0000894189-18-000971 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • February 16th, 2018 • Managed Portfolio Series • New York

THIS AGREEMENT is made and entered into as of the 9th day of February, 2018, 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”). REINHART PARTNERS, INC, (the “Advisor”) is a party hereto with respect to Sections 3 F. and 6 only.

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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • February 16th, 2018 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of this 9th day of February, 2018, 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 OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • February 16th, 2018 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 20th day of February 2018, 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 Reinhart Partners, Inc., a Wisconsin corporation (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • February 16th, 2018 • Managed Portfolio Series

THIS AMENDMENT dated as of the 9th day of February, 2018, to the Custody Agreement, dated as of November 16, 2016, 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 ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 16th, 2018 • Managed Portfolio Series

THIS AMENDMENT dated as of the 9th day of February, 2018, 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").

THIRD AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 16th, 2018 • Managed Portfolio Series

THIS THIRD AMENDMENT dated as of the 20th day of February, 2018, to the Investment Advisory Agreement, dated as of May 23, 2012, as amended June 1, 2017, and September 28, 2017 (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Reinhart Partners, Inc., a Wisconsin corporation (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • February 16th, 2018 • Managed Portfolio Series

THIS AMENDMENT dated as of the 9th day of February, 2018, 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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