AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT

AMENDMENT TO THE

MANAGED PORTFOLIO SERIES

CUSTODY AGREEMENT

THIS AMENDMENT effective as of the last date on the signature block, to the Custody 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. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

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1.The Exhibit for Kensington in the Agreement is hereby superseded and replaced by the Exhibit for Kensington attached hereto.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

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

1

Exhibit for Kensington

to the

Management Portfolio Series Custody Agreement

Name of Mutual Fund Series and Fees

Kensington Managed Income Fund

Kensington Dynamic Growth Fund

Kensington Active Advantage Fund

Kensington Defender Fund

Custody Services Fee Schedule

U.S. Bank, N.A., as Custodian, will receive monthly compensation for services according to the terms of the following Schedule:

I. Market Value Fee Per Fund

Based upon an annual rate of average daily market value of all long securities and cash held in the portfolio:

[ ]% ([ ] basis point) on the first $500 million

[ ]% ([ ] basis point) on the next $1 billion

[ ] ([ ] basis point) on the balance

    Minimum annual fee per fund: $[ ]

    Plus portfolio transaction fees

II. Portfolio Transaction Fees:

$[ ]per repurchase agreement transaction, reverse repurchase agreement, time deposit/CD or other non-depository transactions.

$[ ] book entry DTC transaction, Federal Reserve transaction, principal paydown

$[ ] per physical security transaction

$[ ] per option/future/swap contract written, exercised or expired

$[ ] per mutual fund trade

$[ ] per Fed wire or margin variation Fed wire

$[ ] per expense disbursement

$[ ] per segregated account per year

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

No charge for the initial conversion free receipt.

Overdrafts – charged to the account at prime interest rate plus[ ]%, unless a line of credit is in place.

2

III. Miscellaneous Expenses

Including but not limited to expenses incurred in Treasury Management, negative interest charges, safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees and extra expenses based on complexity.

IV.    Additional Services

Additional fees apply for global servicing. Fund of Fund expenses quoted separately.

*Subject to annual CPI increase - All Urban Consumers - U.S. City Average.

Fees are calculated pro rata and billed monthly.

3

Name of ETF Series and Fees

Kensington Hedged Premium Income ETF

Base Fee for Custody Services

The following reflects the greater of the basis point fee or annual minimum1 where (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 [ ]bp

See Appendix C for Services and Associated Fees in addition to Base Fee

See Appendix D for Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee

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

4

APPENDIX C

Custody Services in addition to the Base Fee

Portfolio Transaction Fees1

$[ ] – Book entry DTC transaction, Federal Reserve transaction, principal paydown

$[ ] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction

$[ ] – Option/SWAPS/future contract written, exercised or expired

$[ ] – Mutual fund trade, Margin Variation Wire and outbound Fed wire

$[ ] – Physical security transaction

$[ ] – Check disbursement (waived if U.S. Bank is Administrator)

$[ ] Manual instructions fee. (Additional Per Securities and Cash Transactions)

$[ ] Cancellation/Repair fee. (Additional Per Securities and Cash Transactions)

$[ ] Per Non-USD wire.

$[ ] Per 3rd party FX settled at U.S. Bank

$[ ] Monthly charge on zero valued securities (Per ISIN)

$[ ] Per Proxy Vote cast.

$[ ] Dormant account fee (one year no activity)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

Additional Services

Additional fees apply for global servicing. Fund of Fund expenses quoted separately.

$[ ] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)

Class Action Services – [ ]% of gross proceeds, $[ ] minimum recovery.

No charge for the initial conversion free receipt if fund is converting from another service provider.

$[ ] per SMA converting into the fund

Overdrafts – charged to the account at prime interest rate plus [ ]%, unless a line of credit is in place

Third Party lending - Additional fees will apply

1 “Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades”.

5

Non Eurobonds rate sheet – below rate is applied on ISINs held at Euroclear plus (in addition to standard [ ] basis point charge.) Non Eurobond rate is calculated on any ISIN code listed below held at Euroclear at month end.

Market			Non Eurobond ISIN code			Non Eurobond Rate ISINs held at EOC*
ARGENTINA			AR			[ ]
AUSTRALIA			AU			[ ]
BELGIUM			BE			[ ]
CANADA			CA			[ ]
CHILE			CL			[ ]
CZECH REPUBLIC			CZ			[ ]
DENMARK			DK			[ ]
FINLAND			FI			[ ]
FRANCE			FR			[ ]
GERMANY			DE			[ ]
GREECE			GG			[ ]
XXXXXXX			XX			[ ]
HONG KONG			HK			[ ]
HUNGARY			HU			[ ]
ISRAEL			IL			[ ]
ITALY			IT			[ ]
JAPAN			JP			[ ]
LUXEMBOURG			LU			[ ]
MEXICO			MX			[ ]
NEWZEALAND			NZ			[ ]
NORWAY			NO			[ ]
PERU			PE			[ ]
POLAND			PL			[ ]
PORTUGAL			PT			[ ]
ROMANIA			RO			[ ]
RUSSIA			RU			[ ]
SINGAPORE			SG			[ ]
SLOVAK REPUBLIC			SK			[ ]
SLOVENIA			SI			[ ]
SPAIN			ES			[ ]
SOUTH-AFRICA			ZA			[ ]
SWEDEN			SE			[ ]
SWITZERLAND			CH			[ ]
THAILAND			TH			[ ]
UNITED KINGDOM			GB			[ ]

APPENDIX D

Additional Global Sub-Custodial Services Annual Fee Schedule

Base Fee

A monthly base fee of $[ ] per fund will apply. If no global assets are held within a given month, the monthly base charge will not apply for that month. In addition, the follow may apply. Safekeeping and transaction fees are assessed on security and currency transactions.

