0000894189-17-002856 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • May 30th, 2017 • Managed Portfolio Series • Delaware

THIS AGREEMENT is made and entered into as of this ___ day of _________, 2017 by and between Managed Portfolio Series, a Delaware trust (the “Client”) and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

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MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 30th, 2017 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 30th day of May 2017, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Friess Associates, LLC a Delaware limited liability company (the “Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • May 30th, 2017 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 30th day of May 2017, by and between Friess Associates, LLC, a Delaware limited liability company (the “Adviser”), Friess Associates of Delaware, LLC, a Delaware limited liability company (the “Sub-Adviser”), and Managed Portfolio Series, a Delaware statutory trust (the “Trust”) on behalf of the series of the Trust indicated on Schedule A.

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • May 30th, 2017 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 30th day of May 2017, 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 Friess Associates, LLC, a Delaware limited liability company (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 30th, 2017 • Managed Portfolio Series

THIS AMENDMENT dated as of the 10th day of May, 2017, 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 ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 30th, 2017 • Managed Portfolio Series

THIS AMENDMENT dated as of the 10th day of May, 2017, 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 AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • May 30th, 2017 • Managed Portfolio Series

THIS AMENDMENT dated as of the 10th day of May, 2017, to the Custody Agreement dated as of April 6, 2011, and amended and restated as of November 16, 2016 (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 ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 30th, 2017 • Managed Portfolio Series

THIS AMENDMENT dated as of the 10th day of May, 2017, 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”).

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