0000894189-15-006548 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 23rd, 2015 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 30th day of December 2015, by and among Port Street Investments, LLC, a California limited liability company (the “Adviser”), Segall Bryant & Hamill, LLC, a Delaware limited liability company (the “Sub-Adviser”) and Managed Portfolio Series, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust indicated on Schedule A.

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AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • December 23rd, 2015 • Managed Portfolio Series

THIS AMENDMENT dated as of the 18th day of November, 2015, 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").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 23rd, 2015 • Managed Portfolio Series

THIS AMENDMENT dated as of the 18th day of November, 2015, 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").

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT AND GUARANTEE
Operating Expenses Limitation Agreement and Guarantee • December 23rd, 2015 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT AND GUARANTEE (the “Agreement”) is made as of the 30th day of December 2015, by, between and among 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 Port Street Investments, LLC, a California limited liability company (“Port Street” or “Adviser”), and, with respect only to paragraph 3 below, Beacon Pointe Holdings, LLC, a California limited liability company and sole owner of Port Street (“Beacon Pointe” or “Guarantor”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • December 23rd, 2015 • Managed Portfolio Series

THIS AMENDMENT dated as of the 18th day of November, 2015, 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").

MANAGED PORTFOLIO SERIES FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • December 23rd, 2015 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of November 18, 2015, to the Distribution Agreement, dated as of November 13, 2013 (the "Agreement"), is by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) on behalf of its series, listed on Exhibit A attached hereto, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 23rd, 2015 • Managed Portfolio Series

THIS AMENDMENT dated as of the 18th day of November, 2015, 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 THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 23rd, 2015 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the 30th day of December, 2015, to the Investment Advisory Agreement, dated as of November 12, 2013, (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Port Street Investments, LLC, a California Limited Liability Company (“Adviser”).

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