Managed Portfolio Series Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 29th, 2020 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of the May 1st, 2020, by and between the MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) on behalf of its series, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). TOROSO INVESTMENTS, LLC, a limited liability company, (the “Advisor”) is a party hereto with respect to Section 6 only.

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MANAGED PORTFOLIO SERIES AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • July 27th, 2023 • Managed Portfolio Series • Minnesota

THIS AGREEMENT is made and entered into as of November 16, 2016, by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”), 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”), is hereby amended and restated as of November 16, 2016.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 24th, 2024 • Managed Portfolio Series • Delaware

This Investment Sub-Advisory Agreement (the “Agreement”) is made as of this 22nd day of April, 2024 by and among Tremblant Advisors LP, a Delaware limited partnership with its principal place of business at 360 S Rosemary Avenue, West Palm Beach, FL 33401 (the “Adviser”), Managed Portfolio series, on behalf of the series listed on Schedule A, with its principal place of business located at 615 East Michigan Street, Milwaukee, WI 53202 (the “Trust”), and Vident Advisory, LLC, (doing business as Vident Asset Management) a Delaware limited liability company with its principal place of business located at 1125 Sanctuary Parkway, Suite 515, Alpharetta, Georgia 30009 (the “Sub-Adviser”).

INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND Liberty Street advisors, Inc.
Investment Advisory Agreement • September 24th, 2020 • Investment Managers Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of _______________, is entered into by and between Investment Managers Series Trust, a Delaware statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as amended from time to time (each a “Fund”), and Liberty Street Advisors, Inc., a New York corporation (the “Advisor”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 5th, 2011 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of this 6th day of April, 2011, by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

DISTRIBUTION AGREEMENT
Distribution Agreement • July 13th, 2018 • Managed Portfolio Series • Delaware

THIS AGREEMENT is made and entered into as of 12th day of July, 2018, by and between, Managed Portfolio Series, a Delaware statutory trust (the “Client”) and Compass Distributors, LLC, a Delaware limited liability company (the “Distributor”).

ETF DISTRIBUTION AGREEMENT
Distribution Agreement • December 20th, 2021 • Managed Portfolio Series • Delaware

This Distribution Agreement (the “Agreement”) is made this 29th day of November 2021, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) having its principal place of business at 615 East Michigan Street, Milwaukee, WI 53202 and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at 111 E. Kilbourn Ave., Suite 2200, Milwaukee, WI 53202.

DISTRIBUTION AGREEMENT
Distribution Agreement • March 28th, 2018 • Managed Portfolio Series • Wisconsin

THIS DISTRIBUTION AGREEMENT (the “Agreement’) is made as of the 31st day of January, 2018 between Managed Portfolio Series (the “Trust”), a Delaware statutory trust and Quasar Distributors, LLC (the “Distributor”), a Delaware limited liability company. Tortoise Index Solutions, LLC, a Delaware limited liability company (the “Adviser”), is a party hereto with respect to Article 3 and Article 5 only.

MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 30th, 2024 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 21st day of August 2024, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Kensington Asset Management, LLC, a Texas limited liability company (the “Adviser”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 5th, 2011 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of this 6th day of April, 2011, by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 30th, 2024 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 21st day of August, 2024, by and between Kensington Asset Management, LLC, a Texas limited liability company (the “Adviser”), and Liquid Strategies, LLC, a Delaware limited liability company (the “Sub-Adviser”), and Managed Portfolio Series, a Delaware statutory trust (the “Trust”) on behalf of the Kensington Hedged Premium Income ETF (the “Fund”).

DISTRIBUTION AGREEMENT
Distribution Agreement • March 18th, 2022 • Managed Portfolio Series • Delaware

the terms and conditions set forth in the Prospectus and any operating procedures and policies established by Distributor or the Fund (directly or through its transfer agent) from time to time. All purchase orders Dealer submits are subject to acceptance or rejection, and Distributor reserves the right to suspend or limit the sale of Shares. Dealer is not authorized to make any representations concerning Shares except such representations as are contained in the Prospectus and in such supplemental written information that the Fund or Distributor (acting on behalf of the Fund) may provide to Dealer with respect to a Fund. All orders that are accepted for the purchase of Shares shall be executed at the next determined public offering price per share (i.e., the net asset value (“NAV”) per share plus the applicable sales load, if any) and all orders for the redemption of Shares shall be executed at the next determined NAV per share and subject to any applicable redemption fee or contingent

JAMES ALPHA FUNDS TRUST d/b/a EASTERLY FUNDS TRUST INVESTMENT MANAGEMENT AGREEMENT EASTERLY ROCMUNI HIGH INCOME MUNICIPAL BOND FUND
Investment Management Agreement • July 1st, 2024 • James Alpha Funds Trust • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT is made as of the [x] day of [x], by and between James Alpha Funds Trust d/b/a Easterly Funds Trust (the “Trust”), on behalf of the Easterly RocMuni High Income Municipal Bond Fund, a series of the Trust (the “Fund”), and Easterly Investment Partners LLC (the “Manager”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • October 24th, 2017 • Managed Portfolio Series
FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 5th, 2011 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of this 6th day of April, 2011, by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • December 21st, 2023 • Managed Portfolio Series • New York

