TPYP / Tortoise Capital Series Trust - Tortoise North American Pipeline Fund - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 25, 2025, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

MF2025 Issues you care about are up for a vote. Please vote your proxy now. Dear valued investor, We have yet to receive your proxy voting instructions for Muhlenkamp Fund. Make your voice heard. Vote today so we can avoid adjournment of the special

MF2025 Issues you care about are up for a vote. Please vote your proxy now. Dear valued investor, We have yet to receive your proxy voting instructions for Muhlenkamp Fund. Make your voice heard. Vote today so we can avoid adjournment of the special shareholder meeting scheduled on August 8, 2025. Join your fellow shareholders and vote now. If you have questions or need assistance, call 1-844-202-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ☐ Check the appropriate box: x Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

SHAREHOLDER MEETING ADJOURNED TO JUNE 11, 2025

SHAREHOLDER MEETING ADJOURNED TO JUNE 11, 2025 TORTOISE GLOBAL WATER ESG FUND Dear Valued Shareholder: The Tortoise Global Water ESG Fund, Special Meeting of Shareholders originally scheduled to occur on April 28, 2025, has been adjourned for a second time to June 11, 2025, due to insufficient responses from eligible shareholders.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 23, 2025, pursuant to the provisions of Rule 12d2-2 (a).

Managed Portfolio Series c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202

Managed Portfolio Series c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202 March 5, 2025 VIA EDGAR TRANSMISSION Mr. Jeffrey W. Long U.S. Securities and Exchange Commission Division of Investment Management, Disclosure Review and Accounting Office 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Managed Portfolio Series

As filed with the Securities and Exchange Commission on January 15, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 November 1, 2024 VIA EDGAR TRANSMISSION Ms. Karen Rossotto U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File No.: 333-282308 Leuthold Core Investment Fund Leuthold Global Fun

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT

Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.

MANAGED PORTFOLIO SERIES on behalf of the Funds managed by Leuthold Weeden Capital Management MULTIPLE CLASS PLAN

MANAGED PORTFOLIO SERIES on behalf of the Funds managed by Leuthold Weeden Capital Management MULTIPLE CLASS PLAN Pursuant to Rule-18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), Managed Portfolio Series (the “Trust”) has adopted this Multiple Class Plan (the “Plan”) on behalf of the Funds managed by Leuthold Weeden Capital Management which sets forth the method for allocating fees and expenses among each class of shares (each a “Class” and collectively, the “Classes”) of the series of the Trust (the “Funds”) set forth in Exhibit A hereto.

MANAGED PORTFOLIO SERIES DISTRIBUTION PLAN (12b-1 Plan)

MANAGED PORTFOLIO SERIES DISTRIBUTION PLAN (12b-1 Plan) The following Distribution Plan (the “Plan”) has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”), by Managed Portfolio Series (the “Trust”), a Delaware statutory trust, on behalf of the series of the Trust listed on Schedule A as may be amended from time to time (each, a “Fund”).

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Co. LOGO CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N‐14 of our report dated November 28, 2023, relating to the financial statements and financial highlights of Leuthold Core Investment Fund, Leuthold Global Fund, Leuthold Select Industries Fund, Leuthold Grizzly Short Fund, and Leuthol

MANAGED PORTFOLIO SERIES SHAREHOLDER SERVICING PLAN

MANAGED PORTFOLIO SERIES SHAREHOLDER SERVICING PLAN WHEREAS: Managed Portfolio Series (the “Trust”) is registered as an open-end investment company under the Investment Company Act of 1940, as amended (the “Act”); and WHEREAS, the Trust desires to adopt a Shareholder Servicing Plan (the “Plan”) on behalf of the classes of shares for the series of the Trust listed on Schedule A, as may be amended f

LEUTHOLD FUNDS, INC.

LEUTHOLD FUNDS, INC. 150 SOUTH FIFTH STREET, SUITE 1700 MINNEAPOLIS, MN 55402 SCAN TO VIEW MATERIALS & VOTE To vote by Internet 1)Read the Proxy Statement and have the proxy card below at hand. 2)Go to website www.proxyvote.com or scan the QR Barcode above 3)Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2)Ca

AMENDMENT TO THE MANAGED PORTFOLIO SERIES DISTRIBUTION AGREEMENT

AMENDMENT TO THE MANAGED PORTFOLIO SERIES DISTRIBUTION AGREEMENT THIS AMENDMENT dated as of August 21, 2024, to the Distribution Agreement, dated as March 18, 2022, (the “Agreement”), is entered into by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) on behalf of the series listed on Exhibit A, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

[___], 2024

Stradley Ronon Stevens & Young, LLP 2005 Market Street Suite 2600 Philadelphia, PA 19103 Telephone 215.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14

As filed with the U.S. Securities and Exchange Commission on September 24, 2024 1933 Act File No. 333-[ ] U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. Post-Effective Amendment No. Managed Portfolio Series (Exact Name of Registrant as Specified in Charter) 615 East Michigan Street Mil

FOURTH AMENDMENT TO THE ETF DISTRIBUTION AGREEMENT

FOURTH AMENDMENT TO THE ETF DISTRIBUTION AGREEMENT THIS FOURTH AMENDMENT (“Amendment”) to the ETF DISTRIBUTION AGREEMENT (“Agreement”) dated November 29, 2021, by and between MANAGED PORTFOLIO SERIES (“Trust”) and QUASAR DISTRIBUTORS, LLC (“Quasar”) is entered into as of the 21st day of August, 2024 (the “Effective Date”).

MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT

MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT This AGREEMENT is made as of the […]th day of […], 2024, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and The Leuthold Group, LLC (d/b/a Leuthold Weeden Capital Management), a Delaware limited liability company (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND SERVICING AGREEMENT

Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the […] day of […], 2024, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Appendix A, which may be amended from time to time (each a “Fund” and together the “Funds”), and The Leuthold Group, LLC (d/b/a Leuthold Weeden Capital Management), a Delaware limited liability company (the “Adviser”).

[ ], 2024

[ ], 2024 Board of Trustees Managed Portfolio Series 615 East Michigan Street Milwaukee, Wisconsin 53202 Subject: Registration Statement on Form N-14 Ladies and Gentlemen: We have acted as counsel to Managed Portfolio Series, a Delaware statutory trust (the “Acquiring Entity”), in connection with the preparation and filing with the U.

POWER OF ATTORNEY

POWER OF ATTORNEY The undersigned, representing all of the trustees of Managed Portfolio Series (the “Trust”), a Delaware statutory trust, hereby appoint Brian R.

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 September 12, 2024 VIA EDGAR TRANSMISSION Ms. Rebecca Marquigny U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 Leuthold Core Investment Fund

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Managed Portfolio Series (Exact name of registr

As filed with the Securities and Exchange Commission on August 30, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Managed Portfolio Series

1 Managed Portfolio Series c/o U.S. Bancorp Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 August 28, 2024 VIA EDGAR TRANSMISSION Rebecca Marquigny U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos. 333-172080 and 811-22525 Kensington Hedged Premium Income ETF (S

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 August 23, 2024 VIA EDGAR TRANSMISSION Ms. Rebecca Marquigny U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 Leuthold Core Investment Fund Le

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Managed Portfolio Series c/o U.S. Bancorp Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 August 21, 2024 VIA EDGAR TRANSMISSION Jay Williamson Rebecca Marquigny U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos. 333-172080 and 811-22525 Kensington Hedged Premium

LK Balanced Fund

LK Balanced Fund Schedule of Investments as of March 31, 2024 (Unaudited) COMMON STOCKS - 65.

