SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☒ Preliminary Proxy Statement.

☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

☐ Definitive Proxy Statement.

☐ Definitive Additional Materials.

☐ Soliciting Material Pursuant to § 240.14a-12.

MANAGED PORTFOLIO SERIES

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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(1)			Title of each class of securities to which transaction applies:
(2)			Aggregate number of securities to which transaction applies:
(3)			Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)			Proposed maximum aggregate value of transaction:
(5)			Total fee paid:

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SECURITIES AND EXCHANGE COMMISSION

~~Tortoise Water Fund~~

~~Each, a~~A Series of Managed Portfolio Series

As discussed in more detail in the enclosed combined proxy statement, the current investment advisory agreement for each Fund is expected to terminate by the end of the first calendar quarter of 2018 due to a proposed change in ownership of the parent company of TIS (the “Transaction”). The proposed new investment advisory agreement for each Fund is substantially identical to its current investment advisory agreement, except for the effective dates and the termination dates, and would simply continue the relationship between each Fund, and ~~TIS. The Transaction is not expected to result in any change in portfolio management,~~Torray, LLC (“Torray” or the ~~investment objectives and policies or investment processes of the Funds. The Trust’s Board of Trustees believes that the proposal is in each Fund’s best interests.~~"Company").

The question and answer section that follows discusses the ~~proposals that shareholders approve the new investment advisory agreement and approve any adjournment of the special joint meeting of shareholders.~~proposals. The proxy statement itself provides greater detail about the proposals. The Board of Trustees recommends that you read the enclosed materials carefully and vote ~~“FOR”~~in favor of the proposals.

~~Mail:~~•Internet: Access the website shown on your proxy card and follow the online instructions. ~~Complete~~ ~~and return the enclosed proxy card.~~

~~Internet:~~ •In person: Attend the special shareholder meeting on March 17, 2021.~~Access the website shown on your proxy card and follow the online instructions.~~

·	~~Telephone (automated service):~~ ~~Call the toll-free number shown on your proxy card and follow the recorded instructions.~~

·	~~In person:~~ ~~Attend the special joint shareholder meeting on December 21, 2017.~~

~~Sincerely,~~

~~James R. Arnold~~

~~President of Managed Portfolio Series~~

Questions and Answers

Tortoise Investments, LLC (“Tortoise Investments”), the parent company of Tortoise Index Solutions, LLC (“TIS”), expects to undergo a change in control. Pursuant to an agreement with Managed Portfolio Series (the “Trust”), TIS currently serves as investment adviser to the Tortoise North American Pipeline Fund and the Tortoise Water Fund (together, the “TIS Funds”). As required by the Investment Company Act of 1940, as amended (the “1940 Act”), the current investment advisory agreements with TIS automatically terminates if TIS experiences a direct or indirect change in control. In effect, this provision requires each fund’s shareholders to vote on a new investment advisory agreement whenever the ownership of the fund’s investment adviser significantly changes. The provision is designed to ensure that shareholders have a say in determining the company or persons that manage their fund. As described in more detail in the proxy statement, Tortoise Investments recently announced the signing of a definitive agreement for a buy-out transaction (the “Transaction”) of Tortoise Investments, which will result in a change of control of TIS and a termination of the current investment advisory agreement with respect to each TIS Fund. To ensure continuation of the advisory services provided to each TIS Fund, shareholders are being asked to approve a new investment advisory agreement with respect to each TIS Fund.

A.You are receiving these proxy materials — that include the proxy statement and your proxy card— because you have the right to vote on one or more important proposals concerning the TorrayResolute Small/Mid Cap Growth Fund (the “Fund”), a series of Managed Portfolio Series (the “Trust”). Shareholders of the Fund are being asked to approve a new investment advisory agreement (the “New Advisory Agreement”) between the Trust, on behalf of the Fund, and Torray, the investment adviser to the Fund (the “Proposal”).

At a meeting of the Trust’s Board of Trustees (the “Board”) held on ~~October 17, 2017,~~January 6, 2021, the Board approved the New Advisory Agreement.

Q. Why am I being asked to approve the New Advisory Agreement?

A. Pursuant to an agreement with Trust, Torray currently serves as investment adviser to the Fund. As required by the 1940 Act, the current investment advisory agreement with Torray automatically terminates if Torray experiences a direct or indirect change in control. In effect, this provision requires the Fund’s shareholders to vote on a new investment advisory agreement whenever the ownership of the Fund’s investment adviser significantly changes. The provision is designed to ensure that shareholders have a say in determining the company or persons that manage their fund. As described in more detail below and in the proxy statement, Robert Torray, currently a control person of Torray, intends to sell a portion of his voting ownership interest in Torray back to the company, which will result in him owning less than 25% voting interest in Torray (the "Robert Torray Transaction"). Subsequently, Nicholas Haffenreffer, an owner of Torray but not currently a control person of Torray, intends to purchase additional ownership interests in Torray from the Company and thereby secure more than 25% voting interest in Torray (the "Nicholas Haffenreffer Transaction", and together with Robert Torray Transaction, the "Transactions"). Each of the Robert Torray Transaction and the Nicholas Haffenreffer Transaction will result in a change of control of Torray and the termination of the current investment advisory agreement with respect to the Fund (the “Current Advisory Agreement”). To ensure continuation of the advisory services provided to the Fund, shareholders of the Fund are being asked to approve the New Advisory Agreement.

Q. What ownership changes will result from the Transactions?

A. Pursuant to the terms of the Robert Torray Transaction, Robert Torray intends to sell a portion of his ownership interest in Torray back to Torray. Torray will then distribute these ownership interests to existing and new owners of Torray, including Nicholas Haffenreffer as part of the Nicholas Haffenreffer Transaction. Following the closing of the Transactions, Mr. Torray, currently a control person of Torray will no longer be a control person, and Nicholas Haffenreffer, currently an owner without a controlling interest in Torray, will become a control person of Torray. The Transactions will result in a change of control of Torray and a termination of the Current Advisory Agreement.

Q. How would this affect my account with the Fund?

A. The Transactions and the implementation of the New Advisory Agreement will not affect your account. You will still own the same number of shares in the Fund and the value of your investment will not change as a result of the change of control at Torray. In addition, Mr. Haffenreffer, the Fund’s portfolio manager, will continue managing the Fund without interruption. There are no material differences between the ~~Trust, on behalf~~New Advisory Agreement and the Current Advisory Agreement, except for the effective dates, as is discussed in more detail in the enclosed proxy statement. If approved by shareholders, the New Advisory Agreement would be effective upon completion of the ~~TIS Funds,~~Transactions.

Q. How will my approval of the New Advisory Agreement affect the management and ~~TIS (the “New TIS Agreement”).~~operation of the Fund?

A. The Fund’s investment strategies will not change as a result of the New Advisory Agreement. There will be no change to the Fund’s portfolio management, investment objectives, principal investment strategies or principal risks.

Q. How will the Transactions affect the fees and expenses I pay as a shareholder of the Fund?

A. The fees and expenses that you pay as a shareholder of the Fund will not increase as a result of the Transactions. The approval of the New Advisory Agreement will not result in an increase in the Fund’s investment advisory fee and the Fund will not bear any portion of the costs associated with the Transactions.

Q. Are there any material differences between the Current Advisory Agreement with Torray and the New Advisory Agreement?

A. No. There are no material differences between the Current Advisory Agreement with Torray and the New Advisory Agreement, other than their effective dates.

Q. How does the Trust’s Board of Trustees recommend that I vote?

A. After careful consideration, the Board unanimously recommends that shareholders vote FOR the Proposal.

Q. Who is eligible to vote?

A. Any person who owned shares of the Fund on the “record date,” which is January 25, 2021 (even if that person has since sold those shares), is eligible to vote on the Proposal or other proposals that relate to the Fund.

Q. Who is paying for this proxy mailing and for the other expenses and solicitation costs associated with this shareholder meeting?

A. The expenses incurred in connection with preparing the proxy statement and its enclosures and all related legal and solicitation expenses will be paid by Torray.

Q. What vote is required to approve the proposals?

A. Approval of the Proposal requires the vote of the “majority of the outstanding voting securities Under the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of the Fund entitled to vote present in person or by proxy at the special meeting of shareholders, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.

Pursuant to the terms of the Membership Interest Purchase Agreement (the “Purchase Agreement”), between a vehicle formed by Lovell Minnick Partners LLC (“Lovell Minnick”) and owned by certain private funds sponsored by Lovell Minnick and a group of institutional co-investors (the “Acquirer”) and certain members of Tortoise Investments, and subject to customary closing conditions, the Acquirer will acquire the equity interests in Tortoise Investments currently held by Montage Investments, LLC (a subsidiary of Mariner Holdings, LLC) and by certain of the original co-founders of Tortoise Investments. Selling members include Zachary Hamel, Kenneth Malvey and Terry Matlack, who will retire from the Tortoise Investments family upon the closing of the Transaction, as well as co-founder David Schulte, who left the Tortoise Investments family in 2015 and is selling his remaining stake. As part of the Transaction, ongoing management and employees are expected to meaningfully increase their ownership of Tortoise Investments. Employees will retain a significant equity interest, with many investing additional capital alongside the Acquirer. Following the closing of the Transaction, it is expected that the Acquirer will own approximately two-thirds of the equity interests in Tortoise Investments and ongoing Tortoise management and employees will own approximately one-third of the equity interests in Tortoise Investments.

Lovell Minnick is an independent private equity firm founded in 1999, specializing in financial and business services sectors. Following the closing of the Transaction, TIS will continue to provide research-driven, investible indices, exchange-traded products and thought leadership in the universe of essential assets, and provide passive management to the Funds. The Transaction is not expected to result in changes to TIS’ investment processes or portfolio management of the Funds.

The fees and expenses that you pay as a shareholder of any of the Funds will not increase as a result of the Transaction. The approval of the TIS Advisory Agreement will not result in an increase in any of the Fund’s investment advisory fee rate and the Funds will not bear any portion of the costs associated with the Transaction.

Q. How can I cast my vote?

Q.	~~How can I cast my vote?~~

A. You may vote in any of four ways:

•By telephone, with a toll-free call to the phone number indicated on the proxy card.

A.	~~You may vote in any of three ways:~~

•By internet, by accessing the website shown on your proxy card and following the online instructions.

•By mailing in your proxy card.

·	~~By telephone, with a toll-free call to the phone number indicated on the proxy card.~~

·	~~By internet,~~ ~~by a~~•In person at the meeting in Milwaukee, Wisconsin on March 17, 2021.~~ccessing the website shown on your proxy card and following the online instructions~~

·	~~By mailing in your proxy card.~~

·	~~In person at the meeting in Milwaukee, Wisconsin on December 21, 2017.~~

We encourage you to vote via telephone using the control number on your proxy card and following the simple instructions because this method results in the most efficient means of transmitting your vote and reduces the need for the Fund to conduct telephone solicitations and/or follow up mailings. If you would like to change your previous vote, you may vote again using any of the methods described above.

