0000894189-22-001988 Sample Contracts

MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Managed Portfolio Series • March 18th, 2022 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 23rd day of February 2022, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Kensington Asset Management, LLC, a Texas limited liability company (the “Adviser”).

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DISTRIBUTION AGREEMENT
Service Fee Agreement • March 18th, 2022 • Managed Portfolio Series • Delaware

the terms and conditions set forth in the Prospectus and any operating procedures and policies established by Distributor or the Fund (directly or through its transfer agent) from time to time. All purchase orders Dealer submits are subject to acceptance or rejection, and Distributor reserves the right to suspend or limit the sale of Shares. Dealer is not authorized to make any representations concerning Shares except such representations as are contained in the Prospectus and in such supplemental written information that the Fund or Distributor (acting on behalf of the Fund) may provide to Dealer with respect to a Fund. All orders that are accepted for the purchase of Shares shall be executed at the next determined public offering price per share (i.e., the net asset value (“NAV”) per share plus the applicable sales load, if any) and all orders for the redemption of Shares shall be executed at the next determined NAV per share and subject to any applicable redemption fee or contingent

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • March 18th, 2022 • Managed Portfolio Series • Delaware

THIS 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 Kensington Asset Management, LLC, a Texas limited liability company (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 18th, 2022 • Managed Portfolio Series

THIS AMENDMENT dated as of the last date on the signature block, 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").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • March 18th, 2022 • Managed Portfolio Series

THIS AMENDMENT dated as of the last date on the signature block, 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").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 18th, 2022 • Managed Portfolio Series

THIS AMENDMENT dated as of the last date on the signature block, 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 TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 18th, 2022 • Managed Portfolio Series

THIS AMENDMENT dated as of the last date on the signature block, 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").

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