Acquiring Fund (pro forma)(1)

Managed Portfolio Series c/o U.S. Bancorp Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 August 9, 2024 VIA EDGAR TRANSMISSION Ms. Alison White Mr. Tony Burak U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) Registration Statement on Form N-14 (File No. 333-280799) Prosp

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 August 8, 2024 VIA EDGAR TRANSMISSION Mr. Raymond Be U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 Prospector Capital Appreciation Fund (S0

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions “Target Fund’s Service Providers” and “Financial Highlights” in the Combined Proxy Statement/Prospectus included in this Registration Statement (Form N-14) of Prospector Funds, Inc.

[…], 2024

Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Telephone 215.

POWER OF ATTORNEY

POWER OF ATTORNEY The undersigned, representing all of the trustees of Managed Portfolio Series (the “Trust”), a Delaware statutory trust, hereby appoint Brian R.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14

As filed with the U.S. Securities and Exchange Commission on July 12, 2024 1933 Act File No. 333-[ ] U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. Post-Effective Amendment No. Managed Portfolio Series (Exact Name of Registrant as Specified in Charter) 615 East Michigan Street Milwauke

Stradley Ronon Stevens & Young, LLP

Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7098 Telephone: (215) 564-8000 Fax: (215) 564-8120 [], 2024 Board of Trustees Managed Portfolio Series 615 East Michigan Street Milwaukee, Wisconsin 53202 Subject:Registration Statement on Form N-14 Ladies and Gentlemen: We have acted as counsel to Managed Portfolio Series, a Delaware statutory trust (the “Acquiring Entity”), in connection with the preparation and filing with the U.

8035 CARY,

PO BOX 8035 CARY, NC 27512 Please fold here—Do not separate Prospector Funds, Inc.

LK Balanced Fund

LK Balanced Fund Schedule of Investments as of March 31, 2024 (Unaudited) COMMON STOCKS - 65.

Managed Portfolio Series 615 East Michigan Street Milwaukee, Wisconsin 53202

Managed Portfolio Series 615 East Michigan Street Milwaukee, Wisconsin 53202 April 25, 2024 VIA EDGAR TRANSMISSION Mr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Managed Portfolio Series (Exact name of registr

As filed with the Securities and Exchange Commission on April 25, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Reinhart International PMV Fund

Reinhart International PMV Fund Schedule of Investments as of February 29, 2024 (Unaudited) COMMON STOCKS - 97.

Reinhart Mid Cap PMV Fund

Reinhart Mid Cap PMV Fund Schedule of Investments as of February 29, 2024 (Unaudited) COMMON STOCKS - 95.

Reinhart Genesis PMV Fund

Reinhart Genesis PMV Fund Schedule of Investments as of February 29, 2024 (Unaudited) COMMON STOCKS - 96.

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Managed Portfolio Series c/o U.S. Bancorp Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 April 15, 2024 VIA EDGAR TRANSMISSION Mr. Raymond Be U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 Tremblant Global ETF (S000084649) Dear Mr. B

Cove Streeet Capital Small Cap Value Fund

Cove Streeet Capital Small Cap Value Fund Schedule of Investments as of December 31, 2023 (Unaudited) COMMON STOCKS - 92.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 22, 2024, pursuant to the provisions of Rule 12d2-2 (a).

Security Type

Principal Street High Income Municipal Fund Schedule of Investments May 31, 2023 (Unaudited) Description Par Value MUNICIPAL BONDS - 93.

OMB APPROVAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 SEC FILE NUMBER 811-22525 CUSIP NUMBER (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [X] Form N-CEN [ ] Form N-CSR For Period Ended: August 31

OMB APPROVAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 SEC FILE NUMBER 811-22525 CUSIP NUMBER (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-CEN [X] Form N-CSR For Period Ended: August 31

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2023 (September 27, 2023) MANAGED PORTFOLIO SERIES (Exact name of registrant as specified in its charter) Delaware 811-22525 See List Below (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement Managed Portfolio Series (Name

Beginning Shares

Schedule of Investments May 31, 2023 (Unaudited) ATAC Rotation Fund Description Shares Value EXCHANGE-TRADED FUNDS - 94.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)). [X

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: [X] Preliminary Proxy Statement. [ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)). [

Managed Portfolio Series

Managed Portfolio Series c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202 VIA EDGAR TRANSMISSION June 22, 2023 Ms. Alison White United States Securities and Exchange Commission Division of Investment Management 100 “F” Street, N.E. Washington, D.C. 20549 RE: MANAGED PORTFOLIO SERIES (the “Trust”) Securities Act Registration No: 333-172080 Investment Company Registra

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Managed Portfolio Series c/o U.S. Bancorp Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 May 19, 2023 VIA EDGAR TRANSMISSION Ms. Karen Rossotto U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 Kensington Defender Fund Dear Ms. Rossotto

Managed Portfolio Series c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202

Managed Portfolio Series c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202 May 10, 2023 VIA EDGAR TRANSMISSION Ms. Mindy Rotter U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 Dear Ms. Rotter: The purpose of this letter is

Reinhart Genesis PMV Fund

Reinhart Genesis PMV Fund Schedule of Investments (Unaudited) February 28, 2023 Description Shares Value COMMON STOCKS - 93.

Reinhart Mid Cap PMV Fund

Reinhart Mid Cap PMV Fund Schedule of Investments (Unaudited) February 28, 2023 Description Shares Value COMMON STOCKS - 93.

Reinhart International PMV Fund

Reinhart International PMV Fund Schedule of Investments (Unaudited) February 28, 2023 Description Shares Value COMMON STOCKS - 95.

Fair Value

Schedule of Investments February 28, 2023 (Unaudited) Ecofin Global Renewables Infrastructure Fund Shares Fair Value Common Stock - 82.

Fair Value

NPORT-EX 2 infix.htm Schedule of Investments February 28, 2023 (Unaudited) Tortoise Energy Infrastructure and Income Fund Shares Fair Value Common Stocks - 53.3% (1) Canada Crude Oil Pipelines - 2.3% (1) Enbridge Inc. 304,484 $ 11,424,240 Canada Oil & Gas Production - 1.6% (1) Ovintiv, Inc. 187,315 8,011,463 United Kingdom Renewables and Power Infrastructure - 0.5% (1) Atlantica Sustainable Infras

Fair Value

Schedule of Investments February 28, 2023 (Unaudited) Ecofin Global Energy Transition Fund Shares Fair Value Common Stock - 88.

Fair Value

Schedule of Investments February 28, 2023 (Unaudited) Tortoise Energy Infrastructure Total Return Fund Shares Fair Value Common Stock - 74.

Fair Value

Schedule of Investments February 28, 2023 (Unaudited) Ecofin Global Water ESG Fund Shares Fair Value Common Stock - 99.

Managed Portfolio Series 615 East Michigan Street | Milwaukee, Wisconsin 53202

Managed Portfolio Series 615 East Michigan Street | Milwaukee, Wisconsin 53202 April 24, 2023 Mr.

