03/09/2026 | Press release | Distributed by Public on 03/09/2026 13:53
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 811-23859
Advisor Managed Portfolios
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip code)
Russell B. Simon, President
Advisor Managed Portfolios
2020 East Financial Way, Suite 100
Glendora, CA 91741
(Name and address of agent for service)
(626) 914-7395
Registrant's telephone number, including area code
Date of fiscal year end: December 31
Date of reporting period: December 31, 2025
Item 1. Reports to Stockholders.
| (a) |
|
Trenchless Fund ETF
|
||
|
RVER (Principal U.S. Listing Exchange: NYSE)
|
||
|
Annual Shareholder Report | December 31, 2025
|
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
Trenchless Fund ETF
|
$67
|
0.65%
|
|
Top Contributors
|
|
|
↑
|
Alphabet Inc., Eli Lilly & Co., SoFi Technologies Inc.
|
|
Top Detractors
|
|
|
↓
|
Mobileye Global Inc., Lululemon Athletica Inc., Novo Nordisk A/S
|
|
1 Year
|
Since Inception
(04/02/2024) |
|
|
Trenchless Fund ETF NAV
|
5.95
|
13.92
|
|
NASDAQ Composite Total Return Index
|
21.14
|
23.60
|
|
S&P 500 TR
|
17.88
|
18.50
|
| Trenchless Fund ETF | PAGE 1 | TSR-AR-00777X546 |
| * | 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. |
|
Net Assets
|
$105,552,232
|
|
Net Advisory Fee
|
$550,824
|
|
Number of Holdings
|
17
|
|
Portfolio Turnover
|
232%
|
|
Top Sectors
|
(%)
|
|
Health Care
|
22.1%
|
|
Consumer Discretionary
|
17.9%
|
|
Communications
|
16.7%
|
|
Financials
|
15.4%
|
|
Technology
|
13.7%
|
|
Industrials
|
9.2%
|
|
Cash & Other
|
5.0%
|
|
Top 10 Issuers
|
(%)
|
|
Novo Nordisk AS
|
14.4%
|
|
Meta Platforms, Inc.
|
12.0%
|
|
Amazon.com, Inc.
|
7.9%
|
|
Oscar Health, Inc.
|
7.7%
|
|
Rocket Cos., Inc.
|
7.2%
|
|
First American Government Obligations Fund
|
6.3%
|
|
Mobileye Global, Inc.
|
4.8%
|
|
United Rentals, Inc.
|
4.8%
|
|
Trade Desk, Inc.
|
4.7%
|
|
Atlassian Corp.
|
4.6%
|
| Trenchless Fund ETF | PAGE 2 | TSR-AR-00777X546 |
| (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 there is at least one audit committee financial expert serving on its audit committee. Brian S. Ferrie is the "audit committee financial expert" and is considered to be "independent" as each term is defined in Item 3 of Form N-CSR.
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.
| Trenchless Fund ETF | ||
| FYE 12/31/2025 | FYE 12/31/2024 | |
| (a) Audit Fees | $14,500 | $14,500 |
| (b) Audit-Related Fees | None | None |
| (c) Tax Fees | $3,000 | $3,000 |
| (d) All Other Fees | None | None |
(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 principal accountant applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
| Trenchless Fund ETF | ||
| FYE 12/31/2025 | FYE 12/31/2024 | |
| Audit-Related Fees | 0% | 0% |
| Tax Fees | 0% | 0% |
| All Other Fees | 0% | 0% |
(f) N/A
(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 |
$3,000 |
$3,000 |
| Registrant's Investment Adviser | None | None |
(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.
(a) The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the "Act") and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Russell Emery, Brian Ferrie and Wan-Chong Kung.
