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MANAGED PORTFOLIO SERIES

INVESTMENT ADVISORY AGREEMENT

This AGREEMENT is made effective as of the 19th day of August, 2026, by and between

Managed Portfolio Series, a Delaware statutory trust (the “Trust”), and Tuttle Capital Management,

LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Adviser is registered as an investment adviser under the Investment

Advisers Act of 1940, as amended (the “Advisers Act”), and engages in the business of providing

investment management services; and

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (the

“SEC”) as an open-end investment company under the Investment Company Act of 1940, as

amended (the “1940 Act”) and consists of several separate series of shares, each having separate

assets and liabilities, its own investment objectives and policies, and which is authorized to create

additional series in the future; and

WHEREAS, the Trust desires to retain the Adviser to provide investment advisory services

to those Trust series listed in Schedule A (each a “Fund”) on or after the date of this Agreement and

the Adviser is willing to render such services, subject to supervision and direction of the Trust’s

Board of Trustees (the “Board”) and the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the parties hereby agree as follows:

1.APPOINTMENT OF ADVISER

The Trust hereby appoints, and the Adviser hereby accepts the appointment, to act as

investment adviser to each Fund, subject to the supervision and direction of the Board, on the terms

herein set forth and for the compensation herein provided. In connection with this appointment:

(a)Delivery of Trust Documentation. The Trust shall deliver to the Adviser copies of:

(i) the Trust’s Agreement and Declaration of Trust and Bylaws, as may be amended from time to

time (collectively, “Organic Documents”); (ii) each Fund’s prospectus and statement of additional

information as may be amended from time to time (collectively, as currently in effect

(“Prospectuses”)); and (iii) all Trust policies and procedures relevant to a Fund as may be amended

from time to time (collectively, “Trust Procedures”). The Trust shall cause all service providers to

the Trust to furnish information to the Adviser and to assist the Adviser as may be reasonably

required and shall ensure that the Adviser has reasonable access to all relevant records and documents

maintained by the Trust or any service provider to the Trust.

(b)Independent Contractor. The Adviser shall for all purposes herein be deemed to be an

independent contractor and shall, unless otherwise expressly provided or authorized, have no

authority to act for or be deemed an agent of a Fund.

(c)The Adviser’s Representations. The Adviser represents, warrants and agrees that:

(i)It has all requisite power and authority to enter into and perform its

obligations under this Agreement, and has taken all necessary corporate action to authorize

its execution, delivery and performance of this Agreement;

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(ii)It is registered as an investment adviser under the Advisers Act and will

continue to be so registered during the term of this Agreement;

(iii)It has adopted and implemented a written code of ethics complying with the

requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not

already done so, will provide the Trust with a copy of such Code of Ethics and any

amendments thereto;

(iv)It has adopted and implemented written policies and procedures, as required by

Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations

of federal securities laws by the Adviser, its employees, officers, and agents (“Compliance

Procedures”) and, if it has not already done so, will provide the Trust with a copy of the

Compliance Procedures and any amendments thereto;

(v)It has delivered to the Trust copies of its Form ADV as most recently filed

with the SEC and will provide the Trust with a copy of any future filings of Form ADV or

any amendments thereto;

(vi)It is not prohibited by the 1940 Act or the Advisers Act from performing the

services contemplated by this Agreement and will promptly notify the Trust of the

occurrence of any event that would disqualify the Adviser from serving as an investment

adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or

regulation;

(vii)It has met, and will seek to continue to meet for so long as this Agreement

remains in effect, any other applicable federal or state requirements, or the applicable

requirements of any self-regulatory agency, necessary to be met by the Adviser in order to

perform its services contemplated by this Agreement; and

(viii)This Agreement, when executed and delivered, will constitute a legal, valid

and binding obligation of the Adviser, enforceable against the Adviser in accordance with

its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of

general application affecting the rights and remedies of creditors and secured parties.

(d)The Trust’s Representations. The Trust represents, warrants and agrees that:

(i)This Agreement has been duly authorized by appropriate action of the Trust

and its shareholders to the extent required under the 1940 Act; and

(ii)It has received a copy of Part 2A of the Adviser’s Form ADV as is currently

in effect as of the date of this Agreement.

Plenary authority of the Board of Trustees. The Adviser acknowledges that each Fund

operates as a series of the Trust under the supervision and direction of the Board.

