AMENDMENT TO THE MANAGED PORTFOLIO SERIES CUSTODY AGREEMENT

Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.
AMENDMENT TO THE

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 add funds and fee schedule; 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 Xxxxxxxx attached hereto, is hereby added to the Agreement.

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 SERIESU.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxxxxx
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxx XxxxxxxxxName: Xxxxxxx Xxxxxx
Title: PresidentTitle: Sr. Vice President
Date: October 30, 2023Date: November 2, 2023

Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.
Exhibit for Leuthold
to the
Management Portfolio Series Custody Agreement

Name of ETF Series and Fees

Xxxxxxxx Core ETF
Xxxxxxxx Select Industries ETF

Base Fee for Custody Services

The following reflects the greater of the basis point fee or annual minimum¹ where Xxxxxxxx Xxxxxx Capital Management (the “Advisor”) acts as investment adviser to the fund(s) in the same registered investment company.
Annual Minimum per Fund²    Basis Points on Trust AUM²
$ [ ] per Fund    First $[ ] - [ ] bps
    Balance - [ ] bps

See APPENDIX C for Services and Associated Fees in addition to Base Fee
See Additional Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee

¹ Each fund, regardless of asset size, will have fees allocated to it equal to the per fund minimum. Should the complex level basis point fee calculation exceed the complex level minimum fee level calculation, the fees in excess of the minimum will be allocated to each fund based on the percent on AUM.

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 service agreement's 12-month period beginning with the Fund's launch or any anniversary of launch. To avoid doubt, if Adviser launched a Fund on March 1, 2019 and terminated the relationship on June 30, 2020, Adviser would owe U.S. Bank up to [ ]% of $ [ ] ($[ ] admin/acct/ta + $[ ] Custody + $[ ] Distributor).

Additional services not included above 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 liquidity 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). WAIVED
Fees are calculated pro rata and billed monthly












Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.
APPENDIX C - Custody Services in addition to the Base Fee
Portfolio Transaction Fees²
■$[ ] - Book entry DTC transaction, Federal Reserve transaction, principal paydown
■$[ ] - 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)

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.
■$[ ] per custody sub - account per year (e.g., per sub -adviser.)
■$[ ] per segregated account
■Class Action Services - $[ ] filing fee per class action per account, plus [ ]% of gross proceeds, up to a maximum per recovery not to exceed $ [ ].
■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.
■Additional fees will apply - Third Party lending

Fees are calculated pro rata and billed monthly

Additional services not included above 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 liquidity risk management and reporting requirements).

² "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".

Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.
Additional Global Sub-Custodial Services Annual Fee Schedule

CountrySafekeeping (BPS)Transaction FeeCountrySafekeeping (BPS)Transaction FeeCountrySafekeeping (BPS)Transaction Fee
Argentina[ ]$[ ]Hungary[ ]$[ ]Portugal[ ]$[ ]
Australia[ ]$[ ]Iceland[ ]$[ ]Qatar[ ]$[ ]
Austria[ ]$[ ]India[ ]$[ ]Romania[ ]$[ ]
Bahrain[ ]$[ ]Indonesia[ ]$[ ]Russia[ ]$[ ]
Bangladesh[ ]$[ ]Ireland[ ]$[ ]Saudi Arabia[ ]$[ ]
Belgium[ ]$[ ]Israel[ ]$[ ]Serbia[ ]$[ ]
Bermuda[ ]$[ ]Italy[ ]$[ ]Singapore[ ]$[ ]
Botswana[ ]$[ ]Japan[ ]$[ ]Slovakia[ ]$[ ]
Brazil[ ]$[ ]Jordan[ ]$[ ]Slovenia[ ]$[ ]
Bulgaria[ ]$[ ]Kenya[ ]$[ ]South Africa[ ]$[ ]
Canada[ ]$[ ]Kuwait[ ]$[ ]South Korea[ ]$[ ]
Chile[ ]$[ ]Latvia[ ]$[ ]Spain[ ]$[ ]
China Connect[ ]$[ ]Lithuania[ ]$[ ]Sri Lanka[ ]$[ ]
China (B Shares)[ ]$[ ]Luxembourg[ ]$[ ]Sweden[ ]$[ ]
Colombia[ ]$[ ]Malaysia[ ]$[ ]Switzerland[ ]$[ ]
Costa Rica[ ]$[ ]Malta[ ]$[ ]Tanzania[ ]$[ ]
Croatia[ ]$[ ]Mauritius[ ]$[ ]Taiwan[ ]$[ ]
Cyprus[ ]$[ ]Mexico[ ]$[ ]Thailand[ ]$[ ]
Czech Republic[ ]$[ ]Morocco[ ]$[ ]Tunisia[ ]$[ ]
Denmark[ ]$[ ]Namibia[ ]$[ ]Turkey[ ]$[ ]
Egypt[ ]$[ ]Netherlands[ ]$[ ]UAE[ ]$[ ]
Estonia[ ]$[ ]New Zealand[ ]$[ ]Uganda[ ]$[ ]
Euroclear (Eurobonds)[ ]$[ ]Nigeria[ ]$[ ]Ukraine[ ]$[ ]
Euroclear (Non-Eurobonds)Rates are available upon requestRates are available upon requestNorway[ ]$[ ]United Kingdom[ ]$[ ]
Finland[ ]$[ ]Oman[ ]$[ ]Uruguay[ ]$[ ]
France[ ]$[ ]Pakistan[ ]$[ ]Vietnam[ ]$[ ]
Germany[ ]$[ ]Panama[ ]$[ ]West African Economic Monetary Union (WAEMU)*[ ]$[ ]
Ghana[ ]$[ ]Peru[ ]$[ ]Zambia[ ]$[ ]
Greece[ ]$[ ]Philippines[ ]$[ ]Zimbabwe[ ]$[ ]
Hong Kong[ ]$[ ]Poland[ ]$[ ]
*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.
Global Custody Base Fee
A monthly base fee per fund will apply based on the number of securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month.
[ ]-[ ] foreign securities: $[ ]; [ ]-[ ] foreign securities; $[ ]; Over [ ] foreign securities: $[ ] "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 above)
■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 above)
Miscellaneous Expenses

Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.
■Tax reclaims that have been outstanding for more than [ ] ([ ]) months with the client will be charged $[ ] per claim.
■Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, tax reclaim 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.

