AMENDMENT TO THE

THIS AMENDMENT, effective as of the 13^th 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”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the series of the Trust to add the iM DBi Managed Futures Strategy ETF and related fees; 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 hereby amend the Agreement as follows:

Exhibit K is hereby superseded and replaced with Exhibit K attached hereto.

This amendment will become effective upon the commencement of operations of the iM DBi Managed Futures Strategy ETF. 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

Exhibit K to the Manager Directed Portfolios Custody Agreement

Name of Series

iM Xxxxx XxXxxxx Corporate Bond Fund

The below fee schedule is specific to the Fund named above:

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.

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.

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.

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

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

Name of Series

iM DBi Managed Futures Strategy ETF

The below fee schedule is specific to the Fund named above:

Base Fee for Domestic Custody Services

The following reflects the greater of the basis point fee or annual minimum¹ where iM Global Partner US acts as Adviser to the exchange-traded fund in the MDP series trust.

Annual Minimum per Fund²	Basis Points on Trust AUM²
Funds 1-10 $___	First $___m ___bp
Funds 11-20 $__	Next $___m ___bp
Funds 21+ $___	Balance ___bp

See APPENDIX C for Services and Associate Fees in addition to Base Fee

See APPENDIX D for Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee

APPENDIX C

Domestic Custody Services in addition to the Base Fee

Portfolio Transaction Fees²

$___ – 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.

Securities Lending and Money Market Deposit Account (MMDA)

Coordinated by USBFS per Board of Trustee approval – Negotiable

Miscellaneous Expenses

Additional Services

§	Additional fees apply for global servicing. Fund of Fund expenses quoted separately.

$___ 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

Fees are calculated pro rata and billed monthly

² “Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades.

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

APPENDIX D

Additional Global Sub-Custodial Services Annual Fee Schedule

Base Fee

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 – $___

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

Plus:

Global Custody Transaction Fees¹

Global Custody transaction fees associate with Sponsor Trades². (See schedule below)

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

Global Safekeeping and Transaction Fees

(See schedule below)

Tax Reclamation Services

Miscellaneous Expenses

Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.

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.

Fees are calculated pro rata and billed monthly

²“Sponsor trades” are defined as any trades put through the Portfolio, on behalf of the Fund by any portfolio manager/sub advisor and their affiliates authorized by the BOT to act on behalf of the Fund, outside of the create/redeem process. Cash-in-Lieu proceeds received as part of the create/redeem process, and their related transactions are not considered to be “Sponsor trades.”

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.

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

iM Global Partner US, LLC

By: ______________________________

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

Date: _______________

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AMENDMENT TO THE

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