-1-

MANAGED PORTFOLIO SERIES

INVESTMENT ADVISORY AGREEMENT

This AGREEMENT (the “Agreement”) is made as of the 23rd day of September, 2025, by and between

Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Reinhart Partners, LLC, a Delaware limited

liability company (the “Adviser”).

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940,

as amended (the “Advisers Act”), and engages in the business of providing investment management services; and

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission as an open-end

investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and consists of

several separate series of shares, each having separate assets and liabilities, its own investment objectives and

policies, and which is authorized to create additional series in the future; and

WHEREAS, the Trust desires to retain the Adviser to provide investment advisory services to those Trust

series listed in Schedule A (each a “Fund”) on or after the date of this Agreement and the Adviser is willing to render

such services, subject to supervision and direction of the Trust’s Board of Trustees (the “Board”) and the terms and

conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1.	APPOINTMENT OF ADVISER

The Trust hereby appoints, and the Adviser hereby accepts the appointment, to act as investment adviser to

each Fund, subject to the supervision and direction of the Board, on the terms herein set forth and for the

compensation herein provided. In connection with this appointment:

(a)Delivery of Trust Documentation. The Trust shall deliver to the Adviser copies of: (i) the Trust’s

Agreement and Declaration of Trust and Bylaws, as may be amended from time to time (collectively, “Organic

Documents”); (ii) each Fund’s prospectus and statement of additional information as may be amended from time to

time (collectively, as currently in effect (“Prospectuses”)); and (iii) all Trust policies and procedures relevant to a

Fund as may be amended from time to time (collectively, “Trust Procedures”). The Trust shall cause all service

providers to the Trust to furnish information to the Adviser and to assist the Adviser as may be reasonably required

and shall ensure that the Adviser has reasonable access to all relevant records and documents maintained by the

Trust or any service provider to the Trust.

(b)Independent Contractor. The Adviser shall for all purposes herein be deemed to be an independent

contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or be deemed an

agent of a Fund.

(c)The Adviser’s Representations. The Adviser represents, warrants and agrees that:

(i)It has all requisite power and authority to enter into and perform its obligations under this

Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of

this Agreement;

(ii)It is registered as an investment adviser under the Advisers Act and will continue to be so registered

during the term of this Agreement;

(iii)It has adopted and implemented a written code of ethics complying with the requirements of Rule

17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a

copy of such Code of Ethics and any amendments thereto;

(iv)It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under

the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its

employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust

with a copy of the Compliance Procedures and any amendments thereto;

(v)It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will

provide the Trust with a copy of any future filings of Form ADV or any amendments thereto;

-2-

(vi)It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by

this Agreement and will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser

from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law,

rule or regulation;

(vii)It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any

other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency,

necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and

(viii)This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of

the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency,

reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and

secured parties.

(d)The Trust’s Representations. The Trust represents, warrants and agrees that:

(i)This Agreement has been duly authorized by appropriate action of the Trust and its shareholders to the

extent required under the 1940 Act;

(ii)It has received a copy of Part 2A of the Adviser’s Form ADV as is currently in effect as of the date

of this Agreement; and

(e)Plenary authority of the Board of Trustees. The Adviser acknowledges that each Fund is a mutual fund

that operates as a series of the Trust under the supervision and direction of the Board.

2.	PROVISION OF INVESTMENT ADVISORY SERVICES

Subject to the delegation of any of the following duties to one or more persons permitted by Section 19 of

this Agreement, the Adviser shall render the following services to the Trust:

(a)The Adviser shall assume all investment duties and have full discretionary power and authority with

respect to investment of the assets of each Fund. Without limiting the generality of the foregoing, the Adviser shall,

with respect to the assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy,

securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously

invest the assets in a manner consistent with the Organic Documents, other written guidelines or restrictions, as may

be amended from time to time, agreed upon in writing by the Trust and the Adviser which guidelines and restrictions

shall not be inconsistent with the Prospectuses (“Written Guidelines”), and the Trust Procedures, as may be provided

to the Adviser consistent with Section 1(a)(i) of this Agreement; (iii) determine the securities to be purchased, sold

or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities

and exercise all other voting rights with respect to such securities in accordance with the Adviser’s written proxy

voting policies and procedures; (v) maintain the books and records required to be maintained by the Fund under the

