0000894189-22-009302 Sample Contracts

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • December 27th, 2022 • Managed Portfolio Series

THIS AGREEMENT is dated as of January 19, 2022, among Managed Portfolio Series (the "Acquiring Trust"), each on behalf of itself and its separate series listed on Schedule A, as amended from time to time, severally and not jointly (each an "Acquiring Fund" and collectively, the "Acquiring Funds"), and PIMCO ETF Trust and PIMCO Equity Series, (each an "Acquired Trust" and collectively, the "Acquired Trusts"), each on behalf of its itself and its separate series listed on Schedule B, as amended from time to time or as such additional series are deemed to be added in the future, severally and not jointly (each, an "Acquired Fund" and collectively, the "Acquired Funds").

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FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • December 27th, 2022 • Managed Portfolio Series

THIS AGREEMENT, dated as of February 3, 2022, between Managed Portfolio Series, on behalf of itself and its separate series listed on Schedule A (each, an “Investing Fund”), severally and not jointly, and the investment trusts listed on Schedule A, on behalf of themselves and their respective series also listed on Schedule A, severally and not jointly (each, a “Vanguard Fund” and together with the Investing Funds, the “Funds”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • December 27th, 2022 • Managed Portfolio Series • Delaware

THIS AGREEMENT, dated as of January 19, 2022 between Managed Portfolio Series (“Acquiring Trust”), on behalf of each of its series, severally and not jointly, listed on Schedule A hereto (each, an “Acquiring Fund”), and each series of the Direxion Shares ETF Trust (“Trust”), excluding those listed on Schedule B hereto (each, an “Acquired Fund”), severally and not jointly. The Acquired Funds, together with the Acquiring Funds, are the “Funds.”

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • December 27th, 2022 • Managed Portfolio Series • California

THIS AGREEMENT, dated as of January 19, 2022, by and among Managed Portfolio Series, a statutory trust organized under the laws of the State of Delaware (the “Acquiring Management Company”), on behalf of its series identified on Schedule A, severally and not jointly (each, an “Acquiring Fund,” and collectively, the “Acquiring Funds”), and Schwab Strategic Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), on behalf of its series identified on Schedule B, severally and not jointly (each, a “Acquired Fund” and, collectively, the “Acquired Funds”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • December 27th, 2022 • Managed Portfolio Series • Delaware

THIS AGREEMENT, dated as of January 19, 2022 between Managed Portfolio Series (the “Acquiring Trust”) on behalf of each of its series, severally and not jointly listed on Schedule A hereto (each, an “Acquiring Fund”), and each series of the Direxion Funds (the “Trust”), excluding those listed on Schedule B hereto (each, an “Acquired Fund”), severally and not jointly. The Acquired Funds, together with the Acquiring Funds, are the “Funds.”

FIRST AMENDMENT TO THE
Funds Investment Agreement • December 27th, 2022 • Managed Portfolio Series

This FIRST AMENDMENT (the “Amendment”) is entered into as of September 23, 2022 (the “Effective Date”) and amends the Fund of Funds Investment Agreement, dated as of January 19, 2022, (the “Agreement”) by and between/among Managed Portfolio Series (the “Acquiring Trust”), on behalf of each of its series, severally and not jointly, listed on Schedule A to the Agreement (the “Acquiring Funds”), and each series of the Direxion Shares ETF Trust (the “Acquired Funds”), excluding those listed on Schedule B to the Agreement (each, an “Excluded Fund”), severally and not jointly. Together, the Acquiring Trust, the Acquiring Funds and the Acquired Funds are the “Parties.”

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