MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENTManaged Portfolio Series • August 25th, 2022 • Managed Portfolio Series • Delaware
This AGREEMENT is made as of the 17th day of August 2022, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and CornerCap Investment Counsel, Inc., a Georgia corporation (the “Adviser”).
Re: Agreement and Plan of Reorganization (“Agreement”) adopted as of [___], 2022 by and by and between Managed Portfolio Series, a Delaware statutory trust (“MPS”), on behalf of its new series, the CornerCap Small-Cap Value Fund (the “Acquiring...Managed Portfolio Series • August 25th, 2022
You have requested our opinion as to certain federal income tax consequences of the Reorganization of the Target Fund, pursuant to which: (i) the Acquiring Fund will acquire the Assets and Liabilities of the Target Fund in exchange for shares of the Acquiring Fund of equal value to the net assets of the Target Fund, and (ii) such shares of the Acquiring Fund will be distributed, by the Target Fund, to shareholders of the Target Fund, in connection with the liquidation of the Target Fund, all upon the terms and conditions of the Agreement (such transaction, the “Reorganization”). Following its liquidation, the Target Fund will be dissolved. The Acquiring Fund is, and will be immediately prior to Closing, a shell series, without assets (other than seed capital) or liabilities, created for the purpose of acquiring the Assets and Liabilities of the Target Fund. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.
MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • August 25th, 2022 • Managed Portfolio Series • Delaware
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 17th day of August 2022, 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 CornerCap Investment Counsel, Inc., a Georgia corporatoin (the “Adviser”).