IMPORTANT INFORMATION FOR SHAREHOLDERS

~~Tortoise North American Pipeline~~TorrayResolute Small/Mid Cap Growth Fund

~~Tortoise Water Fund~~

~~Each, a~~A series of Managed Portfolio Series

NOTICE OF SPECIAL ~~JOINT~~ MEETING OF SHAREHOLDERS

To be held ~~December 21, 2017~~

March 17, 2021

The purpose of the Special Meeting is to consider and act upon the following ~~proposals~~proposal (the “Proposal”) and to transact such other business as may properly come before the Special Meeting or any adjournments thereof:

The Board of Trustees of the Trust unanimously recommends that you vote in favor of the ~~Proposals.~~

By Order of the Board of Trustees,

/s/ Thomas A. Bausch

Secretary of Managed Portfolio Series

~~By Order of the Board of Trustees,~~

~~/s/ Jeanine M. Bajczyk~~

~~Jeanine M. Bajczyk~~
~~Secretary of Managed Portfolio Series~~

~~Milwaukee, Wisconsin~~
~~November 6, 2017~~

IMPORTANT – WE NEED YOUR PROXY VOTE IMMEDIATELY

Shareholders are invited to attend the Special Meeting in person. Any shareholder who does not expect to attend the Special Meeting is urged to vote using the touch-tone telephone voting instructions found on the enclosed proxy card or to indicate voting instructions on the enclosed proxy card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be.

~~Tortoise Water Fund~~

~~Each,~~ a Series of Managed Portfolio Series

This proxy statement is being provided to you on behalf of the Board of Trustees (the “Board”) of Managed Portfolio Series (the “Trust”) in connection with the solicitation of proxies to be used at the special ~~joint~~ meeting of shareholders of the ~~Tortoise North American Pipeline~~TorrayResolute Small/Mid Cap Growth Fund (the ~~“Pipeline Fund”) and the Tortoise Water Fund (the “Water Fund”) (together, the “TIS Funds”~~“Fund”) to be held on ~~December 21, 2017~~March 17, 2021 (the “Special Meeting”). The purpose of the Special Meeting is to seek shareholder approval of (i) a new investment advisory agreement between the Trust, on behalf of the ~~TIS Funds,~~Fund, and ~~Tortoise Index Solutions,~~Torray, LLC (“~~TIS”~~Torray”); and (ii) to transact such other business as may be properly brought before the Special Meeting.

Shareholders of record at the close of business on the record date, established as ~~October 17, 2017~~January 25, 2021 (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting. We anticipate that the Notice of Special Meeting of Shareholders, this proxy statement and the proxy card (collectively, the “proxy materials”) will be mailed to shareholders beginning on or about ~~November 6, 2017.~~

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on ~~December 21, 2017:~~
March 17, 2021:

The Notice of Meeting, Proxy Statement and Proxy ~~Statement~~
Card

are available at ~~proxyonline.com/docs/2017etf.pdf~~[...]

For a free copy of the Fund’s annual report for the fiscal year ended ~~November 30, 2016 for the Pipeline Fund,~~December 31, 2020, or the most recent semi-annual report, ~~for the TIS Funds,~~ please contact the Trust at ~~1-855-822-3863~~1- 844-406-4960 or write to the ~~Funds,~~Fund, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.

DESCRIPTION OF THE PROPOSAL

APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT

Torray serves as investment adviser to ~~undergo~~the Fund. The consummation of the Transactions will result in a change of ~~control. On October 18, 2017, Tortoise Investments announced~~control of Torray. Under the ~~signing~~Investment Company Act of ~~a definitive agreement for a buy-out of Tortoise Investments. Pursuant to~~1940, as amended (the “1940 Act”), and the terms of the ~~Membership Interest Purchase Agreement (the “Purchase Agreement”)~~investment advisory agreement between a vehicle formed by Lovell Minnick Partners LLC (“Lovell Minnick”) and owned by certain private funds sponsored by Lovell Minnick and a group of institutional co-investors (the “Acquirer”) and certain members of Tortoise Investments, and subject to certain customary closing conditions, the ~~Acquirer will acquire the equity interests in Tortoise Investments currently held by Montage Investments, LLC (a subsidiary of Mariner Holdings, LLC) and the equity interests currently held by certain~~Trust, on behalf of the ~~original founders~~Fund, and Torray, the Transactions constitute an agreement of the ~~firm. Selling members include Messrs. Zachary Hamel, Kenneth Malvey and Terry Matlack, each of whom will retire from the Tortoise Investments family upon the closing~~current investment advisory agreement (the “Current Advisory Agreement”), resulting in its termination. Therefore, it is necessary for shareholders of the ~~Transaction. Mr. David Schulte, another co-founder~~Fund to approve a new investment advisory agreement for the Fund (the “New Advisory Agreement”). The Transactions will not close unless and until shareholders of the ~~firm who left~~Fund approve the ~~Tortoise Investments family in 2015, will also sell his remaining equity interests in Tortoise Investments as part~~New Advisory Agreement and shareholders of the ~~Transaction. As part of the Transaction, ongoing management and employees are expected~~Torray Fund, another investment company for which Torray serves as investment adviser, approve a new investment advisory agreement with respect to meaningfully increase their ownership of Tortoise Investments. Employees will retain a significant equity interest, with many investing additional capital alongside the Acquirer. Following the closing of the Transaction, it is expected that the Acquirer will own approximately two-thirds of the equity interests in Tortoise Investments and ongoing Tortoise Investments family management and employees will own approximately one-third of the equity interests in Tortoise Investments. Lovell Minnick is an independent private equity firm founded in 1999, specializing in financial and business services sectors.

If the Proposal 1 is approved by shareholders of ~~each TIS~~the Fund, ~~TIS~~Torray will serve as the investment adviser to the ~~TIS Funds~~Fund for an initial two-year period from the effective date of the ~~new investment advisory agreement (the “New TIS Agreement”).~~New Advisory Agreement. The change of control of ~~TIS will~~Torray is not expected to have any material impact on ~~TIS’~~Torray’s business or operations or the day-to-day portfolio management of the Fund.

Information About the Fund

The ~~form~~Fund is a series of the ~~New TIS Agreement~~Trust. The Trust is ~~attached~~an open-end management investment company organized as ~~Exhibit A. The terms~~a Delaware statutory trust. Quasar Distributors, LLC (“Quasar”) is the distributor of the ~~New TIS Agreement are substantially~~Fund’s shares. Quasar is located at 111 East Kilbourn Avenue, Suite 1250, Milwaukee, Wisconsin 53202. The Fund’s administrator is U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Avenue, Milwaukee, Wisconsin, 53202.

Information About Torray

Torray is an investment adviser registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended. As of September 30, 2020, Torray managed approximately $586 million of client assets. Torray is located at 7501 Wisconsin Avenue, Suite 750W, Bethesda, Maryland 20814. Torray provides investment management and advisory services to investment companies, individuals, high net worth individuals, charitable organizations and companies. Torray is currently controlled by Robert Torray.

The following table sets forth the name, position and principal occupation of each current principal officer of Torray, each of whom can be contacted through Torray’s principal office location.


Name			Position/Principal Occupation
Janet M. Gallagher			Director of Investment Operations
Nicholas C. Haffenreffer			Chief Investment Officer
Shawn M. Hendon			President
Suzanne E. Kellogg			Chief Compliance Officer
William M. Lane			Executive Vice President
Robert E. Torray			Chairman

Torray does not serve as investment adviser to any other investment companies with an investment objective similar to the ~~terms~~Fund.

Impact of the ~~current investment advisory agreement (the “Current TIS Agreement”) with respect to services provided by TIS and~~Transactions on the ~~advisory fee is identical. The material terms~~Fund’s Investment Advisory Agreement

Shareholders of the Fund are being asked to approve the New ~~TIS~~Advisory Agreement. The consummation of the Transactions will constitute an “assignment” (as defined in the 1940 Act) of the Current Advisory Agreement. As required by the 1940 Act, the Current Advisory Agreement provides for its automatic termination in the event of its assignment. Accordingly, the Current Advisory Agreement will remain in effect until shareholders approve the New Advisory Agreement and the Transactions are consummated, at which time the Current ~~TIS~~Advisory Agreement ~~are compared below in “Terms~~will terminate and the New Advisory Agreement will go into effect.

If the shareholders of the ~~Current and~~Fund do not approve the New ~~TIS Agreements.”~~

Advisory Agreement, the Board will consider other alternatives to the New Advisory Agreement. The Board will take such action as it deems in the best interests of shareholders of the Fund.

Section 15(f) the 1940 Act

The Board has been advised that the ~~Transaction has been~~Transactions will be structured in compliance with the safe harbor provisions of Section 15(f) of the 1940 ~~Act.~~Act in that Torray has agreed that, following the closing of the Transactions, it will use reasonable best efforts to enable the requirements of Section 15(f) to be met. Section 15(f) provides a non-exclusive safe harbor whereby an owner of an investment adviser to an investment company (such as the ~~Funds)~~Fund) may receive payment or benefit in connection with the sale of an interest in the investment adviser if two conditions are satisfied.

The first condition specifies that no “unfair burden” may be imposed on the investment company as a result of ~~the~~a transaction relating to the change of control, or any express or implied terms, conditions or understandings. An “unfair burden” includes: any arrangement during the two-year period after the sale of the interest in the investment adviser where the investment adviser (or predecessor or successor adviser), or any of its “interested persons” (as defined in the 1940 Act), receive or is entitled to receive any compensation, directly or indirectly, (i) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company), or (ii) from the investment company or its shareholders (other than fees for bona fide investment advisory or other services). ~~Acquirer~~In addition, in connection with the Transactions, Torray has contractually agreed to enter into a new expense limitation agreement with the Trust, on behalf of the Fund (the “New Expense Limitation Agreement”) which will require Torray to waive its management fees and reimburse expenses of the Fund to the extent necessary to ensure that ~~following~~the Fund’s total annual operating expenses (excluding Rule 12b-1 fees, shareholder servicing plan fees, interest expense, dividends paid on short sales leverage/borrowing interest, taxes, brokerage commissions, acquired fund fees and expenses and extraordinary expenses) do not exceed 1.00% of the Fund’s average daily net assets, through at least April 30, 2026.

The terms of the New Expense Limitation Agreement are identical to the terms of the existing expense limitation agreement between Torray and the Trust, on behalf of the Fund (the “Current Expense Limitation Agreement”) . Subsequent to the closing of the ~~Transaction, it~~Transactions, Torray will ~~use reasonable best efforts~~be permitted to ~~enable~~seek recoupment of any management fees previously waived or expenses previously reimbursed under the ~~requirements~~Current Expense Limitation Agreement for a period of thirty-six months following the end of the month in which the fees were waived or expenses reimbursed, subject to the expense limitation in place at the time of reimbursement and the expense limitation in place at the time of recoupment. Based on information provided to the Board, the Board anticipates that no “unfair burden” will be imposed upon the Fund for the relevant two-year period.

The second condition of Section 15(f) ~~of the 1940 Act to be met. The second condition~~ specifies that, during the three-year period immediately following consummation of the ~~transaction,~~Transactions, at least 75% of a fund’s board of trustees must not be ~~independent trustees.~~interested persons of Torray or the Trust as defined in Section 2(a)(19) of the 1940 Act. Currently, the Board meets this 75% requirement and ~~it is anticipated~~the Board anticipates that it will continue to meet this requirement for the required three-year period.

