0000894189-12-002792 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • May 16th, 2012 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of the 16th day of February, 2012, 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”). AC ONE ASSET MANAGEMENT, 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 • May 16th, 2012 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 16th day of February 2012, by, between, and among Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and AC ONE Asset Management, LLC, a Delaware Limited Liability Company (the “Adviser” or “AC ONE”), and, with respect to Sections 1(c)(i), 1(c)(viii) and 6(i) only, AssetPlus Investment Management Corp., a California Corporation (“AssetPlus”), AssetPlus Investment Management Co. Ltd, a South Korea Corporation (AssetPlus Korea) and Chelsea Counsel Company, a California Corporation (“Chelsea”).

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • May 16th, 2012 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 16th day of February 2012, 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 AC ONE Asset Management, LLC, a Delaware Limited Liability Company (the “Adviser”).

THIRD AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Agent Servicing Agreement • May 16th, 2012 • Managed Portfolio Series

THIS THIRD AMENDMENT dated as of the 16th day of February, 2012, to the Transfer Agent Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011 and November 8, 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").

THIRD AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • May 16th, 2012 • Managed Portfolio Series

THIS THIRD AMENDMENT dated as of the 16th day of February, 2011, to the Fund Accounting Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011 and November 8, 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").

THIRD AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • May 16th, 2012 • Managed Portfolio Series

THIS THIRD AMENDMENT dated as of the 16th day of February, 2012, to the Fund Administration Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011 and November 8, 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").

THIRD AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • May 16th, 2012 • Managed Portfolio Series

THIS THIRD AMENDMENT dated as of the 16th day of February, 2012, to the Custody Agreement, dated as of April 6, 2011, as amended August 23, 2011 and November 8, 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").

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