1940 Act with respect to portfolio transactions affected pursuant to this Agreement; (vi) promptly issue settlement

instructions to custodians designated by the Trust; (vii) evaluate the credit worthiness of securities dealers, banks

and other entities with which the Fund may engage in repurchase agreements and monitor the status of such

agreements; and (viii) take such further action, including the placing of purchase and sale orders and the selection of

broker-dealers to execute such orders on behalf of the Fund, as the Adviser shall deem necessary or appropriate, in

its sole discretion, to carry out its duties under this Agreement.

(b)The Adviser shall also furnish to or place at the disposal of the Trust such information, evaluations,

analyses and opinions formulated or obtained by the Adviser in the discharge of its duties, as the Trust may, from

time to time, reasonably request.

(c)The Adviser agrees, that in performing its duties hereunder, it will comply, in all material respects, with

(i) the 1940 Act, the Advisers Act and all rules and regulations promulgated thereunder; (ii) all other federal and state

laws and regulations applicable to the Adviser; (iii) applicable provisions of the Internal Revenue Code of 1986, as

amended; and (iv) the provisions of the Organic Documents.

(d)The Adviser shall keep accurate and detailed records concerning its services under this Agreement and

all such records shall be open to inspection at all reasonable times by the Trust and any appropriate regulatory

-3-

authorities. The Adviser shall provide to the Trust copies of any and all documentation relating to each Fund’s

transactions upon reasonable request. The Adviser agrees that all records which it maintains for each Fund are the

property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the

Fund’s request, provided that the Adviser shall be entitled to keep copies of any such records.

(e)At the request of the Trust from time to time, the Adviser shall provide pricing and valuation

information with respect to particular securities it has purchased for each Fund if the Trust has determined that such

pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the

event that the Adviser believes a valuation provided by a pricing service for a security it has purchased for a Fund is

materially inaccurate, the Adviser agrees to promptly notify the Trust.

(f)From time to time at the request of the Trust, the Adviser will (i) meet, either in person or via

teleconference, with such other persons as the Trust may designate, including the Board, on reasonable notice and at

reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other

matters relating to each Fund; and/or (ii) provide written materials to the Trust , including the Board, on reasonable

notice, discussing general economic conditions, performance, investment strategy and other matters relating to each

Fund.

(g)The Adviser shall be responsible for filing any required reports on its behalf with the Securities and

Exchange Commission pursuant to Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”) and the

rules and regulations thereunder.

(h)To the extent reasonably requested by the Trust, the Adviser will use its best efforts to assist the Trust

in connection with the Trust’s compliance with the Federal securities laws, as such term is defined in Rule 38a-1

under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance

Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt

notice of any material changes thereto); (ii) a summary of the Compliance Procedures in connection with the annual

review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Adviser to the

effect that the policies and procedures of the Adviser are reasonably designed to prevent violation of the Federal

Securities Laws; (iv) direct access to the Adviser’s chief compliance officer, as reasonably requested by the Chief

Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Adviser’s

compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as

that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust and/or

Compliance Procedures in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.

(i)Except as permitted by the Trust Procedures, the Adviser will not disclose but shall treat confidentially

all information in respect of the investments of each Fund, including, without limitation, the identification and

market value or other pricing information of any and all portfolio securities or other financial instruments held by

the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past,

pending and proposed trades).

(j)The Trust or its agent will provide timely information to the Adviser regarding such matters as inflows

to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The

Trust or each Fund’s custodian (the “Custodian”) will timely provide the Adviser with copies of monthly accounting

statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the

Adviser to perform its responsibilities hereunder.

(k)The Adviser shall not consult with any other investment adviser (other than affiliates of the Adviser) of

any other series of the Trust concerning portfolio transactions for a Fund or any other series of the Trust.

(m)The Adviser shall maintain errors and omissions insurance in an amount at least equal to that disclosed

to the Board in connection with the approval of this Agreement pursuant to Section 7 of this Agreement.

