MANAGER DIRECTED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT

AMENDMENT TO THE

THIS AMENDMENT, effective as of the 13^th day of November, 2018, to the Fund Administration Servicing 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. 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 the iM DBi Managed Futures Strategy ETF and related fees and

WHEREAS, Section 11 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties hereby amend the Agreement as follows:

Exhibit I is hereby superseded and replaced with Exhibit I attached hereto.

This amendment will become effective upon the commencement of operations of the iM DBi Managed Futures Strategy ETF. Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

MANAGER DIRECTED PORTFOLIOS	U.S. BANCORP FUND SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxxx	By: _/s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxx	Name: Xxxxx X. Xxxxxxxxx
Title: President	Title: Senior Vice President

Exhibit I - Manager Directed Portfolios- Fund Administration Servicing Agreement

Name of Series

iM Xxxxx XxXxxxx Corporate Bond Fund

The below fee schedule is specific to the Fund named above:

Fund Start-up & Registration Services Project Fee Schedule

Legal Administration Service Proposal – In support of external legal counsel

$ ___ per project – one fund

$___ per project – two funds

$___ per project – three funds

$___ per project – four funds

(Includes MST external counsel fee, subject to services provided; if applicable)

§	Additional fee of $___ per sub-advisor

§	Additional fee of $___ per drafting multi-manager exemptive application (does not include outside legal costs)

§	MST may require up to $___ in escrow

Additional Legal Administration Services

§	Subsequent new fund launch – $___ per project

§	Subsequent new share class launch – $___ per project

§	Multi-managed funds – as negotiated based upon specific requirements

§	Proxy – as negotiated based upon specific requirements

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Postage, Federal and state filing fees, expenses from Board of Trustee meetings, third party auditing and legal expenses, XXXXX/XBRL filing

The Fund start-up and registration services project fee is paid for by the advisor and not the Fund(s).This fee is not able to be recouped by the advisor under an expense waiver limitation or similar agreement. Fund startup and registration service fees are billed 50% following the selection of U.S. Bancorp Fund Services and 50% 75 days after the preliminary registration statement is filed with the SEC filings.

Extraordinary services – negotiated based upon specific requirements

§	Multi-managed funds, proxy, expedited filings, asset conversion, fulcrum fee, exemptive applications

Exhibit I (continued)

Fund Administration, Fund Accounting & Portfolio Compliance Services Fee Schedule

Annual Fee Based Upon Average Net Assets per Fund*

§	___ basis points on the first $___ million

§	___ basis points on the next $___ million

§	___ basis points on the next $___ million

§	___ basis points on the balance

Minimum Annual Fee: $___per fund

§	Additional fee of $___for each additional class, Controlled Foreign Corporation (CFC), and/or sub-advisor

Services Included in Annual Fee Per Fund

§	Advisor Information Source – On-line access to portfolio management and compliance information.

§	Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.

§	USBFS Legal Administration (e.g., registration statement update)

§	CoreTax Services – See Additional Services Fee Schedule

All schedules subject to change depending upon use of unique security types requiring special pricing or accounting arrangements.

Data Services

Pricing Services

§	$___ – Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs

§	$___ – Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds

§	$___ – CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield

§	$___ – Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps

§	$___ – Bank Loans

§	$___ – Swaptions, Intraday money market funds pricing, up to 3 times per day

§	$___ – Credit Default Swaps

§	$___ per Month Manual Security Pricing (>25per day)

NOTE: Prices above are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees.

Corporate Action and Factor Services (security paydown)

§	$___ per Foreign Equity Security per Month

§	$___ per Domestic Equity Security per Month

§	$___ per CMOs, Asset Backed, Mortgage Backed Security per Month

Third Party Administrative Data Charges (descriptive data for each security)

§	$1 per security per month for fund administrative data

SEC Modernization Requirements

§	Form N-PORT – $___ per year, per Fund

§	Form N-CEN – $___ per year, per Fund

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Moody’s, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and travel related costs.

Additional Services

Additional services not included above shall be mutually agreed upon at the time of the service being added. Additional legal administration (e.g., subsequent new fund launch), daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, and additional services mutually agreed upon.

In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided

* Subject to annual CPI increase – All Urban Consumers – U.S. City Average. Fees are calculated pro rata and billed monthly.

Exhibit I (continued)

Fund Administration & Portfolio Compliance

(Additional Services Fee Schedule)

Transfer In-Kind

§	Tax Free Transfer In-Kind Cost Basis Tracking* – $5,000 per sub-account per year

Daily Compliance Services (if required)

§	Base fee – $___ per fund per year

§	Setup – $___ per fund group

Section 18 Compliance Testing

§	$___set up fee per fund complex

§	$___ per fund per month

Section 15(c) Reporting

§	$___ per fund per standard reporting package*

§	Additional 15c reporting is subject to additional charges

*Standard reporting packages for annual 15(c) meeting

Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report

Performance reporting package: Peer Comparison Report

§	Standard data source – Morningstar; additional charges will apply for other data services

Equity & Fixed Income Attribution Reporting

§	Fees are dependent upon portfolio makeup, services required, and benchmark requirements.

Core Tax Services

M-1 book-to-tax adjustments at fiscal and excise year-end, Prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).