2.PROVISION OF INVESTMENT ADVISORY SERVICES

Subject to the delegation of any of the following duties to one or more persons permitted by

Section 19 of this Agreement, the Adviser shall render the following services to the Trust:

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(a)The Adviser shall assume all investment duties and have full discretionary power and

authority with respect to investment of the assets of each Fund. Without limiting the generality of

the foregoing, the Adviser shall, with respect to the assets of each Fund: (i) obtain and evaluate

such information and advice relating to the economy, securities markets and securities as it deems

necessary or useful to discharge its duties hereunder; (ii) continuously invest the assets in a manner

consistent with the Organic Documents, Prospectuses, other written guidelines or restrictions, as may

be amended from time to time, agreed upon in writing by the Trust and the Adviser which guidelines

and restrictions shall not be inconsistent with the Prospectuses (“Written Guidelines”), and the Trust

Procedures, as may be provided to the Adviser consistent with Section 1(a)(i) of this Agreement; (iii)

determine the securities to be purchased, sold or otherwise disposed of and the timing of such

purchases, sales and dispositions; (iv) vote all proxies for securities and exercise all other voting

rights with respect to such securities in accordance with the Adviser’s written proxy voting policies

and procedures; (v) maintain the books and records required to be maintained by the Fund under the

1940 Act with respect to portfolio transactions effected pursuant to this Agreement; (vi) promptly

issue settlement instructions to custodians designated by the Trust; (vii) evaluate the credit

worthiness of securities dealers, banks and other entities with which the Fund may engage in

repurchase agreements and monitor the status of such agreements; and (viii) take such further action,

including the placing of purchase and sale orders and the selection of broker-dealers to execute such

orders on behalf of the Fund, as the Adviser shall deem necessary or appropriate, in its sole discretion,

to carry out its duties under this Agreement.

(b)The Adviser shall also furnish to or place at the disposal of the Trust such

information, evaluations, analyses and opinions formulated or obtained by the Adviser in the

discharge of its duties, as the Trust may, from time to time, reasonably request.

(c)The Adviser agrees, that in performing its duties hereunder, it will comply, in all

material respects, with (i) the 1940 Act, the Advisers Act and all rules and regulations promulgated

thereunder; (ii) all other federal and state laws and regulations applicable to the Adviser; (iii)

applicable provisions of the Internal Revenue Code of 1986, as amended; and (iv) the provisions of

the Organic Documents.

The Adviser shall keep accurate and detailed records concerning its services under this

Agreement, including all records required to be maintained by the 1940 Act and the rules thereunder

(other than those records being maintained by the Trust or the Fund’s other service providers), and all

such records shall be open to inspection at all reasonable times by the Trust and any appropriate

regulatory authorities. The Adviser shall provide to the Trust copies of any and all documentation

relating to each Fund’s transactions upon reasonable request. The Adviser agrees that all records which

it maintains for each Fund are the property of the Fund and it further agrees to surrender promptly to

the Fund copies of any such records upon the Fund’s request, provided that the Adviser shall be

entitled to keep copies of any such records.

(d)The Adviser agrees to serve as each Fund’s valuation designee consistent with Rule

2a-5 under the 1940 Act and, in that capacity, shall be responsible for determining, as and when

needed, fair value for the Fund’s investments and otherwise complying with the requirements of Rule

2a-5.

(e)From time to time at the request of the Trust, the Adviser will (i) meet, either in

person or via teleconference, with such other persons as the Trust may designate, including the

Board, on reasonable notice and at reasonable times and locations, to discuss general economic

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conditions, performance, investment strategy and other matters relating to each Fund; and/or (ii)

provide written materials to the Trust , including the Board, on reasonable notice, discussing general

economic conditions, performance, investment strategy and other matters relating to each Fund.

(f)The Adviser shall be responsible for filing any required reports on its behalf with the

SEC pursuant to Section 13(f) of the Securities Exchange Act of 1934 (the “1934 Act”) and the

rules and regulations thereunder.

(g)To the extent reasonably requested by the Trust, the Adviser will use its best efforts to

assist the Trust in connection with the Trust’s compliance with the Federal securities laws, as such

term is defined in Rule 38a-1 under the 1940 Act, (“Federal Securities Laws”), including, without

limitation, providing the Chief Compliance Officer of the Trust with: (i) Compliance Procedures, as

may be amended from time to time (including prompt notice of any material changes thereto); (ii) a

summary of the Compliance Procedures in connection with the annual review thereof by the Trust;

(iii) upon request, a certificate of the chief compliance officer of the Adviser to the effect that the

policies and procedures of the Adviser are reasonably designed to prevent violation of the Federal

Securities Laws; (iv) direct access to the Adviser’s chief compliance officer, as reasonably requested

by the Chief Compliance Officer of the Trust; (v) a completed quarterly informational questionnaire

regarding the Adviser’s compliance program; and (vi) quarterly certifications indicating whether

there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the

compliance policies and procedures of the Trust and/or Compliance Procedures in such detail as may

be reasonably requested by the Chief Compliance Officer of the Trust.