Fair Value

Schedule of Investments February 28, 2023 (Unaudited) Tortoise North American Pipeline Fund Shares Fair Value Common Stock - 81.

Fair Value

NPORT-EX 2 aquix.htm Schedule of Investments February 28, 2023 (Unaudited) Ecofin Sustainable Water Fund Shares Fair Value Common Stock - 97.2% (1) Canada Engineering & Construction - 4.2% (1) Stantec, Inc. 1,467 $ 85,214 France Utility - 7.5% (1) Veolia Environnement SA 5,125 152,952 Hong Kong Utility - 7.4% (1) China Water Affairs Group Limited 116,000 103,207 Guangdong Investment Ltd. 46,000 46

Shares

NPORT-EX 2 large-cap.htm Schedule of Investments January 31, 2023 (Unaudited) Jackson Square Large-Cap Growth Fund Description Shares Value COMMON STOCKS - 98.1% Communication Services - 2.0% Match Group * 75,983 $ 4,112,200 Consumer Discretionary - 13.5% Airbnb - Class A * 31,406 3,489,521 Amazon.com * 156,904 16,181,510 NIKE - Class B 68,398 8,709,117 28,380,148 Financials - 25.1% # CME Group 45

Shares

NPORT-EX 2 smid-cap.htm Schedule of Investments January 31, 2023 (Unaudited) Jackson Square SMID-Cap Growth Fund Description Shares Value COMMON STOCKS - 96.7% Communication Services - 12.6% New York Times - Class A 2,103,183 $ 73,274,896 Vimeo * 2,626,377 11,923,751 Warner Music Group 1,038,115 37,839,292 123,037,939 Consumer Discretionary - 9.4% Papa John's International 422,240 37,870,706 Pelot

Level 1

NPORT-EX 2 conval-ls.htm SOI Nuance Concentrated Value Long-Short Fund Schedule of Investments January 31, 2023 (Unaudited) Shares Value COMMON STOCKS - 92.3% Consumer Staples# - 27.6% Beiersdorf AG - ADR (a) 195,930 $ 4,755,221 Cal-Maine Foods, Inc. (a) 13,783 788,663 Clorox Co. (a) 67,321 9,740,676 Henkel AG & Co. KGaA - ADR (a) 822,641 13,664,067 Kimberly-Clark Corp. (a) 96,212 12,508,522 Missi

Level 1

Nuance Concentrated Value Fund Schedule of Investments January 31, 2023 (Unaudited) Shares Value COMMON STOCKS - 91.

Level 1

Nuance Mid Cap Value Fund Schedule of Investments January 31, 2023 (Unaudited) Shares Value COMMON STOCKS - 84.

Shares

Schedule of Investments January 31, 2023 (Unaudited) V-Shares US Leadership Diversity ETF Shares Value COMMON STOCKS - 99.

% of Net Assets

Schedule of Investments January 31, 2023 (Unaudited) V-Shares MSCI World ESG Materiality and Carbon Transition ETF Shares Value COMMON STOCKS - 99.

Level 1

Port Street Quality Growth Fund Schedule of Investments December 31, 2022 (Unaudited) Shares Value COMMON STOCKS - 67.

Shares

NPORT-EX 2 cove-street.htm Cove Street Capital Small Cap Value Fund Schedule of Investments December 31, 2022 (Unaudited) Shares Value COMMON STOCKS - 92.1% Basic Materials - 15.2% Chase Corp. 13,000 $ 1,121,380 Compass Minerals International, Inc. 33,100 1,357,100 Ecovyst, Inc. * 197,970 1,754,014 NewMarket Corp. 2,000 622,220 4,854,714 Consumer Discretionary - 11.4% Climb Global Solutions, Inc.

Fair Value

NPORT-EX 2 corner-cap.htm CornerCap Small-Cap Value Fund Schedule of Investments December 31, 2022 (Unaudited) Shares Fair Value Common Stock ― 99.3% Aerospace/Defense ― 0.5% Moog, Inc. - Class A 6,567 $ 576,320 Agriculture ― 1.0% Fresh Del Monte Produce, Inc. 18,930 495,777 Turning Point Brands, Inc. 8,798 190,301 Vector Group Ltd. 50,071 593,842 1,279,920 Airlines ― 0.4% Alaska Air Group, Inc. *

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CORRESP 1 filename1.htm Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 February 6, 2023 VIA EDGAR TRANSMISSION Ms. Alison White U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File No.: 811-22525 Reinhart Mid Cap PMV Fund (S0000371

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: [ ] Preliminary Proxy Statement. [ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)). [X

Par

Principal Street Short Term Municipal Fund Schedule of Investments November 30, 2022 (Unaudited) Description Par Value MUNICIPAL BONDS - 96.

Dates Acquired

Principal Street High Income Municipal Fund Schedule of Investments November 30, 2022 (Unaudited) Description Par Value MUNICIPAL BONDS - 101.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: [X] Preliminary Proxy Statement. [ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)). [

Beginning Shares

NPORT-EX 2 atac.htm Schedule of Investments November 30, 2022 (Unaudited) ATAC Rotation Fund Description Shares Value EXCHANGE-TRADED FUNDS - 99.2% U.S. Domestic Equity - 99.2% iShares Core S&P 500 Fund * 59,460 $ 24,338,167 ProShares UltraPro S&P 500 Fund 309,933 12,394,221 SPDR Portfolio S&P 500 Fund 169,320 8,110,428 Vanguard S&P 500 Fund * 97,484 36,506,783 TOTAL EXCHANGE-TRADED FUNDS (Cost $8

Shares

Schedule of Investments October 31, 2022 (Unaudited) Coho Relative Value Equity Fund Shares Value COMMON STOCKS - 97.

Shares

Schedule of Investments October 31, 2022 (Unaudited) Coho Relative Value ESG Fund Shares Value COMMON STOCKS - 96.

Level 1

Kensington Dynamic Growth Fund Schedule of Investments (Unaudited) September 30, 2022 Description Shares Value SHORT-TERM INVESTMENT - 99.

Level 1

Kensington Managed Income Fund Schedule of Investments (Unaudited) September 30, 2022 Description Par Value UNITED STATES TREASURY BILL - 10.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 12, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Level 1

Kensington Dynamic Growth Fund Schedule of Investments (Unaudited) September 30, 2022 Description Shares Value SHORT-TERM INVESTMENT - 99.

Level 1

OLSTEIN STRATEGIC OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS September 30, 2022 (Unaudited) COMMON STOCKS - 98.

Level 1

Kensington Managed Income Fund Schedule of Investments (Unaudited) September 30, 2022 Description Par Value UNITED STATES TREASURY BILL - 10.

Level 1

Kensington Active Advantage Fund Schedule of Investments (Unaudited) September 30, 2022 Description Shares Value SHORT-TERM INVESTMENT - 93.

Level 1

OLSTEIN ALL CAP VALUE FUND SCHEDULE OF INVESTMENTS September 30, 2022 (Unaudited) COMMON STOCKS - 97.

MUHLENKAMP FUND

MUHLENKAMP FUND SCHEDULE OF INVESTMENTS September 30, 2022 (Unaudited) Name of Issuer or Title of Issue Shares Value COMMON STOCKS - 49.