(b) 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) |
|
|
|
|
|
|
|
|
Page
|
|
|
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
|
|
|
11
|
|
Additional Information
|
|
|
12
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
COMMON STOCKS - 95.0%
|
|
|
|
|
||
|
Consumer Discretionary Products - 8.4%
|
|
|
|
|
||
|
Mobileye Global, Inc. - Class A(a)
|
|
|
489,696
|
|
|
$5,112,426
|
|
On Holding AG - Class A(a)
|
|
|
80,000
|
|
|
3,718,400
|
|
|
|
|
|
8,830,826
|
||
|
Consumer Discretionary Services - 1.6%
|
|
|
|
|
||
|
Sweetgreen, Inc. - Class A(a)
|
|
|
252,850
|
|
|
1,709,266
|
|
Financial Services - 15.4%
|
|
|
|
|
||
|
Cleanspark, Inc.(a)
|
|
|
393,941
|
|
|
3,986,683
|
|
PayPal Holdings, Inc.
|
|
|
80,435
|
|
|
4,695,795
|
|
Rocket Cos., Inc. - Class A
|
|
|
391,494
|
|
|
7,579,324
|
|
|
|
|
|
16,261,802
|
||
|
Health Care - 22.1%
|
|
|
|
|
||
|
Novo Nordisk AS - ADR
|
|
|
299,646
|
|
|
15,245,989
|
|
Oscar Health, Inc. - Class A(a)
|
|
|
564,657
|
|
|
8,114,121
|
|
|
|
|
|
23,360,110
|
||
|
Industrial Products - 4.4%
|
|
|
|
|
||
|
Generac Holdings, Inc.(a)
|
|
|
34,000
|
|
|
4,636,580
|
|
Industrial Services - 4.8%
|
|
|
|
|
||
|
United Rentals, Inc.
|
|
|
6,207
|
|
|
5,023,449
|
|
Media - 16.7%
|
|
|
|
|
||
|
Meta Platforms, Inc. - Class A
|
|
|
19,159
|
|
|
12,646,664
|
|
Trade Desk, Inc. - Class A(a)
|
|
|
131,748
|
|
|
5,001,154
|
|
|
|
|
|
17,647,818
|
||
|
Retail & Wholesale - Discretionary - 7.9%
|
|
|
|
|
||
|
Amazon.com, Inc.(a)
|
|
|
36,244
|
|
|
8,365,840
|
|
Software & Tech Services - 13.7%
|
|
|
|
|
||
|
Atlassian Corp. - Class A(a)
|
|
|
30,090
|
|
|
4,878,792
|
|
Monday.com Ltd.(a)
|
|
|
32,978
|
|
|
4,866,234
|
|
ServiceNow, Inc.(a)
|
|
|
31,025
|
|
|
4,752,720
|
|
|
|
|
|
14,497,746
|
||
|
TOTAL COMMON STOCKS
(Cost $106,432,096)
|
|
|
|
|
100,333,437
|
|
|
SHORT-TERM INVESTMENTS
|
|
|
|
|
||
|
MONEY MARKET FUNDS - 6.3%
|
|
|
|
|
||
|
First American Government Obligations Fund - Class X, 3.67%(b)
|
|
|
6,630,518
|
|
|
6,630,518
|
|
TOTAL MONEY MARKET FUNDS
(Cost $6,630,518)
|
|
|
|
|
6,630,518
|
|
|
TOTAL INVESTMENTS - 101.3%
(Cost $113,062,614)
|
|
|
|
|
$106,963,955
|
|
|
Liabilities in Excess of Other
Assets - (1.3)%
|
|
|
|
|
(1,411,723)
|
|
|
TOTAL NET ASSETS - 100.0%
|
|
|
|
|
$105,552,232
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Non-income producing security.
|
|
(b)
|
The rate shown represents the 7-day annualized yield as of December 31, 2025.