(h)Except as permitted by the Trust Procedures, the Adviser will not disclose but shall

treat confidentially all information in respect of the investments of each Fund, including, without

limitation, the identification and market value or other pricing information of any and all portfolio

securities or other financial instruments held by the Fund, and any and all trades of portfolio securities

or other transactions effected for the Fund (including past, pending and proposed trades).

(i)The Trust or its agent will provide timely information to the Adviser regarding such

matters as inflows to and outflows from each Fund and the cash requirements of, and cash available

for investment in each Fund. The Trust or each Fund’s custodian (the “Custodian”) will timely

provide the Adviser with copies of monthly accounting statements for each Fund, and such other

information as may be reasonably necessary or appropriate in order for the Adviser to perform its

responsibilities hereunder.

(j)The Adviser shall not consult with any other investment adviser (other than affiliated

person of the Adviser) of any other series of the Trust concerning portfolio transactions for a Fund

or any other series of the Trust.

(m)  The Adviser shall maintain errors and omissions insurance in an amount at least

equal to that disclosed to the Board in connection with the approval of this Agreement pursuant to

Section 7 of this Agreement.

3.BROKERAGE

The Adviser is responsible for decisions to buy and sell securities for each Fund, for broker-

dealer selection, and for negotiation of brokerage commission rates, provided that the Adviser shall

not direct an order to an affiliated person of the Adviser without general prior authorization to use

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such affiliated broker or dealer from the Trust’s Chief Compliance Officer. The Adviser’s primary

consideration in effecting a securities transaction will be to seek best execution. In selecting broker-

dealers to execute transactions, the Adviser may take the following, among other things, into

consideration: the best net price available; the reliability, integrity and financial condition of the

broker-dealer; the size of and the difficulty in executing the order; and the value of the expected

contribution of the broker-dealer to the investment performance of a Fund on a continuing basis. The

execution price of a transaction may be less favorable than that available from another broker-dealer

if the difference is reasonably justified by other aspects of the execution services offered.

Subject to such policies as the Board may determine and consistent with Section 28(e) of the

1934 Act, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty

created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker

or dealer that provides (directly or indirectly) brokerage or research services to the Adviser an amount

of commission for effecting a portfolio transaction in excess of the amount of commission another

broker or dealer would have charged for effecting that transaction, if the Adviser determines in good

faith that such amount of commission was reasonable in relation to the value of the brokerage and

research services provided by such broker or dealer, viewed in terms of either that particular

transaction or the Adviser’s overall responsibilities with respect to a Fund and to other clients of the

Adviser as to which the Adviser exercises investment discretion. Subject to the same policies and

legal provisions, the Adviser is further authorized to allocate the orders placed by it on behalf of a

Fund to such brokers or dealers who also provide research or statistical material, or other services to

the Trust, the Adviser or any affiliated person of either. Such allocation shall be in such amounts and

proportions as the Adviser shall determine, and the Adviser shall report on such allocations regularly

to the Trust, indicating the broker-dealers to whom such allocations have been made and the basis

therefor.

On occasions when the Adviser deems the purchase or sale of a security to be in the best

interest of a Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws

and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most

favorable price or lower brokerage commissions and the most efficient execution. In such event, the

allocation of the securities so purchased or sold, as well as the expense incurred in the transaction,

will be made by the Adviser in the manner it considers to be equitable and consistent with its fiduciary

obligations to a Fund and to such other clients.

The Trust authorizes and empowers the Adviser to open and maintain trading accounts in

the name of a Fund and to execute for the Fund as its agent and attorney-in-fact standard institutional

customer agreements with such broker or brokers as the Adviser shall select as provided herein. The

Adviser shall cause all securities and other property purchased or sold for a Fund to be settled at the

place of business of the Custodian or as the Custodian shall direct. All securities and other property

of a Fund shall remain in the direct or indirect custody of the Custodian except as otherwise

authorized by the Board.

