0000894189-24-005753 Sample Contracts

MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 24th, 2024 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the […]th day of […], 2024, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and The Leuthold Group, LLC (d/b/a Leuthold Weeden Capital Management), a Delaware limited liability company (the “Adviser”).

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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”).

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 THE MANAGED PORTFOLIO SERIES DISTRIBUTION AGREEMENT
Distribution Agreement • September 24th, 2024 • Managed Portfolio Series

THIS AMENDMENT dated as of August 21, 2024, to the Distribution Agreement, dated as March 18, 2022, (the “Agreement”), is entered into by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) on behalf of the series listed on Exhibit A, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

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,...
Agreement and Plan of Reorganization • September 24th, 2024 • Managed Portfolio Series

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.

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

THIS AMENDMENT effective as of the last date on 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”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND SERVICING AGREEMENT
Managed Portfolio Series Fund Servicing Agreement • September 24th, 2024 • Managed Portfolio Series

THIS AMENDMENT effective as of the last date on 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. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

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