AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT dated as of the 21st day of August, 2013, 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").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the series of the Trust to add funds; and
WHEREAS, Section 13 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree to amend the Agreement and add the following series of Managed Portfolio Series:
Exhibit O, the ▇▇▇▇▇ Group Large Cap Core Growth Fund and ▇▇▇▇▇ Group Small Cap Focused Growth Fund, is hereby added and attached hereto.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| MANAGED PORTFOLIO SERIES | U.S. BANCORP FUND SERVICES, LLC |
| By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
| Printed Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
| Title: President | Title: Executive Vice President |
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Exhibit O to the Managed Portfolio Series Fund Accounting Agreement
Name of Series
▇▇▇▇▇ Group Large Cap Core Growth Fund
▇▇▇▇▇ Group Small Cap Focused Growth Fund
Fund Accounting, Fund Administration & Portfolio Compliance; Chief Compliance Officer (CCO) Services Fee Schedule at August, 2013
Annual Fee Based Upon Average Net Assets Per Fund*
[…] basis points on the first $[…] million
[…] basis points on the next $[…] million
[…] basis points on the balance
Minimum annual fee: $[…] first fund
$[…] second fund
$[…] each additional fund over the first two funds.
§ Additional fee of $[…] for each additional class
§ Additional fee of $[…] per manager/sub-advisor per fund
§ Additional fee of $[…] for a Controlled Foreign Corporation (CFC)
Services Included in Annual Fee Per Fund
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§
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Advisor Information Source – On-line access to portfolio management and compliance information.
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§
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Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.
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§
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USBFS Legal Administration (e.g., registration statement update)
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Chief Compliance Officer Annual Fees (Per Advisor Relationship/Fund)*
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§
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$[…] for the first fund (subject to Board approval)
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§
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$[…] for each additional fund (subject to change based on Board review and approval)
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§
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$[…] /sub-advisor per fund
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Out-Of-Pocket Expenses
Including but not limited to corporate action services, fair value pricing services, factor services, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, ▇▇▇▇▇/XBRL filing, retention of records, federal and state regulatory filing fees, expenses from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and CCO team travel related costs to perform due diligence reviews at advisor or sub-advisor facilities.
Additional Services
Available but not included above are the following services – additional legal administration (e.g., subsequent new fund launch), daily compliance testing (▇▇▇▇▇▇▇ River), Section 15(c) reporting, equity & fixed income attribution reporting, electronic Board book portal (BookMark), and additional services mutually agreed upon.
*Subject to annual CPI increase, Milwaukee MSA.
Fees are calculated pro rata and billed monthly.
2
Exhibit O (continued) to the Managed Portfolio Series Fund Accounting Agreement
Fund Accounting, Fund Administration & Portfolio Compliance; Chief Compliance
Officer (CCO) Services Fee Schedule at August, 2013
Pricing Services**
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§
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$[…] - Domestic Equities, Options, ADRs
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§
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$[…] - Domestic Corporate/Convertible/Gov’t/Agency Bonds, Foreign Equities, Futures, Forwards, Currency Rates, Mortgage Backed Securities
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§
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$[…] - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporate/Convertible/Gov’t/Agency
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Bonds, Asset Backed Securities, High Yield Bonds
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§
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$[…] - Bank Loans
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§
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$[…] - Credit Default Swaps
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§
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$[…] - Swaptions, Index Swaps
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§
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$[…] - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps
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Corporate Action & Manual Pricing Services
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§
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$[…] /Foreign Equity Security per Month for Corporate Action Service
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§
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$[…] /Domestic Equity Security per Month for Corporate Action Service
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§
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$[…] /Month Manual Security Pricing (>10/day)
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Fair Value Services (Charged at the Complex Level)**
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§
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$[…] on the First […] Securities
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§
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$[…] on the Balance of Securities
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NOTE: Prices above are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non- standard security type which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.
** Per security per fund per pricing day.
Fees are calculated pro rata and billed monthly.
Advisor’s Signature below acknowledges approval of the fee schedules on this Exhibit ▇.
▇▇▇▇▇ Asset Management Group, LP
By: /s/ ▇▇▇▇ ▇▇▇▇
Printed Name: ▇▇▇▇ ▇▇▇▇
Title: President Date: 11/13/13
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