Level 1

NPORT-EX 2 lk.htm Schedule of Investments September 30, 2022 (Unaudited) LK Balanced Fund Description Shares Value COMMON STOCKS - 70.3% Communication Services - 3.7% Lumen Technologies 25,000 $ 182,000 Walt Disney* 5,000 471,650 Warner Bros Discovery* 29,000 333,500 987,150 Consumer Discretionary - 5.8% Alibaba Group Holding* 2,000 159,980 Gildan Activewear 19,000 537,130 LKQ 12,200 575,230 Marin

Reinhart Genesis PMV Fund

Reinhart Genesis PMV Fund Schedule of Investments August 31, 2022 (Unaudited) Description Shares Value COMMON STOCKS - 95.

Reinhart Mid Cap PMV Fund

Reinhart Mid Cap PMV Fund Schedule of Investments August 31, 2022 (Unaudited) Description Shares Value COMMON STOCKS - 94.

Reinhart International PMV Fund

Reinhart International PMV Fund Schedule of Investments August 31, 2022 (Unaudited) Description Shares Value COMMON STOCKS - 92.

Fair Value

Schedule of Investments August 31, 2022 (Unaudited) Tortoise North American Pipeline Fund Shares Fair Value Common Stock - 81.

Fair Value

Schedule of Investments August 31, 2022 (Unaudited) Ecofin Global Energy Transition Fund Shares Fair Value Common Stock - 88.

Fair Value

Schedule of Investments August 31, 2022 (Unaudited) Ecofin Digital Payments Infrastructure Fund Shares Fair Value Common Stock - 99.

Fair Value

Schedule of Investments August 31, 2022 (Unaudited) Tortoise MLP & Energy Income Fund Shares Fair Value Common Stock - 57.

Fair Value

Schedule of Investments August 31, 2022 (Unaudited) Tortoise MLP & Pipeline Fund Shares Fair Value Common Stock - 75.

Fair Value

Schedule of Investments August 31, 2022 (Unaudited) Ecofin Global Renewables Infrastructure Fund Shares Fair Value Common Stock - 87.

Fair Value

Schedule of Investments August 31, 2022 (Unaudited) Ecofin Sustainable Water Fund Shares Fair Value Common Stock - 96.

Fair Value

Schedule of Investments August 31, 2022 (Unaudited) Ecofin Global Water ESG Fund Shares Fair Value Common Stock - 99.

Opinion and Consent of Counsel by Stradley Ronon Stevens & Young LLP for the CornerCap Small-Cap Value Fund – filed herewith.

EX-99.(14) 10 mps-cornercapnx14legalopin.htm EX-99.(14) Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7098 Telephone: (215) 564-8000 Fax: (215) 564-8120 September 28, 2022 Board of Trustees Managed Portfolio Series 615 East Michigan Street Milwaukee, Wisconsin 53202 Subject: Registration Statement on Form N-14 Ladies and Gentlemen: We have acted as couns

Distribution Agreement between the Trust, on behalf of the CornerCap Small-Cap Value Fund, and Foreside Fund Services, LLC –

DISTRIBUTION AGREEMENT THIS AGREEMENT is made and entered into as of August 17, 2022, by and between Managed Portfolio Series, a Delaware statutory trust (the ?Client?) and Foreside Fund Services, LLC, a Delaware limited liability company (the ?Distributor?).

Amendment to the Fund Accounting Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – filed herewith.

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT THIS AMENDMENT dated as of the last date on the signature block, to the Fund Accounting Servicing Agreement, dated as of April 6, 2011, as amended (the "Agreement"), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (the "Trust") and U.

Consent of Independent Registered Public Accounting Firm – filed herewith

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated May 27, 2022, relating to the financial statements and financial highlights of CornerCap Small-Cap Value Fund, a series of CornerCap Group of Funds, for the year ended March 31, 2022, and to the references to our firm under the headings ?How do the Boards and the Funds? Other Service Providers Compare?, ?Auditors?, ?Financial Highlights?, and ?Independent Registered Public Accounting Firm? in the Proxy Statement/Prospectus.

Amendment to the Custody Agreement between the Trust and U.S. Bank National Association –

EX-99.(9)(B) 3 cornercap-amendmastermpscu.htm EX-99.(9)(B) AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT THIS AMENDMENT dated as of the last date on the signature block, to the Custody Agreement, dated as of April 6, 2011, (the "Agreement"), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (the "Trust") and U.S. Bank National Association, a national

Level 1

Schedule of Investments July 31, 2022 (Unaudited)) V-Shares US Leadership Diversity ETF Shares Value COMMON STOCKS - 99.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14

As filed with the U.S. Securities and Exchange Commission on September 28, 2022 1933 Act File No. 333-267072 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. 1 Post-Effective Amendment No. Managed Portfolio Series (Exact Name of Registrant as Specified in Charter) 615 East Michigan Stree

Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC –

EX-99.(13)(B)(I) 8 cornercap-amendmastermpsta.htm EX-99.(13)(B)(I) AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT THIS AMENDMENT dated as of the last date on the signature block, to the Transfer Agent Servicing Agreement, dated as of April 6, 2011, as amended (the "Agreement"), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (the "T

Rule 12b-1 Plan – filed herewith.

EX-99.(10)(A) 4 a12b-1plancornercap.htm EX-99.(10)(A) MANAGED PORTFOLIO SERIES DISTRIBUTION PLAN (12b-1 Plan) The following Distribution Plan (the “Plan”) has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”), by Managed Portfolio Series (the “Trust”), a Delaware statutory trust, on behalf of the series of the Trust listed on Schedule A as may be

% of

Schedule of Investments July 31, 2022 (Unaudited) V-Shares MSCI World ESG Materiality and Carbon Transition ETF Shares Value COMMON STOCKS - 99.

Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – filed herewith.

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT THIS AMENDMENT dated as of the last date on the signature block, to the Fund Administration Servicing Agreement, dated as of April 6, 2011, as amended (the "Agreement"), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (the "Trust") and U.

Rule 18f-3 Plan – filed herewith.

EX-99.(10)(B) 5 multipleclassrule18f-3plan.htm EX-99.(10)(B) MANAGED PORTFOLIO SERIES on behalf of the Funds managed by CornerCap Investment Counsel, Inc. MULTIPLE CLASS PLAN Pursuant to Rule-18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), Managed Portfolio Series (the “Trust”) has adopted this Multiple Class Plan (the “Plan”) on behalf of the Funds managed by CornerCa

% of

Schedule of Investments July 31, 2022 (Unaudited) Jackson Square International Growth Fund Description Shares Value COMMON STOCKS - 96.

Shares

Schedule of Investments July 31, 2022 (Unaudited) Jackson Square SMID-Cap Growth Fund Description Shares Value COMMON STOCKS - 97.

% of

Schedule of Investments July 31, 2022 (Unaudited) Jackson Square Global Growth Fund Description Shares Value COMMON STOCKS - 96.

Shares

Schedule of Investments July 31, 2022 (Unaudited) Jackson Square Large-Cap Growth Fund Description Shares Value COMMON STOCKS - 97.

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 September 20, 2022 VIA EDGAR SUBMISSION ? FORM DEL AM Ms. Mindy Rotter and Ms. Rebecca Marquigny U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Delaying Amendment for CornerCap Small-Cap Value Fund (?Target Fund?) and CornerCap Small-Cap Value Fund

Level 1

Nuance Mid Cap Value Fund Schedule of Investments July 31, 2022 (Unaudited) Shares Value COMMON STOCKS - 87.

