AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS CUSTODY AGREEMENT

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

CUSTODY AGREEMENT

THIS AMENDMENT, effective October 1, 2023 (the “Effective Date”), 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”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to take into account present circumstances; and

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment

by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree to amend Exhibit K of the Agreement to update the fund name and fees.

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 Effective Date.

MANAGER DIRECTED PORTFOLIOS         U.S. BANK NATIONAL ASSOCIATION

By: ____/s/ Xxxxx X. Xxxx_____________        By: ___/s/ Xxxxxxx Xxxxxx_____________

Name:    __Xxxxx X. Xxxx______________        Name:    __Xxxxxxx Xxxxxx______________

Title: __Secretary____________________        Title: __Sr. Vice President_____________

Date:        1/8/24                Date: 1/9/2024

Exhibit K to the Manager Directed Portfolios Custody Agreement

Name of Series

1

Sphere 500 Climate Fund

2

Custody Services Fee Schedule

Based upon an annual rate of average daily market value of all long securities and cash held in the portfolio*:

[ ] basis points

$ [ ]- Minimum annual fee per fund

Plus, portfolio transaction fees

Portfolio Transaction Fees

■$ [ ]- Book entry DTC transaction, Federal Reserve transaction, principal paydown

■$[ ]- Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction

■$ [ ]- Option/SWAPS/future contract written, exercised or expired

■$ [ ]- Mutual fund trade, Margin Variation Wire and outbound Fed wire

■$ [ ]- Physical security transaction

■$ [ ]- Check disbursement (waived if U.S. Bancorp is Administrator)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

Additional Services

■Additional fees apply for global servicing. Fund of Fund expenses quoted separately.

■$ [ ]per custody sub account per year (e.g., per sub – adviser, segregated account, etc.)

■Class Action Services - $ [ ]filing fee per class action per account, plus [ ]% of gross proceeds, up to a maximum per recovery not to exceed $ [ ].

■No charge for the initial conversion free receipt.

■Overdrafts - charged to the account at prime interest rate plus [ ]% unless a line of credit is in place.

■Third Party lending - Additional fees will apply

* Subject to annual CPI increase - All Urban Consumers - U.S. City Average" index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

Fees are calculated pro rata and billed monthly.

3

Fund Chief Compliance Officer (CCO) Services Annual Fee Schedule

■$ [ ]for the [ ]fund (subject to Board approval)

■$ [ ]for each additional fund [ ]- [ ] (subject to change based on Board review and approval)

■$ [ ]for each fund over [ ] funds

■$ [ ]per sub-adviser per fund (capped at $ [ ]per sub-adviser over the fund complex)

■$ [ ]per external distributor

■For more than one fund, fees will be aggregated and allocated equally.

■$ [ ]- onboarding fee

●Per adviser relationship, and subject to change based upon board review and approval.

Additional services not included above shall be mutually agreed upon at the time of the service being added. 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 (e.g., compliance with new liquidity risk management and reporting requirements).

* Subject to annual CPI increase - All Urban Consumers - U.S. City Average" index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

Fees are calculated pro rata and billed monthly.

4

Additional Global Sub-Custodial Services Annual Fee Schedule

Country

Safekeeping (BPS)

Transaction Fee

Country

Safekeeping (BPS)

Transaction Fee

Country

Safekeeping (BPS)

Transaction Fee

Argentina

[ ]

[ ]

Hong Kong

[ ]

[ ]

Poland

[ ]

[ ]

Australia

[ ]

[ ]

Hungary

[ ]

[ ]

Portugal

[ ]

[ ]

Austria

[ ]

[ ]

Iceland

[ ]

[ ]

Qatar

[ ]

[ ]

Bahrain

[ ]

[ ]

India

[ ]

[ ]

Romania

[ ]

[ ]

Bangladesh

[ ]

[ ]

Indonesia

[ ]

[ ]

Russia

[ ]

[ ]

Belgium

[ ]

[ ]

Ireland

[ ]

[ ]

Saudi Arabia

[ ]

[ ]

Bermuda

[ ]

[ ]

Israel

[ ]

[ ]

Serbia

[ ]

