0000894189-13-006753 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 10th, 2013 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of the 13th day of November 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”). MONTAGE INVESTMENTS, 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 • December 10th, 2013 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 12th day of November 2013, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Montage Investments, LLC, a Kansas limited liability company (the “Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 10th, 2013 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 12th day of November 2013, by and between Montage Investments, LLC, a Kansas limited liability company (the “Adviser”), and Consilium Investment Management, LLC, a Florida limited liability company (the “Sub-Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 10th, 2013 • Managed Portfolio Series

THIS AMENDMENT dated as of the 13th day of November, 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
Fund Accounting Servicing Agreement • December 10th, 2013 • Managed Portfolio Series

THIS AMENDMENT dated as of the 13th day of November, 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").

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 10th, 2013 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 12th day of November 2013, 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”), Montage Investments, LLC a Kansas limited liability company (the “Adviser”) and Consilium Investment Management LLC, a Florida limited liability company (the “Sub-Adviser”) (the Adviser and Sub-Adviser hereinafter collectively referred to as “Fund Advisers”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 10th, 2013 • Managed Portfolio Series

THIS AMENDMENT dated as of the 13th day of November, 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").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • December 10th, 2013 • Managed Portfolio Series

THIS AMENDMENT dated as of the 13th day of November, 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").

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