0000894189-15-006431 Sample Contracts

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 18th, 2015 • Managed Portfolio Series

THIS AMENDMENT dated as of the 18th day of November, 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").

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MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 18th, 2015 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 21st day of December 2015, 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 (the “Fund”), and Great Lakes Advisors, LLC, a Delaware Limited Liability Company (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 18th, 2015 • Managed Portfolio Series

THIS AMENDMENT dated as of the 18th day of November, 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
Custody Agreement • December 18th, 2015 • Managed Portfolio Series

THIS AMENDMENT dated as of the 18th day of November, 2015, to the Custody 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. Bank National Association, a national banking association (the “Custodian”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 18th, 2015 • Managed Portfolio Series

THIS AMENDMENT dated as of the 18th day of November, 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").

FIRST AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 18th, 2015 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the 21st day of December, 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 Great Lakes Advisors, LLC, a Delaware Limited Liability Company (“Adviser”).

MANAGED PORTFOLIO SERIES FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • December 18th, 2015 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the November 18, 2015, to the Distribution Agreement, dated as of September 6, 2012 (the "Agreement"), is 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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