0000894189-16-008600 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • March 29th, 2016 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of the 17th day of February, 2016, by and between the 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”). JACKSON SQUARE PARTNERS, LLC, a Delaware limited liability company, (the “Advisor”) is a party hereto with respect to Sections 3 F. and 6 only.

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MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 29th, 2016 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 29th day of April 2016, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”), and Jackson Square Partners, LLC, a Delaware limited liability company (the “Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • March 29th, 2016 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 29th day of April 2016, 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 Jackson Square Partners, LLC, a Delaware limited liability company (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 29th, 2016 • Managed Portfolio Series

THIS AMENDMENT dated as of the 17th day of February, 2016, 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”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 29th, 2016 • Managed Portfolio Series

THIS AMENDMENT dated as of the 17th day of February, 2016, 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 • March 29th, 2016 • Managed Portfolio Series

THIS AMENDMENT dated as of the 17th day of February, 2016, 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 FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 29th, 2016 • Managed Portfolio Series

THIS AMENDMENT dated as of the 17th day of February, 2016, 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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