AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS CUSTODY AGREEMENT

AMENDMENT TO THE

MANAGER DIRECTED PORTFOLIOS

CUSTODY AGREEMENT

THIS AMENDMENT, effective as of the 14th day of August, 2018, 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”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add a fund; and

WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree to amend the Agreement and add the following series of Manager Directed Portfolios:

Exhibit K, the iM Xxxxx XxXxxxx Corporate Bond Fund, is hereby added and attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

MANAGER DIRECTED PORTFOLIOS	U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx	By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxxxx X Xxxxxxx	Name:  Xxxxx X. Xxxxxxxxx
Title:   President	Title:    Senior Vice President

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Exhibit K to the Manager Directed Portfolios Custody Agreement

Name of Series

iM Xxxxx XxXxxxx Corporate Bond Fund

Custody Services Fee Schedule

Annual Fee Based Upon Market Value per Fund*

__ basis point on average daily market value of all long securities and cash held in the portfolio

Minimum annual fee per fund – $__

Plus portfolio transaction fees

Portfolio Transaction Fees

§ $__ – Book entry DTC transaction, Federal Reserve transaction, principal paydown

§ $__ – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction

§ $__ – Option/SWAPS/future contract written, exercised or expired

§ $__ – Mutual fund trade, Margin Variation Wire and outbound Fed wire

§ $__ – Physical security transaction

§ $__ – Check disbursement (waived if U.S. Bancorp is Administrator)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.

Additional Services

§ See Additional Services Fee schedule for global servicing.

§ $__ per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)

§ Class Action Services – $__ filing fee per class action per account, plus 2% of gross proceeds, up to a maximum per recovery not to exceed $__.

§ No charge for the initial conversion free receipt.

§ Overdrafts – charged to the account at prime interest rate plus 2 unless a line of credit is in place.

In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new liquidity risk management and reporting requirements).

* Subject to annual CPI increase – All Urban Consumers – U.S. City Average.

Fees are calculated pro rata and billed monthly.

Adviser’s Signature below acknowledges approval of the fee schedules on this Exhibit K.

iM Global Partner US, LLC

By: Xxxxxxx X. Xxxxxx

Printed Name and Title: Xxxxxxx X. Xxxxxx, US Chief Operating Officer & Head of Distribution

Date: August 14, 2018

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Exhibit K (continued) to the Manager Directed Portfolios Custody Agreement

Additional Global Sub-Custodial Services Annual Fee Schedule

Country	Instrument	Safekeeping (BPS)	Transaction Fee		Country	Instrument	Safekeeping (BPS)	Transaction Fee
Argentina	All	____	$____		Lebanon	All	____	$____
Australia	All	____	$____		Lithuania	All	____	$____
Austria	All	____	$____		Luxembourg	All	____	$____
Bahrain	All	____	$____		Malaysia	All	____	$____
Bangladesh	All	____	$____		Mali	All	____	$____
Belgium	All	____	$____		Malta	All	____	$____
Benin	All	____	$____		Mauritius	All	____	$____
Bermuda	All	____	$____		Mexico	All	____	$____
Botswana	All	____	$____		Morocco	All	____	$____
Brazil	All	____	$____		Namibia	All	____	$____
Bulgaria	All	____	$____		Netherlands	All	____	$____
Burkina Faso	All	____	$____		New Zealand	All	____	$____
Canada	All	____	$____		Niger	All	____	$____
Cayman Islands*	All	____	$____		Nigeria	All	____	$____
Channel Islands*	All	____	$____		Norway	All	____	$____
Chile	All	____	$____		Oman	All	____	$____
China	All	____	$____		Pakistan	All	____	$____
Columbia	All	____	$____		Peru	All	____	$____
Costa Rica	All	____	$____		Philippines	All	____	$____
Croatia	All	____	$____		Poland	All	____	$____
Cyprus*	All	____	$____		Portugal	All	____	$____
Czech Republic	All	____	$____		Qatar	All	____	$____
Denmark	All	____	$____		Romania	All	____	$____
Ecuador	All	____	$____		Russia	Equities	____	$____
Egypt	All	____	$____		Senegal	All	____	$____
Estonia	All	____	$____		Singapore	All	____	$____
Euromarkets**	All	____	$____		Slovak Republic	All	____	$____
Finland	All	____	$____		Slovenia	All	____	$____
France	All	____	$____		South Africa	All	____	$____
Germany	All	____	$____		South Korea	All	____	$____
Ghana	All	____	$____		Spain	All	____	$____
Greece	All	____	$____		Sri Lanka	All	____	$____
Guinea Bissau	All	____	$____		Swaziland	All	____	$____
Hong Kong	All	____	$____		Sweden	All	____	$____
Hungary	All	____	$____		Switzerland	All	____	$____
Iceland	All	____	$____		Taiwan	All	____	$____
India	All	____	$____		Thailand	All	____	$____
Indonesia	All	____	$____		Togo	All	____	$____
Ireland	All	____	$____		Tunisia	All	____	$____
Israel	All	____	$____		Turkey	All	____	$____
Italy	All	____	$____		UAE	All	____	$____
Ivory Coast	All	____	$____		United Kingdom	All	____	$____
Japan	All	____	$____		Ukraine	All	____	$____
Jordan	All	____	$____		Uruguay	All	____	$____
Kazakhstan	All	____	$____		Venezuela	All	____	$____
Kenya	All	____	$____		Vietnam*	All	____	$____
Kuwait	All	____	$____		Zambia	All	____	$____
Latvia	Equities	____	$____		Zimbabwe	All	____	$____

Safekeeping and transaction fees are assessed on security and currency transactions.

*Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.

**Tiered by market value: < $__ billion: 1 bp, > $__ billion and < $__ billion: .75 bps, > $__ billion: .50 bps.

***Euromarkets – Non-Eurobonds: Surcharges vary by local market.

A monthly base fee per fund will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month.

§ 1–25 foreign securities: $__; 26–50 foreign securities: $__; Over 50 foreign securities: $__

§ Euroclear – Eurobonds only.  Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge.  In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.

§ For all other markets specified in above grid, surcharges may apply if a security is held outside of the local market.

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Miscellaneous Expenses

§ Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $__ per claim.

§ Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

§ A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses.  Also, certain expenses are charged at a predetermined flat rate.

§ SWIFT reporting and message fees.

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Exhibit K (continued) to the Manager Directed Portfolios Custody Agreement

Margin Management Services

Requires U.S. Bank as custodian for all assets

$__ annual program fee (includes up to 4 Account Control Agreements)

$__ annual fee per each additional Account Control Agreement.

Fees are calculated pro rata and billed monthly

Extraordinary Services –

Extraordinary services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge will be assessed based on the nature of the service and the responsibility involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in effect.

Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to the client directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

*Subject to annual CPI increase – All Urban Consumers – U.S. City Average

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