Level 1

Nuance Concentrated Value Long-Short Fund Schedule of Investments July 31, 2022 (Unaudited) Shares Value COMMON STOCKS - 94.

Level 1

Nuance Concentrated Value Fund Schedule of Investments July 31, 2022 (Unaudited) Shares Value COMMON STOCKS - 94.

Consent of Independent Registered Public Accounting Firm - filed herewith

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated May 27, 2022, relating to the financial statements and financial highlights of CornerCap Small-Cap Value Fund, a series of CornerCap Group of Funds, for the year ended March 31, 2022, and to the references to our firm under the headings ?How do the Boards and the Funds? Other Service Providers Compare?, ?Auditors?, and ?Financial Highlights? in the Proxy Statement/Prospectus.

Form of Proxy Card – incorporated herein by reference to Registrant's Registration Statement on Form N-14 filed on August 25, 2022.

PROXY PROXY CORNERCAP GROUP OF FUNDS SPECIAL MEETING OF SHAREHOLDERS TO BE HELD [NOVEMBER 4, 2022] THREE CANAL PLAZA, PORTLAND, ME 04101 CORNERCAP SMALL-CAP VALUE FUND THIS PROXY IS BEING SOLICITED BY THE BOARD OF TRUSTEES.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14

As filed with the U.S. Securities and Exchange Commission on August 25, 2022 1933 Act File No. 333- U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. Post-Effective Amendment No. Managed Portfolio Series (Exact Name of Registrant as Specified in Charter) 615 East Michigan Street Milwaukee

Form of Opinion and Consent of Stradley Ronon Stevens & Young LLP regarding tax matters – filed herewith.

Stradley Ronon Stevens & Young, LLP 2005 Market Street Suite 2600 Philadelphia, PA 19103 Telephone 215.

Operating Expenses Limitation Agreement between the Trust, on behalf of the CornerCap Small-Cap Value Fund, and CornerCap Investment Counsel, Inc. – incorporated herein by reference to Registrant's Registration Statement on form N-14 filed on August 25, 2022.

EX-99.6.B 3 cornercapoelaaugust2022-fi.htm EX-99.6.B OPERATING EXPENSES LIMITATION AGREEMENT Operating Expenses Limitation Agreement: CornerCap MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 17th day of August 2022, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”), on

Opinion and Consent of Counsel by Stradley Ronon Stevens & Young LLP for the CornerCap Small-Cap Value Fund – filed herewith.

EX-99.11 4 mps-cornercapformnx14opini.htm EX-99,11 FORM OF OPINION OF COUNSEL [], 2022 Board of Trustees Managed Portfolio Series 615 East Michigan Street Milwaukee, Wisconsin 53202 Subject: Registration Statement on Form N-14 Ladies and Gentlemen: We have acted as counsel to Managed Portfolio Series, a Delaware statutory trust (the “Acquiring Trust”), in connection with the preparation and filing

Powers of Attorney for Robert J. Kern, David A. Massart, Leonard M. Rush and David M. Swanson dated August 17, 2022 – incorporated herein by reference to Registrant's Registration Statement on Form N-14 filed on August 25, 2022.

POWER OF ATTORNEY The undersigned, representing all of the trustees of Managed Portfolio Series (the ?Trust?), a Delaware statutory trust, hereby appoint Brian R.

Investment Advisory Agreement between the Trust, on behalf of the CornerCap Small-Cap Value Fund, and CornerCap Investment Counsel, Inc. – incorporated herein by reference to Registrant's Registration Statement on Form N-14 filed on August 25, 2022.

MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT This AGREEMENT is made as of the 17th day of August 2022, by and between Managed Portfolio Series, a Delaware statutory trust (the ?Trust?) and CornerCap Investment Counsel, Inc.

Level 1

Port Street Quality Growth Fund Schedule of Investments June 30, 2022 (Unaudited) Shares Value COMMON STOCKS - 66.

Shares

Cove Street Capital Small Cap Value Fund Schedule of Investments June 30, 2022 (Unaudited) Shares Value COMMON STOCKS - 89.

Level 1

Great Lakes Large Cap Value Fund Schedule of Investments June 30, 2022 (Unaudited) Description Shares Value COMMON STOCKS - 98.

Level 1

Great Lakes Disciplined Equity Fund Schedule of Investments June 30, 2022 (Unaudited) Description Shares Value COMMON STOCKS - 99.

Level 1

Great Lakes Small Cap Opportunity Fund Schedule of Investments June 30, 2022 (Unaudited) Description Shares Value COMMON STOCKS - 97.

Level 1

Principal Street Short Term Municipal Fund Schedule of Investments May 31, 2022 (Unaudited) Description Par Value MUNICIPAL BONDS - 94.

Dates Acquired

Principal Street High Income Municipal Fund Schedule of Investments May 31, 2022 (Unaudited) Description Par Value MUNICIPAL BONDS - 105.

Beginning Shares

Schedule of Investments May 31, 2022 (Unaudited) ATAC Rotation Fund Description Shares Value EXCHANGE-TRADED FUNDS - 98.

Shares

Schedule of Investments April 30, 2022 (Unaudited) Coho Relative Value Equity Fund Shares Value COMMON STOCKS - 96.

Shares

Schedule of Investments April 30, 2022 (Unaudited) Coho Relative Value ESG Fund Shares Value COMMON STOCKS - 97.

PLEASE DO NOT DISREGARD THIS LETTER EVEN IF IT IS PAST THE INDICATED DEADLINE, PLEASE VOTE YOUR SHARES! Special Meeting of Shareholders Adjourned for a FOURTH TIME!!! IN ORDER TO LOWER THE EXPENSE RATIO OF THE FUNDS, WE NEED YOUR VOTE!

Filed by Managed Portfolio Series (SEC File No. 333-262082) pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Kensington Managed Income Fund / Kensington Dynamic Growth Fund SEC File No. 811-22756 PLEASE DO NOT DISREGARD THIS LETTER EVEN IF IT IS PAST THE INDICATED DEADLI

Dear Kensington Shareholder,

Filed by Managed Portfolio Series (SEC File No. 333-262082) pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Kensington Managed Income Fund / Kensington Dynamic Growth Fund SEC File No. 811-22756 Dear Kensington Shareholder, You are an owner of either Kensington Dynamic

MUHLENKAMP FUND

MUHLENKAMP FUND SCHEDULE OF INVESTMENTS March 31, 2022 (Unaudited) Name of Issuer or Title of Issue Shares Value COMMON STOCKS - 72.

Level 1

Schedule of Investments March 31, 2022 (Unaudited) LK Balanced Fund Description Shares Value COMMON STOCKS - 72.

Level 1

Friess Brandywine Blue Fund Schedule of Investments (Unaudited) March 31, 2022 Shares Cost Value COMMON STOCKS - 98.

Level 1

Friess Small Cap Growth Fund Schedule of Investments (Unaudited) March 31, 2022 Shares Cost Value COMMON STOCKS - 97.

Level 1

Friess Brandywine Fund Schedule of Investments (Unaudited) March 31, 2022 Shares Cost Value COMMON STOCKS - 95.

