0000894189-22-003971 Sample Contracts

MANAGED PORTFOLIO SERIES AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • May 20th, 2022 • Managed Portfolio Series • Delaware

THIS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 23rd day of February 2022, 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”).

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AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 20th, 2022 • Managed Portfolio Series

THIS AMENDMENT dated as of the 18th day of February, 2022, 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 CUSTODY AGREEMENT
Custody Agreement • May 20th, 2022 • Managed Portfolio Series

THIS AMENDMENT dated as of the 18th day of February, 2022, to the Custody Agreement, dated as of April 6, 2011, (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").

Distribution Agreement
Distribution Agreement • May 20th, 2022 • Managed Portfolio Series

THIS DISTRIBUTION AGREEMENT ("Agreement"), effective as of the closing of the Transaction (as defined below) (the "Closing Date"), is by and between Quasar Distributors, LLC (the "Distributor") and Managed Portfolio Series ("Fund Company") and Reinhart Partners , Inc. ("Adviser").

DISTRIBUTION AGREEMENT
Distribution Agreement • May 20th, 2022 • Managed Portfolio Series • Wisconsin

THIS FIRST AMENDMENT (“Amendment”) to the DISTRIBUTION AGREEMENT (“Agreement”) dated September 30, 2021, by and between QUASAR DISTRIBUTORS, LLC (the “Distributor”), REINHART PARTNERS, INC. (“Advisor”) and MANAGED PORTFOLIO SERIES, on behalf of its series (the “Trust” and together with the Distributor and the Advisor, the “Parties”) is entered into as of February 23, 2022 (the “Effective Date”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 20th, 2022 • Managed Portfolio Series

THIS AMENDMENT dated as of the 18th day of February, 2022, 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").

FOURTH AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 20th, 2022 • Managed Portfolio Series

THIS FOURTH AMENDMENT dated as of the 23rd day of February, 2022, to the Investment Advisory Agreement, dated as of May 23, 2012, as amended June 1, 2017, September 28, 2017 and February 20, 2018 (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 ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 20th, 2022 • Managed Portfolio Series

THIS AMENDMENT dated as of the 18th day of February, 2022, 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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