FIRST AMENDMENT TO THE

MANAGED PORTFOLIO SERIES

TRANSFER AGENT SERVICING AGREEMENT

  THIS FIRST AMENDMENT dated as of the 8th day of November, 2011, to the Transfer Agent 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 12 of the Agreement allows for its amendment by a written instrument executed by both parties.

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

Exhibit E, the CSC Small Cap Value Fund, is hereby added to the Agreement 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

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