3.	BROKERAGE

The Adviser is responsible for decisions to buy and sell securities for each Fund, for broker-dealer selection,

and for negotiation of brokerage commission rates, provided that the Adviser shall not direct an order to an affiliated

-4-

person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Chief

Compliance Officer. The Adviser’s primary consideration in effecting a securities transaction will be to seek best

execution. In selecting broker-dealers to execute transactions, the Adviser may take the following, among other things,

into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the

size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the

investment performance of a Fund on a continuing basis. The execution price of a transaction may be less favorable than

that available from another broker-dealer if the difference is reasonably justified by other aspects of the execution

services offered.

Subject to such policies as the Board may determine and consistent with Section 28(e) of the 1934 Act, the

Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or

otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides (directly or indirectly)

brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess

of the amount of commission another broker or dealer would have charged for effecting that transaction, if the

Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the

brokerage and research services provided by such broker or dealer, viewed in terms of either that particular

transaction or the Adviser’s overall responsibilities with respect to a Fund and to other clients of the Adviser as to

which the Adviser exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is

further authorized to allocate the orders placed by it on behalf of a Fund to such brokers or dealers who also provide

research or statistical material, or other services to the Trust, the Adviser or any affiliate of either. Such allocation

shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such

allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the

basis therefor.

On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Fund

as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the

securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and

the most efficient execution. In such event, the allocation of the securities so purchased or sold, as well as the

expense incurred in the transaction, will be made by the Adviser in the manner it considers to be equitable and

consistent with its fiduciary obligations to a Fund and to such other clients.

The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of a

Fund and to execute for the Fund as its agent and attorney-in-fact standard institutional customer agreements with

such broker or brokers as the Adviser shall select as provided herein. The Adviser shall cause all securities and other

property purchased or sold for a Fund to be settled at the place of business of the Custodian or as the Custodian shall

direct. All securities and other property of a Fund shall remain in the direct or indirect custody of the Custodian

except as otherwise authorized by the Board.

The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other

property delivered to the Custodian for a Fund and deliver securities and other property against payment for the

Fund, and such other authority granted by the Trust from time to time. The Adviser shall not have authority to cause

the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

4.	ALLOCATION OF EXPENSES

(a)With respect to the operation of a Fund, the Adviser shall be responsible for (i) the Fund’s

organizational expenses; (ii) providing the personnel, office space and equipment reasonably necessary to perform

its obligations hereunder; (iii) the expenses of printing and distributing extra copies of the Fund’s prospectus,

statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting

fees attendant thereto) to prospective investors (but not to existing shareholders) to the extent such expenses are not

covered by any applicable plan adopted pursuant to Rule 12b-1 under the 1940 Act (each, a “12b-1 Plan”); (iv) the

costs of any special Board meetings or shareholder meetings convened for the primary benefit of, and requested by,

the Adviser; and (v) any costs of liquidating or reorganizing the Fund if the liquidation or reorganization is made at

the request of the Adviser (unless such cost is otherwise allocated by the Board). If the Adviser has agreed to limit

the operating expenses of a Fund, the Adviser also shall be responsible on a monthly basis for any operating

expenses that exceed the agreed upon expense limit, subject to the terms of such agreement.

-5-

(b)A Fund is responsible for and has assumed the obligation for payment of its expenses, other than as

stated in Section 4(a) above, including but not limited to: fees and expenses (including legal fees) incurred in

connection with the issuance, registration (and maintenance of registration) and transfer of its shares; commissions,

spreads, fees and other expenses connected with the acquisition, holding, disposition of securities and other

investments including placement and similar fees in connection with direct placements entered into on behalf of the

Fund; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other

property of the Trust for the benefit of the Fund including all fees and expenses of its custodian, shareholder

services agent and accounting services agent; all expenses incurred in connection with borrowings; dividend

expenses related to short sales; costs and expenses of pricing and calculating its daily net asset value and of

maintaining its books of account required under the 1940 Act; taxes, if any; its portion of expenditures in

connection with meetings of the Board that are properly payable by the Fund; its allocable portion of expenditures

in connection with meetings of shareholders as determined by the Board; its allocable portion of salaries and

expenses of officers of the Trust other than officers and employees of U.S. Bancorp Fund Services, LLC or any

duly appointed successor (the “Administrator”) (except the Trust’s Chief Compliance Officer if determined to be

appropriate by the Board); its allocable portion of fees and expenses of members of the Board or members of any

advisory board or committee who are not members of, affiliated with or interested persons of the Adviser or the

