0000894189-12-005297 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • September 7th, 2012 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of the 23rd day of May, 2012, by and between the MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) on behalf of its series, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). BUSHIDO CAPITAL PARTNERS LLC, a limited liability company, (the “Advisor”) is a party hereto with respect to Section 6 only.

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MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 7th, 2012 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 23rd day of May 2012, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Bushido Capital Partners LLC, a Delaware Limited Liability Company (the “Adviser”).

SIXTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • September 7th, 2012 • Managed Portfolio Series

THIS SIXTH AMENDMENT dated as of the 23rd day of May, 2012, to the Custody Agreement, dated as of April 6, 2011, as amended August 23, 2011, November 8, 2011 and February 16, 2012 (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").

SIXTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 7th, 2012 • Managed Portfolio Series

THIS SIXTH AMENDMENT dated as of the 23rd day of May, 2012, to the Fund Accounting Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011, November 8, 2011 and February 16, 2012 (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").

SIXTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 7th, 2012 • Managed Portfolio Series

THIS SIXTH AMENDMENT dated as of the 23rd day of May, 2012, to the Fund Administration Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011, November 8, 2011 and February 16, 2012 (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").

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT AND GUARANTEE
Operating Expenses Limitation Agreement • September 7th, 2012 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT AND GUARANTEE (the “Agreement”) is made as of the 23rd day of May 2012, by, between and among Managed Portfolio Series, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Schedule A, which may be amended from time to time (the “Fund”), Bushido Capital Partners LLC, a Delaware Limited Liability Company headquartered in Washington, D.C. (“Bushido” or “Adviser”), and, with respect only to paragraph 3 below, Marshfield Associates, Inc., a federally registered investment adviser organized as a corporation under the laws of Washington, D.C. and affiliated with Bushido by virtue of common ownership (“Marshfield” or “Guarantor”).

SIXTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 7th, 2012 • Managed Portfolio Series

THIS SIXTH AMENDMENT dated as of the 23rd day of May, 2012, to the Transfer Agent Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011, February 16, 2012 and November 8, 2011 (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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