s/ Brian C. Beh --------------------------------------- By: Brian C. Beh Title: President EXHIBIT A TO EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • October 26th, 2007 • Roxbury Funds • Delaware
EX-99.23(e) UNDERWRITING AGREEMENT ---------------------- THIS AGREEMENT is made as of February 2, 2007 by and between Professional Funds Distributor, LLC, a Delaware limited liability company ("PFD"), and THE ROXBURY FUNDS, a Delaware statutory trust...Underwriting Agreement • October 26th, 2007 • Roxbury Funds
Investment Advisory Agreement AGREEMENT made this ___ day of ______, 2006, by and between The Roxbury Funds, a Delaware statutory trust (the "Fund"), and Roxbury Capital Management LLC, a limited liability company organized under the laws of the State...Investment Advisory Agreement • June 30th, 2006 • Roxbury Funds • Delaware
EX-99.23(g)(1) FORM OF CUSTODIAN SERVICES AGREEMENT ------------------------------------ THIS AGREEMENT is entered into as of October _____, 2007 and effective retroactively to February 2, 2007 by and between PFPC TRUST COMPANY, a limited purpose...Custodian Services Agreement • October 26th, 2007 • Roxbury Funds
WITNESSETH:Shareholder Servicing Agreement • October 26th, 2007 • Roxbury Funds • Delaware
Share Purchase Agreement The Roxbury Funds, a Delaware statutory trust (the "Trust"), and Professional Funds Distributor, LLC ("Buyer"), hereby agree as follows: 1. The Trust hereby offers Buyer and Buyer hereby purchases, in consideration for the...Share Purchase Agreement • June 30th, 2006 • Roxbury Funds • Delaware
EX-99.23(h)(1) FORM OF TRANSFER AGENCY SERVICES AGREEMENT THIS AGREEMENT is made as of October __, 2007 and effective retroactively to February 2, 2007 by and between PFPC INC., a Massachusetts corporation ("PFPC"), and THE ROXBURY FUNDS, a Delaware...Transfer Agency Services Agreement • October 26th, 2007 • Roxbury Funds
DISTRIBUTION AGREEMENTDistribution Agreement • September 27th, 2018 • Manager Directed Portfolios • Wisconsin
THIS AGREEMENT is made and effective as of the 14th day of August, 2018, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”), Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) and iM Global Partner US, LLC, the investment advisor to the Trust (the “Advisor”).
EX-99.23(h)(2) FORM OF ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT -------------------------------------------------------- THIS AGREEMENT is made as of October __, 2007 and effective retroactively to February 2, 2007 by and between PFPC Inc., a...Administration and Accounting Services Agreement • October 26th, 2007 • Roxbury Funds
THE ROXBURY FUNDSShare Purchase Agreement • October 26th, 2007 • Roxbury Funds • Delaware
MANAGER DIRECTED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT with VERT ASSET MANAGEMENT LLCInvestment Advisory Agreement • November 9th, 2023 • Manager Directed Portfolios • Delaware
THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 17th day of August, 2023, by and between Manager Directed Portfolios, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of the series of the Trust as indicated on Schedule A attached hereto, as may be amended from time to time (the “Fund”), and Vert Asset Management LLC (hereinafter called the “Adviser”), a California limited liability company.
LITMAN GREGORY FUNDS TRUST FORM OF INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • July 16th, 2021 • Litman Gregory Funds Trust • California
THIS INVESTMENT SUB-ADVISORY AGREEMENT is made as of the [ ] day of [ ] 2021 by and between LITMAN/GREGORY FUND ADVISORS, LLC (the “Advisor”) and Dynamic Beta investments LLC (the “Sub-Advisor”).
EX-99.23(d)(1) INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 2nd day of February, 2007, by and between The Roxbury Funds, a Delaware statutory trust (the "Fund"), and Roxbury Capital Management LLC, a limited liability company organized under the...Investment Advisory Agreement • October 26th, 2007 • Roxbury Funds • Delaware
DISTRIBUTION AGREEMENTDistribution Agreement • March 25th, 2019 • Manager Directed Portfolios • Delaware
THIS AGREEMENT is made and effective as of the 13th day of November, 2018, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”), Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”), and iM Global Partner US, LLC, the investment adviser to the Trust (the “Advisor”).
ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • October 24th, 2024 • Manager Directed Portfolios • Delaware
This distribution agreement (the “Agreement”) is effective this 11th day of September, 2023, and made by Manager Directed Portfolios, a Delaware statutory trust (the “Trust”) having its principal place of business at 615 East Michigan Street, Milwaukee, Wisconsin 53202, and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at 111 E. Kilbourn Avenue, Suite 2200, Milwaukee, WI 53202.
FORM OF AUTHORIZED PARTICIPANT AGREEMENTAuthorized Participant Agreement • September 10th, 2024 • Manager Directed Portfolios • New York
This Authorized Participant Agreement (the “Agreement”) is entered into by and between Quasar Distributors, LLC (the “Distributor”) and (the “Participant”) and is subject to acceptance by [ ] (the “[Transfer Agent/Index Receipt Agent]”), and is further subject to acknowledgement and agreement by Manager Directed Portfolios (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), solely with respect to Sections 4(c) and 12(c) herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”).
DISTRIBUTION AGREEMENTDistribution Agreement • July 28th, 2022 • Manager Directed Portfolios • Delaware
THIS AGREEMENT is made and entered into as of August 10, 2021, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Company”) and Vigilant Distributors, LLC, a Delaware limited liability company (the “Distributor”). Pemberwick Investment Advisors, LLC, a Delaware limited liability company, and an investment advisor to one or more series of the Trust (the “Advisor”), is a party hereto with respect to Sections 3 F. and 6 only.
FORESIDE FUND SERVICES, LLC DEALER AGREEMENTDealer Agreement • October 26th, 2012 • Roxbury Funds • Delaware
As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies referenced above and covered hereunder (collectively, “Company”) which may be amended by us from time to time, Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.
CUSTODIAN SERVICES AGREEMENTCustodian Services Agreement • October 28th, 2009 • Roxbury Funds
THIS AGREEMENT is entered into as of October 17 , 2007 and effective retroactively to February 2, 2007 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), and THE ROXBURY FUNDS, a Delaware statutory trust (the “Fund”).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • October 25th, 2013 • Roxbury Funds • Delaware
AGREEMENT, dated as of May 30, 2013 by and between Roxbury Capital Management LLC, a limited liability company organized under the laws of the State of Delaware (the “Adviser”), and Hood River Capital Management LLC, a limited liability company organized under the laws of the State of Delaware (the “Sub-Adviser”).
FORM OF AUTHORIZED PARTICIPANT AGREEMENT MANAGER DIRECTED PORTFOLIOSAuthorized Participant Agreement • August 15th, 2024 • Manager Directed Portfolios • Delaware
This Authorized Participant Agreement (the “Agreement”) is entered into by and between PINE Distributors LLC (the “Distributor”) and __________ (the “Participant”) and is subject to acceptance by U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services (the “Transfer Agent”), and is further subject to acknowledgement and agreement by Manager Directed Portfolios (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), solely with respect to Sections 4(c) and 12(c) herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”).
FORM OF SECURITIES LENDING AGREEMENTSecurities Lending Agreement • October 24th, 2023 • Manager Directed Portfolios • Minnesota
THIS SECURITIES LENDING AGREEMENT ("Agreement") is made and entered into effective as of October 27, 2022, by and between U.S. BANK NATIONAL ASSOCIATION ("Bank") and MANAGER DIRECTED PORTFOLIOS ("MDP"), on behalf of each respective series identified in Exhibit A attached hereto and made a part hereof (each such series hereinafter referred to as a separate "Customer").
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF THE ROXBURY FUNDSAgreement and Declaration of Trust • October 26th, 2007 • Roxbury Funds • Delaware
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF MANAGER DIRECTED PORTFOLIOSAgreement and Declaration of Trust • July 28th, 2023 • Manager Directed Portfolios • Delaware
The Amended and Restated Agreement and Declaration of Trust of Manager Directed Portfolios f/k/a “The Roxbury Funds” (the “Trust,”), dated as of March 20, 2007, as amended May 15, 2017, November 13, 2018, and March 30, 2022, is hereby amended and restated as of July 26, 2023 among the Trustees and each person who becomes a Shareholder (as defined in Section 1.2) in accordance with the terms hereinafter set forth.
