0000894189-17-002142 Sample Contracts

MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Managed Portfolio Series • April 25th, 2017 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 14th day of November 2016, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Torray LLC, a Delaware limited liability company (the “Adviser”).

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FIRST AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 25th, 2017 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the 31st day of March, 2017, to the Investment Advisory Agreement, dated as of November 14, 2016, (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Torray LLC, a Delaware limited liability company (“Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • April 25th, 2017 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 31st day of October 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 Torray LLC, a Delaware limited liability company (the “Adviser”).

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