Administrator; its allocable portion of the Trust’s insurance premiums on property or personnel of the Fund which

inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy

statements, Prospectuses of the Fund or other communications for distribution to existing shareholders; its

allocable portion of the Trust’s legal, auditing and accounting fees; its allocable portion of the Trust’s trade

association dues or educational program expenses determined appropriate by the Board; all expenses of

maintaining and servicing shareholder accounts of the Fund maintained with the Trust’s transfer agent, including

all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; and all other charges and

costs of its operation plus any extraordinary and non-recurring expenses including litigation, proceedings, claims

and indemnification obligations to its directors, officers, service providers and shareholders, except as herein

otherwise prescribed.

(c)The Adviser may voluntarily or contractually absorb certain Fund expenses.

(d)To the extent the Adviser incurs any costs by assuming expenses which are an obligation of a Fund as

set forth herein, the Fund shall promptly reimburse the Adviser for such costs and expenses, except to the extent the

Adviser has otherwise agreed to bear such expenses. To the extent the services for which a Fund is obligated to pay

are performed by the Adviser, the Adviser shall be entitled to recover from such Fund to the extent of the Adviser’s

actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into

account an allocated portion of the salaries and overhead of personnel performing such services.

(e)To the extent that the Adviser pays fees in addition to any Fund distribution or servicing fees to

financial intermediaries, including without limitation banks, broker-dealers, financial advisors, or pension

administrators, for sub-administration, sub-transfer agency or any other shareholder servicing or distribution

services associated with shareholders whose shares are held in omnibus or other group accounts, the Adviser shall

report such payments regularly to the Trust on the amounts paid and the relevant financial institutions.

(f)The fee payable to the Adviser under this Agreement with respect to a Fund may be reduced to the

extent of any receivable owed by the Adviser to the Fund (provided that such obligation is not subject to a good

faith dispute) or as required under any operating expense limitation agreement applicable to the Fund.

5.	INVESTMENT ADVISORY FEES

(a)For all of the services rendered with respect to a Fund as herein provided, the Trust shall pay to the

Adviser a fee at an annual rate based on the Current Net Assets (as defined below) of the Fund as set forth in

Schedule A attached hereto and made a part hereof. Such fee shall be accrued by a Fund daily and shall be payable

monthly in arrears, within fifteen business days after the last day of each month. If fees begin to accrue with respect

to a Fund during the middle of a month, all fees for the period from that date to the end of the month shall be

prorated according to the proportion that the period bears to the full month. In the case of termination of this

Agreement with respect to a Fund during any month, all fees accrued from the beginning of that month to, but

excluding, the date of termination, shall be prorated according to that proportion that the period bears to the full

month and shall be paid promptly following such termination. For purposes of computing the amount of advisory

-6-

fee accrued for any day, “Current Net Assets” shall mean a Fund’s net assets as of the most recent preceding day for

which the Fund’s net assets were computed.

(b)The Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses

due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the

responsibility of a Fund under this Agreement. Any such reduction or payment shall be applicable only to such

specific reduction or payment and shall not constitute an agreement to reduce any future compensation or

reimbursement due to the Adviser hereunder or to continue future payments. Any such reduction will be agreed to

prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis.

(c)Any such reductions made by the Adviser in its fees or payment of expenses which are a Fund’s

obligation are subject to reimbursement by the Fund to the Adviser for a period of thirty-six months following the

end of the month in which such reduction or payment was accrued, if so requested by the Adviser, if the aggregate

amount actually paid by the Fund toward the operating expenses for such month (taking into account the

reimbursement) does not exceed the applicable limitation on Fund expenses. Such reimbursement may not be paid

prior to a Fund’s payment of current ordinary operating expenses.

