0000894189-15-006483 Sample Contracts

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 21st, 2015 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 27th 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 Nuance Investments, LLC, a Kansas limited liability company (the “Adviser”).

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AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • December 21st, 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”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 21st, 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”).

SECOND AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 21st, 2015 • Managed Portfolio Series

THIS SECOND AMENDMENT dated as of the 18th day of November, 2015, to the Investment Advisory Agreement, dated as of May 4, 2011, (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Nuance Investments, LLC, a Kansas Limited Liability Company (“Adviser”).

MANAGED PORTFOLIO SERIES SECOND AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • December 21st, 2015 • Managed Portfolio Series

THIS SECOND AMENDMENT dated as of the November 18, 2015, to the Distribution Agreement, dated as of April 6, 2011, as amended November 13, 2013 (the “Agreement”), is by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) on behalf of its series, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • December 21st, 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 21st, 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”).

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