FIRST AMENDMENT TO THE

MANAGED PORTFOLIO SERIES

FUND ACCOUNTING SERVICING AGREEMENT

THIS FIRST AMENDMENT dated as of the 8th day of November, 2011, to the Fund Accounting Servicing Agreement, dated as of April 6, 2011, (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 funds; and

WHEREAS, Section 13 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree to amend the Agreement and add the following series of Managed Portfolio Series:

Exhibit D, the CSC Small Cap Value Fund, is hereby added and attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this First 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. BANCORP FUND SERVICES, LLC

By: ______________________________                                                 By: ________________________________

Printed Name: James R. Arnold                                                                       Printed Name: Michael R. McVoy

Title:  President                                                                                                  Title: Executive Vice President

1