AMENDMENT TO THE
MANAGED PORTFOLIO SERIES
TRANSFER AGENT SERVICING AGREEMENT

THIS AMENDMENT dated as of the last date on the signature block, to the Transfer Agent 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 12 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 SERIESU.S. BANK, N.A.
By: /s/ Brian Wiedmeyer
By: /s/ Gragory Farley
Name: Brian Wiedmeyer Name: Greg Farley
Title: President Title: SVP
Date: September 7, 2022 Date: 9/15/2022



1



Exhibit CC to the Managed Portfolio Series Fund Accounting Agreement

Name of Series    
    
CornerCap Small-Cap Value Fund    
Transfer Agent, Shareholder & Account Services Fee Schedule
Annual Service Charges to the Fund*
Base Fee per CUSIP            $[ ] for each CUSIP in Fund Complex
Open Accounts                $[ ] per open account
Closed (zero balance) Accounts         $[ ] per closed account
Daily Accrual Fund Accounts        $[ ] per open 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
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, training, cost basis reporting, investor email services, dealer reclaim services, literature fulfillment, money market fund service organizations, charges paid by investors, 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.

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.

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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.


















3



Transfer Agent & Shareholder Services
Additional Services Fee Schedule
Charges Paid by Investors
Shareholder accounts will be charged based upon the type of activity and type of account, including the following:
Qualified Plan Fees
$[ ] per qualified plan account or Coverdell ESA account (Cap at $[ ] per SSN)
$[ ] per transfer to successor trustee
$[ ] per participant distribution (Excluding SWPs)
$[ ] per refund of excess contribution
$[ ] per reconversion/recharacterization
Additional Shareholder Paid Fees
$[ ] per outgoing wire transfer or overnight delivery
$[ ] per telephone exchange
$[ ] per return check or ACH or stop payment
$[ ] per statement year requested per account (This fee applies to research requests for statements older than the prior year)
Digital Investor
Shareholder account access through the internet. Shareholders can securely access account information, conduct financial transactions, and perform account maintenance activities. Electronic document delivery is also available as an adjunct service. Digital Investor includes user interface which caters to a full range of connected devices, including tablets and smart phones. The standard implementation comes with advanced authentication, eCommerce inspired workflows, and a base package of transaction and maintenance functionality.
Implementation
$[ ] –per fund group, Inquiry only - no transaction capabilities
$[ ] per fund group, base transactional and maintenance functionality
Three year minimum term

DescriptionSchedule
Annual Fee – Based on Login Volume
Up to 100,000$[ ]
100,000 – 999,999$[ ]
1,000,000+$[ ]
Activity Fees
Per Login$[ ] per event
Login Challenge (email or SMS Text)$[ ] per event
Inquiry$[ ] per event
Account Maintenance$[ ] per event
Transaction – financial transactions, duplicate statements requests, etc.$[ ] per event
New Account Set-up$[ ] per event
Bank Verification Attempt$[ ] per event

Optional features with additional implementation fees and ongoing fees are available. A full feature list and quote is available upon request.
4



Informa Shareholder Electronic Statement Services
Electronic Confirm Presentation
eCDLY will load shareowner daily confirmations and send notification to consented shareowners of a new document to view.
Document Loading, Storage, and Access – $[ ] per statement
Document Consent Processing, Suppression, and Notification – $[ ] per suppressed statement
Development & Implementation of Electronic Confirm Statements – $[ ] initial setup fee
Electronic Investor Statement Presentation
eStatements will load shareowner investor statements in a PDF format and send notification to the consented shareowners of a new document to view.
Document Loading, Storage, and Access – $[ ] per statement
Document Consent Processing, Suppression, and Notification – $[ ] per suppressed statement
Development & Implementation of Electronic Investor Statements – $[ ] initial setup fee
Electronic Tax Presentation
eTax will load TA2000 tax forms and send notification to the consented shareowners of a new document to view.
Document Loading, Storage, and Access – $[ ] per statement
Document Consent Processing, Suppression, and Notification – $[ ] per suppressed statement
Development & Implementation of Electronic Tax Statements – $[ ] initial setup fee
Electronic Compliance Presentation
eCompliance allows consented users to receive an email containing a link to the respective compliance material for each compliance run.
Document Consent Processing, Suppression, and Notification – $[ ] per suppressed statement
Development & Implementation of Electronic Compliance Documents – $[ ] initial setup fee
Related Digital Investor Fees
View Consent Enrollment – $[ ] per transaction
Consent Enrollment – $[ ] per transaction
View Statements – $[ ] per view
Notes:
Statements presented as PDF documents
Statements will be loaded for all accounts, regardless of consent
Three year minimum term
Storage for two years included in Document Loading, Storage and Access fee. Archive fee of $[ ] per document per year for three years and greater, if desired

