0000894189-11-002007 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • May 5th, 2011 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of the 6th day of April, 2011, 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”). Tortoise Capital Advisors, L.L.C, a limited liability company (the “Advisor”) is a party hereto with respect to Section 6 only.

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CUSTODY AGREEMENT
Custody Agreement • May 5th, 2011 • Managed Portfolio Series • Minnesota

THIS AGREEMENT is made and entered into as of this 6th day of April, 2011, by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 5th, 2011 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of this 6th day of April, 2011, 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”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 5th, 2011 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of this 6th day of April, 2011, 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 INVESTMENT ADVISORY AGREEMENT
Managed Portfolio Series • May 5th, 2011 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 4th day of May 2011, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Corporate Financial Solutions, Inc., an Alabama corporation (the “Adviser”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 5th, 2011 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of this 6th day of April, 2011, 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 A Delaware Statutory Trust AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST May 4, 2011
Agreement and Declaration of Trust • May 5th, 2011 • Managed Portfolio Series

WHEREAS, a Delaware statutory trust was formed on January 27, 2011 pursuant to the filing of the Certificate of Trust (as hereinafter defined) and the entering into of an Agreement and Declaration of Trust, dated as of January 25, 2011 (the “Original Trust Agreement”); and

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • May 5th, 2011 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 4th day of May 2011, 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 Nuance Investment Management, LLC, a Kansas limited liability company (the “Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • May 5th, 2011 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 4th day of May 2011, 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 Corporate Financial Solutions, Inc., an Alabama corporation (the “Adviser”).

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