FORM OF AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS FUND ADMINISTRATION SERVICING AGREEMENT
FORM OF AMENDMENT TO THE
THIS AMENDMENT to the Fund Administration Servicing 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. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”), is effective as of July 1, 2019.
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the fee schedule in Exhibit B of the Agreement; and
WHEREAS, Section 11 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 Managed Director Portfolios:
Effective July 1, 2019, Exhibit B of the Agreement is hereby superseded and replaced with Exhibit B attached hereto.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. BANCORP FUND SERVICES, LLC
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Exhibit B to the Manager Directed Portfolios Fund Administration Servicing Agreement
Name of Series Date Added
Hood River Small-Cap Growth Fund on or after July 1, 2016
Fund Accounting, Fund Administration & Portfolio Compliance at July 1, 2019
Fund Start-up & Registration Services Project Fee Schedule
Legal Administration Service Proposal - In support of external legal counsel
$_ per project - one fund
$_ per project - two funds
$_ per project - three funds
$_ per project - four funds
(Includes MST external counsel fee, subject to services provided; if applicable)
▪ | Additional fee of $_ per sub-advisor |
▪ | Additional fee of $_ per drafting multi-manager exemptive application (does not include outside legal costs) |
▪ | MST may require up to $_ in escrow |
Additional Legal Administration Services
▪ | Subsequent new fund launch - $_ per project |
▪ | Subsequent new share class launch - $_ per project |
▪ | Multi-managed funds - as negotiated based upon specific requirements |
▪ | Proxy - as negotiated based upon specific requirements |
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:
Postage, Federal and state filing fees, expenses from Board of Trustee meetings, third party auditing and legal expenses, XXXXX/XBRL filing
The Fund start-up and registration services project fee is paid for by the advisor and not the Fund(s). This fee is not able to be recouped by the advisor under an expense waiver limitation or similar agreement. Fund startup and registration service fees are billed 50% following the selection of U.S. Bank and 50% 75 days after the preliminary registration statement is filed with the SEC filings.
Extraordinary services - negotiated based upon specific requirements
▪ | Multi-managed funds, proxy, expedited filings, asset conversion, fulcrum fee, exemptive applications |
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Exhibit B (continued) to the Manager Directed Portfolios Fund Administration Servicing Agreement
Fund Administration, Fund Accounting & Portfolio Compliance Services Fee Schedule at July 1, 2019
Annual Fee Based Upon Average Net Assets per Fund*
5 basis points on the first $_
4 basis points on the balance
Minimum Annual Fee: $_ per fund
▪ | Additional fee of $_ for each additional class (waived for the first two additional classes of the Hood River Small-Cap Growth Fund), Controlled Foreign Corporation (CFC), and/or sub-advisor |
Services Included in Annual Fee Per Fund
▪ | Advisor Information Source - On-line access to portfolio management and compliance information. |
▪ | Daily Performance Reporting - Daily pre and post-tax fund and/or sub-advisor performance reporting. |
▪ | U.S. Bank Legal Administration (e.g., registration statement update) |
▪ | Core Tax Services - See Additional Services Fee Schedule |
All schedules subject to change depending upon use of unique security types requiring special pricing or accounting arrangements.
Data Services
Pricing Services
▪ | $_ - Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs, Total Return Swaps |
▪ | $_ - Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds |
▪ | $_ - CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield |
▪ | $_ - Interest Rate Swaps, Foreign Currency Swaps |
▪ | $_ - Bank Loans |
▪ | $_ - Swaptions, Intraday money market funds pricing, up to 3 times per day |
▪ | $_ - Credit Default Swaps |
▪ | $_ per Month Manual Security Pricing (>25per day) |
NOTE: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees.
Corporate Action and Factor Services (security paydown)
▪ | $_per Foreign Equity Security per Month |
▪ | $_ per Domestic Equity Security per Month |
▪ | $_ per CMOs, Asset Backed, Mortgage Backed Security per Month |
Third Party Administrative Data Charges (descriptive data for each security)
▪ | $_ per security per month for fund administrative data |
SEC Modernization Requirements
▪ | Form N-PORT - $_ per year, per Fund |
▪ | Form N-CEN - $_ per year, per Fund |
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Fund Chief Compliance Officer (CCO) Services Annual Fee Schedule
▪ | $_ for the first fund (subject to Board approval) |
▪ | $_ for funds 2-5 (subject to change based on Board review and approval) |
▪ | $_ for funds over 5 |
▪ | $_ per sub-advisor per fund |
▪ | Per advisor relationship, and subject to change based upon board review and approval. |
$_ onboarding fee
▪ | For more than one fund, fees will be aggregated and allocated equally |
▪ | If fund launches within 12 months of LOI, onboarding fee is included in $15,000 first fund fee |
▪ | Fee increase to be assessed ½ in 2019 and ½ in 2020 (for advisers onboarded within the past 3 years, fee increase to be implemented after first 3 years) |
Miscellaneous Expenses
All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:
Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Moody’s, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, XXXXX/XBRL filing, retention of records, federal and state regulatory filing fees, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if necessary) and travel related costs.
Additional Services
Additional services not included above shall be mutually agreed upon at the time of the service being added. Additional legal administration (e.g., subsequent new fund launch), daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, and additional services mutually agreed upon.
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.
Advisor’s Signature below acknowledges approval of the fee schedules on this Exhibit B.
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Exhibit B (continued) to the Manager Directed Portfolios Fund Administration Servicing Agreement
Fund Administration & Portfolio Compliance
(Additional Services Fee Schedule)
Transfer In-Kind
▪ | Tax Free Transfer In-Kind Cost Basis Tracking* - $_ per sub-account per year |
Daily Compliance Services (if required)
▪ | Base fee - $_ per fund per year |
▪ | Setup - $_ per fund group |
Section 18 Compliance Testing
▪ | $_ set up fee per fund complex |
▪ | $_ per fund per month |
Section 15(c) Reporting
▪ | $_ per fund per standard reporting package* |
*Standard reporting packages for annual 15(c) meeting
- | Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report |
- Performance reporting package: Peer Comparison Report
▪ | Additional 15c reporting is subject to additional charges |
▪ | Standard data source - Morningstar; additional charges will apply for other data services |
Equity & Fixed Income Attribution Reporting
▪ | Fees are dependent upon portfolio makeup, services required, and benchmark requirements. |
Core Tax Services
M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).
Optional Tax Services
▪ | Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) - $_ per year |
▪ | Additional Capital Gain Dividend Estimates - (First two included in core services) - $_ per additional estimate |
▪ | State tax returns - (First two included in core services) - $_ per additional return |
Tax Reporting - MLP C-Corporations
Federal Tax Returns
▪ | Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) - $_ |
▪ | Prepare Federal and State extensions (If Applicable) - Included in the return fees |
▪ | Prepare provision estimates - $_ Per estimate |
State Tax Returns
▪ | Prepare state income tax returns for funds and blocker entities - $_ per state return |
• | Sign state income tax returns - $_ per state return |
• | Assist in filing state income tax returns - Included with preparation of returns |
▪ | State tax notice consultative support and resolution - $_ per fund |
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