0000894189-19-007914 Sample Contracts

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 25th, 2019 • Managed Portfolio Series

THIS AMENDMENT dated as of the 26th day of November, 2019, 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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AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 25th, 2019 • Managed Portfolio Series

THIS AMENDMENT dated as of the 26th day of November, 2019, 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").

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • November 25th, 2019 • Managed Portfolio Series • Delaware

This first amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of July 12, 2018 by and between Managed Portfolio Series (“Client”) and Compass Distributors, LLC (“Foreside”) is entered into as of November 26, 2019 (the “Effective Date”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 25th, 2019 • Managed Portfolio Series

THIS AMENDMENT dated as of the 26th day of November, 2019, 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 CUSTODY AGREEMENT
Managed Portfolio Series • November 25th, 2019 • Managed Portfolio Series

THIS AMENDMENT dated as of the 26th day of November, 2019, to the Custody 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. Bank National Association, a national banking association (the "Custodian").

SECOND AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 25th, 2019 • Managed Portfolio Series

THIS SECOND AMENDMENT dated as of the 26th day of November, 2019, to the Investment Advisory Agreement, dated as of July 30, 2013 (the “Agreement”), as amended, is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Coho Partners, Ltd., a Pennsylvania corporation (the “Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • November 25th, 2019 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 26th day of November 2019, 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 (the “Funds”), and Coho Partners, Ltd., a Pennsylvania corporation (the “Adviser”).

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