0000894189-18-003726 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • July 13th, 2018 • Managed Portfolio Series • Delaware

THIS AGREEMENT is made and entered into as of 12th day of July, 2018, by and between, Managed Portfolio Series, a Delaware statutory trust (the “Client”) and Compass Distributors, LLC, a Delaware limited liability company (the “Distributor”).

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MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 13th, 2018 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 12th day of July 2018, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Olstein Capital Management, L.P., a New York limited partnership (the “Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • July 13th, 2018 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 12th day of July 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 Olstein Capital Management, L.P., a New York limited partnership (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND TRANSFER AGENT SERVICING AGREEMENT
Fund Transfer Agent Servicing Agreement • July 13th, 2018 • Managed Portfolio Series

THIS AMENDMENT dated as of the 12th day of July, 2018, to the Fund 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 • July 13th, 2018 • Managed Portfolio Series

THIS AMENDMENT dated as of the 12th day of July, 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”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 13th, 2018 • Managed Portfolio Series

THIS AMENDMENT dated as of the 12th day of July, 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”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • July 13th, 2018 • Managed Portfolio Series

THIS AMENDMENT dated as of the 12th day of July, 2018, to the Amended and Restated 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”).

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