MANAGED PORTFOLIO SERIES
OPERATING EXPENSES LIMITATION AGREEMENT
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made
effective as of the 29th day of July, 2025, 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”).
WITNESSETH:
WHEREAS, the Adviser renders advice and services to each Fund pursuant to the terms and
provisions of an Investment Advisory Agreement between the Trust and the Adviser dated as of the 20th
day of August 2018 (the “Investment Advisory Agreement”); and
WHEREAS, each Fund, and each of its respective classes, is responsible for all of its operating
expenses unless expressly assumed by the Adviser; and
WHEREAS, the Adviser desires to limit each Fund’s Operating Expenses (as that term is defined
in Paragraph 2 of this Agreement) pursuant to the terms and provisions of this Agreement, and the Trust
(on behalf of the Funds) desires to allow the Adviser to implement those limits.
NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set
forth, the parties, intending to be legally bound hereby, mutually agree as follows:
1. LIMIT ON OPERATING EXPENSES. The Adviser hereby agrees to limit each class of the
Funds’ current Operating Expenses to an annual rate, expressed as a percentage of the respective average
annual net assets of each class to the amounts listed in Appendix A (the “Annual Limits”). In the event
that the annualized Operating Expenses of a class of a Fund, as accrued each day through the last calendar
day of each month, exceed its Annual Limit (“Excess Expense”), the Adviser will pay to that class of the
Fund the excess expense within fifteen (15) calendar days, or such other period as determined by the
Board of Trustees of the Trust (the “Board”), of being notified that an excess expense payment is due. In
the event that the Board of Trustees of the Trust determines that an excess expense payment due date be
other than fifteen (15) calendar days, the Trust will provide the Adviser with ten (10) calendar days
written notice prior to the implementation of such other excess expense payment due date.
2. DEFINITION. For purposes of this Agreement, the term “Operating Expenses” with respect
to each class of a Fund, is defined to include all expenses necessary or appropriate for the operation of the
Fund and each of its classes, including the Adviser’s investment advisory or management fee detailed in
the Investment Advisory Agreement, any Rule 12b-1 fees and other expenses described in the Investment
Advisory Agreement, but does not include any front-end or contingent deferred loads, taxes, leverage/
borrowing interest, interest expense, dividends paid on short sales, brokerage commissions, acquired fund
fees and expenses, expenses incurred in connection with any merger or reorganization, or extraordinary
expenses such as litigation.
3. REIMBURSEMENT OF FEES AND EXPENSES. The Adviser retains its right to receive
reimbursement of any excess expense payments paid by it pursuant to this Agreement under the same