Baird Acquisition Prompts Reinhart Funds' Proxy Vote on New Advisory Pact

TL;DR

**Vote YES on the Reinhart advisory agreement; it's a rubber stamp for business as usual after Baird's strategic stake, with no fee hikes or management shake-ups.**

AI Summary

Managed Portfolio Series is seeking shareholder approval for a new investment advisory agreement with Reinhart Partners, LLC, following Baird Financial Corporation's acquisition of over 25% of Reinhart's voting shares. This acquisition, expected in Q4 2025, triggers a change of control under the Investment Company Act of 1940, automatically terminating the existing advisory agreement. The proposed New Advisory Agreement maintains the same portfolio management personnel, investment strategies, and advisory fees, ensuring no changes to how the Reinhart Mid Cap PMV Fund, Reinhart Genesis PMV Fund, and Reinhart International PMV Fund are managed. James E. Reinhart, Founder, Chairman, and CEO, will retain a meaningful minority interest and remain actively involved. Reinhart Partners, LLC manages approximately $3.75 billion in assets as of May 31, 2025. The Board of Trustees unanimously recommends shareholders vote FOR the proposal, with the special meeting scheduled for December 12, 2025, in Milwaukee, Wisconsin.

Why It Matters

This proxy vote is crucial for investors in the Reinhart Mid Cap PMV Fund, Reinhart Genesis PMV Fund, and Reinhart International PMV Fund as it ensures continuity of investment management following a significant ownership change at Reinhart Partners, LLC. While the filing states no changes to fees, management, or strategy, the approval of the New Advisory Agreement is legally required to maintain the current advisory relationship. For employees of Reinhart, the continued involvement of James E. Reinhart and the backing of Baird Financial Corporation could signal stability and potential growth opportunities. In the competitive asset management landscape, this acquisition by Baird, a prominent financial services firm, could enhance Reinhart's market position and resources, potentially benefiting customers through improved services or broader offerings in the future.

Risk Assessment

Risk Level: low — The risk level is low because the DEF 14A explicitly states there will be no changes to portfolio management personnel, investment strategies, or advisory fees. The New Advisory Agreement is materially identical to the current one, except for the effective date, and the Board of Trustees unanimously recommends approval, indicating a smooth transition.

Analyst Insight

Investors should vote FOR the New Advisory Agreement to ensure uninterrupted management of their funds. Given the stated continuity in fees, personnel, and strategy, this vote is primarily a procedural formality to comply with the Investment Company Act of 1940 following the change of control.

Key Numbers

• $3.75B — Assets Under Advisement (Reinhart Partners, LLC's assets as of May 31, 2025)
• 25% — Voting Shares Acquired (Percentage of Reinhart voting shares acquired by Baird Financial Corporation)
• 2025-12-12 — Special Meeting Date (Date for shareholder vote on New Advisory Agreement)
• 2025-10-09 — Record Date (Date for determining eligible shareholders to vote)
• 1991 — Reinhart Establishment Year (Year Reinhart Partners, LLC was established)

Key Players & Entities

• Managed Portfolio Series (company) — Registrant and Trust for the Funds
• Reinhart Partners, LLC (company) — Investment adviser to the Funds
• Baird Financial Corporation (company) — Acquirer of more than 25% of Reinhart's voting shares
• Robert W. Baird Co. Incorporated (company) — Subsidiary of Baird Financial Corporation
• James E. Reinhart (person) — Founder, Chairman, CEO of Reinhart, retaining minority interest and board seat
• Brian R. Wiedmeyer (person) — President of Managed Portfolio Series
• Jason M. Venner (person) — Secretary of Managed Portfolio Series
• U.S. Bancorp Fund Services, LLC (company) — Fund's administrator
• Quasar Distributors, LLC (company) — Distributor of the Fund's shares
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Change of Control Trigger [medium — regulatory]: Baird Financial Corporation's acquisition of over 25% of Reinhart's voting shares triggers a change of control under the Investment Company Act of 1940. This necessitates shareholder approval of a new investment advisory agreement to ensure continuity of management.
• Continuity of Management [low — operational]: While the new advisory agreement maintains the same portfolio management personnel and strategies, any unforeseen departure or disruption in key personnel following the acquisition could impact fund performance.

Industry Context

The asset management industry is subject to significant regulatory oversight, particularly concerning changes in control of investment advisors. Fund shareholders rely on the continuity of management and investment strategies. Acquisitions within the industry often trigger 'change of control' clauses in advisory agreements, requiring shareholder approval to ensure investor protection and maintain stability.

Regulatory Implications

The Investment Company Act of 1940 mandates shareholder approval for new advisory agreements following a change of control of the investment adviser. Failure to obtain this approval would lead to the termination of the advisory relationship, potentially disrupting fund operations and management. The filing ensures compliance with these regulatory requirements.

What Investors Should Do

1. Vote FOR the New Advisory Agreement
2. Vote FOR Adjournments
3. Review Proxy Materials Carefully

Key Dates

• 2025-12-12: Special Meeting of Shareholders — Shareholders will vote on the New Advisory Agreement with Reinhart Partners, LLC.
• 2025-10-09: Record Date — Determines which shareholders are eligible to vote at the special meeting.
• 2025-10-24: Proxy Statement Date — Date of the proxy statement, providing details on the proposals for shareholder vote.
• Q4 2025: Expected Closing of Acquisition — The acquisition of Reinhart by Baird is expected to close, triggering the change of control.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters requiring their vote. (This document is the proxy statement detailing the proposed New Advisory Agreement and the reasons for the shareholder vote.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of companies, including mutual funds, that engage in investing, reinvesting, and trading in securities. (This Act's 'change of control' provisions are the primary reason for the required shareholder vote on the new advisory agreement.)

