FOURTH AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT

FOURTH AMENDMENT TO THE

INVESTMENT ADVISORY AGREEMENT

THIS FOURTH AMENDMENT dated as of the 23rd day of February, 2022, to the Investment Advisory Agreement, dated as of May 23, 2012, as amended June 1, 2017, September 28, 2017 and February 20, 2018 (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Xxxxxxxx Partners, Inc., a Wisconsin corporation (the “Adviser”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the Agreement to incorporate a newly created series of the Trust; and

WHEREAS, Section 10 of the Agreement allows for its amendment by a written instrument executed by all of the parties.

NOW, THEREFORE, the parties agree to amend and restate Schedule A as attached hereto, to add the Xxxxxxxx International PMV Fund, a new series of Managed Portfolio Series, and to remove references to the Xxxxxxxx Intermediate Bond NextShares, due to the liquidation of that Fund

Except to the extent amended hereby, the Agreement shall remain in full force and effect

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed by a duly authorized officer, as applicable, on one or more counterparts as of the date set forth above.

MANAGED PORTFOLIO SERIES on behalf of the series listed on Amended Schedule A						XXXXXXXX PARTNERS, INC.
By:    /s/ Xxxxx Xxxxxxxxx						By:     /s/ Xxxxx Xxxx
Name:    Xxxxx X Xxxxxxxxx						Name: Xxxxx Xxxx
Title:    President						Title:    Chief Compliance Officer

AMENDED SCHEDULE A

FUNDS AND FEES

Series of Managed Portfolio Series			Annual Fee Rate as % of Current Net Assets
Xxxxxxxx Mid Cap PMV Fund			0.90%
Xxxxxxxx Genesis PMV Fund			0.95%
Xxxxxxxx International PMV Fund			0.95%