Shares

HTML OLSTEIN STRATEGIC OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS March 31, 2022 (Unaudited) Shares Value COMMON STOCKS - 97.

OLSTEIN ALL CAP VALUE FUND

HTML OLSTEIN ALL CAP VALUE FUND SCHEDULE OF INVESTMENTS March 31, 2022 (Unaudited) Shares Value COMMON STOCKS - 96.

PLEASE DO NOT DISREGARD THIS LETTER EVEN IF IT IS PAST THE INDICATED DEADLINE, PLEASE VOTE YOUR SHARES! Special Meeting of Shareholders Adjourned WE NEED YOUR PARTICIPATION

Filed by Managed Portfolio Series (SEC File No. 333-262082) pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Kensington Managed Income Fund / Kensington Dynamic Growth Fund SEC File No. 811-22756 PLEASE DO NOT DISREGARD THIS LETTER EVEN IF IT IS PAST THE INDICATED DEADLI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Managed Portfolio Series (Exact name of registr

As filed with the U.S. Securities and Exchange Commission on May 20, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Managed Portfolio Series (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organiz

Level 1

Schedule of Investments March 31, 2022 (Unaudited) Kensington Active Advantage Fund Description Shares Value EXCHANGE-TRADED FUND - 19.

PLEASE DO NOT DISREGARD THIS LETTER EVEN IF IT IS PAST THE INDICATED DEADLINE, PLEASE VOTE YOUR SHARES! Special Meeting of Shareholders May 17, 2022 WE NEED YOUR PARTICIPATION

Filed by Managed Portfolio Series (SEC File No. 333-262082) pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended Subject Company: Kensington Managed Income Fund / Kensington Dynamic Growth Fund SEC File No. 811-22756 PLEASE DO NOT DISREGARD THIS LETTER EVEN IF IT IS PAST THE INDICATED DEADLI

Fair Value

Schedule of Investments February 28, 2022 (unaudited) Tortoise North American Pipeline Fund Shares Fair Value Common Stock - 80.

Fair Value

Schedule of Investments February 28, 2022 (unaudited) Ecofin Sustainable Water Fund Shares Fair Value Common Stock - 94.

Fair Value

Schedule of Investments February 28, 2022 (unaudited) Tortoise MLP & Pipeline Fund Shares Fair Value Common Stock - 74.

Fair Value

Schedule of Investments February 28, 2022 (unaudited) Ecofin Global Renewables Infrastructure Fund Shares Fair Value Common Stock - 81.

Fair Value

Schedule of Investments February 28, 2022 (unaudited) Ecofin Global Energy Transition Fund Shares Fair Value Common Stock - 79.

Fair Value

Schedule of Investments February 28, 2022 (unaudited) Ecofin Global Water ESG Fund Shares Fair Value Common Stock - 99.

Fair Value

Schedule of Investments February 28, 2022 (unaudited) Ecofin Digital Payments Infrastructure Fund Shares Fair Value Common Stock - 99.

Fair Value

Schedule of Investments February 28, 2022 (unaudited) Tortoise MLP & Energy Income Fund Principal Amount/Shares Fair Value Common Stock - 52.

Reinhart Mid Cap PMV Fund

Reinhart Mid Cap PMV Fund Schedule of Investments February 28, 2022 (Unaudited) Description Shares Value COMMON STOCKS - 98.

Reinhart Genesis PMV Fund

Reinhart Genesis PMV Fund Schedule of Investments February 28, 2022 (Unaudited) Description Shares Value COMMON STOCKS - 97.

* * * * * *

April 18, 2022 VIA EDGAR TRANSMISSION Ms. Rebecca Marquigny United States Securities and Exchange Commission Division of Investment Management 100 F Street N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos. 333-172080and 811-22525 Reinhart International PMV Fund S000075809 Dear Ms. Marquigny: We are responding to comments received from the Securities and Exchange Comm

COMMON STOCKS - 98.1%

Schedule of Investments January 31, 2022 (Unaudited) Jackson Square Large-Cap Growth Fund Description Shares Value COMMON STOCKS - 98.

COMMON STOCKS - 98.4%

HTML Schedule of Investments January 31, 2022 (Unaudited) Jackson Square SMID-Cap Growth Fund Description Shares Value COMMON STOCKS - 98.

COMMON STOCKS - 93.4%

Schedule of Investments January 31, 2022 (Unaudited) Jackson Square International Growth Fund Description Shares Value COMMON STOCKS - 93.

Level 1

Schedule of Investments January 31, 2022 (Unaudited) V-Shares US Leadership Diversity ETF Shares Value COMMON STOCKS - 99.

Schedule of

Schedule of Investments January 31, 2022 (Unaudited) Jackson Square Global Growth Fund Description Shares Value COMMON STOCKS - 98.

* * * * * * * *

CORRESP 17 filename17.htm Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 March 21, 2022 VIA EDGAR TRANSMISSION Ms. Mindy Rotter U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) Registration Statement on Form N-14 (File No. 333-26208

Form of Agreement and Plan of Reorganization – incorporated herein by reference to the Registrant’s Registration Statement on Form N-14 filed on March 21, 2022.

As filed with the U.S. Securities and Exchange Commission on March 21, 2022 1933 Act File No. 333-262082 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. 1 Post-Effective Amendment No. Managed Portfolio Series (Exact Name of Registrant as Specified in Charter) 615 East Michigan Street Mi

Form of Proxy Card – filed herewith.

PROXY PROXY ADVISORS PREFERRED TRUST SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 29, 2022 41 S.

Form of Opinion and Consent of Stradley Ronon Stevens & Young LLP regarding tax matters – filed herewith

EX-12 3 mps-kensingtonnx14formofta.htm EX-12 Stradley Ronon Stevens & Young, LLP 2005 Market Street Suite 2600 Philadelphia, PA 19103 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.com [], 2022 Board of Trustees, Advisors Preferred Trust Board of Trustees, Managed Portfolio Series Re: Agreement and Plan of Reorganization (“Agreement”) adopted as of [], 2022 by and by and between Managed Port

Consent of Independent Registered Public Accounting Firm (BBD) is filed herewith

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm in the Registration Statement on Form N-14 of Advisors Preferred Trust and to the use of our report dated February 25, 2022 on the financial statements and financial highlights of Kensington Managed Income Fund and Kensington Dynamic Growth Fund, each a series of shares of beneficial interest in Advisors Preferred Trust.

Consent of Independent Registered Public Accounting Firm (

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the references to our firm in this Registration Statement on Form N-14 of Kensington Managed Income Fund and Kensington Dynamic Growth Fund under the headings ?How Do The Boards and The Funds? Other Service Providers Compare?? and ?Auditors? in the Proxy Statement/Prospectus and ?Independent Registered Public Accounting Firm? in the Statement of Additional Information.

Opinion and Consent of Counsel by Stradley Ronon Stevens & Young LLP for the Kensington Managed Income Fund and Kensington Dynamic Growth Fund – filed herewith.

Stradley Ronon Stevens & Young, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103-7098 Telephone: (215) 564-8000 Fax: (215) 564-8120 March 21, 2022 Board of Trustees Managed Portfolio Series 615 East Michigan Street Milwaukee, Wisconsin 53202 Subject: Registration Statement on Form N-14 Ladies and Gentlemen: We have acted as counsel to Managed Portfolio Series, a Delaware statutory trust (the ?Acquiring Trust?), in connection with the preparation and filing with the U.

