0000894189-22-000945 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 2nd, 2022 • Managed Portfolio Series • Delaware

This AGREEMENT is made as of the 11th day of January, 2022, by and between Tortoise Capital Advisors, LLC, a Delaware limited liability company (the “Adviser”), and Ecofin Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser”), and Managed Portfolio Series, a Delaware statutory trust (the “Trust”) on behalf of the Ecofin Sustainable Water Fund (the “Fund”).

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MANAGED PORTFOLIO SERIES FIRST AMENDMENT TO THE OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • February 2nd, 2022 • Managed Portfolio Series

THIS FIRST AMENDMENT TO THE OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of the 12th day of January, 2022, 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 (each a “Fund” and together the “Funds”), and Tortoise Capital Advisors, L.L.C., a Delaware Limited Liability Company (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT
Custody Agreement • February 2nd, 2022 • Managed Portfolio Series

THIS AMENDMENT, effective as of the last date executed below, to the Custody Agreement, dated as of April 6, 2011, as amended (the "Agreement"), is entered 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 DISTRIBUTION AGREEMENT
Distribution Agreement • February 2nd, 2022 • Managed Portfolio Series

THIS AMENDMENT dated as of January 11, 2022, to the Distribution Agreement, dated as of January 31, 2018, (the “Agreement”), is entered into by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”) on behalf of the series, QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”) and TORTOISE CAPITAL ADVISORS, L.L.C., a Delaware limited liability company, (the “Adviser”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • February 2nd, 2022 • Managed Portfolio Series

THIS AMENDMENT, effective as of the last date executed below, to the Fund Administration Servicing Agreement, dated as of April 6, 2011, as amended (the "Agreement"), is entered by and between Managed Portfolio Series, a Delaware statutory trust (the "Trust") and U.S. Bancorp Fund Services, LLC (doing business as U.S. Bank Global Fund Services), a Wisconsin limited liability company (“USBFS”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • February 2nd, 2022 • Managed Portfolio Series

THIS AMENDMENT, effective as of the last date executed below, to the Transfer Agent Servicing Agreement, dated as of April 6, 2011, as amended (the "Agreement"), is entered by and between Managed Portfolio Series, a Delaware statutory trust (the "Trust") and U.S. Bancorp Fund Services, LLC (doing business as U.S. Bank Global Fund Services), a Wisconsin limited liability company (“USBFS”).

AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 2nd, 2022 • Managed Portfolio Series

THIS AMENDMENT, effective as of the last date executed below, to the Fund Accounting Servicing Agreement, dated as of April 6, 2011, as amended (the "Agreement"), is entered by and between Managed Portfolio Series, a Delaware statutory trust (the "Trust") and U.S. Bancorp Fund Services, LLC (doing business as U.S. Bank Global Fund Services), a Wisconsin limited liability company (“USBFS”).

FOURTH AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 2nd, 2022 • Managed Portfolio Series

THIS FOURTH AMENDMENT dated as of the 11th day of January, 2022, to the Investment Advisory Agreement, dated as of January 31, 2018, as amended (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 (the “Adviser”).

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