0000894189-15-004953 Sample Contracts

MANAGED PORTFOLIO SERIES SECOND AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • September 25th, 2015 • Managed Portfolio Series

THIS SECOND AMENDMENT dated as of the August 19, 2015, to the Distribution Agreement, dated as of September 1, 2012, as amended November 19, 2014 (the “Agreement”), is entered into by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) on behalf of its series, listed on Exhibit A attached hereto, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

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AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 25th, 2015 • Managed Portfolio Series

THIS AMENDMENT dated as of the 19th day of August, 2015, to the Fund Accounting Servicing Agreement, dated as of April 6, 2011, 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, a Wisconsin limited liability company (“USBFS”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Managed Portfolio Series • September 25th, 2015 • Managed Portfolio Series

THIS AMENDMENT dated as of the 19th day of August, 2015, to the Custody Agreement, dated as of April 6, 2011, as amended (the "Agreement"), is entered into by and

FIRST AMENDMENT TO THE OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • September 25th, 2015 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the 28th day of September, 2015, to the Operating Expenses Limitation Agreement, dated as of December 1, 2014, (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Advantus Capital Management, Inc., a Minnesota corporation (“Adviser”).

SECOND AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 25th, 2015 • Managed Portfolio Series

THIS SECOND AMENDMENT dated as of the 28th day of September, 2015, to the Investment Advisory Agreement, dated as of September 6, 2012, (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Advantus Capital Management, Inc., a Minnesota corporation (“Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 25th, 2015 • Managed Portfolio Series

THIS AMENDMENT dated as of the 19th day of August, 2015, to the Fund Administration Servicing Agreement, dated as of April 6, 2011, 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, a Wisconsin limited liability company (“USBFS”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 25th, 2015 • Managed Portfolio Series

THIS AMENDMENT dated as of the 19th day of August, 2015, to the Transfer Agent Servicing Agreement, dated as of April 6, 2011, 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, a Wisconsin limited liability company (“USBFS”).

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