Digital Investor customization charges apply
FAN Mail
Financial planner mailbox provides transaction, account and price information to financial planners and small broker/dealers for import into a variety of financial planning software packages.
Base Fee Per Management Company – file generation and delivery – $[ ] per year
Per Record Charge
Rep/Branch/ID – $[ ]
Dealer – $[ ]
Price Files – $[ ] per record or $[ ] per user per month, whichever is less
Vision Electronic Statement Services
Online account access for broker/dealers, financial planners, and RIAs.
Account inquiry
Inquiry - $[ ] per event
Vision ID - $[ ] per month per ID
Transaction Processing*
Implementation Fee - $[ ] per Management Company
Transaction – purchase, redeem, and exchange - $[ ] per event
Monthly Minimum Charge - $[ ] per month
Electronic Statements*
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Implementation- $[ ] per fund group
Load charges-$[ ] per image
Archive charge (for any image stored beyond 2 years)-$[ ] per document

*Vision ID and event charges also apply.
Threatmetrix Services:

DescriptionMonthly ScheduleAnnualized
MFA Annual Product Fee
Below 1000 IDs$[ ]$[ ]
1000-3450 IDs$[ ]$[ ]
3451 IDs and above$[ ]$[ ]

Electronic Correspondence
Upon consent from shareholder caller, forms and fulfillment pieces can be sent via email through a secured service rather than mailed.
$[ ] per Email
Client Web Data Access
U.S. Bank client on-line access to fund and investor data through U.S. Bank technology applications and data delivery and security software. 
STAT – Statement and Tax Form Storage & Retrieval
Setup: $[ ] per user
Support: $[ ] per user per month
ReportSource – Report and Data File Storage & Retrieval
Setup: Included in initial fund setup on Transfer Agent system
$[ ] per user per month
Additional Data Delivery Services
Ad Hoc/PowerSelect File Development
Standard ad-hoc select: $[ ] per file
Custom coded data for recurring, scheduled delivery: $[ ] per hour consultation and programming development
Support: $[ ] per file per month for recurring files/reports scheduled for delivery.
Recurring files scheduled for delivery via Pivot or Managed File Services.
Custom Electronic File Exchange (MFS delivery of standard TIP files)
Setup: $[ ] one-time fee
Support: $[ ] per file per month
Chat Services
Implementation Fee – $[ ]
Monthly Fee – $[ ] per month
Per Chat Fee – $[ ] per chat or $[ ] per minute of chat
Electronic Form Delivery and Signature Capture
Implementation fee – $[ ] (includes 15 forms)
Additional setup fee – $[ ] for each additional form and email template
Form and fund logo modifications – $[ ] per form, $[ ] per updated Fund Logo
Monthly minimum fee – $[ ] per month
Per electronic envelope Fee – $[ ]
Recordkeeping Application Access
Internet VPN – Infrastructure to allow for application accessibility to host systems and file transfers
$[ ] implementation
$[ ] per month
Physical Network – Infrastructure to allow for application accessibility to host systems and file transfers
6



