AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND SERVICING AGREEMENT

AMENDMENT TO THE

THIS AMENDMENT effective as of the last date on the signature block, to the Fund Servicing Agreement dated as of May 24, 2023, as amended (the “Agreement”), is entered into by and between MANAGED PORTFOLIO SERIES, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the Agreement to update the fees and add Kensington Hedged Premium Income ETF to the Exhibit for Kensington; and

WHEREAS, Section 13(G) of the Agreement allows for its amendment by a written instrument executed by both parties and authorized or approved by the Board of Trustees.

NOW, THEREFORE, the parties agree as follows:

1.The Exhibit for Kensington in the Agreement is hereby superseded and replaced by the Exhibit for Kensington attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year last written below.

MANAGED PORTFOLIO SERIES U.S. BANCORP FUND SERVICES, LLC

By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxx

Name: Xxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx

Title: President Title: Sr. Vice President

Date: August 21, 2024 Date: August 22, 2024

Exhibit for Kensington

to the

Management Portfolio Series Fund Servicing Agreement

Name of Mutual Fund Series and Fees

Kensington Managed Income Fund

Kensington Dynamic Growth Fund

Kensington Active Advantage Fund

Kensington Defender Fund

Administration, Fund Accounting & Portfolio Compliance Services Fee Schedule

Annual Fee Based on Average Net Assets per Fund Complex* (Assumes 2 Funds $[ ] million in AUM)

[ ] basis points on the first $1.0 billion

[ ] basis points on the next $500 million

[ ] basis points on the next $1.5 billion

[ ] basis points on the balance above $3 billion

Minimum Annual Fee: $[ ] per fund for the first two funds, additional funds subject to a $[ ] per month minimum for the first six months then $[ ] per month minimum starting in month 7

Includes up to 3 classes of shares, additional fee of $[ ] for each additional class above the first 3

Services Included in Annual Fee Per Fund

On-line access to portfolio management and compliance information.

Daily Performance Reporting – Daily pre- and post-tax fund and/or sub-adviser performance reporting.

U.S. Bank Regulatory Administration (e.g., annual registration statement update)

Core Tax Services – See Additional Services Fee Schedule

Blue Sky – excluding State/Federal fees

All schedules subject to change depending upon use of unique security types requiring special pricing or accounting arrangements.

Data Services

Pricing Services

$[ ] – Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps

$[ ] – Domestic Corporates, Domestic Convertibles, Domestic Governments and Agency, Mortgage Backed, and Municipal Bonds

$[ ] – CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, and High Yield Bonds

$[ ] – Interest Rate Swaps, Foreign Currency Swaps

$[ ] – Bank Loans

$[ ] – Swaptions, Intraday money market funds pricing, up to 3 times per day

$[ ] – Credit Default Swaps

$[ ] per Month Manual Security Pricing (>25per day)

Note: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees.

Corporate Action Services

$[ ] per Foreign Equity Security per Month

$[ ] per Domestic Equity Security per Month

$[ ] per CMOs, Asset Backed, Mortgage Backed Security per Month

Third Party Administrative Data Charges (descriptive data for each security)

$[ ] per security per month for fund administrative data

SEC Modernization Requirements

Form N-PORT – $[ ] per year, per Fund

Form N-CEN – $[ ] per year, per Fund

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Moody’s, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, XXXXX/iXBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, third party auditing and legal expenses, tax e-filing, PFIC monitoring, conversion expenses (if necessary)

Additional Services

Additional services not included above shall be mutually agreed upon at the time of the service being added. Additional regulatory administration (e.g., subsequent new fund launch), daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, and additional services mutually agreed upon.

In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

* Subject to annual CPI increase – All Urban Consumers – U.S. City Average” index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

Fees are calculated pro rata and billed monthly.

CCO Officer Fees:

$[ ] annually for the first two funds, $[ ] per additional above the first two.

Additional Services – Legal Fees

Legal fees associated with drafting the N-14 and prospectus for two funds; $[ ] (to be waived), includes external Trust counsels review fees. Additional costs for proxy solicitation and XXXXX filings will apply.

Legal fees for drafting the prospectus and SAI for new funds (above the first 3) $[ ] per fund.

