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Managed Portfolio Series

615 East Michigan Street | Milwaukee, Wisconsin 53202

April 24, 2023

Mr. Raymond Be

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

Re: Managed Portfolio Series (the “Trust”)

Kensington Managed Income Fund,

Kensington Dynamic Growth Fund, and

Kensington Active Advantage Fund (the “Funds”)

File Nos. 333-172080 and 811-22525

Dear Mr. Be:

This correspondence responds to comments that the Trust received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission with respect to Post-Effective Amendment No. 560 to the Trust’s Registration Statement on Form N-1A filed February 27, 2023 (the “Amendment”) with respect to the Funds, each a series of the Trust. For your convenience, the comments have been reproduced with a response following each comment. Capitalized terms not otherwise defined have the same meaning as in the Amendment.

Comment 1.

 Please supplementally provide the final fee table for each Fund.  Please also supplementally confirm the basis for estimating each Fund’s “other expenses.”

Response: The fee table for each Fund is provided supplementally below.  In addition, the Trust supplementally confirms that each Fund’s “other expenses” are based upon its expenses for its most recent fiscal year ended December 31, 2022.

Kensington Managed Income Fund

Shareholder Fees

(fees paid directly from your investment)

 Class A Institutional

Class

 Class C

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

 4.75% None None

Maximum Deferred Sales Charge (Load)(1) (as a % of original purchase price)

 None None 1.00%

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 Class A Institutional

Class

 Class C

Management Fees 1.25% 1.25% 1.25%

Distribution and/or Service (12b-1) Fees 0.25% 0.00% 1.00%

Other Expenses 0.13% 0.13% 0.13%

Acquired Fund Fees and Expenses(2)

 0.07% 0.07% 0.07%

Total Annual Fund Operating Expenses 1.70% 1.45% 2.45%

Fee Waiver/Reimbursement or Recoupment(3)

 -0.03% -0.03% -0.03%

Total Annual Fund Operating Expenses after Fee Waiver/Reimbursement or Recoupment 1.67% 1.42% 2.42%

1)The Fund’s distributor may advance to, or reimburse, the Fund 1.00% of the purchase price in connection with 12b-1 fees advanced to authorized broker-dealers on purchases of Class C shares. However, when the distributor makes such a payment, the respective Class C shares are subject to a 1.00% contingent deferred sales charge (“CDSC”) payable to the distributor on shares redeemed prior to the first 12 months after their purchase. Shareholders will be notified at the time of purchase if the shares purchased are subject to this CDSC.

2)Acquired Fund Fees and Expenses (“AFFE”) are indirect costs of investing in other investment companies. The operating expenses in this fee table do not correlate to the expense ratio in the Fund’s financial highlights because the financial statements include only the direct operating expenses incurred by the Fund and not the indirect costs of investing in other investment companies.

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3)Kensington Asset Management, LLC (the “Adviser”) has contractually agreed to waive its management fee and pay Fund expenses to ensure that Total Annual Fund Operating Expenses (excluding AFFE, leverage/borrowing interest, interest expense, dividends paid on short sales, taxes, brokerage commissions,  extraordinary expenses, and distribution (12b‑1) fees and expenses) do not exceed 1.35% of the average net assets of the applicable share class.  Fees waived and expenses paid by the Adviser may be recouped by the Adviser for a period of 36 months following the month during which such fee waiver and expense payment was made if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee waiver and expense payment occurred and the expense limit in effect at the time of recoupment. The Operating Expense Limitation Agreement is indefinite in term and cannot be terminated through at least June 30, 2024. Thereafter, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s Board of Trustees (the “Board”) or the Adviser.

Kensington Dynamic Growth Fund

Shareholder Fees

(fees paid directly from your investment)

 Class A Institutional

Class

 Class C

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

 4.75% None None

Maximum Deferred Sales Charge (Load)(1) (as a % of original purchase price)

 None None 1.00%

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 Class A Institutional

Class

 Class C

Management Fees 1.25% 1.25% 1.25%

Distribution and/or Service (12b-1) Fees 0.25% 0.00% 1.00%

Other Expenses

 0.14% 0.14% 0.14%

Acquired Fund Fees and Expenses(2)

 0.04% 0.04% 0.04%

Total Annual Fund Operating Expenses 1.68% 1.43% 2.43%

Fee Waiver/Reimbursement or Recoupment(3)

 -0.01% -0.01% -0.01%

Total Annual Fund Operating Expenses After Fee Waiver/Reimbursement or Recoupment 1.67% 1.42% 2.42%

1)The Fund’s distributor may advance to, or reimburse, the Fund 1.00% of the purchase price in connection with 12b-1 fees advanced to authorized broker-dealers on purchases of Class C shares. However, when the distributor makes such a payment, the respective Class C shares are subject to a 1.00% contingent deferred sales charge (“CDSC”) payable to the distributor on shares redeemed prior to the first 12 months after their purchase. Shareholders will be notified at the time of purchase if the shares purchased are subject to this CDSC.