THIS FUND OF FUNDS INVESTMENT AGREEMENT, dated as of May 16, 2023 (the “Effective Date”) by and between Managed Portfolio Series, on behalf of its series ATAC Rotation Fund, severally and not jointly (the “Acquiring Fund”), and ProShares Trust (the “Trust”), a Delaware statutory trust, on behalf of each of its current and future series other than those series identified under the caption “Precautionary Notes: Funds Not Covered by the Agreement” on https://www.proshares.com/investment_agreement.html, severally and not jointly (each, an “Acquired Fund”). Each Acquiring Fund and each Acquired Fund is referred to as a “Fund”.

MANAGED PORTFOLIO SERIES FUND SERVICING AGREEMENT
Fund Servicing Agreement • May 26th, 2023 • Managed Portfolio Series • Wisconsin

THIS FUND SERVICING AGREEMENT (the “Agreement”) is made and entered into as of the last date in the signature block (the “Effective Date”), by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

DIREXION FUNDS FORM OF SUBADVISORY AGREEMENT
Subadvisory Agreement • October 10th, 2014 • Direxion Funds • Massachusetts

This Subadvisory Agreement is made as of , 2014 (the “Effective Date”), between Rafferty Asset Management, LLC, a New York limited liability corporation (the “Adviser”), and Hilton Capital Management, LLC, (the “Subadviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 30th, 2014 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 19th day of November 2014, 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 (the “Fund”), and TorrayResolute, LLC, a Delaware limited liability company (the “Adviser”).

Managed Portfolio Series A Delaware Statutory Trust AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST May 4, 2011
Agreement and Declaration of Trust • May 5th, 2011 • Managed Portfolio Series

WHEREAS, a Delaware statutory trust was formed on January 27, 2011 pursuant to the filing of the Certificate of Trust (as hereinafter defined) and the entering into of an Agreement and Declaration of Trust, dated as of January 25, 2011 (the “Original Trust Agreement”); and

OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • February 26th, 2019 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 28th day of February 2019, 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 Muhlenkamp & Company, Inc., a Pennsylvania corporation (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • April 24th, 2024 • Managed Portfolio Series

THIS AMENDMENT effective as of the last date in the signature block, to the Custody Agreement dated as of May 24, 2023, as amended (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 banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • February 16th, 2018 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of this 9th day of February, 2018, by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 30th, 2019 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 31st day of March 2019, 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 Tortoise Capital Advisors, L.L.C., a Delaware Limited Liability Company (the “Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • October 23rd, 2019 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the ___ day of __________ 2019, 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 AC One Asset Management, LLC, a Delaware Limited Liability Company (the “Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • January 26th, 2015 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 20th day of January 2015, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Schedule A, which may be amended from time to time (the “Fund”), and Bushido Capital Partners, LLC, a Delaware Limited Liability Company (the “Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 30th, 2019 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the ___ day of __________, 2019, by and between Tortoise Capital Advisors, L.L.C., a Delaware limited liability company (the “Adviser”), Tortoise Advisors UK Limited, a company incorporated in England and Wales (the “Sub-Adviser”), and Managed Portfolio Series, a Delaware statutory trust (the “Trust”) on behalf of the Tortoise Energy Evolution Fund, a series of the Trust (the “Fund”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • April 9th, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 25th day of February, 2014, to the Custody 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.S. Bank National Association, a national banking association (the "Custodian").

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • October 24th, 2013 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 23rd day of October 2013, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Schedule A, which may be amended from time to time (the “Fund”), and Lawson Kroeker Investment Management, Inc., a Nebraska corporation (the “Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • July 26th, 2024 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 29th day of July 2024, by, between and among 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 Port Street Investments, LLC, a California limited liability company (“Port Street” or “Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • October 22nd, 2015 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 19th day of October 2015, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Schedule A, which may be amended from time to time (the “Fund”), and AC ONE Asset Management, LLC, a Delaware Limited Liability Company (the “Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • April 29th, 2020 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the […] day of May 2020, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Schedule A, which may be amended from time to time (the “Fund”), and Toroso Investments, LLC, a Delaware Limited Liability Company (the “Adviser”).

AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • August 26th, 2019 • Managed Portfolio Series • Delaware

THIS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 30th day of April, 2019 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 (the “Fund”), and Nuance Investments, LLC, a Kansas limited liability company (the “Adviser”).

FOURTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • May 29th, 2012 • Managed Portfolio Series

THIS FOURTH AMENDMENT dated as of the 23rd day of May, 2012, to the Custody Agreement, dated as of April 6, 2011, as amended August 23, 2011, November 8, 2011 and February 16, 2012 (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 banking association (the "Custodian").

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • July 23rd, 2015 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 24th day of April 2015, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Schedule A, which may be amended from time to time (the “Fund”), and Coho Partners, Ltd., a Pennsylvania corporation (the “Adviser”).

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