Fund Administration & Portfolio Compliance Additional Services Fee Schedule

Daily Compliance Reporting Services- Xxxxxxx River (if required)

Base fee – $[ ] per fund per year

Setup – $[ ] per fund group

Section 18 Compliance Testing

$[ ] set up fee per fund complex

$[ ] per fund per month

Section 15(c) Reporting

$[ ] per fund

Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report

•Performance reporting package: Peer Comparison Report

Additional 15(c) reporting is subject to additional charges

Standard data source – Morningstar; additional charges will apply for other data services

Equity & Fixed Income Attribution Reporting

Fees are dependent upon portfolio makeup, services required, and benchmark requirements

Core Tax Services

M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).

Optional Tax Services

Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[ ] per year

Additional Capital Gain Dividend Estimates – (First two included in core services) – $[ ] per additional estimate

State tax returns - (First two included in core services) – $[ ] per additional return

Transfer Agent, Shareholder & Account Services Fee Schedule

Annual Service Charges to the Fund*

Base Fee per CUSIP $[ ] for the first CUSIP in each Fund

$[ ] each additional class

Direct Open Accounts $[ ] per open account

Closed (zero balance) Accounts $[ ] per closed account

Annual Basis Point Fee per Fund Complex

[ ] basis points

Services Included in Annual Basis Point Fee

Telephone Calls

Voice Response Calls

Manual Shareholder Transaction & Correspondence

Omnibus Account Transaction

Daily Valuation/Manual 401k Trade

NSCC System Interface

Short-Term Trader Reporting – Software application used to track and/or assess transaction fees that are determined to be short-term trades.

Excessive Trader – Software application that monitors the number of trades (exchanges, redemptions) that meet fund family criteria for excessive trading and automatically prevents trades in excess of the fund family parameters.

12b-1 Aging – Aging shareholder account share lots in order to monitor and begin assessing 12b-1 fees after a certain share lot age.

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Telephone toll-free lines, mailing, sorting and postage, stationery, envelopes, service/data conversion, AML verification services, special reports, record retention, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC activity charges, DST charges, shareholder/dealer print out (daily confirms, investor statements, tax, check printing and writing and commissions), voice response (VRU) maintenance and development, data communication and implementation charges, specialized programming, omnibus conversions, travel, excess history, FATCA and other compliance mailings, electronic document archiving.

Additional Services (Not needed unless you have direct shareholders)

Additional services not included above shall be mutually agreed upon at the time of the service being added. Digital Investor shareholder e-commerce, FAN Mail electronic data delivery, Vision intermediary e-commerce, client Web data access, recordkeeping application access, programming charges, outbound calling & marketing campaigns, training, cost basis reporting, investor email services, dealer reclaim services, literature fulfillment, money market fund service organizations, charges paid by investors, physical certificate processing, CUSIP setup, CTI reporting, sales reporting & Rule 22c-2 reporting (MARS), electronic statements (Informa), EConnect Delivery, Shareholder Call review analysis, statement support, Mutual Fund Profile II services, dealer/fund merger events, NAV reprocessing, voluntary state withholdings and additional services mutually agreed upon.

Fees are calculated pro rata and billed monthly.

The monthly fee for an open account shall be charged in the month during which an account is opened through the month in which such account is closed. The monthly fee for a closed account shall be charged in the month following the month during which such account is closed.

Name of ETF Series and Fees

Kensington Hedged Premium Income ETF

Fund Start-up & Registration Services Project Fee Schedule

Regulatory Administration Services

New fund launch – $[ ] per fund or as negotiated

Ongoing Annual Regulatory Administration Services, including supplements –

o$[ ] for first three active or inactive funds in same statutory prospectus

o$[ ] for each additional active or inactive fund in the same statutory prospectus

Additional projects such as new share class launch, multi-managed funds, SEC exemptive order applications, expedited filings, asset conversion, and proxies – as negotiated based upon specific requirements

Above fees are applicable when all new funds are registered in same statutory prospectus.

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Postage, if necessary

Federal and state regulatory filing fees

Expenses from Board of Trustee meetings

Third party auditing and legal expenses

XXXXX/iXBRL filing (may be charged by third-party or U.S. Bank)

All other Miscellaneous expenses

Fund startup and registration fees are billed 50% following the selection of U.S. Bank and 50% 75 days after the preliminary registration statement is filed with the SEC.

Base Fee for Accounting, Administration, Transfer Agent Services

The following reflects the greater of the basis point fee or annual minimum1 where Kensington Asset Management, LLC (the “Adviser”) acts as investment adviser to the fund(s) in the same registered investment company.

