0000894189-14-001705 Sample Contracts

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • April 9th, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 25th day of February, 2014, 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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AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • April 9th, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 25th day of February , 2014, 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").

MANAGED PORTFOLIO SERIES FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • April 9th, 2014 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the February 25, 2014, to the Distribution Agreement, dated as of September 1, 2012 (the "Agreement"), is by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) on behalf of its series, listed on Exhibit A attached hereto, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 9th, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 25th day of February, 2014, 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").

FIRST AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 9th, 2014 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the 25th day of February, 2014, to the Investment Advisory Agreement, dated as of September 6, 2012, (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Pension Partners, LLC, a New Jersey limited liability company (“Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • April 9th, 2014 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 1st day of January 2014, 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 Pension Partners, LLC, a New Jersey Limited Liability Company (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 9th, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 25th day of February, 2014, 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").

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