Cost varies depending upon location and bandwidth
TA2000 3270 Emulation (Mainframe Green Screen) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access.
$[ ] implementation
$[ ] per ID per month
TA2000 Desktop (Graphic User Interface to the TA2000 Mainframe) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access provisioning.
$[ ] implementation
$[ ] per ID per month
TA2000 SmartDesk (Web Application to TA2000 Mainframe) – Account inquiry only.
$[ ] implementation
$[ ] per ID per month
Automated Work Distributor (AWD) – Image and workflow application.
$[ ] implementation
$[ ] per ID per month
Same Day Cash Management (SDCM) – Fund level transaction and cash reporting.
$[ ] implementation
$[ ] per ID per month
PowerSelect – SQL database used for ad hoc reporting from the shareholder recordkeeping system.
$[ ] per month
Programming Services
$[ ] per hour (subject to change)
Charges incurred for customized services based upon fund family requirements including but not limited to:
Fund setup programming (transfer agent system, statements, options, etc.)
Customized service development
Voice response system setup (menu selections, shareholder system integration, testing, etc.)
All other client specific customization and/or development services
Cost Basis Reporting
Annual reporting of shareholder cost basis for non-fiduciary direct accounts.
$[ ] per direct open account per year
Email Services
Services to capture, queue, monitor, service and archive shareholder email correspondence:
$[ ] setup per fund group
$[ ] per month administration
$[ ] per received email correspondence
Dealer Reclaim Services
Services reclaim fund losses due to the pricing differences for dealer trade adjustments such as between dealer placed trades and cancellations. There will be no correspondence charges related to this service.
$[ ] per fund group per month
CTI Reporting
Integrated custom detailed call reporting – $[ ] per monthly report
Shareholder Call Review Analysis
Includes Call Sampling sent securely to client and Reporting of internal representative reviews.
$[ ] per Month
Dealer Survey Completion
Dealer fund survey requests – $[ ] per hour for completion and quality validation
Fund Event* Services
Programming & File Delivery – $[ ]/hour
Project Management/Analysis – $[ ]/hour
Account Data Retention – $[ ]/account/month until purged*
CUSIP Data Retention – $[ ]/CUSIP/month until purged*

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*Fund Event are defined as Fund Liquidations, De-conversions, Mergers, Fully History Conversions (Manual and Systematic) and Non Taxable Reorganizations (into U.S. Bank or out to another Transfer Agent). FINCEN regulations require account retention for 12 months following closing. Data is purged the first July after retention requirements have been fulfilled.
CUSIP Setup
CUSIP Setup beyond the initial CUSIP – $[ ] per CUSIP
Expedited CUSIP Setup – $[ ] per CUSIP (Less than 35 days)
Fund Characteristic Change
Fund Name Change – $[ ] per fund/ per change
Fund CUSIP Change – $[ ] per fund/ per change
MARS Sales Reporting & Compliance Services
Standard MARS Implementation Cost
$[ ] – $[ ] MARS Sales Reporting Module, CRM Module or 22c-2 Compliance Module (Includes up to one year of DST/TA2000 data)
Standard MARS Products & Services (Monthly fees)
$[ ] MARS Sales & Compliance Reporting (Includes 1 Sale & 1 Compliance Users)
$[ ] MARS Sales Reporting (Includes 1 Sales Users)
$[ ] MARS 22c-2 Compliance (Includes 1 Compliance Users)

Basic support includes file import assistance, database query requests, compliance report monitoring/review/analysis (only with compliance module), and business requirement analysis. Additional Enhanced Services support can be negotiated. Any System Upgrades & Enhancements (quoted separately through a Statement of Work). Base includes initial four dealer interfaces plus DST. Each additional interface requires a setup fee and monthly maintenance fee. Storage allocation includes initial 10GB of data. Each additional 1GB of storage space is $[ ] per month.

Standard MARS System Setup & Implementation Costs
$[ ] – SalesForce.com Integration (if added after initial MARS implementation)
$[ ] – Custom Data Interface
$[ ] – OmniSERV Setup ($[ ] Monthly Maintenance Fee)
$[ ] – Standard DCIO Interface Setup ($[ ] Monthly Maintenance Fee)
$[ ] – Standard Interface Setup ($[ ] Monthly Maintenance Fee)
$[ ] – Additional OmniSERV Interface ($[ ] Monthly Maintenance Fee)




Standard MARS Licenses (Monthly Fee Per User)
$[ ] – Sales Reporting
$[ ] – 22c-2 Compliance
$[ ] – CRM
$[ ] – SFDC

MARS Training (in-person):
$[ ] /day plus travel and out-of-pocket expenses.

