AMENDMENT TO THE MANAGER DIRECTED PORTFOLIOS
CUSTODY AGREEMENT
THIS AMENDMENT, signed as of the last date in the signature block (the "Effective Date"), to the Custody Agreement, dated as of July 1, 2016, as amended (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 associations (the "Custodian").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to add the Exhibit for Deepwater Asset Management, LLC and its corresponding fee schedule; 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 as follows:
1.As of the Effective Date, the Exhibit for Deepwater Asset Management, LLC attached hereto is hereby added to the Agreement.
2.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 last written below.
MANAGER DIRECTED PORTFOLIOS U.S. BANK NATIONAL ASSOCIATION
By: /s/ Amber_Kopp
Name:_Amber_Kopp Title: Secretary Date: November_5,_2025
By:/s/ Gregory Farley
Name: Gregory Farley Title: Senior Vice President Date: November 7, 2025
Exhibit G
Exhibit for Deepwater Asset Management, LLC to the Custody Agreement - Manager Directed Portfolios
Name of Series
Deepwater Beachfront Small Cap ETF
Base Fee for Custody Services
The following reflects the greater of the basis point fee or annual minimum1 where Deepwater Asset Management, registered investment company.
Annual Minimum per Fund1 Basis Points on Trust AUM1
$ First $1b bp
Balance bp
See Appendix C for Services and Associated Fees in addition to Base Fee
See Appendix D for Global Sub-Custodial Services & Safekeeping Services in addition to the Base Fee
Additional services not included herein shall be mutually agreed upon at the time of the service being added. In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided (e.g., compliance with new derivatives risk management and reporting requirements).
2 Subject to annual CPI increase: All Urban Consumers
that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).
All annual fees described in this fee schedule (including appendices) are calculated pro rata and billed monthly.
APPENDIX C
Custody Services in addition to the Base Fee Portfolio Transaction Fees1
&$ 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. Bank is Administrator)
&$ Manual instructions fee. (Additional Per Securities and Cash Transactions)
&$ Cancellation/Repair fee. (Additional Per Securities and Cash Transactions)
&$ Per Non-USD wire.
&$ Per 3rd party FX settled at U.S. Bank
&$ Monthly charge on zero valued securities (Per ISIN)
&$ Per Proxy Vote cast.
&$ Dormant account fee (one year no activity)
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
&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 % of gross proceeds, $ minimum recovery.
&No charge for the initial conversion free receipt if fund is converting from another service provider.
&$ per SMA converting into the fund
&Overdrafts charged to the account at prime interest rate plus %, unless a line of credit is in place
&Third Party lending - Additional fees will apply
1
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
Non Eurobonds rate sheet below rate is applied on ISINs held at Euroclear plus (in addition to standard 1 basis point charge.) Non Eurobond rate is calculated on any ISIN code listed below held at Euroclear at month end.
| | | | | | | | |
Market |
Non Eurobond ISIN code |
Non Eurobond Rate ISINs held at EOC* |
ARGENTINA | AR | |
AUSTRALIA | AU | |
BELGIUM | BE | |
CANADA | CA | |
CHILE | CL | |
CZECH REPUBLIC | CZ | |
DENMARK | DK | |
FINLAND | FI | |
FRANCE | FR | |
GERMANY | DE | |
GREECE | GG | |
HOLLAND | NL | |
HONG KONG | HK | |
HUNGARY | HU | |
ISRAEL | IL | |
ITALY | IT | |
JAPAN | JP | |
LUXEMBOURG | LU | |
MEXICO | MX | |
NEWZEALAND | NZ | |
NORWAY | NO | |
PERU | PE | |
POLAND | PL | |
PORTUGAL | PT | |
ROMANIA | RO | |
RUSSIA | RU | |
SINGAPORE | SG | |
SLOVAK REPUBLIC | SK | |
SLOVENIA | SI | |
SPAIN | ES | |
SOUTH-AFRICA | ZA | |
SWEDEN | SE | |
SWITZERLAND | CH | |
THAILAND | TH | |
UNITED KINGDOM | GB | |
APPENDIX D
Additional Global Sub-Custodial Services Annual Fee Schedule Base Fee
A monthly base fee of $ per fund will apply. If no global assets are held within a given
month, the monthly base charge will not apply for that month. In addition, the follow may apply. Safekeeping and transaction fees are assessed on security and currency transactions.
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)
Global Custody Tax Reclamation Services:
&Global Filing: $ per annum
&U.S. Domestic Filing: $ per annum (Only ADRs)
&3rd Party Tax Service Provider: $ per annum (does not include out of pocket expenses incurred in the fulfillment of requests from the 3rd party)
&Any client who does not elect for U.S. Bank Global Custody/3rd Party Tax Services, but elects to pursue relief themselves, would be charged for out of pocket expenses incurred in the fulfillment of the requests.
Miscellaneous Expenses
&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.
1
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"
Additional Global Sub-Custodial Services Annual Fee Schedule
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Country | Safekeeping (BPS) | Transactio n fee | | Country | Safekeepin g (BPS) | Transactio n fee | | Country | Safekeeping (BPS) | Transactio n fee |
| Argentina | | | | Hong Kong | | | | Poland | | |
| Australia | | | | Hungary | | | | Portugal | | |
| Austria | | | | Iceland | | | | Qatar | | |
| Bahrain | | | | India | | | | Romania | | |
| Bangladesh | | | | Indonesia | | | | Russia | | |
| Belgium | | | | Ireland | | | | Saudi Arabia | | |
| Bermuda | | | | Israel | | | | Serbia | | |
| Botswana | | | | Italy | | | | Singapore | | |
| Brazil | | | | Japan | | | | Slovakia | | |
| Bulgaria | | | | Jordan | | | | Slovenia | | |
| Canada | | | | Kenya | | | | South Africa | | |
| Chile | | | | Kuwait | | | | South Korea | | |
China Connect | | | | Latvia | | | | Spain | | |
China (B Shares) | | | | Lithuania | | | | Sri Lanka | | |
| Colombia | | | | Luxembourg | | | | Sweden | | |
Costa Rica | | | | Malaysia | | | | Switzerland | | |
| Croatia | | | | Malta | | | | Taiwan | | |
| Cyprus | | | | Mauritius | | | | Tanzania | | |
Czech Republic | | | | Mexico | | | | Thailand | | |
| Denmark | | | | Morocco | | | | Tunisia | | |
| Egypt | | | | Namibia | | | | Turkey | | |
| Estonia | | | | Netherlands | | | | UAE | | |
Euroclear (Eurobonds) | | | | New Zealand | | | | Uganda | | |
Euroclear (Non-Eurobonds) | | | |
Nigeria | | | | Ukraine | | |
| Finland | | | | Norway | | | | United Kingdom | | |
| France | | | | Oman | | | | Uruguay | | |
| Germany | | | | Pakistan | | | | Vietnam | | |
Ghana | | | |
Panama | | | | West African Economic Monetary Union (WAEMU)* | | |
| Greece | | | | Peru | | | | Zambia | | |
| | | | Philippines | | | | Zimbabwe | | |
*Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network.
Docusign Envelope ID: 1CEC9850-D05D-4D76-B827-07678108E33A
Advisor's signature below acknowledges approval of the above fee schedule. Deepwater Asset Management, LLC
By: /s/Joseph C. Robillard
Joseph C Robillard
Managing Member 11/2/2025