Managed Portfolio Series 615 East Michigan Street | Milwaukee, Wisconsin 53202

Managed Portfolio Series 615 East Michigan Street | Milwaukee, Wisconsin 53202 March 15, 2022 Ms.

Level 1

Nuance Mid Cap Value Fund Schedule of Investments 1/31/2022 (Unaudited) Shares Value COMMON STOCKS - 84.

Level 1

Nuance Concentrated Value Fund Schedule of Investments 1/31/2022 (Unaudited) Shares Value COMMON STOCKS - 85.

Level 1

Nuance Concentrated Value Long-Short Fund Schedule of Investments January 31, 2022 (Unaudited) Shares Value COMMON STOCKS - 85.

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 March 1, 2022 VIA EDGAR TRANSMISSION Ms. Mindy Rotter U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the ?Trust?) File Nos.: 33-172080 and 811-22525 Dear Ms. Rotter: The purpose of this let

Level 1

Port Street Quality Growth Fund Schedule of Investments December 31, 2021 (Unaudited) Shares Value COMMON STOCKS - 67.

Shares

CSC Small Cap Value Fund Schedule of Investments December 31, 2021 (Unaudited) Shares Value COMMON STOCKS - 96.

Level 1

Great Lakes Disciplined Equity Fund Schedule of Investments December 31, 2021 (Unaudited) Description Shares Value COMMON STOCKS - 96.

Level 1

Great Lakes Large Cap Value Fund Schedule of Investments December 31, 2021 (Unaudited) Description Shares Value COMMON STOCKS - 95.

Level 1

Great Lakes Small Cap Opportunity Fund Schedule of Investments December 31, 2021 (Unaudited) Description Shares Value COMMON STOCKS - 96.

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 February 11, 2022 VIA EDGAR TRANSMISSION Ms. Rebecca Marquigny U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Ms. Mindy Rotter U.S. Securities and Exchange Commission Division of Investment Management Disclosure Review

February 4, 2022

February 4, 2022 VIA EDGAR Ms. Rebecca Marquigny United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington D.C. 20549 RE: Managed Portfolio Series Files No.: 333-172080; 811-22525 Dear Ms. Marquigny: In accordance with Rule 461 of Regulation C under the Securities Act of 1933, as amended (the “1933 Act”), the undersigned, on behalf of Managed

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 February 3, 2022 VIA EDGAR SUBMISSION ? FORM DEL AM Ms. Allison White and Ms. Mindy Rotter U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Delaying Amendment for Kensington Managed Income Fund and Kensington Dynamic Growth Fund (each a ?Target Fund?

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Managed Portfolio Series c/o U.S. Bancorp Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 February 1, 2022 VIA EDGAR TRANSMISSION Ms. Rebecca Marquigny U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 Ecofin Sustainable Water Fund (S000

Schedule of Investments November 30, 2021 (Unaudited) ATAC Rotation Fund Description Shares Value EXCHANGE-TRADED FUNDS - 99.2% Schwab Intermediate Term U.S. Treasury Fund * 892,491 $ 50,363,267 SPDR Portfolio Long Term Treasury Fund 1,038,136 44,722

HTML Schedule of Investments November 30, 2021 (Unaudited) ATAC Rotation Fund Description Shares Value EXCHANGE-TRADED FUNDS - 99.

Dates Acquired

Principal Street High Income Municipal Fund Schedule of Investments November 30, 2021 (Unaudited) Description Par Value MUNICIPAL BONDS - 97.

Managed Portfolio Series

Managed Portfolio Series c/o U.S. Bancorp Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 January 20, 2022 VIA EDGAR TRANSMISSION Ms. Rebecca Marquigny U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 Ecofin Sustainable Water Fund (S000

U.S. BANCORP GLOBAL FUND SERVICES

U.S. BANCORP GLOBAL FUND SERVICES 615 E. Michigan Street Milwaukee, WI 53202 January 10, 2022 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Investment Management 100 “F” Street, N.E. Washington, D.C. 20549 RE: MANAGED PORTFOLIO SERIES (the “Trust”) Securities Act Registration No: 333-172080 Investment Company Registration No: 811-22525 Dear Sir or Madam: Pursu

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14

As filed with the U.S. Securities and Exchange Commission on January 10, 2021 1933 Act File No. 333-184169 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. Post-Effective Amendment No. Managed Portfolio Series (Exact Name of Registrant as Specified in Charter) 615 East Michigan Street Mi

Consent of Independent Registered Public Accounting Firm is filed herewith

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated March 1, 2021, relating to the financial statements and financial highlights of Kensington Managed Income Fund and Kensington Dynamic Growth Fund (the “Funds”), each a series of Advisors Preferred Trust, for the period ended December 31, 2020, and to the references to our firm under the headings “How Do the Boards and the Funds’ Other Service Providers Compare?”, “Auditors” and “Financial Highlights” in the Prospectus.

U.S. Bancorp Fund Services, LLC

U.S. Bancorp Fund Services, LLC 777 East Wisconsin Ave. MK-WI-T10 Milwaukee, WI 53202 December 30, 2021 VIA EDGAR TRANSMISSION Re: Managed Portfolio Series (the ?Trust?) File Nos.: 333-172080 and 811-22525 United States Securities and Exchange Commission Division of Investment Management 100 F. Street N.E. Washington D.C. 20549 To whom it may concern, Pursuant to Rule 14a-6(a) under the Securities

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Shares

Schedule of Investments October 31, 2021 (Unaudited) Coho Relative Value ESG Fund Shares Value COMMON STOCKS - 96.

“DESCRIPTION OF THE PROPOSAL APPROVAL OF LONG-SHORT FUND DIVERSIFICATION CLASSIFICATION”

Managed Portfolio Series c/o U.S. Bancorp Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 December 29, 2021 VIA EDGAR TRANSMISSION Ms. Holly Hunter-Ceci U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 811-22525 Nuance Concentrated Value Long-Sho

Shares

Schedule of Investments October 31, 2021 (Unaudited) Coho Relative Value Equity Fund Shares Value COMMON STOCKS - 97.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Managed Portfolio Series (Exact name of registr

As filed with the Securities and Exchange Commission on December 20, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Managed Portfolio Series (Exact name of registr

8-A12B 1 v-sharesnx8a.htm 8A12B As filed with the Securities and Exchange Commission on December 20, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Managed Portfolio Series (Exact name of registrant as specified in its charter) Delaware (S

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

U.S. Bancorp Fund Services, LLC

CORRESP 2 filename2.htm U.S. Bancorp Fund Services, LLC 777 East Wisconsin Ave. MK-WI-T10 Milwaukee, WI 53202 December 17, 2021 VIA EDGAR TRANSMISSION Re: Managed Portfolio Series (the “Trust”) File Nos.: 333-172080 and 812-22525 United States Securities and Exchange Commission Division of Investment Management 100 F. Street N.E. Washington D.C. 20549 To whom it may concern, Pursuant to Rule 14a-6

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Managed Portfolio Series c/o U.S. Bancorp Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 December 17, 2021 VIA EDGAR TRANSMISSION Ms. Holly Hunter-Ceci U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the ?Trust?) File Nos.: 333-172080 and 811-22525 V-Shares U.S. Diversity ETF (S0000

