Managed Portfolio Series Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 26th, 1998 • Leuthold Funds Inc

The undersigned hereby subscribes to 10,000 shares of Class A Common Stock (Leuthold Asset Allocation Fund), $0.0001 par value per share, of Leuthold Funds, Inc., in consideration for which the undersigned agrees to transfer to you upon demand cash in the amount of $100,000.

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ARTICLE I --------- DEFINITIONS -----------
Custody Agreement • February 19th, 2004 • Leuthold Funds Inc • Ohio
ARTICLE I
Leuthold Funds Inc • January 26th, 1998
FORM OF INVESTMENT ADVISORY AGREEMENT (LEUTHOLD HEDGED EQUITY FUND)
Investment Advisory Agreement • May 8th, 2009 • Leuthold Funds Inc

This Investment Advisory Agreement (this “Agreement”) is made and entered into this 9th day of February, 2009 by and between Leuthold Funds, Inc., a Maryland corporation (the “Company”), and Leuthold Weeden Capital Management, a Delaware limited liability company (the “Adviser”).

ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • January 6th, 2020 • Leuthold Funds Inc • Delaware

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made this 28th day of August 2019, by and between Leuthold Funds, Inc., a Maryland corporation (the “Company”) having its principal place of business at 150 South Fifth Street, Suite 1700, Minneapolis, Minnesota 55402, and Compass Distributors, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101.

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 26th, 2018 • Leuthold Funds Inc

This Amended and Restated Investment Advisory Agreement (this “Agreement”) is made and entered into this 9th day of November, 2017, by and between Leuthold Funds, Inc., a Maryland corporation (the “Company”), and The Leuthold Group, LLC (d/b/a Leuthold Weeden Capital Management), a Delaware limited liability company (the “Adviser”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (LEUTHOLD GLOBAL INDUSTRIES FUND)
Investment Advisory Agreement • January 29th, 2015 • Leuthold Funds Inc

This Amended and Restated Investment Advisory Agreement (this “Agreement”) is effective as of August 11, 2014, and amends and restates the Investment Advisory Agreement made and entered into as of the 10th day of May, 2010 by and between Leuthold Funds, Inc., a Maryland corporation (the “Company”), and Leuthold Group, LLC d/b/a Leuthold Weeden Capital Management, a Delaware limited liability company (the “Adviser”).

INVESTMENT ADVISORY AGREEMENT (LEUTHOLD GLOBAL INDUSTRIES FUND)
Investment Advisory Agreement • May 13th, 2010 • Leuthold Funds Inc

This Investment Advisory Agreement (this “Agreement”) is made and entered into this 10th day of May, 2010 by and between Leuthold Funds, Inc., a Maryland corporation (the “Company”), and Leuthold Weeden Capital Management, a Delaware limited liability company (the “Adviser”).

DISTRIBUTION SERVICES AGREEMENT
Distribution Agreement • January 30th, 2024 • Leuthold Funds Inc • Delaware
OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • January 6th, 2020 • Leuthold Funds Inc • Maryland

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of January 3, 2020, by and between Leuthold Funds, Inc., a Maryland corporation (the “Company”), on behalf of the Leuthold Core ETF (the “Fund”), a series of the Company, and The Leuthold Group, LLC (d/b/a Leuthold Weeden Capital Management), the Fund’s investment adviser (the “Adviser”).

INVESTMENT ADVISORY AGREEMENT (LEUTHOLD CORE ETF)
Investment Advisory Agreement • January 6th, 2020 • Leuthold Funds Inc

This Investment Advisory Agreement (this “Agreement”) is made and entered into this 3rd day of January, 2020, by and between Leuthold Funds, Inc., a Maryland corporation (the “Company”), and The Leuthold Group, LLC (d/b/a Leuthold Weeden Capital Management), a Delaware limited liability company (the “Adviser”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 29th, 2021 • Leuthold Funds Inc
LEUTHOLD FUNDS, INC. SECOND AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • January 30th, 2023 • Leuthold Funds Inc

THIS SECOND AMENDMENT, effective as of January 31, 2023, to the Amended and Restated Custody Agreement, dated as of October 1, 2019, as amended (the "Agreement"), is entered by and between LEUTHOLD FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business in Minneapolis, Minnesota (the “Custodian”).

LEUTHOLD FUNDS, INC. SECOND AMENDMENT TO THE
Leuthold Funds Inc • January 30th, 2023

THIS SECOND AMENDMENT, effective as of the 31st day of January, 2023, to the Amended and Restated Fund Administration Servicing Agreement, dated as of October 1, 2019, as amended (the "Agreement"), is entered by and between LEUTHOLD FUNDS, INC., a Maryland corporation, (the “Company”) and U.S. BANCORP FUND SERVICES, LLC d.b.a. U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 30th, 2024 • Leuthold Funds Inc

Inc., a Maryland corporation (the “Company”), and Leuthold Weeden Capital Management, LLC, a Delaware limited liability company (the “Adviser”).