The Adviser further shall have the authority to instruct the Custodian to pay cash for

securities and other property delivered to the Custodian for a Fund and deliver securities and other

property against payment for the Fund, and such other authority granted by the Trust from time to

time. The Adviser shall not have authority to cause the Custodian to deliver securities and other

property or pay cash to the Adviser except as expressly provided herein.

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4.ALLOCATION OF EXPENSES

(a)The Adviser agrees to pay all expenses of each Fund, except for: (i) brokerage

expenses and other fees, charges, taxes, levies or expenses (such as stamp taxes) incurred in

connection with the execution of portfolio transactions or in connection with creation and redemption

transactions (including without limitation any fees, charges, taxes, levies or expenses related to the

purchase or sale of an amount of any currency, or the patriation or repatriation of any security or

other asset, related to the execution of portfolio transactions or any creation or redemption

transactions); (ii) legal fees or expenses in connection with any arbitration, litigation or pending or

threatened arbitration or litigation, including any settlements in connection therewith; (iii)

extraordinary expenses (in each case as determined by a majority of the independent trustees); (iv)

distribution fees and expenses paid by a Fund under any distribution plan adopted pursuant to Rule

12b-1 under the 1940 Act; (v) interest and taxes of any kind or nature (including, but not limited to,

income, excise, transfer and withholding taxes); (vi) any fees and expense related to the provision of

securities lending services; (vii) the advisory fee payable to the Adviser hereunder; and (viii) all costs

incurred in connection with shareholder meeting and all proxy solicitations (except for such

shareholder meetings and proxy solicitations related to: (i) changes to this Agreement, (ii) changes

in control at the Adviser or a Sub-Adviser, (iii) the election of any Board member who is an

“interested person” of the Adviser (as that term is defined under Section 2(a)(19) of the 1940 Act),

(iv) matters initiated by the Adviser, or (v) any other matters that directly benefit the Adviser), and

(vii) the advisory fee payable to the Adviser hereunder. The internal expenses of pooled investment

vehicles in which a Fund may invest (acquired fund fees and expenses) are not expenses of a Fund

and are not paid by the Adviser. The payment or assumption by the Adviser of any expense of a Fund

that the Adviser is not required by this Agreement to pay or assume shall not obligate the Adviser to

pay or assume the same or any similar expense of the Fund on any subsequent occasion.

5.INVESTMENT ADVISORY FEES

(a)The Fund agrees to pay to the Adviser and the Adviser agrees to accept as full

compensation for all services rendered by the Adviser pursuant to this Agreement, a fee accrued daily

and paid monthly in arrears, within fifteen business days after the last day of each month, at an annual

rate listed in Appendix A with respect to the Fund’s average daily net assets. For any period less than

a month during which this Agreement is in effect, the fee shall be prorated according to the proportion

which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. The fee payable

to the Adviser under this Agreement will be reduced to the extent required by any expense limitation

agreement. The Adviser may voluntarily absorb certain Fund expenses.

(b)The Adviser voluntarily may reduce any portion of the compensation due to it

pursuant to this Agreement. Any such reduction shall be applicable only to such specific reduction

and shall not constitute an agreement to reduce any future compensation due to the Adviser

hereunder. Any such reduction will be agreed to prior to accrual of the fee and will be estimated daily

and reconciled on a monthly basis.

6.LIABILITY; STANDARD OF CARE

(a)The Adviser shall have responsibility for the accuracy and completeness (and liability for

the lack thereof) of any information with respect to the Adviser, its personnel or a Fund’s strategies

providing in writing to the Trust for inclusion in the Fund’s offering materials (including the

Prospectus and advertising and sales materials).

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(b)The Adviser shall act at all times in the best interests of each Fund and shall discharge

its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a

prudent person acting in a like capacity and familiar with such matters would use in the conduct of a

similar enterprise. The Adviser shall not be liable to the Trust, a Fund, or a Fund’s shareholders for

any action or inaction of the Adviser relating to any event whatsoever in the absence of bad faith,

willful misfeasance or negligence in the performance of or the reckless disregard of the Adviser’s

duties or obligations under this Agreement. Notwithstanding the foregoing, federal securities laws

and certain state laws impose liabilities under certain circumstances on persons who have acted in

good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any

rights which the Trust, a Fund or any shareholder of the Fund may have under federal securities

laws or state laws.