~~DESCRIPTION OF PROPOSAL 1~~
~~APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT~~

~~Information About the TIS Funds~~

Each TIS Fund is a series of the Trust. The Trust is an open-end management investment company organized as a Delaware statutory trust. TIS serves as each Fund’s investment adviser. TIS’ principal office is located at 11550 Ash Street, Suite 300, Leawood, Kansas 66211-7811. Quasar Distributors, LLC (“Quasar”) is the distributor of the TIS Funds’ shares. Quasar is located at 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. The Funds’ administrator is U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Avenue, Milwaukee, Wisconsin, 53202.

~~Information About TIS~~

TIS is a registered investment adviser with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended. As of September 30, 2017, TIS managed approximately $68.6 million of client assets. TIS serves as the investment adviser only to the TIS Funds. TIS is wholly-owned by Tortoise Investments. Tortoise Investments shares an address with TIS. Mariner indirectly owns a majority of Tortoise Investments with the remaining interests in Tortoise Investments owned by founders and employees of TIS, or an affiliate of TIS. Mariner, a global provider of financial services, is located at 5700 West 112th Street, Overland Park, Kansas 66211. Mariner is controlled by the Bicknell Family Holding Company, LLC.

~~The following table sets forth the name, position and principal occupation of each current principal officer of TIS, each of whom can be located through TIS’ principal office location.~~

~~Name~~	~~Position/Principal Occupation~~
~~Connie Savage~~	~~Chief Operating Officer~~
~~Diane M. Bono~~	~~Chief Compliance Officer~~
~~Jeremy M. Goff~~	~~Director~~
~~P. Bradley Adams~~	~~Director~~
~~Michelle R. Kelly~~	~~Director~~
~~Zachary A. Hamel~~	~~Director~~
~~H. Kevin Birzer~~	~~Director~~

~~TIS does not serve as investment adviser to any other funds with an investment objective similar to the TIS Funds.~~

~~Impact of the Transaction on the Fund’s Investment Advisory Agreement~~

Shareholders of each TIS Fund are being asked to approve the New TIS Agreement. The consummation of the Transaction will constitute an “assignment” (as defined in the 1940 Act) of the Current TIS Agreement. As required by the 1940 Act, the Current TIS Agreement provides for its automatic termination in the event of its assignment. Accordingly, the Current TIS Agreement will terminate upon the consummation of the Transaction.

If the shareholders of the Fund do not approve the New TIS Agreement, the Board will consider other alternatives to the New TIS Agreement including the identification of a new investment adviser, or the possible liquidation of the TIS Funds. The Board will take such action as it deems in the best interests of shareholders of the TIS Funds.

Terms of the ~~Current~~Prior and New ~~TIS~~Advisory Agreements

A copy of the New ~~TIS~~Advisory Agreement is attached as Exhibit A. The following description is only a summary; however, ~~the~~all material terms of the New ~~TIS~~Advisory Agreement have been included in this summary. You should refer to Exhibit A for the New ~~TIS~~Advisory Agreement, and the description set forth in this proxy statement of the New ~~TIS~~Advisory Agreement is qualified in its entirety by reference to Exhibit A. ~~The~~There are no differences between the terms of the New ~~TIS~~Advisory Agreement ~~are substantially similar to the terms of~~and the Current ~~TIS~~Advisory Agreement with respect to services provided by ~~TIS~~Torray and the Agreements are identical with respect to the advisory fees.

The Current ~~TIS~~Advisory Agreement with Torray was most recently approved by the Board with respect to the Fund on February 17-18, 2020. The Current Advisory Agreement was approved by shareholders of the Fund on November ~~16,~~14, 2016. ~~The initial shareholder~~For the fiscal year ended April 30, 2020, Torray did not receive any advisory fees after application of the ~~Water Fund approved the~~ Current ~~TIS Agreement on January 31, 2017. Shareholders of the North American Pipeline Fund approved the Current TIS Agreement at a special meeting of shareholders on March 14, 2017.~~

Expense Limitation Agreement:

Advisory Services. Both the New ~~TIS~~Advisory Agreement and the Current ~~TIS~~Advisory Agreement state that, subject to the supervision and direction of the Board, ~~TIS~~Torray will provide for the overall management of the ~~TIS Funds including, with respect to each TIS Fund:~~Fund including: (i) ~~acting as investment adviser for and supervising and managing~~continuously investing the ~~investment and reinvestment~~assets of the ~~Fund’s assets~~Fund in a manner consistent with the prospectus, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Trust and ~~in connection therewith, have complete discretion in purchasing and selling~~Torray; (ii) determining the securities ~~and other assets for~~to be purchased, sold or otherwise disposed of by the Fund and inthe timing of such purchases, sales and dispositions; (iii) voting ~~exercising consents~~all proxies for securities and exercising all other voting rights ~~appertaining~~with respect to such securities in accordance with Torray’s written proxy voting policies and ~~other assets on behalf~~procedures; (iv) maintaining the books and records required to be maintained by the Fund except to the extent arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; ~~(ii) supervising~~(v) issuing settlement instructions to custodians designated by the ~~investment program of~~Trust and (vi) furnishing to the ~~Fund~~Trust such information, evaluations, analyses and opinions formulated or obtained by Torray in the ~~composition~~discharge of its investment portfolio; (iii) arranging, subject to the contractual covenant provisions, for the purchase and sale of securities and other assets held in the investment portfolio of the Fund; (iv) keeping the Trust fully informed with regard to the Fund’s investment performance; and (v) furnishing the Trust with such other documents and informationduties, as the Trust may, from time to time, reasonably ~~request.~~ request, including at least one in-person appearance annually before the Board.

Management Fee. Both the New ~~TIS~~Advisory Agreement and Current ~~TIS~~Advisory Agreement contain identical fee structures. Both agreements provide that ~~TIS~~Torray shall receive an investment advisory fee from the Fund equal to 0.40% of the average daily net assets of each TIS Fund. The Water Fund has not yet been in operation for a full fiscal year. For the fiscal periods ended November 30, 2015 and for the period from December 31, 2015 to May 17, 2016, the Pipeline Fund paid TIS a fee of 0.70%0.80% of the average daily net assets of the ~~Pipeline Fund and for the remainder of the fiscal period ending November 30, 2016, TIS received an advisory fee equal to 0.40% of the average daily net assets of the Pipeline~~ Fund.

Duration and Termination. Both the New ~~TIS~~Advisory Agreement and the Current ~~TIS~~Advisory Agreement provide that they will become effective upon the latter of approval by a majority of the Trustees who are not interested persons of the Trust as defined in the 1940 Act (“Independent Trustees”) and, if required, by a vote of the

majority of the outstanding voting securities of ~~each TIS~~the Fund. Both agreements provide that they shall remain in effect for ~~each TIS~~the Fund for two years from the effective date and thereafter for successive periods of one year, subject to annual Board approval as required by the 1940 Act. Both the New ~~TIS~~Advisory Agreement and the Current ~~TIS~~Advisory Agreement provide for the termination of the agreement with respect to the Fund at any time (i) by the vote of the majority of the Board or by the vote of a majority of the outstanding securities of the Fund on at least 60 days’ written notice to ~~TIS;~~Torray; or (ii) by ~~TIS~~Torray on not less than 60 days’ written notice to the Fund.

Payment of Expenses. Under both the New ~~TIS~~Advisory Agreement and the Current ~~TIS~~Advisory Agreement, ~~TIS~~Torray is responsible for ~~paying all~~providing the personnel, office space and equipment reasonably necessary for the operation of the Fund, the expenses of ~~each TIS Fund, except for (i) brokerage expenses~~printing and other fees, charges, taxes, levies or expenses (such as stamp taxes) incurred in connection with the execution of portfolio transactions or in connection with creation and redemption transactions (including without limitation any fees, charges, taxes, levies or expenses related to the purchase or sale of an amount of any currency, or the patriation or repatriation of any security or other asset, related to the execution of portfolio transactions or any creation or redemption transactions); (ii) legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith; (iii) extraordinary expenses (in each case as determined by a majoritydistributing copies of the ~~independent trustees); (iv) distribution fees~~Fund’s prospectus, statement of additional information, and sales and advertising materials to prospective investors (to the extent such expenses ~~paid~~are not covered by ~~the Fund under~~ any ~~distribution~~applicable plan adopted pursuant to Rule 12b-1 under the 1940 ~~Act; (v) interest and taxes~~Act), the costs of any ~~kind~~special Board meetings or ~~nature (including, but not limited~~shareholder meetings convened for the primary benefit of Torray, and any costs of liquidating or reorganizing the Fund. Torray also shall continue to ~~income, excise, transfer and withholding taxes); (vi)~~be responsible on a monthly basis for any ~~fees and~~operating expenses that exceed the agreed upon expense ~~related~~limit, subject to the ~~provision~~terms of ~~securities lending services; and (vii) the advisory fee payable~~such agreement.

The Fund is responsible for all of its own expenses, except for those specifically assigned to ~~TIS hereunder. The internal expenses of pooled investment vehicles in which a Fund may invest (acquired fund fees and expenses) are not expenses of a Fund and are not paid by TIS.~~

~~Brokerage.~~ ~~Both~~Torray under the New ~~TIS~~Advisory Agreement and the Current ~~TIS~~Advisory Agreement. The Fund will be responsible for the same expenses under the New Advisory Agreement as it is under the Current Advisory Agreement which include but are not limited to: fees and expenses incurred in connection with the issuance, registration and transfer of its shares; brokerage and commission expenses; all fees and expenses related to Fund custody, shareholder services and Fund accounting; interest charges on any borrowings; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books; insurance premiums on property or personnel of the Fund which inure to its benefit; the cost of preparing and printing regulatory documents and other communications for distribution to existing shareholders; legal, auditing and accounting fees; fees and expenses (including legal fees) of registering and maintaining registration of its shares for sale; all expenses of maintaining and servicing shareholder accounts, and all other charges and costs of its operation plus any extraordinary and non-recurring expenses.

Brokerage. Both the New Advisory Agreement and the Current Advisory Agreement provide that ~~TIS~~Torray shall be responsible for decisions to buy and sell securities for ~~each TIS~~the Fund, for broker-dealer selection and for negotiation of brokerage commission rates, provided that ~~TIS~~Torray shall not direct orders to an affiliated person of ~~TIS~~Torray without general prior authorization to use such affiliated broker or dealer from the Board. ~~TIS’~~Torray’s primary consideration in effecting a securities transaction will be to seek best execution. In selecting a broker-dealer to execute each particular transaction, ~~TIS~~Torray may take the following into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The price to ~~a TIS~~the Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered.

Limitation on Liability and Indemnification. Both the New ~~TIS~~Advisory Agreement and the Current ~~TIS~~Advisory Agreement provide that, in the absence of willful misfeasance, bad faith, negligence, or reckless disregard of the duties ~~or obligations~~ imposed on ~~TIS~~Torray by the agreement, ~~TIS~~Torray will not be subject to liability to the Trust aor the Fund ~~or a Fund’s shareholders~~ for any ~~action~~act or ~~inaction~~omission in the course of, ~~TIS.~~or connected with, rendering services under the agreement or for any losses sustained in the purchase, holding or sale of any security of the Fund.

