0000894189-11-005583 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 12th, 2011 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of the 8th day of November, 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”). New Path Capital Advisors, a Colorado corporation (the “Advisor”) is a party hereto with respect to Section 6 only.

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MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Managed Portfolio Series • December 12th, 2011 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 8th day of November 2011, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and New Path Capital Advisors, a Colorado corporation (the “Adviser”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 12th, 2011 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 8th day of November 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 New Path Capital Advisors, a Colorado corporation (the “Adviser”).

SECOND AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • December 12th, 2011 • Managed Portfolio Series

THIS SECOND AMENDMENT dated as of the 8TH day of November, 2011, to the Custody Agreement, dated as of April 6, 2011, as amended August 23, 2011 (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").

SECOND AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Agent Servicing Agreement • December 12th, 2011 • Managed Portfolio Series

THIS SECOND AMENDMENT dated as of the 8th day of November, 2011, to the Transfer Agent Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011 (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").

SECOND AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • December 12th, 2011 • Managed Portfolio Series

THIS SECOND AMENDMENT dated as of the 8th day of November, 2011, to the Fund Administration Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011 (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").

SECOND AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • December 12th, 2011 • Managed Portfolio Series

THIS SECOND AMENDMENT dated as of the 8th day of November, 2011, to the Fund Accounting Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011 (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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