(c)In no event shall the Adviser be responsible or liable for any failure or delay in

performance of its obligations under this Agreement arising out of or caused, directly or indirectly,

by circumstances beyond its reasonable control including, without limitation, acts of civil or military

authority, national emergencies, labor difficulties (other than those related to the Adviser’s

employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots

or failure of the mails, transportation, communication or power supply.

(d)The Adviser, its affiliated persons, agents and employees, shall not be liable to the

Trust or a Fund for failure to act or any action taken in good faith reliance upon:

(i)The Fund’s directions to the Custodian, or brokers, dealers or others with

respect to the making, retention or sale of any investment or reinvestment hereunder; or

(ii)Acts or omissions of the Custodian or a Fund, their respective affiliated

persons, agents or employees.

(e)No party to this Agreement shall be liable to another party for consequential damages

under any provision of this Agreement.

(f)The Adviser shall not be deemed by virtue of this Agreement to have made any

representation or warranty that any level of investment performance or level of investment results

will be achieved.

(g)The Adviser shall indemnify and hold harmless the Trust and all affiliated persons

thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as

described in Section 15 of the 1933 Act) (any such person, an “Indemnified Party”) against any and

all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses)

by reason of or arising out of the Adviser’s willful misfeasance, bad faith or negligence in the

performance of its duties hereunder or its reckless disregard of its obligations and duties under this

Agreement. Notwithstanding the foregoing, indemnification shall not be paid hereunder with respect

to any matter to the extent to which the loss, liability, claim, damage, or expense was caused by the

Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of duties

hereunder or reckless disregard of obligations and duties under this Agreement.

If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify

the Indemnifying Party of the assertion of any claim or the commencement of any action or

proceeding in respect thereof and will keep the Indemnifying Party advised with respect to all

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developments concerning such claim, action or proceeding; provided, however, that the failure so to

notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may

otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse

manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim.

Following such notification, the Indemnifying Party may elect in writing to assume the defense of

such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by

the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection

therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the

Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying

Party reasonably determines that its representation of the Indemnified Party would present it with a

conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ

separate counsel at its own expense and, in such event, the Indemnified Party may participate in such

defense as it deems necessary. The Indemnified Party shall in no case confess any claim or make any

compromise in any case in which the Indemnifying Party may be required to indemnify it except with

the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned

or delayed; notwithstanding this Section 6 hereof, in the event the Indemnified Party has not secured

such consent, the Indemnifying Party will have no obligation to indemnify the Indemnified Party.

Upon request and at the Indemnifying Party’s expense, the Indemnified Party shall provide reasonable

assistance to the Indemnifying Party so that the Indemnifying Party can defend against such claim,

action or proceeding.

(h)The provisions of Sections 6(g) and (h) shall not apply in any action where the

Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

7.TERM AND TERMINATION OF THIS AGREEMENT; NO ASSIGNMENT

(a)This Agreement shall become effective with respect to a Fund immediately upon the

latter of approval by a majority of the Trust’s Trustees who are not interested persons (as defined in

the 1940 Act) and, if required by applicable law, by a vote of a majority of the outstanding voting

securities of a Fund. The Agreement shall, unless terminated as hereinafter provided, continue in

effect for a period of two (2) years from the date of effectiveness with respect to a Fund. This

Agreement shall continue in effect thereafter for additional periods not exceeding one (1) year so

long as such continuation is approved for a Fund at least annually by (i) the Board or by the vote of

a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the

Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in

person at a meeting called for the purpose of voting on such approval. The terms “majority of the

outstanding voting securities” and “interested persons” shall have the meanings as set forth in the

1940 Act.

(b)This Agreement may be terminated (i) by the Trust on behalf of a Fund at any time

without payment of any penalty, by the Board, or by vote of a majority of the outstanding voting

securities of the Fund, and (ii) by the Adviser upon one hundred twenty (120) days’ written notice to

the Fund. In the event of a termination, the Adviser shall cooperate in the orderly transfer of a Fund’s

affairs and, at the request of the Board, transfer any and all books and records of the Fund maintained

by the Adviser on behalf of the Fund.

This Agreement shall terminate automatically in the event of any transfer or assignment

thereof, as defined in the 1940 Act.

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8.SERVICES NOT EXCLUSIVE

The services of the Adviser to a Fund are not to be deemed exclusive and it shall be free to

render similar services to others so long as its services hereunder are not impaired thereby. It is

specifically understood that directors, officers and employees of the Adviser and of its subsidiaries

and affiliated persons may continue to engage in providing portfolio management services and advice

to other investment advisory clients. The Trust agrees that Adviser may give advice and take action

in the performance of its duties with respect to any of its other clients which may differ from advice

given or the timing or nature of action taken with respect to a Fund. Nothing in this Agreement shall

be deemed to require Adviser, its principals, affiliated persons , agents or employees to purchase or

sell for any Fund any security which it or they may purchase or sell for its or their own account or

for the account of any other client.