Board Approval and Recommendation

The Board approved the New ~~TIS~~Advisory Agreement at a meeting held on ~~October 17, 2017.~~January 6, 2021 (the “January Meeting”). Prior to the ~~meeting,~~January Meeting, the Board received and considered information from ~~TIS~~Torray and the Trust’s administrator designed to provide the Board with the information necessary to evaluate the approval of the New ~~TIS~~Advisory Agreement (“Support Materials”). In addition, at the January Meeting, representatives of Torray met with the Board telephonically to discuss the Transactions. Before voting to approve the New ~~TIS~~Advisory Agreement, the Board reviewed the Support Materials with Trust management and with counsel to the Independent Trustees, and received a memorandum from such counsel discussing the legal standards for the Board’s consideration of the New ~~TIS~~Advisory Agreement. ~~The~~In approving the New Advisory Agreement, the Board considered substantially the ~~discussions~~same factors as it ~~had with representatives~~considered in approving the continuation of ~~Tortoise Investments and Lovell Minnick during~~ the ~~October 17, 2017 Board meeting. The Board also considered~~Current Advisory Agreement, which was completed at the ~~extent~~Board’s meeting on February 17-18, 2020, in addition to ~~which~~new information regarding the ~~Funds might benefit from TIS’ relationship with Lovell Minnick.~~Transactions. This information formed the primary basis for the Board’s determinations.

In ~~reaching its decision~~determining whether to approve the New ~~TIS~~Advisory Agreement, the ~~Board, with the assistance of the Trust’s legal counsel,~~Trustees considered ~~their legal responsibilities with regard to~~ all factors ~~deemed to be~~they believed relevant, ~~to the TIS Funds,~~ including ~~but not limited to~~ the following with respect to ~~each TIS Fund :~~the Fund: (1) the nature, extent, and quality of the services to be provided by Torray with respect to the ~~Fund by TIS;~~Fund; (2) the ~~fact that the same portfolio manager who has been responsible for the day-to-day investment management of the Fund will continue managing the Fund~~Fund’s historical performance as managed by Torray under the ~~New TIS~~Current Advisory Agreement; (3) the ~~fact that~~costs of the ~~Transaction is not expected~~services to ~~affect~~be provided by Torray and the ~~manner in which investment advisory~~profits to be realized by Torray from services ~~are provided~~rendered to the Fund; (4) comparative fee and expense data for the ~~fact that the fee structure under the New TIS Agreement would be identical to the fee structure under the Current TIS Agreement;~~Fund and other investment companies with similar investment objectives; (5) the ~~fact that~~extent to which economies of scale may be realized as the Fund grows, and whether the advisory ~~services under~~fee for the ~~New TIS Agreement and~~Fund reflects such economies of scale for the ~~Current TIS Agreement are substantially similar;~~Fund’s benefit; and (6) other ~~factors deemed relevant.~~benefits to Torray resulting from its relationship with the Fund. In their deliberations, the Trustees weighed to varying degrees the importance of the information provided to them, and did not identify any particular information that was all-important or controlling.

In approving the New ~~TIS~~Advisory Agreement, the Board considered the following factors and made the following ~~conclusions:~~conclusions with respect to the Fund:

Nature, Extent and Quality of Services Provided to the Fund. The Trustees considered the scope of services that ~~TIS will~~Torray would provide under the New ~~TIS~~Advisory Agreement with respect to the ~~Pipeline Fund and Water~~ Fund, noting that such services include, but are not limited to, the following: (1) investing the ~~Pipeline Fund’s and Water~~ Fund’s assets consistent with the ~~Funds’~~Fund’s investment ~~objectives~~objective and investment policies; (2) determining for the Fund the portfolio securities to be purchased, sold, or otherwise disposed of, and the timing of such transactions; (3) voting all proxies with respect to the ~~Pipeline Fund’s and Water~~ Fund’s portfolio securities; (4) maintaining the required books and records for transactions that Torray effected ~~by TIS~~ on behalf of the ~~Pipeline Fund and Water~~ Fund; ~~and~~ (5) selecting broker-dealers to execute orders on behalf of the ~~Pipeline Fund~~Fund; and ~~Water Fund.~~(6) monitoring and maintaining the Fund’s compliance with policies and procedures of the Trust and with applicable securities laws. The Trustees noted that while TIS has a limited operating history it is affiliated with and has a shared services agreement with Tortoise Capital Advisors, L.L.C. (“TCA”). Under this agreement, TCA provides support services to TIS, including, among others, providing full compliance services to TIS. The Trustees also considered ~~TIS’~~Torray’s assets under management and its capitalization and reviewed Torray’s most recently audited financial statements. In that regard, the ~~assets under~~Trustees determined that Torray had sufficient resources to support the portfolio management ~~of all~~team in its implementation of the investment advisers in the Tortoise Investments, LLC family of advisers. The Trustees noted that TIS created and is responsible for maintaining and applying the rules-based methodology of the underlying indices that the Pipeline Fund and Water Fund track as theirFund's principal investment strategies. The Trustees ~~also noted that TIS managed the Pipeline Fund as a series of Montage Managers Trust from June 2015 until March 21, 2017. The Trustees also~~ considered the ~~experience~~investment philosophy of the ~~portfolio manager that TIS would utilize in managing the Pipeline Fund’s and Water Fund’s assets and that the portfolio manager had been the Pipeline~~ Fund’s portfolio manager ~~since inception.~~and his investment analysis and portfolio management experience. The Board noted that the Fund’s portfolio manager has over 30 years of investment management experience and is supported by a team of three analysts. The Board considered that Torray did not expect the Transactions to materially impact the nature, extent or quality of the services currently provided by Torray to the Fund, or the personnel that provide those services. The Trustees concluded that they were satisfied with the nature, extent and quality of services that ~~TIS proposes to~~Torray would provide to the ~~Pipeline Fund and Water~~ Fund under the New ~~TIS~~Advisory Agreement.

Investment Performance of the Fund. In assessing the quality of the portfolio management to be delivered by ~~TIS,~~Torray, the Trustees reviewed the short-term and longer-term performance of ~~each~~the Fund on both an absolute

basis and in comparison to an appropriate securities benchmark ~~indices, and each~~index, the Fund’s respective peer funds according to Morningstar ~~classifications.~~classifications, and the Fund’s composite of separate accounts that Torray manages utilizing investment strategies similar to those of the Fund. When reviewing ~~each~~the Fund’s performance against its respective Morningstar peer group, ~~universe,~~ the Trustees took into account that the investment objective and strategies of ~~each~~the Fund, as well as the Fund’s level of risk tolerance, may differ significantly from funds in its ~~respective~~ peer group.

~~Tortoise North American Pipeline Fund.~~ The Trustees noted the Fund’s performance significantly exceeded the median and average of the Fund’s Morningstar peer group for-the year-to-date and one-year periods ended September 30, 2017. The Trustees also considered that the Fund slightly underperformed the Tortoise North American Pipeline Index, which the Fund has an investment objective of tracking, and its benchmark S&P 500 Index benchmarks during the year-to-date and one-year periods ended September 30, 2017. The Trustees considered the broad-based S&P 500 Index does not resemble the Fund’s investment strategies and portfolio holdings. The Trustees also observed that TIS does not manage a composite of accounts with strategies similar to those of the Fund.

~~Tortoise Water Fund.~~ The Trustees observed that the Fund had commenced operations on February 14, 2017 and therefore had a limited track record of performance. The Trustees noted that the Fund had positive absolute returns for the three-month period and since inception periods ended September 30, 2017, which exceeded the returns of its benchmark, the S&P 500 Index. The Trustees also considered that the Fund slightly underperformed the Tortoise Water Index, which the Fund has an investment objective of tracking.

The Trustees noted that the Fund had outperformed its peer group median over the year-to-date and one-year periods ending October 31, 2020, but had underperformed the peer group median over the three-year and five-year periods ended October 31, 2020. The Board also noted that the Fund had underperformed its benchmark index across all reviewed periods ended October 31, 2020 but had achieved positive absolute returns across all periods. The Trustees also considered that the Fund’s performance had been consistent with the composite of separately managed accounts managed by Torray.

Advisory Fee. The ~~Board reviewed~~Trustees considered a comparative analysis of the contractual expenses proposed to be borne by the Fund and considered the advisory fee payable by each TIS Fund to TIS under the New TIS Agreement. The Board compared each TIS Fund’s contractual advisory fee and total expense ratio to industry data with respect to other mutualthose of funds in the same Morningstar peer group. The ~~Board~~Trustees noted the Fund’s proposed advisory fee was higher than the peer group median and average. The Trustees also took into account that ~~each~~the proposed advisory fees borne by the Fund ~~operates under a unitary fee structure whereby many~~was within the range borne by funds in the peer group. The Trustees then considered that the proposed total expenses of the ~~Funds' ordinary operating~~Institutional Class of the Fund (after waivers and expense reimbursements) was above the peer group median but below the average, but that the proposed total expenses ~~are paid by TIS out~~ of ~~its~~the Investor Class of the Fund (after waivers and expense reimbursements) were above the peer group median and average. They also considered that when the peer group was limited to comparably-sized funds, the Fund’s proposed advisory fee ~~rather than paid directly by~~was above the ~~Funds. The Board further noted~~peer group median and below the average. While recognizing that ~~both~~it is difficult to compare advisory fees since the ~~Pipeline Fund and~~scope of advisory services provided may vary from one investment adviser to another, the ~~Water Fund had total expense ratios~~Trustees concluded that ~~were lower than the average and median fees of their respective peer groups.~~

Torray’s proposed advisory fee is reasonable.

Costs and Profitability. The Trustees considered the proposed annual advisory ~~fees~~fee that ~~each TIS~~the Fund ~~would~~will pay to ~~TIS~~Torray under the New ~~TIS~~Advisory Agreement, as well as ~~TIS’~~Torray’s profitability from services that ~~TIS and its affiliates~~Torray rendered to the ~~TIS Funds during the period ended June 30, 2017~~Fund under the Current ~~TCS~~Advisory Agreement ~~noting~~during the 12 month period ended September 30, 2020. The Trustees also considered the anticipated effect of the New Expense Limitation Agreement on Torray’s compensation and that Torray has contractually agreed to reduce its advisory fees and, if necessary, reimburse the Fund for operating expenses, as specified in the Fund’s prospectus. The Trustees also considered the management ~~fee is~~fees Torray charges to separately managed accounts with investment strategies similar to those of the ~~same in each agreement.~~Fund. They observed that Torray charges management fees that range above and below the management fees charged to the Fund, depending on assets under management. The Trustees also took into account, however, that Torray has additional responsibilities with respect to the Fund, including additional compliance obligations and the preparation of Board and shareholder materials. The Trustees concluded that ~~TIS’~~Torray’s service relationship with ~~each TIS~~the Fund is not currently profitable under the Current Advisory Agreement and was not anticipated to be immediately profitable under the New Advisory Agreement. In that regard, the Trustees determined that Torray has ~~not been profitable.~~adequate resources to support the portfolio management of the Fund and plans to grow assets in the Fund which may lead to the relationship being profitable for Torray. The Trustees also agreed to continue to review the Fund’s profitability as part of its annual review of the investment advisory contract with Torray.