2)Acquired Fund Fees and Expenses (“AFFE”) are indirect costs of investing in other investment companies. The operating expenses in this fee table do not correlate to the expense ratio in the Fund’s financial highlights because the financial statements include only the direct operating expenses incurred by the Fund and not the indirect costs of investing in other investment companies.

3)Kensington Asset Management, LLC (the “Adviser”) has contractually agreed to waive its management fee and pay Fund expenses to ensure that Total Annual Fund Operating Expenses (excluding AFFE, leverage/borrowing interest, interest expense, dividends paid on short sales, taxes, brokerage commissions,  extraordinary expenses, and distribution (12b‑1) fees and expenses) do not exceed 1.38% of the average net assets of the applicable share class.  Fees waived and expenses paid by the Adviser may be recouped by the Adviser for a period of 36 months following the month during which such fee waiver and expense payment was made if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee waiver and expense payment occurred and the expense limit in effect at the time of recoupment. The Operating Expense Limitation Agreement is indefinite in term and cannot be terminated through at least June 30, 2024. Thereafter, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s Board of Trustees (the “Board”) or the Adviser.

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Kensington Active Advantage Fund

Shareholder Fees

(fees paid directly from your investment)

 Class A Institutional

Class

 Class C

Maximum Sales Charge (Load) Imposed on Purchases (as a % of offering price)

 4.75% None None

Maximum Deferred Sales Charge (Load)(1) (as a % of original purchase price)

 None None 1.00%

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 Class A Institutional

Class

 Class C

Management Fees 1.25% 1.25% 1.25%

Distribution and/or Service (12b-1) Fees 0.25% 0.00% 1.00%

Other Expenses 2.39% 2.39% 2.39%

Acquired Fund Fees and Expenses(2)

 0.07% 0.07% 0.07%

Total Annual Fund Operating Expenses 3.96% 3.71% 4.71%

Fee Waiver/Reimbursement or Recoupment(3)

 -2.29% -2.29% -2.29%

Total Annual Fund Operating Expenses After Fee Waiver/Reimbursement or Recoupment 1.67% 1.42% 2.42%

1)The Fund’s distributor may advance to, or reimburse, the Fund 1.00% of the purchase price in connection with 12b-1 fees advanced to authorized broker-dealers on purchases of Class C shares. However, when the distributor makes such a payment, the respective Class C shares are subject to a 1.00% contingent deferred sales charge (“CDSC”) payable to the distributor on shares redeemed prior to the first 12 months after their purchase. Shareholders will be notified at the time of purchase if the shares purchased are subject to this CDSC.

2)Acquired Fund Fees and Expenses (“AFFE”) are indirect costs of investing in other investment companies. The operating expenses in this fee table will not correlate to the expense ratio in the Fund’s financial highlights, when issued, because the financial statements include only the direct operating expenses incurred by the Fund and does not include the indirect costs of investing in other investment companies.

3)Kensington Asset Management, LLC (the “Adviser”) has contractually agreed to waive its management fee and pay Fund expenses to ensure that Total Annual Fund Operating Expenses (excluding AFFE, leverage/borrowing interest, interest expense, dividends paid on short sales, taxes, brokerage commissions,  extraordinary expenses, and distribution (12b‑1) fees and expenses) do not exceed 1.35% of the average net assets of the applicable share class.  Fees waived and expenses paid by the Adviser may be recouped by the Adviser for a period of 36 months following the month during which such fee waiver and expense payment was made if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee waiver and expense payment occurred and the expense limit in effect at the time of recoupment. The Operating Expense Limitation Agreement is indefinite in term and cannot be terminated through at least June 30, 2024. Thereafter, the agreement may be terminated at any time upon 60 days’ written notice by the Trust’s Board of Trustees (the “Board”) or the Adviser.

Comment 2.  Please supplementally advise about the disclosure and operational impact of each Fund moving from fund-of-funds structure to a Fund that may make direct investments in securities and derivative instruments.

