SECOND AMENDMENT TO THE
OPERATING EXPENSES LIMITATION AGREEMENT
THIS SECOND AMENDMENT dated effective as of the 22nd day of January, 2026, to
the Operating Expenses Limitation Agreement, dated as of February 23, 2022, as amended (the
“Agreement”), is entered into by and between Managed Portfolio Series, a Delaware statutory
trust (“Trust”) and Kensington Asset Management, LLC, a Texas limited liability company (the
“Adviser”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to incorporate expenses
associated with a newly created share class of a series of the Trust.
NOW, THEREFORE, the parties agree that Section 2 of the Agreement is hereby
amended and restated as follows:
2. DEFINITION. For purposes of this Agreement, the term “Operating Expenses” with
respect to each class of a Fund, is defined to include all expenses necessary or appropriate
for the operation of the Fund and each of its classes, including the Adviser’s investment
advisory or management fee detailed in the Investment Advisory Agreement, and other
expenses described in the Investment Advisory Agreement, but does not include any Rule
12b-1 fees, shareholder servicing plan fees, administrative servicing fees, front-end or
contingent deferred loads, taxes, leverage/borrowing interest, interest expense, dividends
paid on short sales, brokerage commissions, acquired fund fees and expenses, expenses
incurred in connection with any merger or reorganization, or extraordinary expenses such
as litigation.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
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