Economies of Scale and Fee Levels Reflecting Those Economies. The Trustees then considered whether the ~~TIS Funds would~~Fund may benefit from any economies of scale, ~~and noted~~noting that the ~~proposed~~ investment advisory ~~fee~~fees for the ~~TIS Funds~~Fund in the New Advisory Agreement does not contain breakpoints. The Trustees additionally took into account the fact that ~~the unitary fee structure for both the Pipeline Fund and the Water Fund was among the lowest in each Fund’s respective peer universe. The Trustees determined that TIS is likely~~Torray had expressed a willingness to ~~realize economies of scale in managing the Pipeline Fund and Water Fund~~consider breakpoints as assets grow in size. The Board further determined that, based on the amount and structure of the Fund’s unitary fee, such economies of scale will be shared with Pipeline Fund and Water Fund shareholders, although the Board intends to monitor fees as the Funds grow in size and assess whether fee breakpoints may be warranted. The Trustees concluded that it is not necessary to consider the implementation of fee breakpoints at this time, but committed to revisit this issue in the ~~future as circumstances change and asset levels increase.~~

Fund grow but had reservations about adopting breakpoints for the Fund because of concerns about potential capacity constraints associated with the strategy.

Other Benefits to ~~TIS.~~Torray. The Trustees considered the direct and indirect ~~financial~~ benefits that could be realized by ~~TIS and its affiliates~~Torray from ~~TIS’~~Torray’s relationship with the ~~TIS Funds.~~Fund. The Trustees ~~noted that TIS does not intend~~considered the extent to ~~use~~which Torray utilizes soft dollar arrangements with respect to ~~either the Pipeline Fund or Water Fund. The Trustees also noted~~portfolio transactions, and that ~~neither Fund intends to utilize~~Torray does not use affiliated brokers to execute ~~Fund~~the Fund’s portfolio transactions. The Trustees considered that ~~TIS~~Torray may receive some form of reputational benefit from services rendered to the ~~Pipeline Fund and Water~~ Fund, but that such benefits are immaterial and cannot otherwise be quantified. The Trustees concluded that ~~TIS will~~Torray does not receive additional material benefits from ~~services rendered to~~its relationship with the ~~Pipeline~~ Fund ~~and Water Fund~~.

For the reasons set forth above, the Board unanimously recommends that shareholders of the Fund vote ~~“FOR” the New TIS Agreement with TIS.~~

~~DESCRIPTION OF PROPOSAL 2~~
~~APPROVAL OF ADJOURNMENTS OF THE SPECIAL MEETING~~

~~The purpose of this Proposal 2 is to authorize the holder of proxies solicited under this proxy statement to vote the shares represented by the proxies~~ in favor of the adjournment of the Special Meeting from time to time in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Special Meeting to constitute a quorum or to approve Proposal 1.New Advisory Agreementwith Torray.

One or more adjournments may be made without notice other than an announcement at the Special Meeting, to the extent permitted by applicable law and the Funds’ governing documents. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow the Funds’ shareholders who have already sent in their proxies to revoke them at any time before their use at the Special Meeting, as adjourned.

INFORMATION ABOUT OWNERSHIP OF SHARES OF THE FUND

Only shareholders of record at the close of business on ~~October 17, 2017,~~January 25, 2021, the record date (the “Record Date”), will be entitled to notice of, and to vote at, the ~~meeting.~~Special Meeting. On ~~October 17, 2017, there were [outstanding share information for each class of each~~the Record Date, the Fund ~~to be inserted] outstanding.~~had shares outstanding as disclosed below:


Investor Class Shares	Institutional Class Shares	Total Shares
[…]	[…]	[…]

Security Ownership of Management, Trustees and Principal Shareholders

As of the Record Date, to the best of the knowledge of the Trust, no Trustee or officer of the Trust beneficially owned 1% or more of the outstanding shares of ~~any~~the Fund, and the Trustees and the officers of the Trust, as a group, beneficially owned less than 1% of the outstanding shares of ~~each~~the Fund. The Board is aware of no arrangements, the operation of which at a subsequent date may result in a change in control of the Fund. As of the Record Date, the Independent Trustees, and their respective immediate family members, did not own any securities beneficially or of record in ~~TIS, U.S. Bancorp, the parent company of the distributor,~~Torray or ~~any of their respective affiliates.~~Quasar Distributors, LLC. As of the record date, the following persons are known by the Trust to own beneficially or of record 5% or more of the outstanding shares of ~~either of~~ the ~~TIS Funds:~~Fund:

Name and Address

Number

of Shares

Percentage

of Class

Share Class

Type of

Ownership

~~[TO BE INSERTED WHEN RECORD DATE INFORMATION IS AVAILABLE]~~

[To be completed after the Record Date]

Who is Eligible Toto Vote

Shareholders of record of the ~~TIS Funds~~Fund as of the close of business on ~~October 17, 2017 (the “Record Date”),~~the Record Date, are entitled to vote on the proposal or proposals that relate to the Fund at the ~~meeting~~Special Meeting and any adjournments thereof. Each whole share is entitled to one vote on each matter on which it is entitled to vote, and each fractional share is entitled to a proportionate fractional vote.

In order for a vote on the Proposal 1 to occur at the Special Meeting, there must exist a quorum of shareholders of the ~~TIS Funds. The~~Fund to which the Proposal relates. With respect to the Fund, the presence at the Special Meeting, in person or by proxy, of shareholders representing one-third of the Fund’s shares outstanding and entitled to vote as of the Record Date constitutes a quorum for the Special Meeting. For purposes of determining the presence of a quorum, abstentions and broker “non-votes” will be counted as present. Broker “non-votes” occur when a nominee holding shares for a beneficial owner does not vote on a proposal because the nominee does not have discretionary voting powers with respect to that proposal and has not received instructions from the beneficial owner.

In the event ~~that~~ the necessary quorum to transact business ~~is not present at the Special Meeting,~~ or the vote required to approve the Proposal 1 is not obtained ~~the chairman of~~at the Special Meeting, in order to permit the further solicitation of proxies, may adjourn the Special Meeting, subject to approval of Proposal 2, with respect to Proposal 1 from time to time to a date not more than 90 days after the original date of the meeting without further notice other than announcement at the Special Meeting. Alternatively, if a shareholder vote is called on any proposal to adjourn, the persons named as proxies may propose one or ~~their substitutes,~~more adjournments of the Special Meeting with respect to the Proposal in accordance with applicable law to permit further solicitation of proxies. Any adjournment of the Special Meeting will require the affirmative vote of the holders of a simple majority of the Fund’s shares cast at the Special Meeting, and any adjournment with respect to the Proposal will require the affirmative vote of the holders of a simple majority of the Fund’s shares entitled to vote on the Proposal cast at the Special Meeting. The persons named as proxies will vote ~~on such~~for or against any adjournment in their discretion.

Vote Required to Pass the Proposals

Proposal 2 requires the vote of a majority of the votes cast, either in person or by proxy, at the Special Meeting to approve any adjournment(s) of the Special Meeting, even if the number of votes cast is fewer than the number required for a quorum.

Proxies and Voting at the Special Meeting

Shareholders may use the proxy card provided if they are unable to attend the meeting in person or wish to have their shares voted by a proxy even if they do attend the meeting. Any shareholder of ~~a TIS~~the Fund giving a proxy has the power to revoke it prior to its exercise by mail (addressed to the Secretary at the principal executive office of the Trust shown at the beginning of this proxy statement), or in person at the meeting, by executing a superseding proxy or by submitting a notice of revocation to the Fund. In addition, although mere attendance at the ~~meeting~~Special Meeting will not revoke a proxy, a shareholder present at the ~~meeting~~Special Meeting may withdraw a previously submitted proxy and vote in person. To obtain directions on how to attend the ~~meeting~~Special Meeting and vote in person, please call ~~844-874-6339.~~

All properly executed proxies received in time for the ~~meeting~~Special Meeting will be voted as specified in the proxy or, if no specification is made, FOR the ~~proposals~~Proposal referred to in the proxy statement and in the discretion of the

persons named as proxies on such procedural matters that may properly come before the ~~meeting.~~Special Meeting . If any other business comes before the ~~meeting,~~Special Meeting, your shares will be voted at the discretion of the persons named as proxies.

Telephonic Voting. Shareholders may call the toll-free phone number indicated on their proxy card to vote their shares. Shareholders will need to enter the control number set forth on their proxy card and then will be prompted to answer a series of simple questions. The telephonic procedures are designed to authenticate a shareholder’s identity, to allow shareholders to vote their shares and to confirm that their instructions have been properly recorded.

Method of Solicitation and Expenses

~~The Funds have~~Torray has not engaged ~~AST Fund Solutions, LLC (the “AST”)~~a third party to assist in the solicitation of proxies. The solicitation of proxies ~~will~~may occur principally by mail, but proxies may also be solicited by telephone, e-mail or other electronic means, facsimile or personal interview. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders’ identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholder’s instructions have been properly recorded.

The cost of preparing, printing and mailing the enclosed proxy card and this proxy statement, and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone, facsimile or telegraph is estimated to be ~~$6,314.~~$3,388. The cost of solicitation will be ~~will be~~ borne by ~~the parties to the Purchase Agreement.~~Torray. In addition to the solicitation by mail, officers and employees of ~~TIS~~Torray and /or ~~its~~their affiliates, who will receive no extra compensation for their services, may solicit proxies by telephone, e-mail or other electronic means, letter or facsimile. ~~AST~~Computershare has ~~also~~ been retained as proxy tabulator.

The ~~Funds~~Fund will not bear any expenses in connection with the ~~Transaction,~~Transactions, including any costs of soliciting shareholder approval.

Shareholder Proposals for Subsequent Meetings

The ~~TIS Funds do~~Fund does not hold annual shareholder meetings except to the extent that such meetings may be required under the 1940 Act or state law. Shareholders who wish to submit proposals for inclusion in the proxy statement for a subsequent shareholder meeting should send their written proposals to the Trust’s Secretary at its principal office within a reasonable time before such meeting. The timely submission of a proposal does not guarantee its inclusion.

If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you would like to receive a separate copy of the Proxy Statement, please call ~~1-844-874-6339.~~844-406-4960. If you currently receive multiple copies of Proxy Statements or shareholder reports and would like to request to receive a single copy of documents in the future, please call ~~844-874-6339~~844-406-4960 or write to ~~USBFS~~the Fund at 615 East Michigan Street, Milwaukee, Wisconsin ~~53202~~53202.

Other Matters to Come Before the Meeting

No business other than the ~~matter~~matters described above is expected to come before the ~~meeting,~~Special Meeting, but should any other matter requiring a vote of shareholders arise the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the ~~TIS Funds~~Fund and ~~their~~its shareholders.

Dated: ~~November 6, 2017~~February [8], 2021

Please complete, sign and return the enclosed proxy card in the enclosed envelope. You may proxy vote by telephone in accordance with the instructions set forth on the enclosed proxy card. No postage is required if mailed in the United States.

