MANAGED PORTFOLIO SERIES

AMENDED AND RESTATED DISTRIBUTION PLAN

(12b-1 Plan)

The following Amended and Restated Distribution Plan (the “Plan”) has been adopted pursuant to

Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”), by Managed Portfolio

Series (the “Trust”), a Delaware statutory trust, on behalf of the series of the Trust listed on Schedule A as

may be amended from time to time (each, a “Fund. The Plan has been approved by a majority of the

Trust’s Board of Trustees (the “Board”), including a majority of the Trustees who are not interested

persons of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in

any Rule 12b-1 Agreement (as defined below) (the “Disinterested Trustees”), cast in person at a meeting

called for the purpose of voting on such Plan.

In approving the Plan, the Board determined that adoption of the Plan would be prudent and in

the best interests of the Fund and its shareholders.  Such approval by the Board of Trustees included a

determination, in the exercise of its reasonable business judgment and in light of its fiduciary duties, that

there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders.

The provisions of the Plan are as follows:

1.PAYMENTS BY THE FUND TO PROMOTE THE SALE OF FUND SHARES

The Trust, on behalf of the Fund, will pay Quasar Distributors, LLC (the “Distributor”), as

principal distributor of each Fund’s shares, a Rule 12b-1 distribution and shareholder services equal to a

percentage of the average daily net assets of each class of a Fund as shown on Schedule A in connection

with the promotion and distribution of Fund shares and the provision of personal services to shareholders,

including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling

personnel, the printing and mailing of prospectuses to other than current Fund shareholders, and the

printing and mailing of sales literature.  The Distributor may pay all or a portion of these fees to any

registered securities dealer, financial institution or any other person (the “Recipient”) who renders

assistance in distributing or promoting the sale of shares, or who provides certain shareholder services,

pursuant to a written agreement (the “Rule 12b-1 Agreement”), a form of which is attached hereto as

Appendix A with respect to each Fund.  To the extent not so paid by the Distributor, such amounts may

be retained by the Distributor.  Payment of these fees shall be made monthly promptly following the close

of the month.  Institutional Class Shares of the Funds are not subject to this Plan.

2.RULE 12B-1 AGREEMENTS

(a)No Rule 12b-1 Agreement shall be entered into with respect to the Fund and no payments

shall be made pursuant to any Rule 12b-1 Agreement, unless such Rule 12b-1 Agreement is in writing

and the form of which has first been delivered to and approved by a vote of a majority of the Board, and

of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on such Rule

12b-1 Agreement.  The form of Rule 12b-1 Agreement relating to the Fund attached hereto as Appendix

A has been approved by the Board as specified above.

(b)Any Rule 12b-1 Agreement shall describe the services to be performed by the Recipient

and shall specify the amount of, or the method for determining, the compensation to the Recipient.

(c)No Rule 12b-1 Agreement may be entered into unless it provides (i) that it may be

terminated with respect to the Fund at any time, without the payment of any penalty, by vote of a majority

of the shareholders of the Fund, or by vote of a majority of the Disinterested Trustees, on not more than

60 days’ written notice to the other party to the Rule 12b-1 Agreement, and (ii) that it shall automatically

terminate in the event of its assignment.

(d)Any Rule 12b-1 Agreement shall continue in effect for a period of more than one year

from the date of its execution only if such continuance is specifically approved at least annually by a vote

of a majority of the Board, and of the Disinterested Trustees, cast in person at a meeting called for the

purpose of voting on such Rule 12b-1 Agreement.

3.QUARTERLY REPORTS

The Distributor shall provide to the Board, and the Board shall review at least quarterly, a written

report of all amounts expended pursuant to the Plan.  This report shall include the identity of the recipient

of each payment and the purpose for which the amounts were expended and such other information as the

Board may reasonably request.

4.EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall become effective immediately upon approval by the vote of a majority of the

Board, and of the Disinterested Trustees, cast in person at a meeting called for the purpose of voting on

the approval of the Plan.  The Plan shall continue in effect with respect to each Fund for a period of one

year from its effective date unless terminated pursuant to its terms.  Thereafter, the Plan shall continue

with respect to each Fund from year to year, provided that such continuance is approved at least annually

by a vote of a majority of the Board of Trustees, and of the Disinterested Trustees, cast in person at a

meeting called for the purpose of voting on such continuance.  The Plan, or any Rule 12b-1 agreement,

may be terminated with respect to each Fund at any time, without penalty, on not more than 60 days’

written notice by a majority vote of shareholders of the Fund, or by vote of a majority of the Disinterested

Trustees.

5.SELECTION OF DISINTERESTED TRUSTEES

During the period in which the Plan is effective, the selection and nomination of those Trustees

who are Disinterested Trustees of the Trust shall be committed to the discretion of the Disinterested

Trustees.

6.AMENDMENTS

All material amendments of the Plan shall be in writing and shall be approved by a vote of a

majority of the Board, and of the Disinterested Trustees, cast in person at a meeting called for the purpose

of voting on such amendment.  In addition, the Plan may not be amended to increase materially the

amount to be expended by the Fund hereunder without the approval by a majority vote of shareholders of

the Fund.

7.RECORDKEEPING

The Trust shall preserve copies of the Plan, any Rule 12b-1 Agreement and all reports made

pursuant to Section 3 for a period of not less than six years from the date of this Plan, any such Rule

12b-1 Agreement or such reports, as the case may be, the first two years in an easily accessible place.

