0000894189-17-004889 Sample Contracts

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • September 14th, 2017 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 15th day of September 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 Green Square Asset Management, LLC, a Delaware limited liability company (the “Adviser”).

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AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 14th, 2017 • Managed Portfolio Series

THIS AMENDMENT dated as of the 6th day of September, 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”).

MANAGED PORTFOLIO SERIES FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • September 14th, 2017 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of September 6, 2017, to the Distribution Agreement, dated as of November 16, 2016 (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”).

FIRST AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 14th, 2017 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the ____ day of August, 2017, to the Investment Advisory Agreement, dated as of November 30, 2016, (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Green Square Asset Management, LLC, a Delaware Limited Liability Company (“Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • September 14th, 2017 • Managed Portfolio Series

THIS AMENDMENT dated as of the 6th day of September, 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”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • September 14th, 2017 • Managed Portfolio Series

THIS AMENDMENT dated as of the 6th day of September, 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 ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • September 14th, 2017 • Managed Portfolio Series

THIS AMENDMENT dated as of the 6th day of September, 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”).

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