Plus:

Global Custody Transaction Fees1

Global Custody transaction fees associate with Sponsor Trades2. (See schedule below)

6

A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security.

Global Safekeeping and Transaction Fees

(See schedule below)

Global Custody Tax Reclamation Services:

Global Filing: $[ ] per annum

U.S. Domestic Filing: $[ ] per annum (Only ADRs)

3rd Party Tax Service Provider: $[ ] per annum (does not include out of pocket expenses incurred in the fulfillment of requests from the 3rd party)

Any client who does not elect for U.S. Bank Global Custody/3rd Party Tax Services, but elects to pursue relief themselves, would be charged for out of pocket expenses incurred in the fulfillment of the requests.

Miscellaneous Expenses

Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.

SWIFT reporting and message fees.

1“Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades.”

7

Additional Global Sub-Custodial Services Annual Fee Schedule

Country

Safekeeping (BPS)

Transaction fee

Country

Safekeeping (BPS)

Transaction fee

Country

Safekeeping (BPS)

Transaction fee

Argentina

[ ]

[ ]

Hong Kong

[ ]

[ ]

Poland

[ ]

[ ]

Australia

[ ]

[ ]

Hungary

[ ]

[ ]

Portugal

[ ]

[ ]

Austria

[ ]

[ ]

Iceland

[ ]

[ ]

Qatar

[ ]

[ ]

Bahrain

[ ]

[ ]

India

[ ]

[ ]

Romania

[ ]

[ ]

Bangladesh

[ ]

[ ]

Indonesia

[ ]

[ ]

Russia

[ ]

[ ]

Belgium

[ ]

[ ]

Ireland

[ ]

[ ]

Saudi Arabia

[ ]

[ ]

Bermuda

[ ]

[ ]

Israel

[ ]

[ ]

Serbia

[ ]

[ ]

Botswana

[ ]

[ ]

Italy

[ ]

[ ]

Singapore

[ ]

[ ]

Brazil

[ ]

[ ]

Japan

[ ]

[ ]

Slovakia

[ ]

[ ]

Bulgaria

[ ]

[ ]

Jordan

[ ]

[ ]

Slovenia

[ ]

[ ]

Canada

[ ]

[ ]

Kenya

[ ]

[ ]

South Africa

[ ]

[ ]

Chile

[ ]

[ ]

Kuwait

[ ]

[ ]

South Korea

[ ]

[ ]

China Connect

[ ]

[ ]

Latvia

[ ]

[ ]

Spain

[ ]

[ ]

China (B Shares)

[ ]

[ ]

Lithuania

[ ]

[ ]

Sri Lanka

[ ]

[ ]

Colombia

[ ]

[ ]

Luxembourg

[ ]

[ ]

Sweden

[ ]

[ ]

Costa Rica

[ ]

[ ]

Malaysia

[ ]

[ ]

Switzerland

[ ]

[ ]

Croatia

[ ]

[ ]

Malta

[ ]

[ ]

Taiwan

[ ]

[ ]

Cyprus

[ ]

[ ]

Mauritius

[ ]

[ ]

Tanzania

[ ]

[ ]

Czech Republic

[ ]

[ ]

Mexico

[ ]

[ ]

Thailand

[ ]

[ ]

Denmark

[ ]

[ ]

Morocco

[ ]

[ ]

Tunisia

[ ]

[ ]

Egypt

[ ]

[ ]

Namibia

[ ]

[ ]

Turkey

[ ]

[ ]

Estonia

[ ]

[ ]

Netherlands

[ ]

[ ]

UAE

[ ]

[ ]

Euroclear (Eurobonds)

[ ]

[ ]

New Zealand

[ ]

[ ]

Uganda

[ ]

[ ]

Euroclear (Non-Eurobonds)

Rates are available upon request

Rates are available upon request

Nigeria

[ ]

[ ]

Ukraine

[ ]

[ ]

Finland

[ ]

[ ]

Norway

[ ]

[ ]

United Kingdom

[ ]

[ ]

France

[ ]

[ ]

Oman

[ ]

[ ]

Uruguay

[ ]

[ ]

Germany

[ ]

[ ]

Pakistan

[ ]

[ ]

Vietnam

[ ]

[ ]

Ghana

[ ]

[ ]

Panama

[ ]

[ ]

West African Economic Monetary Union (WAEMU)*

[ ]

[ ]

Greece

[ ]

[ ]

Peru

[ ]

[ ]

Zambia

[ ]

[ ]

Philippines

[ ]

[ ]

Zimbabwe

[ ]

[ ]

*Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network.

8

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

9