|
|
|
|
1
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
Investments, at value
|
|
|
$106,963,955
|
|
Receivable for investments sold
|
|
|
804,944
|
|
Dividend tax reclaims receivable
|
|
|
29,193
|
|
Dividends receivable
|
|
|
18,250
|
|
Total assets
|
|
|
107,816,342
|
|
LIABILITIES:
|
|
|
|
|
Payable for investments purchased
|
|
|
2,207,316
|
|
Payable to Advisor
|
|
|
56,794
|
|
Total liabilities
|
|
|
2,264,110
|
|
NET ASSETS
|
|
|
$ 105,552,232
|
|
Net Assets Consists of:
|
|
|
|
|
Paid-in capital
|
|
|
$116,606,596
|
|
Total accumulated losses
|
|
|
(11,054,364)
|
|
Total net assets
|
|
|
$ 105,552,232
|
|
Net assets
|
|
|
$105,552,232
|
|
Shares issued and outstanding(a)
|
|
|
3,420,000
|
|
Net asset value, offering and redemption price per share
|
|
|
$30.86
|
|
Cost:
|
|
|
|
|
Investments, at cost
|
|
|
$113,062,614
|
|
|
|
|
|
|
(a)
|
Unlimited shares authorized without par value.
|
|
|
|
2
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
INVESTMENT INCOME:
|
|
|
|
|
Dividend income
|
|
|
$681,058
|
|
Less: Issuance fees
|
|
|
(5,848)
|
|
Less: Dividend withholding taxes
|
|
|
(41,220)
|
|
Total investment income
|
|
|
633,990
|
|
EXPENSES:
|
|
|
|
|
Investment advisory fee
|
|
|
550,824
|
|
Total expenses
|
|
|
550,824
|
|
Net investment income
|
|
|
83,166
|
|
REALIZED AND UNREALIZED GAIN (LOSS)
|
|
|
|
|
Net realized gain (loss) from:
|
|
|
|
|
Investments
|
|
|
(3,402,663)
|
|
In-kind redemptions
|
|
|
17,757,463
|
|
Net realized gain
|
|
|
14,354,800
|
|
Net change in unrealized appreciation (depreciation) on:
|
|
|
|
|
Investments
|
|
|
(10,217,430)
|
|
Net change in unrealized depreciation
|
|
|
(10,217,430)
|
|
Net realized and unrealized gain
|
|
|
4,137,370
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
|
|
$4,220,536
|
|
|
|
|
|
|
|
|
3
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
2025
|
|
|
Period Ended
December 31,
2024(a)
|
|
|
OPERATIONS:
|
|
|
|
|
||
|
Net investment income (loss)
|
|
|
$83,166
|
|
|
$(5,153)
|
|
Net realized gain
|
|
|
14,354,800
|
|
|
5,412,983
|
|
Net change in unrealized appreciation (depreciation)
|
|
|
(10,217,430)
|
|
|
4,118,771
|
|
Net increase in net assets from operations
|
|
|
4,220,536
|
|
|
9,526,601
|
|
DISTRIBUTIONS TO SHAREHOLDERS:
|
|
|
|
|
||
|
From earnings
|
|
|
(2,012,376)
|
|
|
-
|
|
Total distributions to shareholders
|
|
|
(2,012,376)
|
|
|
-
|
|
CAPITAL TRANSACTIONS:
|
|
|
|
|
||
|
Shares sold
|
|
|
119,979,820
|
|
|
79,865,885
|
|
Shares redeemed
|
|
|
(77,381,671)
|
|
|
(28,646,563)
|
|
Net increase in net assets from capital transactions
|
|
|
42,598,149
|
|
|
51,219,322
|
|
Net increase in net assets
|
|
|
44,806,309
|
|
|
60,745,923
|
|
NET ASSETS:
|
|
|
|
|
||
|
Beginning of the period
|
|
|
60,745,923
|
|
|
-
|
|
End of the period
|
|
|
$ 105,552,232
|
|
|
$60,745,923
|
|
SHARES TRANSACTIONS
|
|
|
|
|
||
|
Shares sold
|
|
|
3,850,000
|
|
|
3,140,000
|
|
Shares redeemed
|
|
|
(2,480,000)
|
|
|
(1,090,000)
|
|
Total increase in shares outstanding
|
|
|
1,370,000
|
|
|
2,050,000
|
|
|
|
|
|
|
|
|
|
(a)
|
Inception date of the Fund was April 2, 2024.
