Distribution Agreement
THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the
Transaction (as defined below) currently anticipated for the close of business on January 12,
2026 (the “Closing Date”), is by and between Quasar Distributors, LLC (the “Distributor”),
Managed Portfolios Series (“Fund Company”), on behalf of the Reinhart Mid Cap PMV Fund,
Reinhart Genesis PMV Fund and Reinhart International PMV Fund (each a “Fund” and
collectively, the “Funds”), and Reinhart Partners, LLC (“Adviser”).
WHEREAS, the Adviser has entered into a transaction the completion of which is expected to
result in a change of control of the Adviser for purposes of the Investment Company Act of 1940
(the “Transaction”), resulting in the assignment and automatic termination of the Existing
Agreement (as defined below).
Effective as of the Closing Date, the Fund Company, on behalf of each Fund, the Adviser and the
Distributor hereby enter into this Agreement on terms identical to those of the Distribution
Agreement between the Fund Company and the Distributor effective as of September 30, 2021,
as amended (the “Existing Agreement”), which are incorporated herein by reference, except as
noted below. Capitalized terms used herein without definition have the meanings given them in
the Existing Agreement.
Unless sooner terminated as provided herein, this Agreement shall continue for an initial two-
year term and thereafter shall be renewed for successive one-year terms, provided such
continuance is specifically approved at least annually by (i) the Funds’ board of trustees/directors
or (ii) by a vote of a majority (as defined in the Investment Company Act of 1940 Act, as
amended (“1940 Act”) and Rule 18f-2 thereunder) of the outstanding voting securities of the
Funds, provided that in either event the continuance is also approved by a majority of the
trustees/directors who are not parties to this Agreement and who are not interested persons (as
defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This Agreement is terminable without penalty,
on at least sixty (60) days’ written notice, by the Funds’ board of trustees/directors, by vote of a
majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting
securities of the Funds, or by Distributor. This Agreement may be terminated with respect to one
or more Funds, or with respect to the entire Fund Company. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder).
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