(d)The Adviser may agree not to require payment of any portion of the compensation or reimbursement

of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with

respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any

future compensation or reimbursement due to the Adviser hereunder.

6.LIABILITY; STANDARD OF CARE

(a)The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack

thereof) of any information with respect to the Adviser, its personnel or a Fund’s strategies providing in writing to

the Trust for inclusion in the Fund’s offering materials (including the Prospectus and advertising and sales

materials).

(b)The Adviser shall act at all times in the best interests of each Fund and shall discharge its duties with

the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like

capacity and familiar with such matters would use in the conduct of a similar enterprise. The Adviser shall not be

liable to the Trust, a Fund, or a Fund’s shareholders for any action or inaction of the Adviser relating to any event

whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of or the reckless

disregard of the Adviser’s duties or obligations under this Agreement. Notwithstanding the foregoing, federal

securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in

good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the

Trust, a Fund or any shareholder of the Fund may have under federal securities laws or state laws.

(c)In no event shall the Adviser be responsible or liable for any failure or delay in performance of its

obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its

reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor

difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe,

acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

(d)The Adviser, its affiliates, agents and employees, shall not be liable to the Trust or a Fund for failure

to act or any action taken in good faith reliance upon:

(i)The Fund’s directions to the Custodian, or brokers, dealers or others with respect to the

making, retention or sale of any investment or reinvestment hereunder; or

(ii)Acts or omissions of the Custodian or a Fund, their respective affiliates, agents or

employees.

(e)No party to this Agreement shall be liable to another party for consequential damages under

any provision of this Agreement.

(f)The Adviser shall not be deemed by virtue of this Agreement to have made any representation or

warranty that any level of investment performance or level of investment results will be achieved.

-7-

(g)Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying

Party”) shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of

the other parties (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense

(including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense

and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance

or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be paid

hereunder with respect to any matter to the extent to which the loss, liability, claim, damage, or expense was caused

by the Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of duties hereunder or

reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Adviser

shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim,

damage, or expense of such Indemnified Party was attributable to the Adviser’s willful misfeasance, bad faith, or

negligence in the performance of duties hereunder or reckless disregard of the Adviser’s obligations or duties

hereunder.

(h)If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the

Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect

thereof and will keep the Indemnifying Party advised with respect to all developments concerning such claim, action

or proceeding; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the

Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall

not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect

to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of

such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the

Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless

(i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely

manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its

representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing,

the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the

Indemnified Party may participate in such defense as it deems necessary. The Indemnified Party shall in no case

confess any claim or make any compromise in any case in which the Indemnifying Party may be required to

indemnify it except with the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld,

conditioned or delayed; notwithstanding this Section 6 hereof, in the event the Indemnified Party has not secured

such consent, the Indemnifying Party will have no obligation to indemnify the Indemnified Party. Upon request and

at the Indemnifying Party’s expense, the Indemnified Party shall provide reasonable assistance to the Indemnifying

Party so that the Indemnifying Party can defend against such claim, action or proceeding.

(i)The provisions of Sections 6(g) and (h) shall not apply in any action where the Indemnified Party is

the party adverse, or one of the parties adverse, to the other party.

7.	TERM AND TERMINATION OF THIS AGREEMENT

(a)This Agreement shall become effective with respect to a Fund immediately upon the latter of

approval by a majority of the Trust’s Trustees who are not interested persons (as defined in the 1940 Act) and, if

required by applicable law, by a vote of a majority of the outstanding voting securities of a Fund. The Agreement

shall, unless terminated as hereinafter provided, continue in effect for a period of two (2) years from the date of

effectiveness with respect to a Fund. This Agreement shall continue in effect thereafter for additional periods not

exceeding one (1) year so long as such continuation is approved for a Fund at least annually by (i) the Board or by

the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees

of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called

for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and

“interested persons” shall have the meanings as set forth in the 1940 Act.