EXHIBIT A

FORM OF NEW ADVISORY AGREEMENT

MANAGED PORTFOLIO SERIES

INVESTMENT ADVISORY AGREEMENT

This AGREEMENT is made as of the ~~[__]~~[…] day of ~~[______] 2018,~~[…] 2021, by and between Managed Portfolio Series, a Delaware statutory trust (the “Trust”) and ~~Tortoise Index Solutions,~~Torray LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engages in the business of providing investment management services; and

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and consists of several separate series of shares, each having separate assets and liabilities, its own investment objectives and policies, and which is authorized to create additional series in the future; and

WHEREAS, the Trust desires to retain the Adviser to provide investment advisory services to those Trust series listed in Schedule A (each a “Fund”) on or after the date of this Agreement and the Adviser is willing to render such services, subject to supervision and direction of the Trust’s Board of Trustees (the “Board”) and the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the parties hereby agree as follows:

1.APPOINTMENT OF ADVISER

1.	~~APPOINTMENT OF ADVISER~~

The Trust hereby appoints, and the Adviser hereby accepts the appointment, to act as investment adviser to each Fund, subject to the supervision and direction of the Board, on the terms herein set forth and for the compensation herein provided. In connection with this appointment:

(a)Delivery of Trust Documentation. The Trust shall deliver to the Adviser copies of: (i) the Trust’s Agreement and Declaration of Trust and Bylaws, as may be amended from time to time (collectively, “Organic Documents”); (ii) each Fund’s prospectus and statement of additional information as may be amended from time to time (collectively, as currently in effect (“Prospectuses”)); and (iii) all Trust policies and procedures relevant to a Fund as may be amended from time to time (collectively, “Trust Procedures”). The Trust shall cause all service providers to the Trust to furnish information to the Adviser and to assist the Adviser as may be reasonably required and shall ensure that the Adviser has reasonable access to all relevant records and documents maintained by the Trust or any service provider to the Trust.

~~A-1~~

(b)Independent Contractor. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or be deemed an agent of a Fund.

A - 1

(c)The Adviser’s Representations. The Adviser represents, warrants and agrees that:

(i)It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;

(ii)It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement;

(iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any amendments thereto;

(iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto;

(v)It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide the Trust with a copy of any future filings of Form ADV or any amendments thereto;

(vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation;

(vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and

(viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

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(d)The Trust’s Representations. The Trust represents, warrants and agrees that:

(i)This Agreement has been duly authorized by appropriate action of the Trust and its shareholders to the extent required under the 1940 Act;

(ii)It has received a copy of Part 2A of the Adviser’s Form ADV as is currently in effect as of the date of this Agreement; and

~~(iii)~~This Agreement,, when executed and delivered, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and

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other laws of general application affecting the rights and remedies of creditors and secured parties

(e)Plenary authority of the Board of Trustees. The Adviser acknowledges that each Fund is a mutual fund that operates as a series of the Trust under the supervision and direction of the Board.

2.	~~PROVISION OF INVESTMENT ADVISORY SERVICES~~

2.PROVISION OF INVESTMENT ADVISORY SERVICES

Subject to the delegation of any of the following duties to one or more persons permitted by Section 19 of this Agreement, the Adviser shall render the following services to the Trust:

(a)The Adviser shall assume all investment duties and have full discretionary power and authority with respect to investment of the assets of each Fund. Without limiting the generality of the foregoing, the Adviser shall, with respect to the assets of each Fund: (i) obtain and evaluate such information and advice relating to the economy, securities markets and securities as it deems necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner consistent with the Organic Documents, Prospectuses, other written guidelines or restrictions, as may be amended from time to time, agreed upon in writing by the Trust and the Adviser which guidelines and restrictions shall not be inconsistent with the Prospectuses (“Written Guidelines”), and the Trust Procedures, as may be provided to the Adviser consistent with Section 1(a)(i) of this Agreement; (iii) determine the securities to be purchased, sold or otherwise disposed of and the timing of such purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Adviser’s written proxy voting policies and procedures; (v) maintain the books and records required to be maintained by the Fund under the 1940 Act with respect to portfolio transactions affected pursuant to this Agreement; (vi) promptly issue settlement instructions to custodians designated by the Trust; (vii) evaluate the credit worthiness of securities dealers, banks and other entities with which the Fund may engage in repurchase agreements and monitor the status of such agreements; and (viii) take such further action, including the placing of purchase and sale orders and the selection of broker-dealers to execute such orders on behalf of the Fund, as the Adviser shall deem necessary or appropriate, in its sole discretion, to carry out its duties under this Agreement.

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(b)The Adviser shall also furnish to or place at the disposal of the Trust such information, evaluations, analyses and opinions formulated or obtained by the Adviser in the discharge of its duties, as the Trust may, from time to time, reasonably request.

(c)The Adviser agrees, that in performing its duties hereunder, it will comply, in all material respects, with (i) the 1940 Act, the Advisers Act and all rules and regulations promulgated thereunder; (ii) all other federal and state laws and regulations applicable to the Adviser; (iii) applicable provisions of the Internal Revenue Code of 1986, as amended; and (iv) the provisions of the Organic Documents.

(d)The Adviser shall keep accurate and detailed records concerning its services under this Agreement and all such records shall be open to inspection at all reasonable times by the Trust and any appropriate regulatory authorities. The Adviser shall provide to the Trust copies of any and all documentation relating to each Fund’s transactions upon reasonable request. The Adviser agrees that all records which it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to the Fund copies of any such records upon the Fund’s request, provided that the Adviser shall be entitled to keep copies of any such records.

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(e)At the request of the Trust from time to time, the Adviser shall provide pricing and valuation information with respect to particular securities it has purchased for each Fund if the Trust has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Adviser believes a valuation provided by a pricing service for a security it has purchased for a Fund is materially inaccurate, the Adviser agrees to promptly notify the Trust.

(f)From time to time at the request of the Trust, the Adviser will (i) meet, either in person or via teleconference, with such other persons as the Trust may designate, including the Board, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii) provide written materials to the Trust , including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund.

(g)The Adviser shall be responsible for filing any required reports on its behalf with the SEC pursuant to Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”) and the rules and regulations thereunder.

(h)To the extent reasonably requested by the Trust, the Adviser will use its best efforts to assist the Trust in connection with the Trust’s compliance with the Federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes thereto); (ii) a summary of the Compliance Procedures in connection with the annual review thereof by the Trust; (iii) upon request, a certificate of the chief compliance officer of the Adviser to the effect that the policies and procedures of the Adviser are reasonably designed to prevent violation of the Federal Securities Laws; (iv) direct access to the Adviser’s chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire regarding the Adviser’s compliance program; and (vi) quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust and/or Compliance Procedures in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.

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(i)Except as permitted by the Trust Procedures, the Adviser will not disclose but shall treat confidentially all information in respect of the investments of each Fund, including, without limitation, the identification and market value or other pricing information of any and all portfolio securities or other financial instruments held by the Fund, and any and all trades of portfolio securities or other transactions effected for the Fund (including past, pending and proposed trades).

(j)The Trust or its agent will provide timely information to the Adviser regarding such matters as inflows to and outflows from each Fund and the cash requirements of, and cash available for investment in each Fund. The Trust or each Fund’s custodian (the “Custodian”) will timely provide the Adviser with copies of monthly accounting statements for each Fund, and such other information as may be reasonably necessary or appropriate in order for the Adviser to perform its responsibilities hereunder.

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(k)The Adviser shall not consult with any other investment adviser (other than affiliated persons of the Adviser) of any other series of the Trust concerning portfolio transactions for a Fund or any other series of the Trust.

(l)The Adviser shall maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board in connection with the approval of this Agreement pursuant to Section 7 of this Agreement.

3.	~~BROKERAGE~~

3.BROKERAGE

The Adviser is responsible for decisions to buy and sell securities for each Fund, for broker-dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall not direct an order to an affiliated person of the Adviser without general prior authorization to use such affiliated broker or dealer from the Trust’s Chief Compliance Officer. The Adviser’s primary consideration in effecting a securities transaction will be to seek best execution. In selecting broker-dealers to execute transactions, the Adviser may take the following, among other things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker-dealer; the size of and the difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of a Fund on a continuing basis. The execution price of a transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the execution services offered.

Subject to such policies as the Board may determine and consistent with Section 28(e) of the 1934 Act, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to a Fund and to other clients of the Adviser as to which the Adviser exercises investment discretion. Subject to the same policies and legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of a Fund to such brokers or dealers who also provide research or statistical material, or other services to the Trust, the Adviser or any affiliated person of either. Such allocation shall be in such amounts and proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis therefor.

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On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, the allocation of the securities so purchased or sold, as well as the expense incurred in the transaction, will be made by the Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients.

The Trust authorizes and empowers the Adviser to open and maintain trading accounts in the name of a Fund and to execute for the Fund as its agent and attorney-in-fact standard institutional customer agreements with such broker or brokers as the Adviser shall select as provided herein. The

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Adviser shall cause all securities and other property purchased or sold for a Fund to be settled at the place of business of the Custodian or as the Custodian shall direct. All securities and other property of a Fund shall remain in the direct or indirect custody of the Custodian except as otherwise authorized by the Board.

The Adviser further shall have the authority to instruct the Custodian to pay cash for securities and other property delivered to the Custodian for a Fund and deliver securities and other property against payment for the Fund, and such other authority granted by the Trust from time to time. The Adviser shall not have authority to cause the Custodian to deliver securities and other property or pay cash to the Adviser except as expressly provided herein.

4.	~~ALLOCATION OF CHARGES AND EXPENSES~~

4.ALLOCATION OF EXPENSES

~~The~~(a)With respect to the operation of a Fund, the Adviser ~~agrees~~shall be responsible for (i) the Fund’s organizational expenses; (ii) providing the personnel, office space and equipment reasonably necessary to ~~pay all~~perform its obligations hereunder; (iii) the expenses of ~~each Fund, except for: (i) brokerage expenses~~printing and ~~other~~distributing extra copies of the Fund’s prospectus, statement of additional information, and sales and advertising materials (but not the legal, auditing or accounting fees charges, taxes, levies or expenses (such as stamp taxes) incurred in connection with the execution of portfolio transactions or in connection with creation and redemption transactions (including without limitation any fees, charges, taxes, levies or expenses relatedattendant thereto) to prospective investors (but not to existing shareholders) to the ~~purchase or sale of an amount of~~extent such expenses are not covered by any currency, or the patriation or repatriation of any security or other asset, related to the execution of portfolio transactions or any creation or redemption transactions); (ii) legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith; (iii) extraordinary expenses (in each case as determined by a majority of the independent trustees); (iv) distribution fees and expenses paid by a Fund under any distributionapplicable plan adopted pursuant to Rule 12b-1 under the 1940 ~~Act; (v) interest and taxes~~Act (each, a “12b-1 Plan”); (iv) the costs of any ~~kind~~special Board meetings or ~~nature (including,~~shareholder meetings convened for the primary benefit of, and requested by, the Adviser; and (v) any costs of liquidating or reorganizing the Fund if the liquidation or reorganization is made at the request of the Adviser (unless such cost is otherwise allocated by the Board). If the Adviser has agreed to limit the operating expenses of a Fund, the Adviser also shall be responsible on a monthly basis for any operating expenses that exceed the agreed upon expense limit, subject to the terms of such agreement.