[ ]

Botswana

[ ]

[ ]

Italy

[ ]

[ ]

Singapore

[ ]

[ ]

Brazil

[ ]

[ ]

Japan

[ ]

[ ]

Slovakia

[ ]

[ ]

Bulgaria

[ ]

[ ]

Jordan

[ ]

[ ]

Slovenia

[ ]

[ ]

Canada

[ ]

[ ]

Kenya

[ ]

[ ]

South Africa

[ ]

[ ]

Chile

[ ]

[ ]

Kuwait

[ ]

[ ]

South Korea

[ ]

[ ]

China Connect

[ ]

[ ]

Latvia

[ ]

[ ]

Spain

[ ]

[ ]

China (B Shares)

[ ]

[ ]

Lithuania

[ ]

[ ]

Sri Lanka

[ ]

[ ]

Colombia

[ ]

[ ]

Luxembourg

[ ]

[ ]

Sweden

[ ]

[ ]

Costa Rica

[ ]

[ ]

Malaysia

[ ]

[ ]

Switzerland

[ ]

[ ]

Croatia

[ ]

[ ]

Malta

[ ]

[ ]

Tanzania

[ ]

[ ]

Cyprus

[ ]

[ ]

Mauritius

[ ]

[ ]

Taiwan

[ ]

[ ]

Czech Republic

[ ]

[ ]

Mexico

[ ]

[ ]

Thailand

[ ]

[ ]

Denmark

[ ]

[ ]

Morocco

[ ]

[ ]

Tunisia

[ ]

[ ]

Egypt

[ ]

[ ]

Namibia

[ ]

[ ]

Turkey

[ ]

[ ]

Estonia

[ ]

[ ]

Netherlands

[ ]

[ ]

UAE

[ ]

[ ]

Eswatini

[ ]

[ ]

New Zealand

[ ]

[ ]

Uganda

[ ]

[ ]

Euroclear (Eurobonds)

[ ]

[ ]

Nigeria

[ ]

[ ]

Ukraine

[ ]

[ ]

Euroclear (Non-Eurobonds)

[ ]

[ ]

Norway

[ ]

[ ]

United Kingdom

[ ]

[ ]

Finland

[ ]

[ ]

Oman

[ ]

[ ]

Uruguay

[ ]

[ ]

France

[ ]

[ ]

Pakistan

[ ]

[ ]

Vietnam

[ ]

[ ]

Germany

[ ]

[ ]

Panama

[ ]

[ ]

West African Economic Monetary Union (WAEMU)**

[ ]

[ ]

Ghana

[ ]

[ ]

Peru

[ ]

[ ]

Zambia

[ ]

[ ]

Greece

[ ]

[ ]

Philippines

[ ]

[ ]

Zimbabwe

[ ]

[ ]

*Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network. **Includes Ivory Coast, Mali, Niger, Burkina Faso, Senegal, Guinea Bissau, Togo and Benin.

5

Global Custody Base Fee

$ [ ]monthly base fee of per fund will apply. If no global assets are held within a given month, the monthly base charge will not apply for that month. "Safekeeping and transaction fees are assessed on security and currency transactions."

Miscellaneous Expenses

■Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, tax reclaim fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, central securities depository fees, securities market regulator fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, SWIFT reporting and message fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

■The client may also be charged certain expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.

6

ESG Compliance Reporting Services

■Monthly Investor Transparency Reporting $[ ]per annum per fund.

Global Fund Services will provide a portfolio level ESG risk rating – across several criteria – to either the investment manager or the underlying investors as needed monthly. The ESG risk rating will be derived from leading market vendor data received in respect of those equity or equity derived portfolio investments where the corresponding risk data can be sourced. The risk rating will be assigned at a portfolio level based on its month end holdings and will be expressed as either a percentage of Net Asset Value or as a percentage of total portfolio holdings.

Reflection Asset Management acknowledges fee schedule on this Exhibit K

REFLECTION ASSET MANAGEMENT

By: __/s/ Xxxxx Xxxxxxx____________________________

Printed Name and Title: _____Xxxxx Xxxxxxx________________________ Date: _1-8-24________

7