0000894189-17-004938 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • September 18th, 2017 • Manager Directed Portfolios • Wisconsin

THIS AGREEMENT is made and effective as of August 14, 2017, by and between Manager Directed Portfolios, a Delaware statutory trust (the "Trust"), Quasar Distributors, LLC, a Delaware limited liability company (the "Distributor") and Vert Asset Management LLC, a Delaware limited liability company and the investment advisor to the Trust (the "Advisor").

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MANAGER DIRECTED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT with VERT ASSET MANAGEMENT LLC
Investment Advisory Agreement • September 18th, 2017 • Manager Directed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made as of the 20th day of September, 2017, 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.

MANAGER DIRECTED PORTFOLIOS OPERATING EXPENSE LIMITATION AGREEMENT with VERT ASSET MANAGEMENT LLC
Operating Expense Limitation Agreement • September 18th, 2017 • Manager Directed Portfolios • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the "Agreement") is made as of the 20th day of September, 2017, 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, Vert Asset Management LLC (the "Adviser"), a California limited liability company.

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 18th, 2017 • Manager Directed Portfolios • Delaware

This Agreement is effective as of September 20, 2017, by and between Vert Asset Management LLC, a California limited liability company ("Manager"), and Dimensional Fund Advisors LP, a Delaware limited partnership ("Subadviser").

AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • September 18th, 2017 • Manager Directed Portfolios

THIS AMENDMENT effective as of the 14th day of August, 2017, 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").

AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 18th, 2017 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the 14th day of August, 2017, to the Fund Accounting 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").

AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • September 18th, 2017 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the 14TH day of August, 2017, 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").

AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 18th, 2017 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the 14th day of August, 2017, to the Transfer Agent 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").

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