Optional Tax Services

§	Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $___per year

§	Additional Capital Gain Dividend Estimates – (First two included in core services) – $___ per additional estimate

§	State tax returns - (First two included in core services) – $___ per additional return

Tax Reporting – MLP C-Corporations

Federal Tax Returns

§	Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) – $___

§	Prepare Federal and State extensions (If Applicable) – Included in the return fees

§	Prepare provision estimates – $___ Per estimate

State Tax Returns

§	Prepare state income tax returns for funds and blocker entities – $___ per state return

−	Sign state income tax returns – $___ per state return

−	Assist in filing state income tax returns – Included with preparation of returns

§	State tax notice consultative support and resolution – $___ per fund

Exhibit I (continued)- Manager Directed Portfolios Fund Administration Servicing Agreement

Name of Series

iM DBi Managed Futures Strategy ETF

The below fee schedule is specific to the Fund named above:

Fund Start-up & Registration Services Project Fee Schedule

Legal Administration Service Proposal – In support of external legal counsel

(Subject to services provided; if applicable)

$___ per project – one fund

$___ per project – two funds

$___ per project – three funds

$___ per project – four funds

Negotiated Fee – five funds and above

Additional fee of $___ per sub-advisor for 2 or more sub-advisors

Note: External legal costs are included in the above fee, unless otherwise stated, for the first fund(s) launched by advisor. Additional reviews by Trust counsel for extraordinary circumstances are billed at cost.

Additional Legal Administration Services

Subsequent new fund launch – $___ per fund or as negotiated

Drafting SEC exemptive order application for active and/or passively-managed ETF(s), multi-manager relief or other requested relief.

$___actively managed relief

$___ passively managed relief

Ongoing Annual Legal Administration Services

Add the following for legal administration services in support of external legal counsel, including annual registration statement update and drafting of supplements

$___ first fund

$___ each additional fund up to 5 funds

Fees negotiated for funds 6+

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Postage, if necessary

Federal and state regulatory filing fees

Expenses from Board of Trustee meetings

Third party auditing

XXXXX/XBRL filing

All other Miscellaneous expenses

Fund startup and registration services project fee is paid for by the advisor and not the Fund(s). This fee is not able to be recouped by the advisor under the expense waiver limitation or similar agreement. Fund startup and registration fees are billed 50% following the selection of U.S. Bancorp Fund Services and 50% 75 days after the preliminary registration statement is filed with the SEC filings.

Exhibit I (continued)- Manager Directed Portfolios Fund Administration Servicing Agreement

Base Fee for Accounting, Administration, Transfer Agent & Account Services

The following reflects the greater of the basis point fee or annual minimum¹ where iM Global Partner US acts as Adviser to the exchange-traded fund in the MDP Series Trust.

Annual Minimum per Fund² Basis Points on Trust AUM²

Funds 1-5 $___ First $___m ___bps

Funds 6-10 $___ Next $___m ___bps

Funds 11-15 $___ Next $___m ___bps

Funds 16+ $___ Balance ___ bps

See APPENDIX A for Services and Associated Fees in addition to the Base Fee

See APPENDIX B for OPTIONAL Supplemental Services and Associated Fees

APPENDIX A

Accounting, Administration, Transfer Agent & Account Services

(in addition to the Base Fee)

Pricing Services

For daily pricing of each securities (estimated 252 pricing days annually)

$___– Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps

$___– Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds

$___– CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield

$___– Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps

$___ – Bank Loans

$___– Swaptions

$___ – Intraday money market funds pricing, up to 3 times per day

$___– Credit Default Swaps

$___ per Month Manual Security Pricing (>25per day)

NOTE: Prices are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees. All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.

Corporate Action Services

Fee for IDC data used to monitor corporate actions

$___per Foreign Equity Security per Month

$___per Domestic Equity Security per Month

$___per CMOs, Asset Backed, Mortgage Backed Security per Month

MDP Trust Chief Compliance Officer Annual Fee (subject to board approval)

$___ for the first fund

$___ for each additional fund

$___ per sub-advisor per fund

Additional $___ per distributor other than Quasar Distributors, LLC

Third Party Administrative Data Charges (descriptive data for analytics, reporting and compliance)

$___ per security per month for fund administrative

Exhibit I (continued)- Manager Directed Portfolios Fund Administration Servicing Agreement

APPENDIX A continued

SEC Modernization Requirements

Form N-PORT – $___ per year, per Fund

Form N-CEN – $___ per year, per Fund

Controlled Foreign Corporation (CFC)

USBFS Fee Schedule plus $___

Section 15(c) Reporting

§	$___ per fund per standard reporting package*

§	Additional 15c reporting is subject to additional charges

*Standard reporting packages for annual 15(c) meeting

Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report

- Performance reporting package: Peer Comparison Report

§	Standard data source – Morningstar; additional charges will apply for other data services

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: SWIFT processing, customized reporting, third-party data provider costs (including GICS, MSCI, Lipper, etc.), postage, stationary, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, expenses related to and including travel to and from Board of Trustee meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary), and travel related costs .

Fees are calculated pro rata and billed monthly

Exhibit I (continued)- Manager Directed Portfolios Fund Administration Servicing Agreement

APPENDIX B

OPTIONAL Supplemental Services for Fund Accounting, Fund Administration & Portfolio Compliance (provided by USBFS upon client request and/or need)

Daily Compliance Services

Base fee – $___ per fund per year

Setup – $___ per fund group

Section 18 Daily Compliance Testing (for derivatives and leverage)

$___ set up fee per fund complex

$___ per fund per month

C- Corp Administrative Services

1940 Act C-Corp – USBFS Fee Schedule plus $___

1933 Act C-Corp – USBFS Fee Schedule plus $___

Fees are calculated pro rata and billed monthly

Adviser’s Signature below acknowledges approval of the Fund Administration fee schedules on this Exhibit I.

iM Global Partner US, LLC

By: ______________________________

Printed Name and Title: Xxxxxxx X. Xxxxxx, U.S. Chief Operating Officer and Head of Distribution

Date: _______________________

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MANAGER DIRECTED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT

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