0000894189-18-000842 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • February 9th, 2018 • Manager Directed Portfolios • Wisconsin

THIS AGREEMENT is made and effective as of December 1, 2017, by and between Manager Directed Portfolios, a Delaware statutory trust (the "Trust"), Quasar Distributors, LLC, a Delaware limited liability company (the "Distributor") and Marmont Partners LLC, a the investment advisor to the Trust (the "Advisor").

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MANAGER DIRECTED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT with MARMONT PARTNERS LLC
Investment Advisory Agreement • February 9th, 2018 • Manager Directed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made as of the 9th day of February, 2018, 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 Marmont Partners LLC (hereinafter called the "Adviser"), a Pennsylvania limited liability company located at 379 Lancaster Ave., Suite 11, Haverford PA 19041.

MANAGER DIRECTED PORTFOLIOS OPERATING EXPENSE LIMITATION AGREEMENT with MARMONT PARTNERS LLC
Operating Expense Limitation Agreement • February 9th, 2018 • Manager Directed Portfolios • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the "Agreement") is made as of the 9th day of February, 2018, 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, Marmont Partners LLC (the "Adviser"), a Pennsylvania limited liability company located at 379 Lancaster Ave., Suite 11, Haverford, PA 19041.

AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • February 9th, 2018 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the 1st day of December, 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 • February 9th, 2018 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the 1st day of December, 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").

INVESTMENT SUB‑ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • February 9th, 2018 • Manager Directed Portfolios • Delaware

AGREEMENT made as of the 9th day of February, 2018, by and among Redwood Investments, LLC, a Massachusetts limited liability company, located at One Gateway Center, Suite 802, Newton, Massachusetts 02458, (the "Sub‑Advisor"), and Marmont Partners LLC, a Pennsylvania limited liability company located at 379 Lancaster Ave., Suite 11, Haverford, PA 19041 (the "Advisor").

AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 9th, 2018 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the 1st day of December, 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 • February 9th, 2018 • Manager Directed Portfolios

THIS AMENDMENT effective as of the 1st day of December, 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").

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