AMENDMENT TO THE

MANAGED PORTFOLIO SERIES

FUND ADMINISTRATION SERVICING AGREEMENT

    THIS AMENDMENT dated as of the last date on the signature block, to the Fund Administration Servicing Agreement, dated as of April 6, 2011, 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, a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add the CornerCap Small-Cap Value Fund and to add the corresponding fee schedule to the Agreement; and

WHEREAS, Section 10 of the Agreement allows for its amendment by a written instrument executed by both parties.

    NOW, THEREFORE, the parties agree as follows:

1.Exhibit CC is hereby added to the Agreement and attached hereto effective on November 21, 2022.

2.The CornerCap Small-Cap Value Fund is added to the agreement effective on November 21, 2022.

3.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 first written above.

MANAGED PORTFOLIO SERIES			U.S. BANK, N.A.
By: /s/ Brian Wiedmeyer			By: /s/ Jason Hadler
Name: Brian Wiedmeyer			Name: Jason Hadler
Title: President			Title: SVP
Date: September 7, 2022			Date: 9/15/2022

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Exhibit CC to the Managed Portfolio Series Fund Accounting Agreement

Name of Series    

    

CornerCap Small-Cap Value Fund    

Fund Administration, Fund Accounting & Portfolio Compliance Services Fee Schedule

Annual Fee Based Upon Average Net Assets per Fund*

[ ] basis points on the first $[ ] million

[ ] basis points on the next $[ ] million

[ ] basis points on the balance

Minimum Annual Fee: $[ ] per fund

Additional fee of $[ ] for each additional class, Controlled Foreign Corporation (CFC), and/or sub-advisor

Services Included in Annual Fee Per Fund

Advisor Information Source – On-line access to portfolio management and compliance information.

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

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

Core Tax Services – See Additional Services Fee Schedule

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

Data Services

Pricing Services

$[ ] – Listed 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, Governments and 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 Corporate; Government and Agency 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 above 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 CDOs, and complex derivative instruments which may result in additional swap setup fees.

Corporate Action and Factor 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

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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, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, liquidity classification fees, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and travel related costs.

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.

Fund Administration & Portfolio Compliance

Additional Services Fee Schedule

Transfer In-Kind

Tax Free Transfer In-Kind Cost Basis Tracking* – $[ ] per sub-account per year

Daily Compliance Services (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

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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 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.

Fees for Special Situation:

Fee will be accessed.

Rule 2a-5 Reporting (valuation reporting and support):

$[ ] per fund

Customized delivery of data:

TBD

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

Tax Reporting – MLP 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

oSign state income tax returns – $[ ] per state return

oAssist in filing state income tax returns – Included with preparation of returns

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

CornerCap Investment Counsel
By: /s/ J. CannonCarr
Name: J. CannonCarr, Jr.
Title: CEO
Date: 9/19/22

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