0000894189-21-006931 Sample Contracts

MANAGER DIRECTED PORTFOLIOS OPERATING EXPENSE LIMITATION AGREEMENT with HOOD RIVER CAPITAL MANAGEMENT LLC
Expense Limitation Agreement • September 28th, 2021 • Manager Directed Portfolios • Delaware

This Operating Expense Limitation Agreement (the “Agreement”) is made as of August 10, 2021 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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AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 28th, 2021 • Manager Directed Portfolios

THIS AMENDMENT to the Fund Accounting Servicing Agreement dated as of July 1, 2016, (the “Agreement”), is entered into as of July 23, 2021 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 • September 28th, 2021 • Manager Directed Portfolios

THIS AMENDMENT to the Fund Administration Servicing Agreement dated as of July 1, 2016, (the “Agreement”), is entered into as of July 23, 2021 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”), is effective as of July 1, 2019.

AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 28th, 2021 • Manager Directed Portfolios

THIS AMENDMENT to the Transfer Agent Servicing Agreement dated as of July 1, 2016, (the “Agreement”), is entered into as of July 23, 2021 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”).

AMENDED SCHEDULE A to the INVESTMENT ADVISORY AGREEMENT Dated May 20, 2020 between MANAGER DIRECTED PORTFOLIOS and HOOD RIVER CAPITAL MANAGEMENT LLC Hood River Portfolios Hood River Small-Cap Growth Fund Hood River International Opportunity Fund*
Investment Advisory Agreement • September 28th, 2021 • Manager Directed Portfolios

IN WITNESS WHEREOF, the parties hereto have caused this Amended Schedule A to be signed on their behalf by their duly authorized officers as of August 10, 2021.

SECOND AMENDMENT TO SECURITIES LENDING AGREEMENT
Securities Lending Agreement • September 28th, 2021 • Manager Directed Portfolios

THIS SECOND AMENDMENT TO SECURITIES LENDING AGREEMENT ("Amendment") is made and entered into effective as of August 10, 2021, 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").

AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS CUSTODY AGREEMENT
Custody Agreement • September 28th, 2021 • Manager Directed Portfolios

THIS AMENDMENT 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”) is effective as of July 23, 2021.

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • September 28th, 2021 • Manager Directed Portfolios • Wisconsin

THIS AMENDMENT (the “Amendment”) to the Distribution Agreement dated March 31, 2020 (the “Agreement”) among Manager Directed Portfolios (the “Fund Company”), a Delaware statutory trust, Hood River Capital Management LLC, an Oregon limited liability company (the “Adviser”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor” and, together with the Fund Company and Adviser, the “Parties”), has an Effective Date of August 10, 2021.

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