9.NO SHORTING; NO BORROWING

The Adviser agrees that neither it nor any of its officers or employees shall take any short

position in the shares of the Fund. This prohibition shall not prevent the purchase of such shares by

any of the officers or employees of the Adviser or any trust, pension, profit-sharing or other benefit

plan for such persons or affiliated persons thereof, at a price not less than the net asset value thereof

at the time of purchase, as allowed pursuant to rules promulgated under the 1940 Act. The Adviser

agrees that neither it nor any of its officers or employees shall borrow from a Fund or pledge or use

the Fund’s assets in connection with any borrowing not directly for the Fund’s benefit.

10.AMENDMENT

No provision of this Agreement may be changed, waived, discharged or terminated orally,

but only by an instrument in writing signed by all parties and approved by the Trust in the manner

set forth in Section 7(a).

11.CONFIDENTIALITY

(a)“Confidential Information” as used in this agreement shall mean and include all

tangible and intangible information and materials being disclosed in connection with this Agreement

by one of the Parties (“Disclosing Party”) to the other Party (“Receiving Party”), in any form or

medium (and without regard to whether the information is owned by a Party or by a third party), that

satisfy at least one of the following criteria:

(i)Information related to the Disclosing Party’s, its affiliated persons’ or its third

party licensors or vendors’ trade secrets, customers/shareholders, business plans, strategies,

forecasts or forecast assumptions, operations, methods of doing business, records, finances,

assets, intellectual property rights, technology, software, systems data or other proprietary

or confidential business or technical information;

(ii)Information designated as confidential in writing by the Disclosing Party or

information that the Receiving Party should reasonably know to be information that is of a

confidential or proprietary nature;

(iii)any information derived from, or developed by reference to or use of, any

information described in the preceding clauses (i) and (ii); or provided, however, that

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notwithstanding the foregoing, the following shall not be considered Confidential

Information: (A) information that is disclosed to the Receiving Party by a third person who

has a right to make such disclosure without any obligation of confidentiality; (B)

information that is or becomes publicly known without violation of this Agreement by the

Receiving Party; or (C) information that is independently developed by the Receiving Party

or its employees or affiliated persons without reference to the Disclosing Party’s

information.

(iv)Shareholder Records (as defined below);

(b)Except as expressly provided otherwise herein, each Party shall, during the term of

this Agreement: (i) use a level of care no less rigorous than that taken to protect its own Confidential

Information of a similar nature (but in no event less than a reasonable level of care) to keep

confidential, and to prevent any unauthorized disclosure of, any Confidential Information of the other

Party, (ii) use such Confidential Information only in connection with this Agreement, (iii) not make

any commercial use of such Confidential Information for the benefit of itself or any third party

beyond the scope of this Agreement, and (iv) except where required by law, order, or demand of any

governmental or regulatory authority or as permitted by this Agreement, not make any such

Confidential Information, or parts thereof, available to any third party. If either Party receives a

request or demand from a third party to inspect any documents or other hard or electronic materials

containing Confidential Information, the Party receiving such a request or demand will endeavor to

notify the other Party and to secure instructions from that Party or an authorized person of that Party.

(c)Each Party shall reproduce the other Party’s Confidential Information only to the

extent necessary to permit it to meet its obligations under this Agreement, and shall notify the other

Party promptly if the other Party’s Confidential Information is disclosed in violation of the provisions

of this Agreement or is otherwise lost or unaccounted for. Adviser shall have the right, however, to

disclose such Confidential Information to its and its affiliated persons’ respective employees,

officers, directors, partners, advisers, attorneys, consultants, vendors and third party service

providers who have a need to know such information in connection with Adviser’s performance of

its obligations under this Agreement.

(e) The Adviser acknowledges that certain information regarding the Trust’s

shareholders made available by the Trust to Adviser or otherwise maintained by Adviser under this

Agreement (“Shareholder Information”) may be deemed nonpublic personal information under the

Gramm-Leach-Bliley Act, Regulation S-P, and other applicable privacy Laws (collectively, “Privacy

Laws”). Adviser agrees: (i) not to disclose or use such information except as required to carry out its

duties under the Agreement or as otherwise permitted by law in the ordinary course of business; (ii)

to establish and maintain reasonable physical, electronic and procedural safeguards to protect such

information; and (iii) to cooperate with Trust and provide reasonable assistance in ensuring

compliance with such Privacy Laws with respect to accountholders to the extent applicable to either

or both of the parties.