Annual Minimum per Fund2 Basis Points on Trust AUM2

Funds 1-5 $[ ] First $250m [ ] bps

Funds 6-10 $[ ] Next $500m [ ] bps

Funds 11+ $[ ] Balance [ ] bps

Base Fee for ETF Services

Annual Fee per fund

ETF Order Taking $[ ] per fund

ETF Transfer Agency $[ ] per order (Create or Redeem)

Basket Creation

Equities/Cash [ ]bps

International Securities/Derivatives [ ]bps

Fixed AP Fee TBD/fund

Optional Services

ETF Stock Splits $[ ]

ETF Liquidation $[ ]

ETF Slippage Calculations $[ ]/Fund/Year

See APPENDIX A for Services and Associated Fees in addition to the Base Fee

See APPENDIX B for OPTIONAL Supplemental Services and Associated Fees

Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end of the initial two-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of the initial two-year period. Following the initial two-year period, this fee schedule will automatically renew (unless otherwise amended or terminated) for successive two-year periods, and should this service agreement with U.S. Bank be terminated prior to the end of such a two-year period, Adviser will be responsible for the balance of the minimum fees for the remainder of such two-year period.

Additional services not included herein shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new derivatives risk management and reporting requirements).

2 Subject to annual CPI increase: All Urban Consumers – U.S. City Average” index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

All annual fees described in this fee schedule (including appendices) are calculated pro rata and billed monthly

APPENDIX A

Accounting, Administration, Transfer Agent Services (in addition to the Base Fee)

Data Services

Pricing and Security Setup Services

For daily pricing, setup, and maintenance of each security (estimated 252 pricing days annually)

$[ ] – Listed Equity Instruments and rates including but not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps

$[ ] – Lower Tier Cost Fixed Income Instruments including but not limited to: Domestic Corporate and Governments Agency Bonds, Mortgage Backed Securities, and Municipal Bonds

$[ ] – Higher Tier Cost Fixed Income Instruments including but not limited to: CMO and Asset Backed Securities; Money Market Instruments; Foreign Bonds; and High Yield Bonds.

$[ ] – Bank Loans

Derivative Instruments are generally charged at the following rates:

o$[ ] – Interest Rate Swaps, Foreign Currency Swaps

o$[ ] – Swaptions

o$[ ] – Credit Default Swaps

$[ ] Intraday money market funds pricing, up to 3 times per day

$[ ] per Month Manual Security Pricing (>25per day)

Note: Prices are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Prices do not include set-up fees which may be charged on certain derivative instruments such as swaps. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security types, such as CLOs CDO and complex derivative instruments, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.

Corporate Action, Factor (security paydown & prepayment time series), and ETF Income Projection Services

$[ ] per Foreign Equity Security per Month for Corporate Action Services

$[ ] per Domestic Equity Security per Month for Corporate Action Services

$[ ] per CMO and Asset Backed Security per Month / $[ ] for ETF Funds per month for Factor Services

$[ ] per Mortgage Backed Security per Month for Factor Services / no charge for ETF Funds

$[ ] per Fixed Income Security per Month for ETF funds only for ETF income projections

Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)

$[ ] per security per month for fund administrative data (based upon U.S. Bancorp standard data services and are subject to change)

Index Service Fees

•$[ ] per month per fund: Tier 0 for maintenance of data for performance calculations where the client is supplying the Index data

•$[ ] per month per fund: Tier 1 including but not limited to: ICE Indexes, Morningstar, Bloomberg, S&P, Dow Xxxxx, CBOE, and HFRI Indexes

•$[ ] per month per fund: Tier 2 including but not limited to: MSCI Indexes, FTSE Xxxxxxx

•$[ ] per month per fund: Tier 3 including but not limited to: Wilshire Indexes, Lipper JPM

•$[ ] per month per fund additional fee for creation of a blended index, in addition to Tier index fees.

Note: Rates are tiered based upon rates charged by the index provider and are subject to change. S&P Global and Dow Xxxxx are their standard packages only, specialized packages from all index providers will result in a higher fee. Use of other, custom, and blended indexes may result in additional fee. Index providers may require a direct contract in addition to the above service contract, which may result in additional fees payable to the index provider.

All Data Service charges are subject to change based on cost increases from underlying data providers.