ContractAuthorized Participant Agreement • July 16th, 2021 • Litman Gregory Funds Trust • New York
FORM OF AUTHORIZED PARTICIPANT AGREEMENT FOR LITMAN GREGORY FUNDS TRUST This Authorized Participant Agreement (the “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and (the “Authorized Participant” or “AP”) and is subject to acceptance by State Street Bank & Trust Company (the “Transfer Agent”). The Transfer Agent serves as the transfer agent for the Litman Gregory Funds Trust (the “Trust”). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Trust shall be a third party beneficiary of this Agreement, and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Trust acting on an agency basis in connection with the sale and distribution of Creation Units (as defined below) of each series ofthe Trust (each a “Fund” and collectively, the “Funds”) named on Annex I to this Agreement, as m
DISTRIBUTION AGREEMENTDistribution Agreement • April 27th, 2021 • Manager Directed Portfolios • New York
THIS AGREEMENT is made as of November 9, 2020, between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”). Spyglass Capital Management LLC (“Spyglass”), the investment adviser to the Fund, as defined below, is a party to this Agreement solely for the purposes of Section 7.
LOAN AGREEMENTLoan Agreement • April 29th, 2021 • Manager Directed Portfolios • Ohio
This LOAN AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is made and entered into effective as of the __ day of ____, 20__ by and between _______, a ______________ business trust with its address at ______________________(the “Borrower”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association with its address at 425 Walnut Street, Cincinnati, Ohio 45202 (the "Bank").
AGREEMENT AND DECLARATION OF TRUST OF THE ROXBURY FUNDSAgreement and Declaration of Trust • May 1st, 2006 • Roxbury Funds • Delaware
MANAGER DIRECTED PORTFOLIOS OPERATING EXPENSE LIMITATION AGREEMENT with ARGENT CAPITAL MANAGEMENT LLCOperating Expense Limitation Agreement • September 26th, 2018 • Manager Directed Portfolios • Delaware
THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the September 28, 2018 by and between Manager Directed Portfolios (the “Trust”), a Delaware statutory trust, on behalf of the series of the Trust listed in Schedule A hereto, as may be amended from time to time (the “Fund”), and the investment adviser to the Fund, Argent Capital Management LLC (the “Adviser”), a Missouri limited liability company.
MANAGER DIRECTED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT with HOOD RIVER CAPITAL MANAGEMENT LLCInvestment Advisory Agreement • October 28th, 2020 • Manager Directed Portfolios • Delaware
THIS INVESTMENT ADVISORY AGREEMENT made this 20th day of May, 2020, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”) and Hood River Capital Management LLC, a Delaware limited liability company (the “Adviser”).
CHIEF COMPLIANCE OFFICER AGREEMENTChief Compliance Officer Agreement • January 25th, 2023 • Manager Directed Portfolios • Wisconsin
THIS CHIEF COMPLIANCE OFFICER AGREEMENT (the “Agreement”) is dated as of December 22, 2022, by and between U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Service Provider”), Manager Directed Portfolios (the “Trust”), and Jill Silver (“Compliance Officer”).
MANAGER DIRECTED PORTFOLIOS INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • June 29th, 2022 • Manager Directed Portfolios • Delaware
THIS INVESTMENT ADVISORY AGREEMENT made this 17th day of May, 2022, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”) and Mar Vista Investment Partners, LLC, a Delaware limited liability company (the “Adviser”).
AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS CUSTODY AGREEMENTCustody Agreement • September 10th, 2024 • Manager Directed Portfolios
THIS AMENDMENT, effective as of the last date in the signature block (the “Effective Date”), to the Custody Agreement dated as of July 1, 2016, as amended (the “Agreement”), is entered into by and between MANAGER DIRECTED PORTFOLIOS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS CUSTODY AGREEMENTCustody Agreement • September 27th, 2018 • Manager Directed Portfolios
THIS AMENDMENT, effective as of the 14th day of August, 2018, to the Custody Agreement, dated as of July 1, 2016, (the “Agreement”), is entered into by and between MANAGER DIRECTED PORTFOLIOS, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).
Certain identified information has been excluded from the exhibit because it is both not material and the type that the Registrant treats as private or confidential. AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENTFund Administration Servicing Agreement • November 9th, 2023 • Manager Directed Portfolios
THIS AMENDMENT, signed as of the last date in the signature block and effective as of November 3, 2023 (the “Effective Date”), to the Fund Administration Servicing Agreement dated as of July 1, 2016, as amended (the “Agreement”), is entered into by and between MANAGER DIRECTED PORTFOLIOS, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
