0000894189-12-005631 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • September 28th, 2012 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of the 6th day of September, 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”). GREAT LAKES CAPITAL ADVISORS, 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 28th, 2012 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 6th day of September 2012, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Great Lakes Advisors, LLC, a Delaware Limited Liability Company (the “Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 28th, 2012 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 6th day of September 2012, by and between Great Lakes Advisors, LLC, a Delaware Limited Liability Company (the “Adviser”), and Advanced Investment Partners, LLC, a Delaware Limited Liability Company (the “Sub-Adviser”).

NINTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 28th, 2012 • Managed Portfolio Series

THIS NINTH AMENDMENT dated as of the 6th day of September, 2012, to the Fund Accounting Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011, November 8, 2011, February 16, 2012 and May 23, 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
Operating Expenses Limitation Agreement • September 28th, 2012 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 6th day of September 2012, by and between 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”), and Great Lakes Advisors, LLC, a Delaware Limited Liability Company (the “Adviser”).

NINTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES
Transfer Agent Servicing Agreement • September 28th, 2012 • Managed Portfolio Series

THIS NINTH AMENDMENT dated as of the 6th day of September, 2012, to the Transfer Agent Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011, February 16, 2012, November 8, 2011 and May 23, 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”).

NINTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • September 28th, 2012 • Managed Portfolio Series

THIS NINTH AMENDMENT dated as of the 6th day of September, 2012, to the Custody Agreement, dated as of April 6, 2011, as amended August 23, 2011, November 8, 2011, February 16, 2012, and May 23, 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”).

NINTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 28th, 2012 • Managed Portfolio Series

THIS NINTH AMENDMENT dated as of the 6th day of September, 2012, to the Fund Administration Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011, November 8, 2011, February 16, 2012 and May 23, 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”).

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