Response:  The Trust responds supplementally by confirming that, from a disclosure perspective, the Funds’ documents, including the prospectus, SAI and marketing materials, will be updated appropriately to ensure shareholders have full disclosure of each Fund’s strategy change.  Note that a supplement was filed on February 27, 2023 that provided advance notice of this change.

 The Trust also responds supplementally by confirming that, from an operational perspective, the Adviser has taken several significant measures to ensure a well-structured and risk-mitigated investment process in connection with the Funds’ strategy changes. These measures include, but are not limited to, establishing relationships with appropriate counterparties to facilitate the new investment process, and enhancing the Adviser’s risk department, which oversees the Funds’ portfolio management. The risk department focuses on various key metrics such as maintaining the margin to equity of the Funds at appropriate levels, and conducting daily Value at Risk (VaR) reviews in line with Rule 18f-4 of the Investment Company Act of 1940.  The Adviser also regularly reviews back tests to compare the performance of each Fund against established indices and performs weekly stress tests, as mandated by Rule 18f-4, to evaluate the Fund’s resilience against potential market shocks. Moreover, the Adviser assesses the liquidity of each investment with pre-trade evaluations focusing on daily trading volume, assets under management, and estimated slippage, as well as post-trade assessments that involve reviewing the trading blotter for errors, volume, slippage, and comparisons against Volume Weighted Average Price (VWAP) and other trading standards. Lastly, the Adviser conducts daily reviews of each investment’s valuation for accuracy in pricing, net asset value, tracking, and portfolio composition. These comprehensive steps taken by the Adviser ensure a systematic approach to implementing each Fund’s new investment approach, while adhering to industry standards and regulatory requirements, thereby maintaining a high level of risk management and operational efficiency.

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Comment 3.  With respect to the Kensington Managed Income Fund, in the section entitled Principal Investment Strategies on page 2 of the prospectus, please:

a.revise the first sentence of the first paragraph to explain what is meant by the term “drawdown”;

b.revise the third paragraph to explain, when in Risk-On position, the types of data analysis the Fund uses to choose between investment types;

c.supplement where applicable to explain the Fund’s investment strategy with respect to derivatives (i.e., when and how will they be used); and

d.supplementally confirm, per the discussion of short positions in the 4th paragraph, that short positions will only be used to hedge the Fund’s portfolio and not for investment or speculative purposes.  Otherwise, revise the disclosure accordingly.

Response:  The Trust responds by revising the referenced disclosure as shown below.  The Trust also confirms supplementally that the Fund may use short positions, as described in the prospectus, to hedge or offset existing long holdings.  The Fund does not expect to use short positions for other reasons.

“The Fund is designed to provide the potential to generate stable, above average returns, with a reduced risk of drawdown (i.e., the risk of a decline in investment value during a decline the U.S. equity markets). Kensington Asset Management, LLC (the “Adviser”) seeks to achieve the Fund’s investment objective by investing the Fund’s assets to gain exposure to (i) higher-yielding, fixed income securities, or to (ii) cash, cash equivalents, and U.S. Treasury securities, based on a proprietary “Managed Income Model” that looks at trends and patterns in the high-yield fixed income market. The Managed Income Model uses daily inputs related to the prices of certain U.S. high-yield and long-term Treasury bond funds, U.S. equity market indices, and the number of NYSE-listed companies whose prices have increased and decreased each day to evaluate whether market conditions favor a “Risk-On” portfolio exposed to high-yield securities or a “Risk-Off” portfolio exposed to cash, cash equivalents, or U.S. Treasury securities. Specifically, the model uses the following inputs:

•The net asset values of certain U.S. high-yield bond funds

•Prices of long-term U.S. Treasury bonds

•The level of the NASDAQ Composite Index, a market capitalization weighted index of approximately 3,000 common equities listed on the NASDAQ stock exchange

•The level of the Value Line Geometric Composite Index, an index of approximately 1,700 companies representing approximately 90% of the market capitalization of all U.S.-listed stocks with returns weighted to account for compounding of returns of time; and

•The daily number of NYSE-listed companies with prices increasing or decreasing (the Advance/Decline Line).

The Managed Income Model looks for trends developing over multiple time periods (e.g., weeks, months, years) to signal a change from Risk-On to Risk-Off or vice versa, and the Adviser will generally turn over approximately 100% of the portfolio’s exposures when the Managed Income Model signals a change.  Depending on market conditions, such turnover from Risk-On to Risk-Off or vice versa may take up to several weeks, and the Fund may have significant portfolio turnover from year to year. The Adviser generally expects such changes to occur infrequently (e.g., fewer than five times annually) based on histori