0000894189-19-001766 Sample Contracts

INVESTMENT ADVISORY AGREEMENT with
Investment Advisory Agreement • March 25th, 2019 • Manager Directed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 13th day of November, 2018, by and between Manager Directed Portfolios, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of the series of the Trust indicated on Schedule A attached hereto, as may be amended from time to time (each such series, the “Fund,” and together, the “Funds”), and iM Global Partner US, LLC (hereinafter called the “Adviser”), a Pennsylvania limited liability company.

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DISTRIBUTION AGREEMENT
Distribution Agreement • March 25th, 2019 • Manager Directed Portfolios • Delaware

THIS AGREEMENT is made and effective as of the 13th day of November, 2018, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”), Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”), and iM Global Partner US, LLC, the investment adviser to the Trust (the “Advisor”).

INVESTMENT SUB‑ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 25th, 2019 • Manager Directed Portfolios • Delaware

AGREEMENT made as of the 13th day of November, 2018, by and among Dynamic Beta investments LLC, a Delaware limited liability company, (the “Sub‑Adviser”), and iM Global Partner US, LLC, a Pennsylvania limited liability company (the “Adviser”).

Dated: February 27, 2019 AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 25th, 2019 • Manager Directed Portfolios

A The Company is an exempted company limited by shares under the laws of the Cayman Islands which has been formed as a subsidiary for iM DBi Managed Futures Strategy ETF (Fund). The Fund is a series of Manager Directed Portfolios (Trust), a Delaware statutory trust and an open-end management investment company, registered as such under the Investment Company Act of 1940, as amended (Investment Company Act).

MANAGER DIRECTED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 25th, 2019 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the 13th day of November, 2018, 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
Custody Agreement • March 25th, 2019 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the 13th day of November, 2018, to the Custody Agreement, dated as of July 1, 2016, (the “Agreement”), as amended, 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”).

AUTHORIZED PARTICIPANT AGREEMENT QUASAR DISTRIBUTORS, LLC MILWAUKEE, WI 53202
Authorized Participant Agreement • March 25th, 2019 • Manager Directed Portfolios • Delaware

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Quasar Distributors, LLC (the “Distributor”) and [ ] (the “Participant” and, together with the Distributor, the “Parties”) and is subject to acceptance by U.S. Bancorp Fund Services, LLC (the “Index Receipt Agent”) as index receipt agent for Managers Directed Portfolios (the “Trust”).

MANAGER DIRECTED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 25th, 2019 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the 13th day of November, 2018, 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”).

MANAGER DIRECTED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 25th, 2019 • Manager Directed Portfolios

THIS AMENDMENT, effective as of the 13th day of November, 2018, 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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