DOUBLELINE FUNDS TRUST THIRD AMENDMENT TO THE CUSTODY AGREEMENT

THIRD AMENDMENT TO THE

THIS THIRD AMENDMENT, dated as of November 16, 2012, to the Custody Agreement dated as of March 25, 2010, as amended August 25, 2010 and August 25, 2011 (the “Custody Agreement”), is entered into by and between DOUBLELINE FUNDS TRUST, a Delaware statutory trust, (the “Trust”) and U.S. BANK NATIONAL ASSOCIATION (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into the Custody Agreement; and

WHEREAS, the parties desire to amend the fees of the Agreement; and

WHEREAS, Article XV, Section 15.02 of the Custody Agreement allows for its amendment by a written instrument executed by both parties and authorized or approved by the Board of Trustees.

NOW, THEREFORE, the parties agree as follows:

Exhibit D of the Custody Agreement is hereby superseded and replaced with Amended Exhibit D attached hereto.

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

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


DOUBLELINE FUNDS TRUST						U.S. BANK NATIONAL ASSOCIATION

By:						By:

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇						Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: President						Title: Senior Vice President

Amended Exhibit D

to the Custody Agreement – DoubleLine Funds

FUND ACCOUNTING, ADMINISTRATION SERVICES AND DOMESTIC CUSTODY

Fund Administration FEE SCHEDULE at November 1, 2012

Annual Fee Based Upon Market Value of the Fund Complex:

2.50 basis points on the first $3 billion

2.00 basis points on the first $5 billion

1.50 basis points on the next $32 billion

1.00 basis points on the balance

Included in Annual Complex Fee:

¡	Advisor Information Source Web Portal access and reports

¡	Daily compliance testing (▇▇▇▇▇▇▇ River Investment Management)

¡	Start up legal administration services

¡	Daily performance reporting

¡	Legal administration for annual updates

¡	15c-3 Reporting

¡	Chief Compliance Officer support

Portfolio Transaction Fees

$4.00 per book entry DTC transaction/Federal Reserve transaction/principal paydown

$6.00 per short sale

$7.00 per U.S. Bank repurchase agreement transaction

$8.00 per option/future contract written, exercised or expired

$15.00 per mutual fund trade/Fed wire/margin variation Fed wire

$25.00 per physical security transaction

$150.00 per segregated account per year

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

¡	No charge for the initial conversion free receipt.

¡	Overdrafts – charged to the account at prime interest rate plus 2.

Out-Of-Pocket Expenses

Including but not limited to postage, stationery, programming, special reports, systems expenses, proxies, insurance, legal administration projects, ▇▇▇▇▇ filing, retention of records, federal and state regulatory filing fees, certain insurance premiums, expenses from Board of directors meetings, third party auditing and legal expenses, pricing services, fair value pricing services, factor services, customized reporting, expenses incurred in the transfer fees, safekeeping, delivery and receipt of securities, shipping, and conversion expenses (if necessary).

¡	Pricing Services (Prices below are based on U.S Bancorp’s 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)

–

$0.07 Domestic and Canadian Equities/Options

–

$0.45 Corp/Gov/Agency Bonds/International Equities/Futures

–

$0.70 CMOs/Municipal Bonds/Money Market Instruments/International Bonds/Asset-Backed/Mortgage-Backed/High Yield Bonds

–

$1.00 /Fund per Day - Bank Loans

–

$2.25 /Fund per Day - Credit Default Swaps

–

$2.15 /Fund per Day - Basic Interest Rate Swaps

–

$125 /Fund per Month - Mutual Fund Pricing

–

$125 /Month Manual Security Pricing (>10/day)

–

No Charge – Corporate Action Services

Amended Exhibit D (continued) to the Custody Agreement

DoubleLine Funds Trust

FUND ACCOUNTING, ADMINISTRATION SERVICES, AND DOMESTIC CUSTODY

FEE SCHEDULE at November 1, 2012

¡	Factor Services (BondBuyer)

–

$1.50 /CMO/Month

–

$0.25 /Mortgage Backed/Month

–

$300 /Month Minimum/Fund Group

¡	Fair Value Services (FT Interactive)

–

$0.60 on the First 100 Securities/Day

–

$0.44 on the Balance of Securities/Day

NOTE: Prices above are based on using IDC as the primary pricing service. Alternative source costs may vary. All schedules subject to change depending upon the use of derivatives – options, futures, short sales, etc.