Trust Chief Compliance Officer Annual Fee

$[ ] per fund (subject to change based on Board review and approval)

SEC Modernization Requirements

Form N-PORT – $[ ] per year, per Fund

Form N-CEN – $[ ] per year, per Fund

Expense Processing and Budgeting Services – Non-Unitary Fee ETFs:

Fund administration payment of fund expenses and quarterly budgeting on behalf of ETFs not utilizing a unitary fee structure:

•$[ ] per year, per Fund

Section 15(c) Reporting

$[ ] per fund per standard reporting package*

*Standard reporting packages for annual 15(c) meeting

•Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio with classes on one report) OR Full 15(c) report

•Performance reporting package: Peer Comparison Report

Additional 15(c) reporting is subject to additional charges

Data source – Morningstar; other data sources may incur additional charges by a third-party source. The creation of the reporting package involving other data sources is to be created by the third-party source and client.

Core Tax Services

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: Charges associated with accelerated effectiveness at DTCC, SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, etc.), postage, stationary, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, expenses related to and including travel to and from Board of Trustee meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs.

APPENDIX B

OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance (provided by U.S. Bank upon client request)

Daily Compliance Services

■$ [ ] per trust per year - Base fee

■ Additional fee of $[ ] per fund per year

Section 18 Compliance Testing

■$[ ] set up fee per fund complex

■$[ ] per fund per month

SEC Derivatives Rule 18f-4 Confluence Technologies Offering


Offering			Price per Fund per Month
Limited Derivatives User			$[ ]
Full Derivatives User (no OTC derivatives)			$[ ]
Full Derivative User (with 1-5 OTC derivatives)			$[ ]
Full Derivative User (with 5 or more OTC derivatives)			$[ ]
Closed Fund Data Maintenance Fee			$[ ]

*Additional fees may apply from index providers

Fees for Special Situation:

Fee will be assessed.

Rule 2a-5 Supplemental Services:


Percentage of individual level 2 instruments held by a Fund			Monthly Fee for Such Fund1
5% or less			$[ ]
More than 5% but less than 25%			$[ ]
25% or more			$[ ]

Note: The availability of the Rule 2a-5 Supplemental Services and the associated fees are subject to USBGFS’ ability to obtain comparison prices from its chosen comparison third-party pricing sources at reasonable cost. The reports provided as part of the Rule 2a-5 Supplemental Services may, in USBGFS’ sole discretion, exclude information for instruments for which an alternative comparison price is unavailable or difficult or costly to obtain. In addition, the reports provided may cease to include instruments that were previously included if alternative prices are no longer available from third-party sources or if the fees for such alternative prices rise.

1 NOTE: The Rule 2a-5 Supplemental Services and the associated fees are dependent on comparison prices from USBGFS’ chosen comparison third-party pricing source. The Fund may choose to perform comparison pricing with a different comparison pricing vendor under an alternative service with different associated costs.

Digital Board Materials:

Comprehensive Digital Services


Comprehensive Digital Services
Description			Annual Price1 (USD)
Base Fee			$[ ]
Per User Fee2			$[ ]
Per Separate Committee3 Fee			$[ ]

1 Subject to an annual increase, provided that the annual increase will not exceed [ ]% through October 2025

2 A committee consists of a separate space on Diligent’s board portal that can be used to host and organize materials outside of the main board meeting, such as audit committees, governance committees, and executive committees.

Light Digital Offering


Light Digital Offering
Description			Annual Price1 (USD)
Base Fee			$[ ]

1 Subject to annual “CPI increase – All Urban Consumers – U.S. City Average” index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

C- Corp Administrative Services

1940 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]

1933 Act C-Corp – U.S. Bank Fee Schedule plus $[ ]

Controlled Foreign Corporation (CFC)

U.S. Bank Fee Schedule plus $[ ]

Optional Tax Services:

Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[ ] per year

Additional Capital Gain Dividend Estimates – (First two included in core services) – $[ ] per additional estimate

State tax returns - (First two included in core services) – $[ ] per additional return

Tax Reporting – C-Corporations

Federal Tax Returns

Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) – $[ ]

Prepare Federal and State extensions (If Applicable) – Included in the return fees

Prepare provision estimates – $[ ] Per estimate

State Tax Returns

Prepare state income tax returns for funds and blocker entities – $[ ] per state return

•Sign state income tax returns – $[ ] per state return

•Assist in filing state income tax returns – Included with preparation of returns

•State tax notice consultative support and resolution – $[ ] per fund

Adviser’s signature below is solely in acknowledgement of the above fee schedules.

Kensington Asset Management, LLC

By: /s/ Xxxxxxx Xxxxx

Name: Xxxx Xxxxx

Title: Executive Director

Date: 08/21/2024

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AMENDMENT TO THE MANAGED PORTFOLIO SERIES FUND SERVICING AGREEMENT

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