Data scrubbing/Transaction cleaning (daily cleaning of firm, office and rep information):

Transaction cleaning Fees:

Item DescriptionMonthly cleaning fees
Monthly Transactions 0 – 5K$[ ]
Monthly Transactions 5K – 7.5K$[ ]
Monthly Transactions 7.5K – 10K$[ ]
Monthly Transactions 10K – 15K$[ ]
Monthly Transactions 15K - 20k$[ ]
8



Monthly Transactions 20k - 40k$[ ]
Monthly Transactions 40k - 60k$[ ]
Monthly Transactions 60k - 80k$[ ]
Monthly Transactions 80k - 100k$[ ]
Monthly Transactions 100k - 120k$[ ]
Monthly Transactions 120k - 140k$[ ]
Monthly Transactions 140k - 160k$[ ]
Monthly Transactions 160k - 180k$[ ]
Monthly Transactions 180k - 200k$[ ]
Monthly Transactions 200k - 220k$[ ]
Monthly Transactions 220k - 240k$[ ]
Monthly Transactions 240k - 260k$[ ]
Monthly Transactions 260k - 280k$[ ]
Monthly Transactions 280k - 300k$[ ]
Monthly Transactions 300k-320k$[ ]
Monthly Transactions 320k-340k$[ ]
Monthly Transactions 340k-360k$[ ]
Monthly Transactions 360k-380k$[ ]
Monthly Transactions 380k-400k$[ ]
Monthly Transactions 400k-420k$[ ]
Monthly Transactions 420k-440k$[ ]
Monthly Transactions 440k-460k$[ ]
Monthly Transactions 460k-480k$[ ]
Monthly Transactions 480k-500k$[ ]
Monthly Transactions 500k-520k$[ ]
Monthly Transactions 520k-540k$[ ]
Monthly Transactions 540k-560k$[ ]
Monthly Transactions 560k-580k$[ ]
Monthly Transactions 580k-600k$[ ]
Monthly Transactions 600K-620k$[ ]
Monthly Transactions 620k-640k$[ ]
Monthly Transactions 640k-660k$[ ]
Monthly Transactions 660k-680k$[ ]
Monthly Transactions 680k-700k$[ ]
Monthly Transactions 700k-720k$[ ]
Monthly Transactions 720k-740k$[ ]
Monthly Transactions 740k-760k$[ ]
Monthly Transactions 760k-780k$[ ]
Monthly Transactions 780k-800k$[ ]
Monthly Transactions 800k-820k$[ ]
Monthly Transactions 820k-840k$[ ]
Monthly Transactions 840k-860k$[ ]
Monthly Transactions 860k-880k$[ ]
Monthly Transactions 880k-900k$[ ]
Monthly Transactions 900k-920k$[ ]
Monthly Transactions 920k-940k$[ ]
Monthly Transactions940k-960k$[ ]
9



Monthly Transactions 960k-980k$[ ]
Monthly Transactions 980k-1m$[ ]



Additional Products & Services (Quoted Separately):
CFG Fulfillment, Customer/Account Module, Document Management, Exact Target, iPad/iPhone, Mapping Integration, Merrill Lynch (Compliance Only), Profiling, Market Metrics, Team Buying Units and RIA Monthly Load.

The implementation fee will be charged the month following the signed statement of work. Monthly Billing commences once you are live on the MARS system. A project plan will be put in place to clean all historical transactions once live on the MARS system. This will take several months to complete. The system will need one month of testing and report setup after go-live. This statement of work is valid for 60 days from the date requested. Once signed this agreement is binding for two years. MARS pricing does not include any fees imposed by intermediaries such as OmniServ
MARS Lite Implementation Cost – Eligibility Based on AUM and Transaction Size:
$[ ] – MARS Lite Base Sales Reporting Only (Includes up to one year of historical DST/TA2000 data)

MARS Lite Products & Services (Monthly fees):
$[ ] MARS Sales & Compliance Reporting
$[ ] MARS Sales Reporting Only
$[ ] MARS 22c-2 Compliance Only

Once an AUM of $1,000,000,000 has been reached client must transition to a Standard MARS environment. Additional fees will be negotiated. After an AUM range is surpassed, the monthly services fee would not decrease regardless of negative fluctuations.

Basic support includes file import assistance, database query requests, compliance report monitoring/review/analysis (only with compliance module), and business requirement analysis. Additional Enhanced Services support can be negotiated. Any System Upgrades & Enhancements (quoted separately through a Statement of Work). Base includes initial two dealer interfaces plus DST. Each additional interface requires a setup fee and monthly maintenance fee. Storage allocation includes initial 10GB of data. Each additional 1GB of storage space is $[ ] per month. No CRM real-time integration. There is no system access with MARS Lite.

