Manager Directed Portfolios Sample Contracts

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THE ROXBURY FUNDS
Share Purchase Agreement • October 26th, 2007 • Roxbury Funds • Delaware
WITNESSETH:
Shareholder Servicing Agreement • October 26th, 2007 • Roxbury Funds • Delaware
DISTRIBUTION AGREEMENT
Distribution Agreement • September 27th, 2018 • Manager Directed Portfolios • Wisconsin

THIS AGREEMENT is made and effective as of the 14th day of August, 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 advisor to the Trust (the “Advisor”).

MANAGER DIRECTED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT with VERT ASSET MANAGEMENT LLC
Investment Advisory Agreement • November 9th, 2023 • Manager Directed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 17th day of August, 2023, 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 Vert Asset Management LLC (hereinafter called the “Adviser”), a California limited liability company.

ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • November 9th, 2023 • Manager Directed Portfolios • Delaware

This distribution agreement (the “Agreement”) is effective this 11th day of September, 2023, and made by Manager Directed Portfolios, a Delaware statutory trust (the “Trust”) having its principal place of business at615 East Michigan Street, Milwaukee, Wisconsin 53202, and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at 111 E. Kilbourn Avenue, Suite 2200, Milwaukee, WI 53202.

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”).

FORM OF AUTHORIZED PARTICIPANT AGREEMENT Manager Directed Portfolios
Authorized Participant Agreement • November 9th, 2023 • Manager Directed Portfolios • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Quasar Distributors, LLC (the “Distributor”) and __________ (the “Participant”) and is subject to acceptance by [ ] (the “[Transfer Agent/Index Receipt Agent]”), and is further subject to acknowledgement and agreement by Manager Directed Portfolios (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), solely with respect to Sections 4(c) and 12(c) herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”).

DISTRIBUTION AGREEMENT
Distribution Agreement • July 28th, 2022 • Manager Directed Portfolios • Delaware

THIS AGREEMENT is made and entered into as of August 10, 2021, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Company”) and Vigilant Distributors, LLC, a Delaware limited liability company (the “Distributor”). Pemberwick Investment Advisors, LLC, a Delaware limited liability company, and an investment advisor to one or more series of the Trust (the “Advisor”), is a party hereto with respect to Sections 3 F. and 6 only.

AGREEMENT AND DECLARATION OF TRUST OF THE ROXBURY FUNDS
Agreement and Declaration • May 1st, 2006 • Roxbury Funds • Delaware
CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • October 28th, 2009 • Roxbury Funds

THIS AGREEMENT is entered into as of October 17 , 2007 and effective retroactively to February 2, 2007 by and between PFPC TRUST COMPANY, a limited purpose trust company incorporated under the laws of Delaware (“PFPC Trust”), and THE ROXBURY FUNDS, a Delaware statutory trust (the “Fund”).

FORESIDE FUND SERVICES, LLC DEALER AGREEMENT
Dealer Agreement • October 26th, 2012 • Roxbury Funds • Delaware

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies referenced above and covered hereunder (collectively, “Company”) which may be amended by us from time to time, Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 25th, 2013 • Roxbury Funds • Delaware

AGREEMENT, dated as of May 30, 2013 by and between Roxbury Capital Management LLC, a limited liability company organized under the laws of the State of Delaware (the “Adviser”), and Hood River Capital Management LLC, a limited liability company organized under the laws of the State of Delaware (the “Sub-Adviser”).

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FORM OF SECURITIES LENDING AGREEMENT
Securities Lending Agreement • October 24th, 2023 • Manager Directed Portfolios • Minnesota

THIS SECURITIES LENDING AGREEMENT ("Agreement") is made and entered into effective as of October 27, 2022, by and between U.S. BANK NATIONAL ASSOCIATION ("Bank") and MANAGER DIRECTED PORTFOLIOS ("MDP"), on behalf of each respective series identified in Exhibit A attached hereto and made a part hereof (each such series hereinafter referred to as a separate "Customer").

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF THE ROXBURY FUNDS
Roxbury Funds • October 26th, 2007 • Delaware
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF MANAGER DIRECTED PORTFOLIOS
Agreement and Declaration • July 28th, 2023 • Manager Directed Portfolios • Delaware

The Amended and Restated Agreement and Declaration of Trust of Manager Directed Portfolios f/k/a “The Roxbury Funds” (the “Trust,”), dated as of March 20, 2007, as amended May 15, 2017, November 13, 2018, and March 30, 2022, is hereby amended and restated as of July 26, 2023 among the Trustees and each person who becomes a Shareholder (as defined in Section 1.2) in accordance with the terms hereinafter set forth.

Contract
Authorized Participant Agreement • July 16th, 2021 • Litman Gregory Funds Trust • New York

FORM OF AUTHORIZED PARTICIPANT AGREEMENT FOR LITMAN GREGORY FUNDS TRUST This Authorized Participant Agreement (the “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and (the “Authorized Participant” or “AP”) and is subject to acceptance by State Street Bank & Trust Company (the “Transfer Agent”). The Transfer Agent serves as the transfer agent for the Litman Gregory Funds Trust (the “Trust”). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Trust shall be a third party beneficiary of this Agreement, and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Trust acting on an agency basis in connection with the sale and distribution of Creation Units (as defined below) of each series ofthe Trust (each a “Fund” and collectively, the “Funds”) named on Annex I to this Agreement, as m

DISTRIBUTION AGREEMENT
Distribution Agreement • April 27th, 2021 • Manager Directed Portfolios • New York

THIS AGREEMENT is made as of November 9, 2020, between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”). Spyglass Capital Management LLC (“Spyglass”), the investment adviser to the Fund, as defined below, is a party to this Agreement solely for the purposes of Section 7.

Form of DISTRIBUTION AGREEMENT
Form of Distribution Agreement • December 2nd, 2016 • Manager Directed Portfolios • Wisconsin

THIS AGREEMENT is made and effective and of September 27, 2016, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”) and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”). Pemberwick Investment Advisors, LLC, a Delaware limited liability company and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Sections 3 F. and 6 only.

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.

MANAGER DIRECTED PORTFOLIOS OPERATING EXPENSE LIMITATION AGREEMENT with ARGENT CAPITAL MANAGEMENT LLC
Operating Expense Limitation Agreement • September 26th, 2018 • Manager Directed Portfolios • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the September 28, 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, Argent Capital Management LLC (the “Adviser”), a Missouri limited liability company.

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”).

MANAGER DIRECTED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT with SWP INVESTMENT MANAGEMENT, LLC
Investment Advisory Agreement • September 10th, 2024 • Manager Directed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of the 26th day of August, 2024, 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 (each such series, a “Fund,” and together, the “Funds”), and SWP Investment Management, LLC (hereinafter called the “Adviser”), an Ohio limited liability company.

CHIEF COMPLIANCE OFFICER AGREEMENT
Chief Compliance Officer Agreement • January 25th, 2023 • Manager Directed Portfolios • Wisconsin

THIS CHIEF COMPLIANCE OFFICER AGREEMENT (the “Agreement”) is dated as of December 22, 2022, by and between U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Service Provider”), Manager Directed Portfolios (the “Trust”), and Jill Silver (“Compliance Officer”).

MANAGER DIRECTED PORTFOLIOS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 29th, 2022 • Manager Directed Portfolios • Delaware

THIS INVESTMENT ADVISORY AGREEMENT made this 17th day of May, 2022, by and between Manager Directed Portfolios, a Delaware statutory trust (the “Trust”) and Mar Vista Investment Partners, LLC, a Delaware limited liability company (the “Adviser”).

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