AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS CUSTODY AGREEMENT
AMENDMENT TO THE
THIS AMENDMENT, effective as of the 1st day of December, 2017, 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 two 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 I, the Marmont Redwood International Equity Fund and the Marmont Redwood Emerging Markets Fund are 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 VP
1
Exhibit I to the Manager Directed Portfolios Custody Agreement
Name of Series
Marmont Redwood International Equity Fund
Marmont Redwood Emerging Markets Fund
Custody Services Fee Schedule at December 2017
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 – $__
Plus portfolio transaction fees
Portfolio Transaction Fees
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$__ – Book entry DTC transaction, Federal Reserve transaction, principal paydown
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§
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$__ – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
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§
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$__ – Option/SWAPS/future contract written, exercised or expired
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§
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$__ – Mutual fund trade, Margin Variation Wire and outbound Fed wire
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§
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$__ – Physical security transaction
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§
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$__ – Check disbursement (waived if U.S. Bancorp is Administrator)
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A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges, negative interest charges and extraordinary expenses based upon complexity.
Additional Services
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See Additional Services Fee schedule for global servicing.
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$__ per Sub Advisor
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§
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$__ per Segregated Custody Account
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§
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No charge for the initial conversion free receipt.
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§
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Overdrafts – charged to the account at prime interest rate plus 2 unless a line of credit is in place.
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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.
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).
Advisor's Signature below acknowledges approval of the fee schedules on this Exhibit H.
Marmont Partners LLC
By: /s/ Xxxxxx XxXxxxxxxx
Printed Name and Title: Xxxxxx XxXxxxxxxx, CCO Date: 12/22/17
2
Exhibit I (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:<$5 billion: 1bp,>$5billion and <$10 billion: .75 bps; >$10 billion:. 50bps.
**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.
|
3
Miscellaneous Expenses
§
|
Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 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.
|
4