0000894189-13-001321 Sample Contracts

THIRD AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • March 1st, 2013 • Managed Portfolio Series

THIS THIRD AMENDMENT, dated as of November 14, 2012, to the Distribution Agreement dated as of April 6, 2011, as amended October 12, 2012 and September 18, 2012, (the “Agreement”) is entered into by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) on behalf of its series, listed on Exhibit A attached hereto, and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”).

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SECOND AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • March 1st, 2013 • Managed Portfolio Series

THIS SECOND AMENDMENT, dated as of October 12, 2012, to the Distribution Agreement dated as of April 6, 2011, as amended September 18, 2012 (the “Agreement”) is by and among Managed Portfolio Series, a Delaware statutory trust (the “Trust”) on behalf of its series, Tortoise MLP & Pipeline Fund, Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”), and Tortoise Capital Advisors, L.L.C., (“the Advisor”).

TENTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • March 1st, 2013 • Managed Portfolio Series

THIS AMENDMENT dated as of the 14th day of November, 2012, 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").

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • March 1st, 2013 • Managed Portfolio Series

THIS FIRST AMENDMENT, dated as of September 18, 2012, to the Distribution Agreement dated as of April 6, 2011, (the “Agreement”) is by and among Managed Portfolio Series , a Delaware statutory trust (the “Trust”) on behalf of its series, Tortoise MLP & Pipeline Fund, Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”), and Tortoise Capital Advisors, L.L.C., (“the Advisor”).

TENTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 1st, 2013 • Managed Portfolio Series

THIS AMENDMENT dated as of the 14th day of November, 2012, 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").

TENTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 1st, 2013 • Managed Portfolio Series

THIS AMENDMENT dated as of the 14th day of November, 2012, 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").

FIRST AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 1st, 2013 • Managed Portfolio Series

THIS FIRST AMENDMENT dated as of the 12th day of November, 2012, to the Investment Advisory Agreement, dated as of May 4, 2011, (the “Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory trust (“Trust”) and Tortoise Capital Advisors, L.L.C, a Delaware limited liability company (“Adviser”).

TENTH AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 1st, 2013 • Managed Portfolio Series

THIS AMENDMENT dated as of the 14th day of November, 2012, 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").

MANAGED PORTFOLIO SERIES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • March 1st, 2013 • Managed Portfolio Series • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 1st day of February 2013, 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 (individually and collectively referred to herein as the “Fund”), and Tortoise Capital Advisors, L.L.C., a Delaware Limited Liability Company (the “Adviser”).

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