Fees are calculated pro rata and billed monthly

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".

















Name of Mutual Fund Series and Fees

Xxxxxxxx Core Investment Fund
Xxxxxxxx Global Fund
Xxxxxxxx Grizzly Short Fund

Custody Services Fee Schedule
Based upon an annual rate of average daily market value of all long securities and cash held in the portfolio*:
[ ] basis points
$[ ] - Minimum annual fee per fund
Plus, portfolio transaction fees
Portfolio Transaction Fees
■$ [ ] - 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. Bancorp is Administrator)

Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.
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 year per segregated custody account; $[ ] per year per Sub-Advisor custody account
■Class Action Services - $ [ ] filing fee per class action per account, plus [ ]% of gross proceeds, up to a maximum per recovery not to exceed $ [ ].
■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.
■Third Party lending - Additional fees will apply
* 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). WAIVED
Fees are calculated pro rata and billed monthly.











Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.
Additional Global Sub-Custodial Services Annual Fee Schedule

CountrySafekeeping (BPS)Transaction FeeCountrySafekeeping (BPS)Transaction FeeCountrySafekeeping (BPS)Transaction Fee
Argentina[ ]$[ ]Hungary[ ]$[ ]Portugal[ ]$[ ]
Australia[ ]$[ ]Iceland[ ]$[ ]Qatar[ ]$[ ]
Austria[ ]$[ ]India[ ]$[ ]Romania[ ]$[ ]
Bahrain[ ]$[ ]Indonesia[ ]$[ ]Russia[ ]$[ ]
Bangladesh[ ]$[ ]Ireland[ ]$[ ]Saudi Arabia[ ]$[ ]
Belgium[ ]$[ ]Israel[ ]$[ ]Serbia[ ]$[ ]
Bermuda[ ]$[ ]Italy[ ]$[ ]Singapore[ ]$[ ]
Botswana[ ]$[ ]Japan[ ]$[ ]Slovakia[ ]$[ ]
Brazil[ ]$[ ]Jordan[ ]$[ ]Slovenia[ ]$[ ]
Bulgaria[ ]$[ ]Kenya[ ]$[ ]South Africa[ ]$[ ]
Canada[ ]$[ ]Kuwait[ ]$[ ]South Korea[ ]$[ ]
Chile[ ]$[ ]Latvia[ ]$[ ]Spain[ ]$[ ]
China Connect[ ]$[ ]Lithuania[ ]$[ ]Sri Lanka[ ]$[ ]
China (B Shares)[ ]$[ ]Luxembourg[ ]$[ ]Sweden[ ]$[ ]
Colombia[ ]$[ ]Malaysia[ ]$[ ]Switzerland[ ]$[ ]
Costa Rica[ ]$[ ]Malta[ ]$[ ]Tanzania[ ]$[ ]
Croatia[ ]$[ ]Mauritius[ ]$[ ]Taiwan[ ]$[ ]
Cyprus[ ]$[ ]Mexico[ ]$[ ]Thailand[ ]$[ ]
Czech Republic[ ]$[ ]Morocco[ ]$[ ]Tunisia[ ]$[ ]
Denmark[ ]$[ ]Namibia[ ]$[ ]Turkey[ ]$[ ]
Egypt[ ]$[ ]Netherlands[ ]$[ ]UAE[ ]$[ ]
Estonia[ ]$[ ]New Zealand[ ]$[ ]Uganda[ ]$[ ]
Euroclear (Eurobonds)[ ]$[ ]Nigeria[ ]$[ ]Ukraine[ ]$[ ]
Euroclear (Non-Eurobonds)Rates are available upon requestRates are available upon requestNorway[ ]$[ ]United Kingdom[ ]$[ ]
Finland[ ]$[ ]Oman[ ]$[ ]Uruguay[ ]$[ ]
France[ ]$[ ]Pakistan[ ]$[ ]Vietnam[ ]$[ ]
Germany[ ]$[ ]Panama[ ]$[ ]West African Economic Monetary Union (WAEMU)*[ ]$[ ]
Ghana[ ]$[ ]Peru[ ]$[ ]Zambia[ ]$[ ]
Greece[ ]$[ ]Philippines[ ]$[ ]Zimbabwe[ ]$[ ]
Hong Kong[ ]$[ ]Poland[ ]$[ ]
*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.
Global Custody Base Fee
$ [ ] 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. "Safekeeping and transaction fees are assessed on security and currency transactions."
Global Custody Tax Services: $[ ] per annum - Global Filing $[ ] per annum - U.S. Domestic Filing (Only ADRs) Any client who does not elect for tax services (and does them themselves, would be charged an out of pocket expense per the normal process.)
Miscellaneous Expenses
■Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, tax reclaim 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.

Certain identified information has been excluded from this exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed.
■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.





Adviser’s signature below is solely in acknowledgment of the above fee schedules.
Xxxxxxxx Xxxxxx Capital Management

By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx    
Title: CCO
Date: 10/24/23


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Filed: September 24th, 2024
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