0000894189-23-003967 Sample Contracts

MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • May 26th, 2023 • Managed Portfolio Series • Minnesota

This Custody Agreement (the “Agreement”), is made and entered into as the last date in the signature block (the “Effective Date”), by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business in Minneapolis, Minnesota (the “Custodian”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • May 26th, 2023 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 24th day of May, 2023, by and between Kensington Asset Management, LLC, a Texas limited liability company (the “Adviser”), and Liquid Strategies, LLC, a Delaware limited liability company (the “Sub-Adviser”), and Managed Portfolio Series, a Delaware statutory trust (the “Trust”) on behalf of the Kensington Defender Fund (the “Fund”).

MANAGED PORTFOLIO SERIES FUND SERVICING AGREEMENT
Fund Servicing Agreement • May 26th, 2023 • Managed Portfolio Series • Wisconsin

THIS FUND SERVICING AGREEMENT (the “Agreement”) is made and entered into as of the last date in the signature block (the “Effective Date”), by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

FIRST AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 26th, 2023 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the 24th day of May, 2023, to the Investment Advisory Agreement, dated as of February 23, 2022, as amended (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Kensington Asset Management, LLC, a Texas limited liability company (the “Adviser”).

FIRST AMENDMENT TO THE OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • May 26th, 2023 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the 24th day of May, 2023, to the Operating Expenses Limitation Agreement, dated as of February 23, 2022, as amended (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Kensington Asset Management, LLC, a Texas limited liability company (the “Adviser”).

MANAGEMENT AGREEMENT
Management Agreement • May 26th, 2023 • Managed Portfolio Series

Kensington Defender Offshore Fund (the “Company” or the “Fund”), an Exempted Company incorporated in the Cayman Islands with limited liability, herewith confirms our agreement with you, Kensington Asset Management, LLC, a Texas limited liability company (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES DISTRIBUTION AGREEMENT
Distribution Agreement • May 26th, 2023 • Managed Portfolio Series

THIS AMENDMENT dated as of May 24, 2023, to the Distribution Agreement, dated as March 18, 2022, (the “Agreement”), is entered into by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) on behalf of the series listed on Exhibit A, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • May 26th, 2023 • Managed Portfolio Series • Delaware

This Investment Sub-Advisory Agreement (the “Agreement”) is made and entered into as of May 16, 2023 by and among Kensington Asset Management, LLC, a Texas limited liability company (the “Adviser”), Liquid Strategies, LLC, a Delaware limited liability company (the “Sub-Adviser”), and Kensington Defender Offshore Fund, a Cayman exempted company (the “Company”), solely as a party with respect to Sections 1 and 3 hereof.

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