0000894189-20-008639 Sample Contracts

MANAGER DIRECTED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT with HOOD RIVER CAPITAL MANAGEMENT LLC
Investment Advisory Agreement • October 28th, 2020 • Manager Directed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT made this 20th day of May, 2020, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”) and Hood River Capital Management LLC, a Delaware limited liability company (the “Adviser”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • October 28th, 2020 • Manager Directed Portfolios

THIS DISTRIBUTION AGREEMENT (“Agreement”) is by and between Quasar Distributors, LLC (the “Distributor”), Manager Directed Portfolios (“Fund Company”) and Hood River Capital Management LLC (“Adviser”).

FIRST AMENDMENT TO SECURITIES LENDING AGREEMENT
Securities Lending Agreement • October 28th, 2020 • Manager Directed Portfolios • Delaware

THIS FIRST AMENDMENT TO SECURITIES LENDING AGREEMENT ("Amendment") is made and entered into effective as of October 28, 2020, by and between U.S. BANK NATIONAL ASSOCIATION ("Bank") and MANAGER DIRECTED PORTFOLIOS, on behalf of each respective series identified in Exhibit A attached to the Agreement (each such series hereinafter referred to as a separate "Customer").

MANAGER DIRECTED PORTFOLIOS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT with HOOD RIVER CAPITAL MANAGEMENT LLC
Expense Limitation Agreement • October 28th, 2020 • Manager Directed Portfolios • Delaware

This Amended and Restated Expense Limitation Agreement (the “Agreement”) is made as of October 13, 2020 by and between Manager Directed Portfolios (the “Trust”), a Delaware statutory trust, on behalf of each of the series of the Trust listed in Exhibit A hereto, as may be amended from time to time (the “Fund”), and the investment adviser to the Fund, Hood River Capital Management LLC (the “Adviser”), a Delaware limited liability company.

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