MANAGED PORTFOLIO SERIES
AMENDED AND RESTATED
OPERATING EXPENSES LIMITATION AGREEMENT
THIS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION
AGREEMENT (the “Agreement”) is made as of the 28th day of September, 2026, 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 Reinhart Partners, LLC, a Delaware limited liability company and successor to Reinhart
Partners, Inc. (the “Adviser”).
WITNESSETH:
WHEREAS, the Adviser renders advice and services to the Funds pursuant to the terms and
provisions of an Investment Advisory Agreement between the Trust and the Adviser dated as of the 23rd
day of September 2025, as amended (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 a
Fund’s current Operating Expenses to an annual rate, expressed as a percentage of each class’ respective
average annual net assets 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, 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, 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.