|
|
|
|
4
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
2025
|
|
|
Period Ended
December 31,
2024(a)
|
|
|
PER SHARE DATA:
|
|
|
|
|
||
|
Net asset value, beginning of period
|
|
|
$29.63
|
|
|
$25.00
|
|
INVESTMENT OPERATIONS:
|
|
|
|
|
||
|
Net investment income(b)
|
|
|
0.03
|
|
|
(0.00)(c)
|
|
Net realized and unrealized gain on investments
|
|
|
1.73
|
|
|
4.63(d)
|
|
Total from investment operations
|
|
|
1.76
|
|
|
4.63
|
|
LESS DISTRIBUTIONS FROM:
|
|
|
|
|
||
|
Net investment income
|
|
|
(0.02)
|
|
|
-
|
|
Net realized gains
|
|
|
(0.51)
|
|
|
-
|
|
Total distributions
|
|
|
(0.53)
|
|
|
-
|
|
Net asset value, end of period
|
|
|
$30.86
|
|
|
$29.63
|
|
Total return(e)
|
|
|
5.95%
|
|
|
18.53%
|
|
SUPPLEMENTAL DATA AND RATIOS:
|
|
|
|
|
||
|
Net assets, end of period (in thousands)
|
|
|
$105,552
|
|
|
$60,746
|
|
Ratio of expenses to average net assets(f)
|
|
|
0.65%
|
|
|
0.65%
|
|
Ratio of net investment income (loss) to average net assets(f)
|
|
|
0.10%
|
|
|
(0.01)%
|
|
Portfolio turnover rate(e)(g)
|
|
|
232%
|
|
|
153%
|
|
|
|
|
|
|
|
|
|
(a)
|
Inception date of the Fund was April 2, 2024.
|
|
(b)
|
Net investment income per share has been calculated based on average shares outstanding during the periods.
|
|
(c)
|
Amount represents less than $0.005 per share.
|
|
(d)
|
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 periods, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the periods.
|
|
(e)
|
Not annualized for periods less than one year.
|
|
(f)
|
Annualized for periods less than one year.
|
|
(g)
|
Portfolio turnover rate excludes in-kind transactions.
|
|
|
|
5
|
|
|
TABLE OF CONTENTS
|
(A)
|
Securities Valuation- The valuation of the Fund's investments is performed in accordance with the principles found in Rule 2a-5 of the 1940 Act. Investments in securities traded on a national securities exchange are valued at the last reported sales price on the exchange on which the security is principally traded. Securities traded on the NASDAQ exchanges are valued at the NASDAQ Official Closing Price ("NOCP"). Exchange-traded securities for which no sale was reported and NASDAQ securities for which there is no NOCP are valued at the mean of the most recent quoted bid and ask prices. Unlisted securities held by the Fund are valued at the last sale price in the over-the-counter ("OTC") market. If there is no trading on a particular day, the mean between the last quoted bid and ask price is used. The Board of Trustees of the Trust (the "Board" or the "Trustees") has designated the Advisor as the valuation designee of the Fund. In its capacity as valuation designee, the Advisor has adopted procedures and methodologies to fair value Fund investments whose market prices are not "readily available" or are deemed to be unreliable.
|
|
|
|
6
|
|
|
TABLE OF CONTENTS
|
Level 1 -
|
Unadjusted quoted prices in active markets for identical securities. An active market for the security is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value.