ISS ESG US Diversity Index S&P 500 Number of constituent companies 497 500 Percent of holdings with woman or ethnically diverse CEO/Board Chair 45% 23% Median combined board diversity percent 50% 44% Median number of women directors/NEOs 4 4 Minimum

Managed Portfolio Series c/o U.S. Bancorp Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 December 16, 2021 VIA EDGAR TRANSMISSION Ms. Holly Hunter-Ceci U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the ?Trust?) File Nos.: 333-172080 and 811-22525 V-Shares U.S. Diversity ETF (S0000

11 sectors 100.00% 497 GICS Sector Allocation Weight # Names Communication Services 10.65% 21 Consumer Discretionary 7.94% 67 Consumer Staples 5.08% 31 Energy 1.63% 7 Financials 10.37% 78 Health Care 12.33% 67 Industrials 5.98% 62 Information Technol

Managed Portfolio Series c/o U.S. Bancorp Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 December 9, 2021 VIA EDGAR TRANSMISSION Ms. Holly Hunter-Ceci U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the ?Trust?) File Nos.: 333-172080 and 811-22525 V-Shares U.S. Diversity ETF (S00007

Level 1

Friess Brandywine Fund Schedule of Investments (Unaudited) September 30, 2021 Shares Cost Value COMMON STOCKS - 97.

Level 1

Friess Small Cap Growth Fund Schedule of Investments (Unaudited) September 30, 2021 Shares Cost Value COMMON STOCKS - 95.

Level 1

Friess Brandywine Blue Fund Schedule of Investments (Unaudited) September 30, 2021 Shares Cost Value COMMON STOCKS - 96.

OLSTEIN STRATEGIC OPPORTUNITIES FUND

HTML OLSTEIN STRATEGIC OPPORTUNITIES FUND SCHEDULE OF INVESTMENTS September 30, 2021 (Unaudited) Shares Value COMMON STOCKS - 96.

TorrayResolute Small/Mid Cap Growth Fund

TorrayResolute Small/Mid Cap Growth Fund Schedule of Investments (Unaudited) September 30, 2021 Description Shares Value COMMON STOCKS - 95.

OLSTEIN ALL CAP VALUE FUND

HTML OLSTEIN ALL CAP VALUE FUND SCHEDULE OF INVESTMENTS September 30, 2021 (Unaudited) Description Shares Value COMMON STOCKS - 93.

MUHLENKAMP FUND

MUHLENKAMP FUND SCHEDULE OF INVESTMENTS September 30, 2021 (Unaudited) Name of Issuer or Title of Issue Shares Value COMMON STOCKS - 86.

Level 1

Schedule of Investments September 30, 2021 (unaudited) LK Balanced Fund Description Shares Value COMMON STOCKS - 72.

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202

Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202 November 1, 2021 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: Managed Portfolio Series (the ?Trust?) Securities Act Registration No: 333-172080 Investment Company Act Registration N

Fair Value

Schedule of Investments August 31, 2021 (unaudited) Tortoise North American Pipeline Fund Shares Fair Value Common Stock - 81.

Fair Value

Schedule of Investments August 31, 2021 (unaudited) Tortoise MLP & Pipeline Fund Shares Fair Value Common Stock - 73.

Fair Value

Schedule of Investments August 31, 2021 (unaudited) Ecofin Global Water ESG Fund Shares Fair Value Common Stock - 99.

Principal Amount/Shares

Schedule of Investments August 31, 2021 (unaudited) Tortoise MLP & Energy Income Fund Principal Amount/Shares Fair Value Common Stocks - 48.

Fair Value

Schedule of Investments August 31, 2021 (unaudited) Ecofin Digital Payments Infrastructure Fund Shares Fair Value Common Stock - 99.

Fair Value

Schedule of Investments August 31, 2021 (unaudited) Ecofin Global Renewables Infrastructure Fund Shares Fair Value Common Stock - 88.

Reinhart Genesis PMV Fund

Reinhart Genesis PMV Fund Schedule of Investments August 31, 2021 (Unaudited) Description Shares Value COMMON STOCKS - 97.

Reinhart Mid Cap PMV Fund

Reinhart Mid Cap PMV Fund Schedule of Investments August 31, 2021 (Unaudited) Description Shares Value COMMON STOCKS - 95.

U.S. Bank Global Fund Services

U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 September 30, 2021 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Investment Management 100 F. Street N.E. Washington D.C. 20549 Re: Managed Portfolio Series (the ?Trust?) File Nos.: 333-172080 and 811-22525 Dear Sir or Madam: On behalf of the Trust and pursuant to paragraph (a) of Rule

Schedule of

Schedule of Investments July 31, 2021 (Unaudited) Jackson Square International Growth Fund Description Shares Value COMMON STOCKS - 98.

Schedule of

HTML Schedule of Investments July 31, 2021 (Unaudited) Jackson Square Select 20 Growth Fund Description Shares Value COMMON STOCKS - 99.

Schedule of

HTML Schedule of Investments July 31, 2021 (Unaudited) Jackson Square Global Growth Fund Description Shares Value COMMON STOCKS - 98.

Schedule of

HTML Schedule of Investments July 31, 2021 (Unaudited) Jackson Square Large-Cap Growth Fund Description Shares Value COMMON STOCKS - 100.

Schedule of

HTML Schedule of Investments July 31, 2021 (Unaudited) Jackson Square SMID-Cap Growth Fund Description Shares Value COMMON STOCKS - 98.

Level 1

Nuance Concentrated Value Long-Short Fund Schedule of Investments July 31, 2021 (Unaudited) Shares Value COMMON STOCKS - 83.

Level 1

Nuance Mid Cap Value Fund Schedule of Investments 7/31/2021 (Unaudited) Shares Value COMMON STOCKS - 83.

Level 1

Nuance Mid Cap Value Fund Schedule of Investments 7/31/2021 (Unaudited) Shares Value COMMON STOCKS - 83.

Level 1

Nuance Concentrated Value Fund Schedule of Investments 7/31/2021 (Unaudited) Shares Value COMMON STOCKS - 84.

Level 1

Great Lakes Small Cap Opportunity Fund Schedule of Investments June 30, 2021 (Unaudited) Description Shares Value COMMON STOCKS - 97.

Level 1

Great Lakes Disciplined Equity Fund Schedule of Investments June 30, 2021 (Unaudited) Description Shares Value COMMON STOCKS - 99.

Level 1

Great Lakes Bond Fund Schedule of Investments June 30, 2021 (Unaudited) Description Par Value CORPORATE BONDS - 43.

Level 1

Great Lakes Large Cap Value Fund Schedule of Investments June 30, 2021 (Unaudited) Description Shares Value COMMON STOCKS - 99.

Level 1

Port Street Quality Growth Fund Schedule of Investments June 30, 2021 (Unaudited) Shares Value COMMON STOCKS - 61.

Fair Value as of June 30, 2021

CSC Small Cap Value Fund Schedule of Investments June 30, 2021 (Unaudited) Shares Value COMMON STOCKS - 89.

Beginning Shares

Schedule of Investments May 31, 2021 (Unaudited) ATAC Rotation Fund Description Shares Value EXCHANGE-TRADED FUNDS - 98.