AMENDED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • January 29th, 2021 • Leuthold Funds Inc • Wisconsin

THIS AMENDED AND RESTATED FUND ADMINISTRATION AGREEMENT (“Agreement”) is made and entered into as of October 1, 2019, by and between LEUTHOLD FUNDS, INC., a Maryland corporation, (the “Company”) and U.S. BANCORP FUND SERVICES, LLC d.b.a. U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).

ETF DISTRIBUTION SERVICES AGREEMENT
C E S Agreement • January 30th, 2024 • Leuthold Funds Inc • Delaware

THIS ETF DISTRIBUTION S E R V I C E S AGREEMENT (“Agreement”), effective as of the Effective Date (as defined below), is by and between The Leuthold Group, LLC (doing business as Leuthold Weeden Capital Management), a Delaware limited liability company (the “Adviser”), Compass Distributors, LLC, a Delaware limited liability company (“Compass”), and Quasar Distributors, LLC, a Delaware limited liability company (“Distributor”).

FIRST AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 26th, 2018 • Leuthold Funds Inc

THIS FIRST AMENDMENT TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (this “Amendment”) is made and entered into effective as of February 13, 2017, by and between Leuthold Funds, Inc., a Maryland corporation (the “Company”), on behalf of its investment series the Leuthold Global Fund (the “Fund”), and The Leuthold Group, LLC d/b/a Leuthold Weeden Capital Management (the “Adviser”).

AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • January 29th, 2021 • Leuthold Funds Inc • Wisconsin

THIS AMENDED AND RESTATED TRANSFER AGENT AGREEMENT (the “Agreement”) is made and entered into as of October 1, 2019, by and between LEUTHOLD FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC d.b.a. U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).

Re: Agreement and Plan of Reorganization (“Agreement”) adopted as of [___], 2024 by and by and between Managed Portfolio Series, a Delaware statutory trust (“MPS”), on behalf of its new series, the Leuthold Core Investment Fund, Leuthold Global Fund,...
Managed Portfolio Series • September 24th, 2024

You have requested our opinion as to certain federal income tax consequences of the Reorganization of each Target Fund, pursuant to which: (i) the Acquiring Fund will acquire all of the assets, property, and goodwill of the corresponding Target Fund in exchange solely for (A) (as applicable) shares of the Acquiring Fund, and any cash in lieu of fractional shares, and (B) the assumption by the Acquiring Fund of all of the liabilities of the corresponding Target Fund, and (ii) the corresponding Target Fund will distribute such shares of the Acquiring Fund to shareholders of the corresponding classes of shares of the corresponding Target Fund (as applicable) in redemption of all outstanding shares of the Target Fund, in connection with the liquidation of the Target Fund, all upon the terms and conditions hereinafter set forth in this Agreement (each such transaction, a “Reorganization” and, together, the “Reorganizations”). Following their liquidation, the Target Funds will be dissolved.

LEUTHOLD FUNDS, INC. SECOND AMENDMENT TO THE AMENDED AND RESTATED TRANSFER AGENT SERVICING AGREEMENT
Servicing Agreement • January 30th, 2023 • Leuthold Funds Inc

THIS SECOND AMENDMENT, effective as of the 31st day of January 2023, to the Amended and Restated Transfer Agent Servicing Agreement, dated as of October 1, 2019, as amended (the "Agreement"), by and between LEUTHOLD FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC d.b.a. U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).

AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • January 29th, 2021 • Leuthold Funds Inc • Wisconsin

THIS AMENDED AND RESTATED CUSTODY AGREEMENT (“Agreement”) is made and entered into as of October 1, 2019, by and between LEUTHOLD FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business in Minneapolis, Minnesota (the “Custodian”).

LEUTHOLD FUNDS, INC. SECOND AMENDMENT TO THE AMENDED AND RESTATED FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • January 30th, 2023 • Leuthold Funds Inc

THIS SECOND AMENDMENT, effective as of the 31st day of January 2023, to the Amended and Restated Fund Accounting Servicing Agreement, dated as of October 1, 2019, as amended (the "Agreement"), by and between LEUTHOLD FUNDS, INC., a Maryland corporation (the “Company”) and U.S. BANCORP FUND SERVICES, LLC d.b.a. U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).

ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • September 24th, 2024 • Managed Portfolio Series • Delaware

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”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 30th, 2023 • Leuthold Funds Inc

THIS AMENDMENT TO INVESTMENT ADVISORY AGREEMENT (this “Amendment”) is made and entered into effective as of January 31, 2023, by and between Leuthold Funds, Inc., a Maryland corporation (the “Company”), on behalf of its investment series the Leuthold Grizzly Short Fund, formerly known as the Grizzly Short Fund (the “Fund”), and The Leuthold Group, LLC d/b/a Leuthold Weeden Capital Management (the “Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • September 24th, 2024 • Managed Portfolio Series • Delaware

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”).

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