|
|
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 -
|
Significant unobservable inputs, including the Fund's own assumptions in determining the fair value of investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments*
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Common Stocks
|
|
|
$100,333,437
|
|
|
$-
|
|
|
$-
|
|
|
$100,333,437
|
|
Money Market Funds
|
|
|
6,630,518
|
|
|
-
|
|
|
-
|
|
|
6,630,518
|
|
Total Investments
|
|
|
$106,963,955
|
|
|
$-
|
|
|
$-
|
|
|
$106,963,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
See the Schedule of Investments for further detail of investment classifications.
|
|
(B)
|
Securities Transactions, Investment Income and Expenses- The Fund records security transactions based on trade date. Realized gains and losses on sales of securities are reported based on identified cost of securities delivered. Dividend income and expense are recognized on the ex-dividend date, and interest income and expense are recognized on an accrual basis. Withholding taxes on foreign dividends have been provided for in accordance with the Trust's understanding of the applicable country's tax rules and rates.
|
|
(C)
|
Distributions to shareholders- Distributions from net investment income and distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
|
|
(D)
|
Federal Income Taxes- The Fund has elected to be taxed as a Regulated Investment Company ("RIC") under the U.S. Internal Revenue Code of 1986, as amended, and intends to maintain this qualification and to distribute substantially all net taxable income to its shareholders. Therefore, no provision is made for federal income taxes. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purpose, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses is recorded by the Fund.
|
|
|
|
7
|
|
|
TABLE OF CONTENTS
|
(E)
|
Segment Reporting- The Fund operates as a single segment entity. The Fund's income, expenses, assets, and performance are regularly monitored and assessed by the executive team of Sub-Advisor, comprised of the Chief Executive Officer and Chief Investment Officer, who serve as the chief operating decision maker, using the information presented in the financial statements and financial highlights.
|
|
|
|
|
|
|
Purchases
|
|
|
$229,175,908
|
|
Sales
|
|
|
$182,967,386
|
|
|
|
|
|
|
|
|
|
|
|
Purchases In-Kind
|
|
|
$73,690,240
|
|
Sales In-Kind
|
|
|
$76,856,053
|
|
|
|
|
|
|
|
|
8
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
Tax Cost of Investments
|
|
|
$116,409,843
|
|
Unrealized Appreciation
|
|
|
1,467,290
|
|
Unrealized Depreciation
|
|
|
(10,913,178)
|
|
Net Unrealized Depreciation on Investments
|
|
|
(9,445,888)
|
|
Undistributed Ordinary Income
|
|
|
4,894
|
|
Undistributed Long-Term Gains
|
|
|
208,441
|
|
Other Accumulated Gain/(Loss)
|
|
|
(1,821,811)
|
|
Total Accumulated Losses
|
|
|
$(11,054,364)
|
|
|
|
|
|
|
|
|
|
|
|
Distributable
Earnings(a)
|
|
|
Paid In Capital(a)
|
|
$ (16,850,267)
|
|
|
$16,850,267
|
|
|
|
|
|
|
(a)
|
Reclassifications resulted from securities redeemed in-kind.
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
2025
|
|
|
Distributions Paid From:
|
|
|
|
|
Ordinary Income
|
|
|
$2,012,376
|
|
Short-Term Capital Gains
|
|
|
-
|
|
Total Distributions Paid
|
|
|
2,012,376
|
|
|
|
|
|
|
|
|
9
|
|
|
TABLE OF CONTENTS
|
|
|
10
|
|
|
TABLE OF CONTENTS
|
|
|
11
|
|
|
TABLE OF CONTENTS
|
•
|
the Investment Advisory Agreement between Sound Capital Solutions LLC (the "Advisor") and the Trust, on behalf of Trenchless Fund ETF (the "Fund"); and
|
|
•
|
the Investment Sub-Advisory Agreement between the Advisor and River1 Asset Management LLC (the "Sub-Advisor") with respect to the Fund.
