0000894189-14-001535 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • March 28th, 2014 • 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”). PORT STREET INVESTMENT SOLUTIONS, 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 • March 28th, 2014 • 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 Port Street Investments, LLC, a California limited liability company (the “Adviser”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 28th, 2014 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 12th day of November 2013, by and between Port Street Investments, LLC, a California limited liability company (the “Adviser”), and Saratoga Research & Investment Management, a California corporation (the “Sub-Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 28th, 2014 • 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").

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT AND GUARANTEE
Operating Expenses Limitation Agreement and Guarantee • March 28th, 2014 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT AND GUARANTEE (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”), and Port Street Investments, LLC, a California limited liability company (“Port Street” or “Adviser”), and, with respect only to paragraph 3 below, Beacon Pointe Holdings, LLC, a California limited liability company and sole owner of Port Street (“Beacon Pointe” or “Guarantor”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • March 28th, 2014 • 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").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 28th, 2014 • 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").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 28th, 2014 • 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").

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