AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 31st, 2018 • Managed Portfolio Series • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (“AGREEMENT”) is made this [ ] day of March, 2018 by and among: (i) The Olstein Funds, an open-end registered investment company (“TARGET ENTITY”), on behalf of its two series portfolios, the Olstein All Cap Value Fund and the Olstein Strategic Opportunities Fund (each, a “TARGET FUND,” and together, the “TARGET FUNDS”); (ii) Managed Portfolio Series, an open-end registered investment company (“ACQUIRING ENTITY”), on behalf of two of its series portfolios, the Olstein All Cap Value Fund and the Olstein Strategic Opportunities Fund (each, an “ACQUIRING FUND,” and together, the “ACQUIRING FUNDS,” and each Target Fund and each Acquiring Fund, a “FUND”); and (iii) solely for the purposes of Sections 1.1(f), 11.1, 5.2 and 11.2 of this Agreement, Olstein Capital Management, L.P. (“OLSTEIN”), investment adviser of the Target Funds and the Acquiring Funds. The Target Funds constitute all of the series of the Target Entity. Other than the Acquiring Fund