(Originally adopted February 23, 2022; Amended and Restated August 19, 2026)

SCHEDULE A

Series of Managed Portfolio Series		Rule 12b-1 Fee
Kensington Managed Income Fund
Class C Shares		1.00%
Institutional Class Shares		None
Class A Shares		0.25%
Kensington Dynamic Growth Fund
Class C Shares		1.00%
Institutional Class Shares		None
Class A Shares		0.25%
Kensington Active Advantage Fund
Class C Shares		1.00%
Institutional Class Shares		None
Class A Shares		0.25%
Kensington Hedged Premium Income ETF		0.25%
Kensington Credit Opportunities ETF		0.25%
Kensington Premium Opportunities ETF		0.25%

Appendix A

Rule 12b-1 Related Agreement

[Distributor Address]

[Date]

[Name, Address of Recipient]

Ladies and Gentlemen:

This letter will confirm our understanding and agreement with respect to payments to be made to

you pursuant to a Distribution Plan (the “Plan”) adopted by Managed Portfolio Series (the “Trust”), on

behalf of each series of the Trust listed on Schedule A as may be amended from time to time (each, a

“Fund”), pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Act”). 

The Plan and this related agreement (the “Rule 12b-1 Agreement”) have been approved by a majority of

the Board of Trustees of the Trust (the “Board”), including a majority of the Board who are not

“interested persons” of the Trust, as defined in the Act, and who have no direct or indirect financial

interest in the operation of the Plan or in this or any other Rule 12b-1 Agreement (the “Disinterested

Trustees”), cast in person at a meeting called for the purpose of voting thereon.  Such approval included a

determination by the Board that, in the exercise of its reasonable business judgment and in light of its

fiduciary duties, there is a reasonable likelihood that the Plan will benefit the each of the Fund’s

shareholders.

1.To the extent you provide distribution and marketing services in the promotion of the

Fund’s shares and/or services to the Fund’s shareholders, including furnishing services and assistance to

your customers who invest in and own shares, including, but not limited to, answering routine inquiries

regarding the Fund and assisting in changing account designations and addresses, we shall pay you a fee

as described on Schedule A.  We reserve the right to increase, decrease or discontinue the fee at any time

in our sole discretion upon written notice to you.

You agree that all activities conducted under this Rule 12b-1 Related Agreement will be

conducted in accordance with the Plan, as well as all applicable state and federal laws, including the Act,

the Securities Exchange Act of 1934, the Securities Act of 1933, the U.S. PATRIOT Act of 2001 and any

applicable rules of the Financial Industry Regulatory Authority.

2.You shall furnish us with such information as shall reasonably be requested either by the

Board or by us with respect to the services provided and the fees paid to you pursuant to this Rule 12b-1

Agreement.

3.We shall furnish to the Board, for its review, on a quarterly basis, a written report of the

amounts expended under the Plan by us and the purposes for which such expenditures were made.

4.This Rule 12b-1 Agreement may be terminated: (a) on 60 days’ written notice after the

vote of a majority of shareholders, or (b) at any time by the vote of a majority of the Disinterested

Trustees, in each case, without payment of any penalty.  In addition, this Rule 12b-1 Agreement will be

terminated by any act which terminates the Plan or the Distribution Agreement between the Trust and us

and shall terminate immediately in the event of its assignment.  This Rule 12b-1 Agreement may be

amended by us upon written notice to you, and you shall be deemed to have consented to such

amendment upon effecting any purchases of shares for your own account or on behalf of any of your

customer’s accounts following your receipt of such notice.

5.This Rule 12b-1 Agreement shall become effective on the date accepted by you and shall

continue in full force and effect so long as the continuance of the Plan and this Rule 12b-1 Agreement are

approved at least annually by a vote of the Board and of the Disinterested Trustees, cast in person at a

meeting called for the purpose of voting thereon.  All communications to us should be sent to the above

address.  Any notice to you shall be duly given if mailed or faxed to you at the address specified by you

below.

Quasar Distributors, LLC

By:

Name:

Title:

Accepted:

(Dealer or Service Provider Name)

(Street Address)

(City)(State)(ZIP)

(Telephone No.)

(Facsimile No.)

By:

(Name and Title)

Schedule A

to the

Rule 12b-1 Related Agreement

Series of Managed Portfolio Series		Rule 12b-1 Fee
Kensington Managed Income Fund
Class C Shares		1.00%
Institutional Class Shares		None
Class A Shares		0.25%
Kensington Dynamic Growth Fund
Class C Shares		1.00%
Institutional Class Shares		None
Class A Shares		0.25%
Kensington Active Advantage Fund
Class C Shares		1.00%
Institutional Class Shares		None
Class A Shares		0.25%
Kensington Hedged Premium Income ETF		0.25%
Kensington Credit Opportunities ETF		0.25%
Kensington Premium Opportunities ETF		0.25%

For all services rendered pursuant to the Rule 12b-1 Agreement, we shall pay you a fee calculated as

follows:

The above fee as a percentage of the average daily net assets of the Fund (computed on an annual

basis) which are owned of record by your firm as nominee for your customers or which are owned by

those customers of your firm whose records, as maintained by the Trust or its agent, designate your firm

as the customer’s dealer or service provider of record.

We shall make the determination of the net asset value, which determination shall be made in the

manner specified in the Fund’s current prospectus, and pay to you, on the basis of such determination, the

fee specified above, to the extent permitted under the Plan.