(b)This Agreement may be terminated by the Trust on behalf of a Fund at any time without payment of

any penalty, by the Board, or by vote of a majority of the outstanding voting securities of the Fund, upon sixty (60)

days’ written notice to the Adviser, and by the Adviser upon sixty (60) days’ written notice to the Fund. In the event

of a termination, the Adviser shall cooperate in the orderly transfer of a Fund’s affairs and, at the request of the

Board, transfer any and all books and records of the Fund maintained by the Adviser on behalf of the Fund.

(c)This Agreement shall terminate automatically in the event of any transfer or assignment thereof,

as defined in the 1940 Act.

-8-

8.SERVICES NOT EXCLUSIVE

The services of the Adviser to a Fund are not to be deemed exclusive and it shall be free to render similar

services to others so long as its services hereunder are not impaired thereby. It is specifically understood that directors,

officers and employees of the Adviser and of its subsidiaries and affiliates may continue to engage in providing portfolio

management services and advice to other investment advisory clients. The Trust agrees that Adviser may give advice and

take action in the performance of its duties with respect to any of its other clients which may differ from advice given or

the timing or nature of action taken with respect to a Fund. Nothing in this Agreement shall be deemed to require

Adviser, its principals, affiliates, agents or employees to purchase or sell for any Fund any security which it or they may

purchase or sell for its or their own account or for the account of any other client.

9.NO SHORTING; NO BORROWING

The Adviser agrees that neither it nor any of its officers or employees shall take any short position in the shares of

the Fund. This prohibition shall not prevent the purchase of such shares by any of the officers or employees of the

Adviser or any trust, pension, profit-sharing or other benefit plan for such persons or affiliates thereof, at a price not

less than the net asset value thereof at the time of purchase, as allowed pursuant to rules promulgated under the 1940

Act. The Adviser agrees that neither it nor any of its officers or employees shall borrow from a Fund or pledge or

use the Fund’s assets in connection with any borrowing not directly for the Fund’s benefit.

10.AMENDMENT

No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an

instrument in writing signed by all parties and approved by the Trust in the manner set forth in Section 7(a).

11.CONFIDENTIALITY

(a)“Confidential Information” as used in this agreement shall mean and include all tangible and

intangible information and materials being disclosed in connection with this Agreement by one of the Parties

(“Disclosing Party”) to the other Party (“Receiving Party”), in any form or medium (and without regard to whether

the information is owned by a Party or by a third party), that satisfy at least one of the following criteria:

(i)Information related to the Disclosing Party’s, its affiliates’ or its third-party licensors or vendors’

trade secrets, customers/shareholders, business plans, strategies, forecasts or forecast assumptions, operations,

methods of doing business, records, finances, assets, intellectual property rights, technology, software, systems data

or other proprietary or confidential business or technical information;

(ii)Information designated as confidential in writing by the Disclosing Party or information that the

Receiving Party should reasonably know to be information that is of a confidential or proprietary nature;

(iii)any information derived from, or developed by reference to or use of, any information

described in the preceding clauses (i) and (ii); or

(iv)Shareholder Records (as defined below);

provided, however, that notwithstanding the foregoing, the following shall not be considered Confidential

Information: (A) information that is disclosed to the Receiving Party by a third person who has a right to make such

disclosure without any obligation of confidentiality; (B) information that is or becomes publicly known without

violation of this Agreement by the Receiving Party; or (C) information that is independently developed by the

Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information.

(b)Except as expressly provided otherwise herein, each Party shall, during the term of this Agreement: (i) use

a level of care no less rigorous than that taken to protect its own Confidential Information of a similar nature (but in no

event less than a reasonable level of care) to keep confidential, and to prevent any unauthorized disclosure of, any

Confidential Information of the other Party, (ii) use such Confidential Information only in connection with this

Agreement, (iii) not make any commercial use of such Confidential Information for the benefit of itself or any third party

beyond the scope of this Agreement, and (iv) except where required by law, order, or demand of any governmental or

regulatory authority or as permitted by this Agreement, not make any such Confidential Information, or parts thereof,

available to any third party. If either Party receives a request or demand from a third party to inspect any documents or

-9-

other hard or electronic materials containing Confidential Information, the Party receiving such a request or demand will

endeavor to notify the other Party and to secure instructions from that Party or an authorized person of that Party.