(b)A Fund is responsible for and has assumed the obligation for payment of its expenses, other than as stated in Section 4(a) above, including but not limited ~~to, income, excise, transfer and withholding taxes); (vi) any~~to: fees and ~~expense~~expenses (including legal fees) incurred in connection with the issuance, registration (and maintenance of registration) and transfer of its shares; commissions, spreads, fees and other expenses connected with the acquisition, holding, disposition of securities and other investments including placement and similar fees in connection with direct placements entered into on behalf of the Fund; all expenses of transfer, receipt, safekeeping, servicing and accounting for the cash, securities and other property of the Trust for the benefit of the Fund including all fees and expenses of its custodian, shareholder services agent and accounting services agent; all expenses incurred in connection with borrowings; dividend expenses related to short sales; costs and expenses of pricing and calculating its daily net asset value and of maintaining its books of account required under the ~~provision~~1940 Act; taxes, if any; its portion of ~~securities lending services;~~expenditures in connection with meetings of the Board that are properly payable by the Fund; its allocable portion of expenditures in connection with meetings of shareholders as determined by the Board; its allocable portion of salaries and ~~(vii)~~expenses of officers of the Trust other than officers and employees of U.S. Bancorp Fund Services, LLC or any duly appointed successor (the “Administrator”) (except the Trust’s Chief Compliance Officer if determined to be appropriate by the Board); its allocable portion of fees and expenses of members of the Board or members of any advisory board or committee who are not members, affiliated persons, or interested persons of the Adviser or the Administrator; its allocable portion of the Trust’s insurance premiums on property or personnel of the Fund which inure to its benefit, including liability and fidelity bond insurance; the cost of preparing and printing reports, proxy statements, Prospectuses of the Fund or other communications for distribution to existing shareholders; its allocable portion of the Trust’s legal, auditing and accounting fees; its allocable portion of the

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Trust’s trade association dues or educational program expenses determined appropriate by the Board; all expenses of maintaining and servicing shareholder accounts of the Fund maintained with the Trust’s transfer agent, including all charges for transfer, shareholder recordkeeping, distribution disbursing, redemption; and all other charges and costs of its operation plus any extraordinary and non-recurring expenses including litigation, proceedings, claims and indemnification obligations to its directors, officers, service providers and shareholders, except as herein otherwise prescribed.

(c)The Adviser may voluntarily or contractually absorb certain Fund expenses.

(d)To the extent the Adviser incurs any costs by assuming expenses which are an obligation of a Fund as set forth herein, the Fund shall promptly reimburse the Adviser for such costs and expenses, except to the extent the Adviser has otherwise agreed to bear such expenses. To the extent the services for which a Fund is obligated to pay are performed by the Adviser, the Adviser shall be entitled to recover from such Fund to the extent of the Adviser’s actual costs for providing such services. In determining the Adviser’s actual costs, the Adviser may take into account an allocated portion of the salaries and overhead of personnel performing such services.

(e)To the extent that the Adviser pays fees in addition to any Fund distribution or servicing fees to financial intermediaries, including without limitation banks, broker-dealers, financial advisors, or pension administrators, for sub-administration, sub-transfer agency or any other shareholder servicing or distribution services associated with shareholders whose shares are held in omnibus or other group accounts, the Adviser shall report such payments regularly to the Trust on the amounts paid and the relevant financial institutions.

(f)The fee payable to the Adviser ~~hereunder. The internal expenses of pooled investment vehicles in which~~under this Agreement with respect to a Fund may ~~invest (acquired fund fees and expenses) are not expenses~~be reduced to the extent of ~~a Fund and are not paid by the Adviser. The payment or assumption~~any receivable owed by the Adviser to the Fund (provided that such obligation is not subject to a good faith dispute) or as required under any operating expense limitation agreement applicable to the Fund.

5. INVESTMENT ADVISORY FEES

(a) For all of ~~any expense of~~the services rendered with respect to a Fund ~~that~~as herein provided, the ~~Adviser is not required by this Agreement to pay or assume~~Trust shall ~~not obligate the Adviser to pay or assume the same or any similar expense of the Fund on any subsequent occasion.~~

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~~INVESTMENT ADVISORY FEES~~

~~(a)The Fund agrees to~~ pay to the Adviser ~~and the Adviser agrees to accept as full compensation for all services rendered by the Adviser pursuant to this Agreement,~~ a fee at an annual rate based on the Current Net Assets (as defined below) of the Fund as set forth in Schedule A attached hereto and made a part hereof. Such fee shall be accrued by a Fund daily and ~~paid~~shall be payable monthly in arrears, within fifteen business days after the last day of each ~~month, at an annual rate listed in~~ ~~Appendix A~~month. If fees begin to accrue with respect to a Fund during the ~~Fund’s average daily net assets. For any period less than~~middle of a month, ~~during which this Agreement is in effect,~~all fees for the ~~fee~~period from that date to the end of the month shall be prorated according to the proportion ~~which such~~that the period bears to the full month. In the case of termination of this Agreement with respect to a Fund during any month, all fees accrued from the beginning of that month to, but excluding, the date of termination, shall be prorated according to that proportion that the period bears to the full month and shall be paid promptly following such termination. For purposes of ~~28, 29, 30 or 31 days,~~computing the amount of advisory fee accrued for any day, “Current Net Assets” shall mean a Fund’s net assets as of the ~~case may be. The fee payable to~~most recent preceding day for which the ~~Adviser under this Agreement will be reduced to the extent required by any expense limitation agreement. The Adviser may voluntarily absorb certain Fund expenses.~~

Fund’s net assets were computed.

(b)The Adviser voluntarily may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Adviser ~~hereunder.~~hereunder or to continue future

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payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis.

(c) Any such reductions made by the Adviser in its fees or payment of expenses which are a Fund’s obligation are subject to reimbursement by the Fund to the Adviser for a period of thirty-six months following the end of the month in which such reduction or payment was accrued, if so requested by the Adviser, if the aggregate amount actually paid by the Fund toward the operating expenses for such month (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses in effect at both the time of the reduction and payment and at the time of reimbursement. Such reimbursement may not be paid prior to a Fund’s payment of current ordinary operating expenses.

(d) The Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Adviser hereunder.

6.LIABILITY; STANDARD OF CARE

(a)The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of any information with respect to the Adviser, its personnel or a Fund’s strategies providing in writing to the Trust for inclusion in the Fund’s offering materials (including the Prospectus and advertising and sales materials).

(b)The Adviser shall act at all times in the best interests of each Fund and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Adviser shall not be liable to the Trust, a Fund, or a Fund’s shareholders for any action or inaction of the Adviser relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of or the reckless disregard of the Adviser’s duties or obligations under this Agreement. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, a Fund or any shareholder of the Fund may have under federal securities laws or state laws.

~~A-7~~

(c)In no event shall the Adviser be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

(d)The Adviser, its affiliated persons, agents and employees, shall not be liable to the Trust or a Fund for failure to act or any action taken in good faith reliance upon:

(i)The Fund’s directions to the Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or

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(ii)Acts or omissions of the Custodian or a Fund, their respective affiliated persons, agents or employees.

(e)No party to this Agreement shall be liable to another party for consequential damages under any provision of this Agreement.

(f)The Adviser shall not be deemed by virtue of this Agreement to have made any representation or warranty that any level of investment performance or level of investment results will be achieved.

(g)Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”) shall indemnify and hold harmless the other party and the shareholders, members, directors, officers, and employees of the other parties (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be paid hereunder with respect to any matter to the extent to which the loss, liability, claim, damage, or expense was caused by the Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the Adviser’s willful misfeasance, bad faith, or negligence in the performance of duties hereunder or reckless disregard of the Adviser’s obligations or duties hereunder.

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(h)If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof and will keep the Indemnifying Party advised with respect to all developments concerning such claim, action or proceeding; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The Indemnified Party shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify it except with the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding this Section 6 hereof, in the event the Indemnified Party has not secured such consent, the Indemnifying Party will have no obligation to indemnify the Indemnified Party. Upon request and at the Indemnifying Party’s expense, the Indemnified Party shall provide reasonable assistance to the Indemnifying Party so that the Indemnifying Party can defend against such claim, action or proceeding.

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(i)The provisions of Sections 6(g) and (h) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

7.	7. TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT

(a)This Agreement shall become effective with respect to a Fund immediately upon ~~the commencement of the Adviser’s management of the Fund, after~~ the latter of approval by a majority of the Trust’s Trustees who are not interested persons (as defined in the 1940 Act) and, if required by applicable law, by a vote of a majority of the outstanding voting securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in effect for a period of two (2) years from the date of effectiveness with respect to a Fund. This Agreement shall continue in effect thereafter for additional periods not exceeding one (1) year so long as such continuation is approved for a Fund at least annually by (i) the Board or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act.

~~A-9~~

(b)This Agreement may be terminated by the Trust on behalf of a Fund at any time without payment of any penalty, by the Board, or by vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ written notice to the Adviser, and by the Adviser upon sixty (60) days’ written notice to the Fund. In the event of a termination, the Adviser shall cooperate in the orderly transfer of a Fund’s affairs and, at the request of the Board, transfer any and all books and records of the Fund maintained by the Adviser on behalf of the Fund.

(c)This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act.

8.SERVICES NOT EXCLUSIVE

The services of the Adviser to a Fund are not to be deemed exclusive and it shall be free to render similar services to others so long as its services hereunder are not impaired thereby. It is specifically understood that directors, officers and employees of the Adviser and of its subsidiaries and affiliated persons may continue to engage in providing portfolio management services and advice to other investment advisory clients. The Trust agrees that Adviser may give advice and take action in the performance of its duties with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to a Fund. Nothing in this Agreement shall be deemed to require Adviser, its principals, affiliated persons, agents or employees to purchase or sell for any Fund any security which it or they may purchase or sell for its or their own account or for the account of any other client.

9.NO SHORTING; NO BORROWING

The Adviser agrees that neither it nor any of its officers or employees shall take any short position in the shares of the Fund. This prohibition shall not prevent the purchase of such shares by any of the officers or employees of the Adviser or any trust, pension, profit-sharing or other benefit plan for such persons or affiliated persons thereof, at a price not less than the net asset value thereof at the time of purchase, as allowed pursuant to rules promulgated under the 1940 Act. The Adviser agrees that neither it nor any of its officers or employees shall borrow from a Fund or pledge or use the Fund’s assets in connection with any borrowing not directly for the Fund’s benefit.

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~~10.~~

~~AMENDMENT~~

10. AMENDMENT

No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by all parties and approved by the Trust in the manner set forth in Section 7(a).

