0000894189-14-001875 Sample Contracts

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • April 23rd, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 25th day of February, 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").

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FIFTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • April 23rd, 2014 • Managed Portfolio Series

THIS FIFTH AMENDMENT, dated as of February 25, 2014, to the Distribution Agreement dated as of April 6, 2011, as amended September 18, 2012, October 12, 2012, November 14, 2012 and August 21, 2013 (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”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • April 23rd, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 25th day of February, 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").

THIRD AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 23rd, 2014 • Managed Portfolio Series

THIS THIRD AMENDMENT dated as of the 25th day of February, 2014, 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”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 23rd, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 25th day of February, 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").

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • April 23rd, 2014 • Managed Portfolio Series

THIS AMENDMENT dated as of the 21st day of August, 2013, 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").

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