MARS Lite System Setup & Implementation Costs (One-time fee):
$[ ] – Custom Data Interface
$[ ] – Additional OmniSERV Setup ($[ ] Monthly)
$[ ] – Standard DCIO Interface Setup ($[ ] Monthly)
$[ ] – Standard Interface Setup ($[ ] Monthly)

Data scrubbing/Transaction cleaning (daily cleaning of firm, office and rep information):

Transaction cleaning Fees:

Item DescriptionMonthly cleaning fees
Monthly Transactions 0 – 5K$[ ]
Monthly Transactions 5K – 7.5K$[ ]
Monthly Transactions 7.5K – 10K$[ ]
Monthly Transactions 10K – 15K$[ ]
Monthly Transactions 15K - 20k$[ ]
Monthly Transactions 20k - 40k$[ ]
Monthly Transactions 40k - 60k$[ ]
Monthly Transactions 60k - 80k$[ ]
Monthly Transactions 80k - 100k$[ ]
Monthly Transactions 100k - 120k$[ ]
Monthly Transactions 120k - 140k$[ ]
Monthly Transactions 140k - 160k$[ ]
10



Monthly Transactions 160k - 180k$[ ]
Monthly Transactions 180k - 200k$[ ]
Monthly Transactions 200k - 220k$[ ]
Monthly Transactions 220k - 240k$[ ]
Monthly Transactions 240k - 260k$[ ]
Monthly Transactions 260k - 280k$[ ]
Monthly Transactions 280k - 300k$[ ]
Monthly Transactions 300k-320k$[ ]
Monthly Transactions 320k-340k$[ ]
Monthly Transactions 340k-360k$[ ]
Monthly Transactions 360k-380k$[ ]
Monthly Transactions 380k-400k$[ ]
Monthly Transactions 400k-420k$[ ]
Monthly Transactions 420k-440k$[ ]
Monthly Transactions 440k-460k$[ ]
Monthly Transactions 460k-480k$[ ]
Monthly Transactions 480k-500k$[ ]
Monthly Transactions 500k-520k$[ ]
Monthly Transactions 520k-540k$[ ]
Monthly Transactions 540k-560k$[ ]
Monthly Transactions 560k-580k$[ ]
Monthly Transactions 580k-600k$[ ]
Monthly Transactions 600K-620k$[ ]
Monthly Transactions 620k-640k$[ ]
Monthly Transactions 640k-660k$[ ]
Monthly Transactions 660k-680k$[ ]
Monthly Transactions 680k-700k$[ ]
Monthly Transactions 700k-720k$[ ]
Monthly Transactions 720k-740k$[ ]
Monthly Transactions 740k-760k$[ ]
Monthly Transactions 760k-780k$[ ]
Monthly Transactions 780k-800k$[ ]
Monthly Transactions 800k-820k$[ ]
Monthly Transactions 820k-840k$[ ]
Monthly Transactions 840k-860k$[ ]
Monthly Transactions 860k-880k$[ ]
Monthly Transactions 880k-900k$[ ]
Monthly Transactions 900k-920k$[ ]
Monthly Transactions 920k-940k$[ ]
Monthly Transactions940k-960k$[ ]
Monthly Transactions 960k-980k$[ ]
Monthly Transactions 980k-1m$[ ]

The implementation fee will be charged the month following the signed statement of work. Monthly Billing commences once you are live on the MARS system. A project plan will be put in place to clean all historical transactions once live on the MARS system. This will take several months to complete. The system will need one month of testing and report setup after go-live. This statement of work is valid for 60 days from the date requested. Once signed this agreement is binding for two years. MARS pricing does not include any fees imposed by intermediaries such as OmniServ. To qualify for MARS Lite a fund’s AUM must be under one billion dollars. Once a client has reached and AUM of $1 billion in the MARS Lite
11



environment a separate Work Order will be required to transition to a Standard MARS environment. There may be fees associated with this transition.


CornerCap Investment Counsel
By: /s/ J. CannonCarr
Name: J. CannonCarr, Jr.
Title: CEO
Date: 9/19/22
12