0000894189-21-008975 Sample Contracts

ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • December 20th, 2021 • Managed Portfolio Series • Delaware

This Distribution Agreement (the “Agreement”) is made this 29th day of November 2021, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) having its principal place of business at 615 East Michigan Street, Milwaukee, WI 53202 and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at 111 E. Kilbourn Ave., Suite 2200, Milwaukee, WI 53202.

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 20th, 2021 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 1st day of December 2021, by and between V- Square Quantitative Management, LLC, a Delaware limited liability company (the “Adviser”), and Vident Investment Advisory, LLC, a Delaware limited liability company (the “Sub-Adviser”), and Managed Portfolio Series, a Delaware statutory trust (the “Trust”) on behalf of the V-Shares U.S. Diversity ETF (the “Fund”).

MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Managed Portfolio Series • December 20th, 2021 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 29th day of November 2021, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and V-Square Quantitative Management, LLC a Delaware limited liability company (the “Adviser”).

FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • December 20th, 2021 • Managed Portfolio Series

THIS AMENDMENT dated as of the 29th day of November, 2021, 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").

Incorporating Master Service Agreement (MSA) No. (MSA-GOV_00195268) between Subscriber and Institutional Shareholder Services Inc.
Managed Portfolio Series • December 20th, 2021

Variable Fee(s): Subscriber shall pay Provider a Variable Fee on all Subscriber Products (as defined below). The Variable Fee shall be payable quarterly in arrears and will be equal to:

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Managed Portfolio Series Custody Agreement • December 20th, 2021 • Managed Portfolio Series

THIS AMENDMENT dated as of the 29th day of November, 2021, 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").

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 20th, 2021 • Managed Portfolio Series

THIS AMENDMENT dated as of the 29th day of November, 2021, 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").

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 20th, 2021 • Managed Portfolio Series

THIS AMENDMENT dated as of the 29th day of November, 2021, 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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