0000894189-13-006326 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • November 19th, 2013 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of the 21st day of August, 2013, 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”). Smith Asset Management Group, LP, a limited partnership, 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 • November 19th, 2013 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 21st day of August 2013, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Smith Asset Management Group, L.P., a Delaware limited partnership (the “Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • November 19th, 2013 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 21st day of August 2013, 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 Smith Asset Management Group, L.P., a Delaware limited partnership (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 19th, 2013 • Managed Portfolio Series

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").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 19th, 2013 • Managed Portfolio Series

THIS AMENDMENT dated as of the 21st day of August, 2013, to the Transfer Agent 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").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • November 19th, 2013 • Managed Portfolio Series

THIS AMENDMENT dated as of the 21st day of August, 2013, to the Custody 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. Bank National Association, a national banking association (the "Custodian").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 19th, 2013 • Managed Portfolio Series

THIS AMENDMENT dated as of the 21st day of August, 2013, to the Fund Administration 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").

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