|
|
•
|
In considering the nature, extent and quality of the services provided by the Advisor and Sub-Advisor, the Trustees considered the Advisor's and Sub-Advisor's specific responsibilities in all aspects of the day-to-day management of the Fund, as well as the qualifications, experience and responsibilities of the portfolio managers and other key personnel who are involved in the day-to-day activities of the Fund. The Board considered the Advisor's oversight responsibilities as they relate to the Sub-Advisor, both in terms of investment and compliance monitoring, and the other services to be provided to the Fund by the Advisor. The Board also considered the Advisor's and Sub-Advisor's resources and compliance structure, including information regarding their respective compliance program, chief compliance officer, compliance record, and disaster recovery/business continuity plan, as well as each one's experience providing similar services to other clients. The Board concluded that the Advisor and Sub-Advisor each had sufficient quality and depth of
|
|
|
|
12
|
|
|
TABLE OF CONTENTS
|
•
|
In assessing the quality of the portfolio management delivered by the Advisor, the Board considered the Fund's performance on both an absolute basis and in comparison to its peer groups (a larger group category and a smaller, focused group), based on information provided by an independent consulting firm, and to its benchmark index. The Board considered that the Fund outperformed the NASDAQ Composite Total Return Index for the one-year period ended June 30, 2025. The Board also considered that the Fund outperformed its peer groups' averages for the one-year period ended September 30, 2025.
|
|
•
|
The Trustees reviewed the cost of the Advisor's and Sub-Advisor's services, and the structure and level of the Fund's advisory fee as a unitary fee, including a comparison to fees payable by its peer groups (a larger group category and a smaller, focused group) based on information provided by an independent consulting firm. The Trustees noted that the advisory fee was above the focused peer group average and was in the second quartile of the peer group out of four quartiles (a lower quartile number indicates a higher advisory fee). The Trustees also noted that the Fund's total net expense ratio was higher than the focused peer group average and lower than the larger peer group average and was in the second quartile of the focused peer group out of four quartiles (a lower quartile number indicates higher expenses). The Board considered that the Advisor was responsible for paying the Sub-Advisor out of the unitary fee and that the sub-advisory fee reflected an arm's-length negotiation between the Advisor and Sub-Advisor based on the nature of services provided. After reviewing the materials that were provided, the Board concluded that the advisory fee was fair and reasonable in light of the services provided.
|
|
•
|
The Trustees considered the profitability of the Advisor and Sub-Advisor from managing the Fund. In assessing the Advisor's and Sub-Advisor's profitability, the Trustees reviewed the Advisor's and Sub-Advisor's financial information that was provided in the materials and took into account both the direct and indirect benefits to the Advisor and Sub-Advisor from managing the Fund. The Trustees concluded that the Advisor's and Sub-Advisor's profits, if any, from managing the Fund were not excessive and, after a review of the relevant financial information, the Advisor and Sub-Advisor appeared to have adequate capitalization and/or would maintain adequate profit levels to support the Fund.
|
|
•
|
The Board noted that the unitary fee arrangement between the Advisor and the Trust with respect to the Fund would limit the fees paid by shareholders. The Trustees considered the possible growth in asset levels of the Fund and concluded that they will have the opportunity to periodically reexamine whether economies of scale have been achieved.
|
|
|
|
13
|
|
|
| (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.
There were no matters submitted to a vote of shareholders during the period covered by this report.
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. Filed herewith. |
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant's securities are listed. Not Applicable.
A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)).
(4) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
| (5) | Change in the registrant's independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable to open-end investment companies and ETFs. |
| (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.
| Advisor Managed Portfolios | |||
| By | /s/ Russell B. Simon | ||
| Russell B. Simon, President/Principal Executive Officer | |||
| Date | 3/06/2026 | ||
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 | /s/ Russell B. Simon | ||
| Russell B. Simon, President/Principal Executive Officer | |||
| Date | 3/06/2026 |
| By | /s/ Eric T. McCormick | ||
| Eric T. McCormick, Treasurer/Principal Financial Officer | |||
| Date | 3/06/2026 |