SEC Company Response from Managed Portfolio Series (CIK 0001511699) — Mar 2, 2020
Managed Portfolio Series (CIK 0001511699)
Date: March 2, 2020 · CIK: 0001511699 · Accession: 0000894189-20-001697
AI Filing Summary & Sentiment
File numbers found in text: 811-22525
Letter
VIA EDGAR TRANSMISSION Division of Investment Management Re: Managed Portfolio Series (the “Trust”) File No.: 811-22525 ATAC Rotation Fund (S000038237)
Dear Ms. White:
The purpose of this letter is to respond to the comment provided on February 21, 2020 regarding the preliminary proxy statement filed on Schedule 14A (“Proxy Statement”) (accession number 0000894189-20-001273) with the U.S. Securities and Exchange Commission (the “SEC”) regarding the approval of a new investment advisory agreement between the Trust and Toroso Investments, LLC (“Toroso”) with respect to the ATAC Rotation Fund (the “Fund).
For your convenience in reviewing the responses, the comments and suggestions received are included in bold-face type immediately followed by the response. Capitalized terms used in this response letter, but not defined herein, shall have the same meaning as in the Proxy Statement.
Responses to the comments are as follows:
1.
The Staff notes that page 3 of the proxy statement includes the following disclosure: “If the shareholders of a Fund do not approve the New Advisory Agreement, the Current Advisory Agreement will remain in full force and effect, and the Board will consider other alternatives to the New Advisory Agreement. Further, the Board will take such other actions as it deems in the best interests of shareholders of the Fund.” Please disclose the other alternatives the Board will consider.
The Trust responds by revising the disclosure as follows: “If the shareholders of a Fund do not approve the New Advisory Agreement, the Current Advisory Agreement will remain in full force and effect, and the Board will consider other alternatives to the New Advisory Agreement. One alternative would be to consider approval of an investment advisory agreement with a different investment adviser, subject to shareholder approval, or liquidation of the Fund if Pension Partners determined to terminate the Current Advisory Agreement with the Trust and no successor investment adviser had been identified. Further, The Board will take such other actions as it deems in the best interests of shareholders of the Fund.
We trust that the above responses and revisions adequately address your comments. If you have any additional questions or require further information, please contact the undersigned at (414) 765-6611.
Sincerely,
MANAGED PORTFOLIO SERIES
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CORRESP 1 filename1.htm Document Managed Portfolio Series c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, WI 53202 March 2, 2020 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 ATAC Rotation Fund (S000038237) Dear Ms. White: The purpose of this letter is to respond to the comment provided on February 21, 2020 regarding the preliminary proxy statement filed on Schedule 14A (“Proxy Statement”) (accession number 0000894189-20-001273) with the U.S. Securities and Exchange Commission (the “SEC”) regarding the approval of a new investment advisory agreement between the Trust and Toroso Investments, LLC (“Toroso”) with respect to the ATAC Rotation Fund (the “Fund). For your convenience in reviewing the responses, the comments and suggestions received are included in bold-face type immediately followed by the response. Capitalized terms used in this response letter, but not defined herein, shall have the same meaning as in the Proxy Statement. Responses to the comments are as follows: 1. The Staff notes that page 3 of the proxy statement includes the following disclosure: “If the shareholders of a Fund do not approve the New Advisory Agreement, the Current Advisory Agreement will remain in full force and effect, and the Board will consider other alternatives to the New Advisory Agreement. Further, the Board will take such other actions as it deems in the best interests of shareholders of the Fund.” Please disclose the other alternatives the Board will consider. The Trust responds by revising the disclosure as follows: “If the shareholders of a Fund do not approve the New Advisory Agreement, the Current Advisory Agreement will remain in full force and effect, and the Board will consider other alternatives to the New Advisory Agreement. One alternative would be to consider approval of an investment advisory agreement with a different investment adviser, subject to shareholder approval, or liquidation of the Fund if Pension Partners determined to terminate the Current Advisory Agreement with the Trust and no successor investment adviser had been identified. Further, The Board will take such other actions as it deems in the best interests of shareholders of the Fund. We trust that the above responses and revisions adequately address your comments. If you have any additional questions or require further information, please contact the undersigned at (414) 765-6611. Sincerely, MANAGED PORTFOLIO SERIES /s/ Thomas A. Bausch Thomas A. Bausch, J.D. Secretary cc: Michael P. O’Hare, Esq., Stradley Ronon Stevens & Young, LLP.