0000894189-16-013309 Sample Contracts

Form of DISTRIBUTION AGREEMENT
Form of Distribution Agreement • December 2nd, 2016 • Manager Directed Portfolios • Wisconsin

THIS AGREEMENT is made and effective and of September 27, 2016, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”). Pemberwick Investment Advisors, LLC, a Delaware limited liability company and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Sections 3 F. and 6 only.

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Investment Advisory Agreement
Investment Advisory Agreement • December 2nd, 2016 • Manager Directed Portfolios • Delaware

AGREEMENT made this 21st day of November, 2016, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”), and Pemberwick Investment Advisors, LLC, a Delaware limited liability company (the “Adviser”).

Form of AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 2nd, 2016 • Manager Directed Portfolios

THIS AMENDMENT, dated as of the 27th day of September, 2016, to the Fund Accounting Servicing Agreement dated as of July 1, 2016, (the “Agreement”), is entered into by and between MANAGER DIRECTED PORTFOLIOS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Form of AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • December 2nd, 2016 • Manager Directed Portfolios

THIS AMENDMENT dated as of the 27th day of September, 2016, 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”).

Form of AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • December 2nd, 2016 • Manager Directed Portfolios

THIS AMENDMENT, dated as of the 27TH day of September, 2016, 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”).

Form of SUB-ADVISORY AGREEMENT
Form of Sub-Advisory Agreement • December 2nd, 2016 • Manager Directed Portfolios • New York

AGREEMENT made this ____ day of _______________, 2016 between Pemberwick Investment Advisors LLC (the “Adviser”) and J.P. Morgan Investment Management Inc. (the “Sub-Adviser”).

Form of AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 2nd, 2016 • Manager Directed Portfolios

THIS AMENDMENT, dated as of the 27th day of September, 2016, to the Transfer Agent Servicing Agreement dated as of July 1, 2016, (the “Agreement”), is entered into by and between MANAGER DIRECTED PORTFOLIOS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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