12.USE OF ADVISER’S NAME

Adviser hereby consents to the royalty-free use by a Fund with the Adviser’s name as part of the Fund’s

name or any reasonable derivation thereof (the “Name”) and consents to the royalty-free use of the

Adviser’s related logo and any such marks or symbols which may arise hereafter (the “Mark”) during the

term of this Agreement. The Trust acknowledges that any rights in or to the Name or the Mark are, and

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under any and all circumstances shall continue to be, the sole property of the Adviser. The Adviser shall

have the right to resolve any concerns regarding copyright, trademark or patent infringement with respect

to a Fund’s use of the Name or the Mark as the Adviser shall so determine.

It is understood and hereby agreed that the name “Managed Portfolio Series” or “MPS” is

the property of the Trust for copyrights and all other purposes. The Adviser undertakes and agrees

that, in the event that the Adviser shall cease to act as investment adviser to a Fund, the Adviser shall

promptly take all necessary and appropriate action to discontinue the use of the Trust’s name and

will further refrain from using the Trust’s name; provided, however, that the Adviser may continue

to use the Trust’s name for the sole purpose of identifying the Trust as an account formerly managed

by the Adviser or as otherwise consented to by the Trust in writing prior to such use.

It is additionally understood and hereby agreed that the name of each Fund set forth in

Schedule A or any reasonable derivation of the same, is the property of the Adviser for copyright

and all other purposes. The Name and the Mark may be used from time to time in other connections

and for other purposes by the Adviser, and its affiliated persons and including with respect to other

investment companies that have obtained consent to use of the Name or the Mark. The Trust

understands and agrees that, in the event that the Adviser shall cease to act as investment adviser to

a Fund, the Trust shall promptly take all necessary and appropriate action to discontinue use of the

Name and the Mark and will further refrain from using the Name and the Mark; provided, however,

that the Trust may continue to use the Name and the Mark for the sole purpose of identifying the

Trust as an account formerly managed by the Adviser or as otherwise consented to by the Adviser in

writing prior to such use.

13.ANTI-MONEY LAUNDERING COMPLIANCE

The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the

USA PATRIOT Act, and any implementing regulations thereunder (together, “AML Laws”), the

Trust has adopted an Anti-Money Laundering Policy. The Adviser agrees to cooperate with the Trust

in connection with the Trust’s compliance with the Trust’s Anti-Money Laundering Policy and the

AML Laws by providing the Trust and/or each Fund’s administrator such reports, certifications and

contractual assurances as may be reasonably requested upon reasonable notice by the Trust in order

for the Trust and each Fund’s administrator to fulfill its obligations under the AML Laws provided

that nothing herein shall impose any obligation on the Adviser to provide any reports, certifications

or assurances with respect to the beneficial owners of the Trust. The Trust may disclose information

regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent

required by applicable law or regulation and may file reports with such authorities as may be required

by applicable law or regulation.

14.CERTIFICATIONS; DISCLOSURE CONTROLS AND PROCEDURES

The Adviser acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002 (the

“Sarbanes-Oxley Act”), and the implementing regulations promulgated thereunder, the Trust and

each Fund are required to make certain certifications and have adopted disclosure controls and

procedures. To the extent reasonably requested by the Trust, the Adviser agrees to use its

commercially reasonable efforts to assist the Trust and each Fund in complying with the Sarbanes-

Oxley Act and implementing the Trust’s disclosure controls and procedures. The Adviser agrees to

inform the Trust of any material development related to the services it provides to a Fund that the

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Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes-

Oxley Act.

15.NOTIFICATION

The Adviser agrees that it will provide prompt notice to the Trust about material changes in

(i) the employment status of the CEO, CIO, CCO, or other senior management; (ii) any named

portfolio managers in a Fund’s regulatory documents or other key investment management personnel

involved in the management of a Fund, (iii) the investment process used to manage the Fund, or (iv)

the operations or ownership of the Adviser.