Electronic Board Book Portal – Document Mall

$4,800/year (includes 10 “external” users) – waived

Amended Exhibit D (continued)

to the Custody Agreement – DoubleLine Funds


GLOBAL SUB-CUSTODIAL SERVICES ANNUAL FEE SCHEDULE at November 1, 2012
Country	Instrument	Safekeeping (BPS)		Transaction Fee		Country	Instrument	Safekeeping (BPS)		Transaction Fee
Argentina	All		12.00		$32	Lebanon	All		20.00		$72
Australia	All		1.00		$15	Lithuania	All		16.00		$40
Austria	All		1.70		$17	Luxembourg	All		3.20		$25
Bahrain	All		40.00		$112	Malaysia	All		2.90		$39
Bangladesh	All		32.00		$120	Mali*	All		32.00		$124
Belgium	All		1.20		$22	Malta	All		17.60		$60
Benin*	All		32.00		$124	Mauritius	All		24.00		$80
Bermuda	All		12.00		$48	Mexico	All		1.50		$10
Botswana	All		20.00		$40	Morocco	All		28.00		$80
Brazil	All		7.20		$17	Namibia	All		24.00		$40
Bulgaria	All		32.00		$64	Netherlands	All		1.50		$12
Burkina Faso*	All		32.00		$124	New Zealand	All		2.00		$26
Canada	All		1.00		$6	Niger*	All		32.00		$124
Cayman Islands*	All		0.80		$8	Nigeria	All		24.00		$40
Channel Islands*	All		1.20		$20	Norway	All		1.50		$22
Chile	All		16.00		$48	Oman	All		40.00		$112
China “A” Shares	All		9.60		$42	Pakistan	All		24.00		$80
China “B” Shares	All		9.60		$42	Peru	All		35.00		$85
Columbia	All		32.00		$80	Philippines	All		3.90		$36
Costa Rica	All		12.00		$48	Poland	All		12.00		$24
Croatia	All		28.00		$52	Portugal	All		4.80		$39
Cyprus*	All		12.00		$45	Qatar	All		36.00		$112
Czech Republic	All		9.60		$24	Romania	All		28.00		$80
Denmark	All		1.50		$24	Russia	Equities/Bonds		30.00		$165
Ecuador	All		28.00		$52	Russia	MINFINs		12.00		$40
Egypt	All		25.60		$64	Senegal*	All		32.00		$124
Estonia	All		5.60		$20	Singapore	All		1.50		$20
Euromarkets(3)	All		1.00		$4	Slovak Republic	All		20.00		$88
Finland	All		2.40		$22	Slovenia	All		20.00		$88
France	All		1.00		$15	South Africa	All		1.50		$8
Germany	All		1.00		$15	South Korea	All		4.80		$10
Ghana	All		20.00		$40	Spain	All		1.00		$15
Greece	All		7.20		$33	Sri Lanka	All		12.00		$48
Guinea Bissau*	All		40.00		$124	Swaziland	All		24.00		$40
Hong Kong	All		2.00		$25	Sweden	All		1.00		$22
Hungary	All		20.00		$60	Switzerland	All		1.00		$24
Iceland	All		12.00		$45	Taiwan	All		12.00		$64
India	All		8.00		$84	Thailand	All		2.90		$22
Indonesia	All		5.80		$68	Togo*	All		32.00		$124
Ireland	All		1.50		$15	Trinidad & Tobago*	All		24.00		$52
Israel	All		9.60		$29	Tunisia	All		32.00		$36
Italy	All		1.50		$24	Turkey	All		9.60		$10
Ivory Coast	All		32.00		$124	UAE	All		36.00		$104
Jamaica*	All		28.00		$40	United Kingdom	All		1.00		$5
Japan	All		1.00		$8	Ukraine	All		19.20		$29
Jordan	All		32.00		$100	Uruguay	All		40.00		$52
Kazakhstan	All		48.00		$120	Venezuela	All		32.00		$100
Kenya	All		24.00		$40	Vietnam*	All		32.00		$104
Latvia	Equities		12.00		$60	Zambia	All		24.00		$40
Latvia	Bonds		20.00		$72

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

Amended Exhibit D (continued)

to the Custody Agreement – DoubleLine Funds

Base Fee - A monthly base charge of $1,500 per account (fund) will apply.

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 (surcharge schedule available upon request).

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

Straight Through Processing – fees waived.

Cash Transactions:

¡	3^rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3^rd party will be charged $50.

Tax Reclamation Services: May be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.

Out of Pocket Expenses

Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications 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 out-of-pocket 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 billed monthly

DOUBLELINE FUNDS TRUST THIRD AMENDMENT TO THE CUSTODY AGREEMENT

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