(c)Each Party shall reproduce the other Party’s Confidential Information only to the extent necessary to

permit it to meet its obligations under this Agreement, and shall notify the other Party promptly if the other Party’s

Confidential Information is disclosed in violation of the provisions of this Agreement or is otherwise lost or

unaccounted for. Adviser shall have the right, however, to disclose such Confidential Information to its affiliates’

respective employees, officers, directors, advisers, attorneys, consultants, vendors and third party service providers

who have a need to know such information in connection with Adviser’s performance of its obligations under this

Agreement.

(e) The Adviser acknowledges that certain information regarding the Trust’s shareholders made available

by the Trust to Adviser or otherwise maintained by Adviser under this Agreement (“Shareholder Information”) may

be deemed nonpublic personal information under the Gramm-Leach-Bliley Act, Regulations S-P, and other

applicable privacy Laws (collectively, “Privacy Laws”). Adviser agrees: (i) not to disclose or use such information

except as required to carry out its duties under the Agreement or as otherwise permitted by law in the ordinary

course of business; (ii) to establish and maintain reasonable physical, electronic and procedural safeguards to protect

such information; and (iii) to cooperate with Trust and provide reasonable assistance in ensuring compliance with

such Privacy Laws with respect to accountholders to the extent applicable to either or both of the parties.

12.USE OF ADVISER’S NAME

Adviser hereby consents to the royalty-free use by a Fund of the name Reinhart Partners, LLC as part of the

Fund’s name or any reasonable derivation thereof (the “Name”) and consents to the royalty-free use of the related

Reinhart Partners, LLC logo and any such marks or symbols which may arise hereafter (the “Mark”) during the term

of this Agreement. The Trust acknowledges that any rights in or to the Name or the Mark are, and under any and all

circumstances shall continue to be, the sole property of the Adviser. The Adviser shall have the right to resolve any

concerns regarding copyright, trademark or patent infringement with respect to a Fund’s use of the Name or the

Mark as the Adviser shall so determine.

It is understood and hereby agreed that the name “Managed Portfolio Series” or “MPS” is the property of

the Trust for copyrights and all other purposes. The Adviser undertakes and agrees that, in the event that the Adviser

shall cease to act as investment adviser to a Fund, the Adviser shall promptly take all necessary and appropriate

action to discontinue the use of the Trust’s name and will further refrain from using the Trust’s name; provided,

however, that the Adviser may continue to use the Trust’s name for the sole purpose of identifying the Trust as an

account formerly managed by the Adviser or as otherwise consented to by the Trust in writing prior to such use.

It is additionally understood and hereby agreed that the name of each Fund set forth in Schedule A or any

reasonable derivation of the same, is the property of the Adviser for copyright and all other purposes. The Name and

the Mark may be used from time to time in other connections and for other purposes by the Adviser, and its affiliates

and including with respect to other investment companies that have obtained consent to use of the Name or the

Mark. The Trust understands and agrees that, in the event that the Adviser shall cease to act as investment adviser to

a Fund, the Trust shall promptly take all necessary and appropriate action to discontinue use of the Name and the

Mark and will further refrain from using the Name and the Mark; provided, however, that the Trust may continue to

use the Name and the Mark for the sole purpose of identifying the Trust as an account formerly managed by the

Adviser or as otherwise consented to by the Adviser in writing prior to such use.

13.ANTI-MONEY LAUNDERING COMPLIANCE

The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT

Act, and any implementing regulations thereunder (together, “AML Laws”), the Trust has adopted an Anti-Money

Laundering Policy. The Adviser agrees to cooperate with the Trust in connection with the Trust’s compliance with

the Trust’s Anti-Money Laundering Policy and the AML Laws by providing the Trust and/or each Fund’s

administrator such reports, certifications and contractual assurances as may be reasonably requested upon reasonable

notice by the Trust in order for the Trust and each Fund’s administrator to fulfill its obligations under the AML Laws

provided that nothing herein shall impose any obligation on the Adviser to provide any reports, certifications or

assurances with respect to the beneficial owners of the Trust. The Trust may disclose information regarding the

-10

Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or

regulation and may file reports with such authorities as may be required by applicable law or regulation.

