0000894189-17-006726 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 22nd, 2017 • Manager Directed Portfolios • Wisconsin

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

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MANAGER DIRECTED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT with SPYGLASS CAPITAL MANAGEMENT
Investment Advisory Agreement • December 22nd, 2017 • Manager Directed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made as of the 20th day of November, 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 Spyglass Capital Management LLC (hereinafter called the "Adviser"), a California limited liability company.

MANAGER DIRECTED PORTFOLIOS OPERATING EXPENSE LIMITATION AGREEMENT with SPYGLASS CAPITAL MANAGEMENT LLC
Operating Expense Limitation Agreement • December 22nd, 2017 • Manager Directed Portfolios • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the "Agreement") is made as of the 20th day of November, 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, Spyglass Capital Management LLC (the "Adviser"), a California limited liability company.

AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • December 22nd, 2017 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the ___ day of November, 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 FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 22nd, 2017 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the _____ day of November, 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 FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 22nd, 2017 • Manager Directed Portfolios

THIS AMENDMENT effective as of the _____ day of November, 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 TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 22nd, 2017 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the ____ day of November, 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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