0000894189-12-003559 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • June 26th, 2012 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of the 23rd day of May, 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”). LAWSON KROEKER INVESTMENT MANAGEMENT INC., A Nebraska 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 • June 26th, 2012 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 23rd day of May 2012, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Lawson Kroeker Investment Management, Inc, a Nebraska Corporation (the “Adviser”).

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MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • June 26th, 2012 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 23rd day of May 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 Lawson Kroeker Investment Management, Inc., a Nebraska corporation (the “Adviser”).

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FIFTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Agent Servicing Agreement • June 26th, 2012 • Managed Portfolio Series

THIS FIFTH AMENDMENT dated as of the 23rd day of May, 2012, to the Transfer Agent Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011, February 16, 2012 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").

Sample 1
FIFTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • June 26th, 2012 • Managed Portfolio Series

THIS FIFTH AMENDMENT dated as of the 23rd day of May, 2012, to the Fund Accounting Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011, November 8, 2011 and February 16, 2012 (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
FIFTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • June 26th, 2012 • Managed Portfolio Series

THIS FIFTH AMENDMENT dated as of the 23rd day of May, 2012, to the Custody Agreement, dated as of April 6, 2011, as amended August 23, 2011, November 8, 2011 and February 16, 2012 (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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FIFTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • June 26th, 2012 • Managed Portfolio Series

THIS FIFTH AMENDMENT dated as of the 23rd day of May, 2012, to the Fund Administration Servicing Agreement, dated as of April 6, 2011, as amended August 23, 2011, November 8, 2011 and February 16, 2012 (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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