Change of Control

A significant event, such as an acquisition or merger, that results in a shift in the ownership or management of a company. (The acquisition of Reinhart Partners by Baird Financial Corporation constitutes a change of control, necessitating the shareholder vote.)

New Advisory Agreement

A proposed contract between the Managed Portfolio Series (on behalf of its Funds) and Reinhart Partners, LLC, outlining the terms of investment advisory services. (This is the central proposal that shareholders are being asked to approve.)

Equity Purchase Agreement

A contract for the sale of shares in a company, detailing the terms and conditions of the transaction. (This agreement between Baird Financial Corporation and Reinhart Partners is the catalyst for the current proxy filing.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting, not an annual report, and therefore direct year-over-year financial comparisons are not applicable. The primary focus is on the proposed change in control of the investment adviser, Reinhart Partners, LLC, due to Baird Financial Corporation's acquisition of over 25% of its voting shares. The key event is the need for shareholder approval of a new investment advisory agreement to ensure continuity of management and investment strategy.

Key Financial Figures

• $3.75 billion — stitutions and is responsible for about $3.75 billion in assets under advisement as of May 31

Filing Documents

• reinhartproxychangeincontr.htm (DEF 14A) — 322KB
• arrow.jpg (GRAPHIC) — 5KB
• computer.jpg (GRAPHIC) — 3KB
• corner.jpg (GRAPHIC) — 8KB
• ml.jpg (GRAPHIC) — 3KB
• phone.jpg (GRAPHIC) — 1KB
• phone2.jpg (GRAPHIC) — 2KB
• 0000894189-25-011419.txt ( ) — 349KB
• S000037193
• C000114561 (RPMMX)
• C000114562 (RPMVX)
• C000194018 (RPMNX)
• S000055903
• C000176068 (RPMAX)
• C000176069 (RPMFX)
• S000075809
• C000235103 (RPMYX)

From the Filing

DEF 14A 1 reinhartproxychangeincontr.htm DEF 14A Document 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 Definitive Proxy Statement. Definitive Additional Materials. Soliciting Material Pursuant to 240.14a-12. MANAGED PORTFOLIO SERIES (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box) No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies (2) Aggregate number of securities to which transaction applies (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined) (4) Proposed maximum aggregate value of transaction (5) Total fee paid Fee paid previously with preliminary materials Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid (2) Form, Schedule or Registration Statement No. (3) Filing Party (4) Date Filed Reinhart Mid Cap PMV Fund Reinhart Genesis PMV Fund Reinhart International PMV Fund Each a Series of Managed Portfolio Series 615 East Michigan Avenue Milwaukee, WI 53202 October 24, 2025 Dear Shareholder, Please take a moment to read this letter and the enclosed proxy statement about an important matter pertaining to your investment. We need your help with the upcoming special meeting of shareholders of the Reinhart Mid Cap PMV Fund (the "Mid Cap Fund"), the Reinhart Genesis PMV Fund (the "Genesis Fund") and the Reinhart International PMV Fund (the "International Fund") (collectively, the "Funds" or the "Reinhart Funds"), each a series of Managed Portfolio Series (the "Trust"), to vote on important proposals affecting the Funds. The special meeting will be held on December 12, 2025, at 615 East Michigan Avenue, Milwaukee, Wisconsin 53202 at 100 PM local time. For the reasons described below, we are asking shareholders of each Fund to approve a new investment advisory agreement between the Trust, on behalf of the Funds, and Reinhart Partners, LLC ("Reinhart") (the "New Advisory Agreement"). Shareholders will also be asked to approve any adjournments of the special meeting of shareholders needed to solicit additional proxies if there are insufficient votes at the time of the special meeting to constitute a quorum or to approve the proposal relating to the New Advisory Agreement. Reinhart, the investment adviser to the Funds, and its applicable affiliates, have entered into an Equity Purchase Agreement with Baird Financial Corporation, the parent company of Robert W. Baird Co. Incorporated (collectively, "Baird"), whereby Baird will acquire more than 25% of the voting shares of Reinhart (the Acquisition). The Acquisition will be deemed to result in a change of control of Reinhart pursuant to the Investment Company Act of 1940, as amended, effective as of the close of business on the day of closing of the Acquisition, currently expected to take place in the fourth quarter of 2025. Founder, Chairman CEO James E. Reinhart will retain a meaningful minority interest and continue to serve as a board member actively involved in the firm's operations. The change of control caused by the Acquisition will result in the termination of the previously existing advisory agreement between the Trust, on behalf of each of the Funds, and Reinhart. In order for Reinhart to continue serving as the Funds' investment adviser following the Acquisition, the Trust is required to seek the approval by the shareholders of the Funds of the New Advisory Agreement. The New Advisory Agreement will result in no changes to each Fund's portfolio management personnel, and the Acquisition is not expected to result in any change to the way the Funds are managed. Additionally, the advisory fees will not change and there are no material differences in the terms of the New Advisory Agreement as compared to the terms of the Funds' current investment advisory agreement, except for the effective date. Approval of the New Advisory Agreement would simply continue the relationship between Reinhart and the Funds. Please note that the advisory fees payable to Reinhart under the New Advisory Agreement are the same as the advisory fees payable under the current inve

View Full Filing

View this DEF 14A filing on SEC EDGAR