16.NOTICES

Notices and other communications required or permitted under this Agreement shall be in

writing, shall be deemed to be effectively delivered when actually received, and may be delivered by

U.S. mail (first class, postage prepaid), by facsimile transmission, by hand or by commercial

overnight delivery service, addressed as follows:

ADVISER:Tuttle Capital Management, LLC

155 Lockwood Road

Riverside, CT 06878

Attn: Matthew Tuttle, CEO, CIO

Email: mtuttle@tuttlecap.com

FUND:Managed Portfolio Series

on behalf of the Tuttle Funds

777 East Wisconsin Avenue, 10th Floor

Milwaukee, WI 53202

Attn: Brian R. Wiedmeyer

Email: brian.wiedmeyer@usbank.com

17.GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, the laws of the

State of Delaware without giving effect to the conflict of laws principles thereof; provided that

nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation

or rule, including the 1940 Act and the Advisers Act and any rules and regulations promulgated

thereunder.

18.ASSIGNMENT

This Agreement may not be assigned by any party, either in whole or in part, without the

prior written consent of each other party.

19.SUB-ADVISERS

At its own expense, the Adviser may carry out any of its obligations to the Trust and a Fund

under this Agreement by employing, subject to the direction and control of the Board, one or more

persons who are registered as investment advisers pursuant to the Advisers Act (“Sub-Adviser”). Each

Sub-Adviser’s employment to provide investment advisory services to a Fund will be evidenced by a

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separate written agreement between the Adviser and the Sub-Adviser approved by the Board and, if

required by applicable law, by the shareholders of the Fund. The Adviser shall supervise and monitor

the activities of each Sub-Adviser. The Adviser shall not be liable hereunder for any act or inaction of

any Sub-Adviser except for the Sub-Adviser’s bad faith, willful misfeasance or negligence in the

performance of or the reckless disregard of the Sub-Adviser’s duties or obligations under its sub-

advisory agreement with the Adviser. In addition, the Adviser shall be liable: (1) for its failure to

exercise good faith in the employment of the Sub-Adviser; (2) for the Adviser’s failure to exercise

appropriate supervision of the Sub-Adviser; and (3) as may be agreed by the Trust and the Adviser in

writing.

20.LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trustees and officers of the Trust and the shareholders of a Fund shall not be personally

liable for any obligations of the Trust or of any Fund under this Agreement, and the Adviser agrees

that in asserting any rights or claims under this Agreement, it shall look only to the assets and

property of the Fund to which the Adviser’s rights or claims relate in settlement of such rights or

claims, and not to the Trustees of the Trust or the shareholders of any Fund.

21.MISCELLANEOUS

(a)This Agreement constitutes the entire agreement between the parties hereto and

supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

(b)This Agreement may be executed by the parties hereto on a number of counterparts

that, taken together, shall be deemed to constitute one and the same instrument.

(c)If any part, term or provision of this Agreement is held to be illegal, in conflict with

any law or otherwise invalid, the remaining portion or portions shall be considered severable and not

be affected, and the rights and obligations of the parties shall be construed and enforced as if the

Agreement did not contain the particular part, term, or provision held to be illegal or invalid.

(d)The term “affiliated person ” shall have the meaning ascribed thereto by the 1940

Act.

(e)Sections 2(d), 2(h), 2(i), 6, 11, 12, 13, 14, 17 and 20, 21 shall survive termination of

this Agreement.

Signature page follows

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed

as of the day first set forth above.

MANAGED PORTFOLIO SERIES on behalf of the series listed on Schedule A
By:		/s/ Brian Wiedmeyer
		President and Principal Executive Officer
TUTTLE CAPITAL MANAGEMENT, LLC
By:		/s/ Matthew Tuttle
		Chief Executive Officer

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SCHEDULE A

FUNDS AND FEES

Series of Managed Portfolio Series	Annual Fee Rate as % of Current Net Assets
Tuttle Capital Thematic ETF Tuttle Capital Gavin Baker Tracker ETF Tuttle Capital AI Inference ETF Tuttle Capital AI TokenMax ETF Tuttle Capital AI Substrate ETF Tuttle Capital AI Test Equipment ETF Tuttle Capital AI Capacitor ETF Tuttle Capital Robotic Perception ETF Tuttle Capital AI Thermal Management ETF Tuttle Capital AI Memory Wall ETF Tuttle Capital On-Device AI ETF Tuttle Capital AI DC Power Architecture ETF Tuttle Capital AI Network Fabric ETF Tuttle Capital AI Drug Discovery ETF Tuttle Capital Space Data Centers ETF Tuttle Capital Owned Intelligence ETF	0.75%