street
Milwaukee, WI 53202
CUSTODIAN
U.S. Bank N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
DISTRIBUTOR
Quasar Distributors, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Cohen & Company, Ltd.
342 N. Water Street, Suite 830
Milwaukee, WI 53202
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 1-800-860-3863.
| (b) | Financial Highlights are included within the financial statements filed under Item 7 of this Form. |
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period covered by this report.
Item 9. Proxy Disclosure for Open-End Investment Companies.
A Special Meeting of Shareholders of the Fund took place on August 8, 2025, to approve a new advisory agreement (the "Advisory Agreement") between the Trust and the Adviser due to a change of control at the Adviser. All Fund shareholders of record at the close of business on June 13, 2025, were entitled to vote. As of the record date, the Fund had 3,500,776 shares outstanding.
Of the 1,975,952 shares present by proxy (representing 56.44% of total outstanding shares), 1,942,323 shares or 98.29% voted in favor (representing 55.48% of total outstanding shares), 12,390 shares or 0.63% voted against (representing 0.35% of total outstanding shares), and 21,239 shares or 1.07% abstained from voting (representing 0.61% of total outstanding shares). Accordingly, the Advisory Agreement was approved.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a).
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
See Item 7(a).
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of trustees.
Item 16. Controls and Procedures.
| (a) | The Registrant's Principal Executive Officer and Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant's service provider. |
| (b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
| (a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. 1) "Filed herewith" |
(2) Not applicable.
A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(4) Not applicable to open-end investment companies.
(5) Not applicable to open-end investment companies.
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| (Registrant) | Managed Portfolio Series |
| By (Signature and Title)* | /s/ Brian R. Wiedmeyer | ||
| Brian R. Wiedmeyer, Principal Executive Officer |
| Date | March 9, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title)* | /s/ Brian R. Wiedmeyer | ||
| Brian R. Wiedmeyer, Principal Executive Officer |
| Date | March 9, 2026 |
| By (Signature and Title)* | /s/ Benjamin J. Eirich | ||
| Benjamin J. Eirich, Principal Financial Officer |
| Date | March 9, 2026 |
* Print the name and title of each signing officer under his or her signature.
Managed Portfolio Series published this content on March 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 09, 2026 at 19:21 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]