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11. CONFIDENTIALITY

~~11.~~
~~CONFIDENTIALITY~~

(a)“Confidential Information” as used in this agreement shall mean and include all tangible and intangible information and materials being disclosed in connection with this Agreement by one of the Parties (“Disclosing Party”) to the other Party (“Receiving Party”), in any form or medium (and without regard to whether the information is owned by a Party or by a third party), that satisfy at least one of the following criteria:

(i)Information related to the Disclosing Party’s, its affiliated persons’ or its third party licensors or vendors’ trade secrets, customers/shareholders, business plans, strategies, forecasts or forecast assumptions, operations, methods of doing business, records, finances, assets, intellectual property rights, technology, software, systems data or other proprietary or confidential business or technical information;

(ii)Information designated as confidential in writing by the Disclosing Party or information that the Receiving Party should reasonably know to be information that is of a confidential or proprietary nature;

~~(iii)~~

~~any information derived from, or developed by reference to or use of, any information described in the preceding clauses (i) and (ii); or~~

~~(iv)~~

~~Shareholder Records (as defined below);~~

(iii)any information derived from, or developed by reference to or use of, any information described in the preceding clauses (i) and (ii); or

(iv)Shareholder Records (as defined below);

provided, however, that notwithstanding the foregoing, the following shall not be considered Confidential Information: (A) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality; (B) information that is or becomes publicly known without violation of this Agreement by the Receiving Party; or (C) information that is independently developed by the Receiving Party or its employees or affiliated persons without reference to the Disclosing Party’s information.

(b)Except as expressly provided otherwise herein, each Party shall, during the term of this Agreement: (i) use a level of care no less rigorous than that taken to protect its own Confidential Information of a similar nature (but in no event less than a reasonable level of care) to keep confidential, and to prevent any unauthorized disclosure of, any Confidential Information of the other Party, (ii) use such Confidential Information only in connection with this Agreement, (iii) not make any commercial use of such Confidential Information for the benefit of itself or any third party beyond the scope of this Agreement, and (iv) except where required by law, order, or demand of any governmental or regulatory authority or as permitted by this Agreement, not make any such Confidential Information, or parts thereof, available to any third party. If either Party receives a request or demand from a third party to inspect any documents or other hard or electronic materials containing Confidential Information, the Party receiving such a request or demand will endeavor to notify the other Party and to secure instructions from that Party or an authorized person of that Party.

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(c)Each Party shall reproduce the other Party’s Confidential Information only to the extent necessary to permit it to meet its obligations under this Agreement, and shall notify the other Party promptly if the other Party’s Confidential Information is disclosed in violation of the provisions of this Agreement or is otherwise lost or unaccounted for. Adviser shall have the right, however, to disclose such Confidential Information to its affiliated persons’, respective employees, officers, directors, advisers, attorneys, consultants, vendors and third party service providers who have a need to know such information in connection with Adviser’s performance of its obligations under this Agreement.

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~~(d)~~(e) The Adviser acknowledges that certain information regarding the Trust’s shareholders made available by the Trust to Adviser or otherwise maintained by Adviser under this Agreement (“Shareholder Information”) may be deemed nonpublic personal information under the Gramm-Leach-Bliley Act, Regulations S-P, and other applicable privacy Laws (collectively, “Privacy Laws”). Adviser agrees: (i) not to disclose or use such information except as required to carry out its duties under the Agreement or as otherwise permitted by law in the ordinary course of business; (ii) to establish and maintain reasonable physical, electronic and procedural safeguards to protect such information; and (iii) to cooperate with Trust and provide reasonable assistance in ensuring compliance with such Privacy Laws with respect to accountholders to the extent applicable to either or both of the parties.

12.USE OF ADVISER’S NAME

Adviser hereby consents to the royalty-free use by a Fund of the name ~~Tortoise Index Solutions,~~Torray LLC as part of the Fund’s name or any reasonable derivation thereof (the “Name”) and consents to the royalty-free use of the related ~~Tortoise Index Solutions,~~Torray LLC logo and any such marks or symbols which may arise hereafter (the “Mark”) during the term of this Agreement. The Trust acknowledges that any rights in or to the Name or the Mark are, and under any and all circumstances shall continue to be, the sole property of the Adviser. The Adviser shall have the right to resolve any concerns regarding copyright, trademark or patent infringement with respect to a Fund’s use of the Name or the Mark as the Adviser shall so determine.

It is understood and hereby agreed that the name “Managed Portfolio Series” or “MPS” is the property of the Trust for copyrights and all other purposes. The Adviser undertakes and agrees that, in the event that the Adviser shall cease to act as investment adviser to a Fund, the Adviser shall promptly take all necessary and appropriate action to discontinue the use of the Trust’s name and will further refrain from using the Trust’s name; provided, however, that the Adviser may continue to use the Trust’s name for the sole purpose of identifying the Trust as an account formerly managed by the Adviser or as otherwise consented to by the Trust in writing prior to such use.

It is additionally understood and hereby agreed that the name of each Fund set forth in Schedule A or any reasonable derivation of the same, is the property of the Adviser for copyright and all other purposes. The Name and the Mark may be used from time to time in other connections and for other purposes by the Adviser, and its affiliated persons and including with respect to other investment companies that have obtained consent to use of the Name or the Mark. The Trust understands and agrees that, in the event that the Adviser shall cease to act as investment adviser to a Fund, the Trust shall promptly take all necessary and appropriate action to discontinue use of the Name and the Mark and will further refrain from using the Name and the Mark; provided, however, that the Trust may continue to use the Name and the Mark for the sole purpose of identifying the Trust as an

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account formerly managed by the Adviser or as otherwise consented to by the Adviser in writing prior to such use.

13.ANTI-MONEY LAUNDERING COMPLIANCE

The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, “AML Laws”), the Trust has adopted an Anti-Money Laundering Policy. The Adviser agrees to cooperate with the Trust in connection with the Trust’s compliance with the Trust’s Anti-Money Laundering Policy and the AML Laws by providing the Trust and/or each Fund’s administrator such reports, certifications and contractual assurances as may be reasonably requested upon reasonable notice by the Trust in order for the Trust and each Fund’s administrator to fulfill its obligations under the AML Laws provided that nothing herein shall impose any obligation on the Adviser to provide any reports, certifications or assurances with respect to the beneficial owners of the Trust. The Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by applicable law or regulation.

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14. CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES

The Adviser acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the implementing regulations promulgated thereunder, the Trust and each Fund are required to make certain certifications and have adopted disclosure controls and procedures. To the extent reasonably requested by the Trust, the Adviser agrees to use its commercially reasonable efforts to assist the Trust and each Fund in complying with the Sarbanes-Oxley Act and implementing the Trust’s disclosure controls and procedures. The Adviser agrees to inform the Trust of any material development related to the services it provides to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes-Oxley Act.

15. NOTIFICATION

~~15.~~
~~NOTIFICATION~~

The Adviser agrees that it will provide prompt notice to the Trust about material changes in the employment status of key investment management personnel involved in the management of a Fund, material changes in the investment process used to manage the Fund and any changes in senior management, operations or ownership of the Adviser.

16. NOTICES

~~16.~~
~~NOTICES~~

Notices and other communications required or permitted under this Agreement shall be in writing, shall be deemed to be effectively delivered when actually received, and may be delivered by U.S. mail (first class, postage prepaid), by facsimile transmission, by hand or by commercial overnight delivery service, addressed as follows:

ADVISER: Torray LLC

~~ADVISER:~~	~~Tortoise Index Solutions, LLC~~
	~~11550 Ash Street, Suite 300~~
	~~Leawood, Kansas 66211~~

~~FUND:~~	~~Managed Portfolio Series~~
	~~on behalf of the Tortoise Funds~~
	~~777 East Wisconsin Avenue, 10~~^th ~~Floor~~
	~~Milwaukee, WI 53202~~
	~~Attn: Secretary~~

7501 Wisconsin Avenue, Suite 750W

Bethesda, Maryland 20814

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~~A-13~~

FUND: Managed Portfolio Series

on behalf of the TorrayResolute Small/Mid Cap Growth Fund

777 East Wisconsin Avenue, 10th Floor

Milwaukee, WI 53202

Attn: Secretary

17.GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the 1940 Act and the Advisers Act and any rules and regulations promulgated thereunder.

18. ASSIGNMENT

~~18.~~
~~ASSIGNMENT~~

This Agreement may not be assigned by any party, either in whole or in part, without the prior written consent of each other party.

19. SUB-ADVISERS

~~19.SUB-ADVISERS~~

At its own expense, the Adviser may carry out any of its obligations to the Trust and a Fund under this Agreement by employing, subject to the direction and control of the Board, one or more persons who are registered as investment advisers pursuant to the Advisers Act (“Sub-Adviser”). Each Sub-Adviser’s employment to provide investment advisory services to a Fund will be evidenced by a separate written agreement between the Adviser and the Sub-Adviser approved by the Board and, if required by applicable law, by the shareholders of the Fund. The Adviser shall supervise and monitor the activities of each Sub-Adviser. The Adviser shall not be liable hereunder for any act or inaction of any Sub-Adviser except for the Sub-Adviser’s bad faith, willful misfeasance or negligence in the performance of or the reckless disregard of the Sub-Adviser’s duties or obligations under its sub-advisory agreement with the Adviser. In addition, the Adviser shall be liable: (1) for its failure to exercise good faith in the employment of the Sub-Adviser; (2) for the Adviser’s failure to exercise appropriate supervision of the Sub-Adviser; and (3) as may be agreed by the Trust and the Adviser in writing.

20.LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trustees and officers of the Trust and the shareholders of a Fund shall not be personally liable for any obligations of the Trust or of any Fund under this Agreement, and the Adviser agrees that in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Fund to which the Adviser’s rights or claims relate in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of any Fund.

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21. MISCELLANEOUS

~~21.~~
~~MISCELLANEOUS~~

(a)This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

(b)This Agreement may be executed by the parties hereto on a number of counterparts taken together shall be deemed to constitute one and the same instrument.

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(c)If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be illegal or invalid.

(d)The term “affiliated person” shall have the meaning ascribed thereto by the 1940 Act.

(e)Sections 2(d), 2(h), 2(i), 6, 11, 12, 13, 14, 17 and 20, 21 shall survive termination of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day first set forth above.


MANAGED PORTFOLIO SERIES on behalf of the series listed on Schedule A By: ~~___________________________________~~ Name: ~~James~~Brian R. ~~Arnold~~Wiedmeyer Title: President and Principal Executive Officer

~~TORTOISE INDEX SOLUTIONS,~~TORRAY LLC By: ~~___________________________________~~ Name: Nicholas C. Haffenreffer Title: Chief Investment Officer

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SCHEDULE A

FUNDS AND FEES


Series of Managed Portfolio Series						Annual Fee Rate as % of Current Net Assets
~~Tortoise Water~~
TorrayResolute Small/Mid Cap Growth Fund						~~0.40%~~0.80%
~~Tortoise North American Pipeline Fund~~						~~0.40%~~

~~A-17~~

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Description

To approve a new investment advisory agreement between ~~Tortoise Index Solutions (“TIS”)~~Torray, LLC and the Trust, on behalf of ~~each TIS~~the TorrayResolute Small/Mid Cap Growth Fund.

~~TIS Funds~~

To approve any adjournments of the Special Meeting from time to time to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to constitute a quorum or to approve Proposals 1.

~~TIS Funds~~