0000894189-11-005638 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 16th, 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”). Cove Street Capital, LLC, a Delaware 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
Managed Portfolio Series • December 16th, 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 Cove Street Capital, LLC, a Delaware limited liability company (the “Adviser”).

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MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 16th, 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 Cove Street Capital, LLC, a Delaware limited liability company (the “Adviser”).

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FIRST AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Agent Servicing Agreement • December 16th, 2011 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the 8th day of November, 2011, to the Transfer Agent Servicing Agreement, dated as of April 6, 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").

Sample 1
FIRST AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • December 16th, 2011 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the 8th day of November, 2011, to the Custody Agreement, dated as of April 6, 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").

Sample 1
FIRST AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • December 16th, 2011 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the 8th day of November, 2011, to the Fund Accounting Servicing Agreement, dated as of April 6, 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").

Sample 1
FIRST AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • December 16th, 2011 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the 8th day of November, 2011, to the Fund Administration Servicing Agreement, dated as of April 6, 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").

Sample 1
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