14.CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES

The Adviser acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley

Act”), and the implementing regulations promulgated thereunder, the Trust and each Fund are required to make

certain certifications and have adopted disclosure controls and procedures. To the extent reasonably requested by the

Trust, the Adviser agrees to use its commercially reasonable efforts to assist the Trust and each Fund in complying

with the Sarbanes-Oxley Act and implementing the Trust’s disclosure controls and procedures. The Adviser agrees

to inform the Trust of any material development related to the services it provides to a Fund that the Adviser

reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes-Oxley Act.

15.NOTIFICATION

The Adviser agrees that it will provide prompt notice to the Trust about material changes in the

employment status of key investment management personnel involved in the management of a Fund, material

changes in the investment process used to manage the Fund and any changes in senior management, operations or

ownership of the Adviser.

16.NOTICES

Notices and other communications required or permitted under this Agreement shall be in writing, shall be

deemed to be effectively delivered when actually received, and may be delivered by U.S. mail (first class, postage

prepaid), by facsimile transmission, by hand or by commercial overnight delivery service, addressed as follows:

ADVISER:Reinhart Partners, LLC

11090 North Weston Drive

Mequon, WI 53092

FUND:Managed Portfolio Series

on behalf of the Reinhart Funds

615 East Michigan Street

Milwaukee, WI 53202Attn: Brian Wiedmeyer

17.GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware

without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to

preempt, or to be inconsistent with, any federal law, regulation or rule, including the 1940 Act and the Advisers Act

and any rules and regulations promulgated thereunder.

18.ASSIGNMENT

This Agreement may not be assigned by any party, either in whole or in part, without the prior written

consent of each other party.

19.SUB-ADVISERS

At its own expense, the Adviser may carry out any of its obligations to the Trust and a Fund under this

Agreement by employing, subject to the direction and control of the Board, one or more persons who are registered as

investment advisers pursuant to the Advisers Act (“Sub-Adviser”). Each Sub-Adviser’s employment to provide

investment advisory services to a Fund will be evidenced by a separate written agreement between the Adviser and the

Sub-Adviser approved by the Board and, if required by applicable law, by the shareholders of the Fund. The Adviser

shall supervise and monitor the activities of each Sub-Adviser. The Adviser shall not be liable hereunder for any act or

inaction of any Sub-Adviser except for the Sub-Adviser’s bad faith, willful misfeasance or negligence in the performance

of or the reckless disregard of the Sub-Adviser’s duties or obligations under its sub-advisory agreement with the Adviser.

In addition, the Adviser shall be liable: (1) for its failure to exercise good faith in the employment of the Sub-Adviser; (2)

for the Adviser’s failure to exercise appropriate supervision of the Sub-Adviser; and (3) as may be agreed by the Trust

and the Adviser in writing.

-11

20.LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trustees and officers of the Trust and the shareholders of a Fund shall not be personally liable for any

obligations of the Trust or of any Fund under this Agreement, and the Adviser agrees that in asserting any rights or

claims under this Agreement, it shall look only to the assets and property of the Fund to which the Adviser’s rights

or claims relate in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of any

Fund.

21.MISCELLANEOUS

(a)This Agreement constitutes the entire agreement between the parties hereto and supersedes any

prior agreement with respect to the subject matter hereof whether oral or written.

(b)This Agreement may be executed by the parties hereto on a number of counterparts taken together

shall be deemed to constitute one and the same instrument.

(c)If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or

otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights

and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part,

term, or provision held to be illegal or invalid.

(d)The term “affiliate” shall have the meaning ascribed thereto by the 1940 Act.

(e)Sections 2(d), 2(h), 2(i), 6, 11, 12, 13, 14, 17 and 20, 21 shall survive termination of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day

first set forth above.

MANAGED PORTFOLIO SERIES on behalf of the series listed on Schedule A
By:	/s/ Brian Wiedmeyer
Name:	Brian Wiedmeyer
Title:	President
REINHART PARTNERS, LLC
By:	/s/ Sandi King
Name:	Sandi King
Title	President

-12

SCHEDULE A

FUNDS AND FEES

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