0000894189-14-004104 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • August 25th, 2014 • Managed Portfolio Series • Wisconsin

THIS AGREEMENT is made and entered into as of the 21st day of May, 2014, 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”). MUHLENKAMP & COMPANY, INC., a Pennsylvania corporation (the “Advisor”) is a party hereto with respect to Sections 3 F. and 6 only.

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MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • August 25th, 2014 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 21st day of May 2014, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”), on behalf of the series of the Trust listed on Appendix A, which may be amended from time to time (the “Fund”), and Muhlenkamp & Company Inc., a Pennsylvania Corporation (the “Adviser”).

MANAGED PORTFOLIO SERIES INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 25th, 2014 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 21st day of May 2014, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and Muhlenkamp & Company, Inc., a Pennsylvania Corporation (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • August 25th, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 21st day of May, 2014, to the Custody Agreement, dated as of April 6, 2011, as amended (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").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • August 25th, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 21st day of May, 2014, to the Fund Administration Servicing Agreement, dated as of April 6, 2011, as amended (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").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • August 25th, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 21st day of May, 2014, to the Fund Accounting Servicing Agreement, dated as of April 6, 2011, as amended (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").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 25th, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 21st day of May, 2014, to the Transfer Agent Servicing Agreement, dated as of April 6, 2011, as amended (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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