DOUBLELINE FUNDS TRUST TWELFTH AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT

TWELFTH AMENDMENT TO THE

AMENDED AND RESTATED CUSTODY AGREEMENT

THIS TWELFTH AMENDMENT, dated as of November 17, 2017, to the Amended and Restated Custody Agreement dated as of January 29, 2013, as amended (the “Agreement”), is entered into by and between DOUBLELINE FUNDS TRUST, a Delaware statutory trust, (the “Trust”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

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

WHEREAS, Article XV, Section 15.02 of the 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:

Article XIII, Section 13.01, Effective Period is superseded and replaced with the following:

13.01 Effective Period. This Agreement shall become effective as of January 1, 2018 and will continue in effect through December 31, 2021

Exhibit D of the Agreement is hereby superseded and replaced with Exhibit D attached hereto.

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

(signatures on the following page)

IN WITNESS WHEREOF, the parties hereto have caused this Twelfth 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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇				By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

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

Title: President				Title: VP

Exhibit D (continued) to the Amended and Restated Custody Agreement

DoubleLine Funds Trust

FUND ACCOUNTING, ADMINISTRATION SERVICES AND DOMESTIC CUSTODY FEE SCHEDULE

effective January 1, 2018

Annual Fee Based Upon Market Value of the Fund Complex:

–	2.50 basis points on the first $

–	2.00 basis points on the next $

–	1.50 basis points on the next $

–	0.95 basis points on the next $

–	0.75 basis points on the next $

–	0.70 basis points on the balance

Included in Annual Complex Fee:

∎

Advisor Information Source Web Portal access and reports

∎

Daily compliance testing

∎

Start up legal administration services

∎

Daily performance reporting

∎

Legal administration for annual updates

∎

15c-3 Reporting

∎

Chief Compliance Officer support

Portfolio Transaction Fees

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

$ per short sale

$ per U.S. Bank repurchase agreement transaction

$ per option/future contract written, exercised or expired

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

$ per physical security transaction

$ 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).

Exhibit D (continued) to the Amended and Restated Custody Agreement

DoubleLine Funds Trust

FUND ACCOUNTING, ADMINISTRATION SERVICES, AND DOMESTIC CUSTODY FEE SCHEDULE

at January 1, 2018

∎

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)

–

$ Domestic and Canadian Equities/Options/International Equities/Futures/Currency Rates

–

$ Corp/Gov/Agency Bonds/ Mortgage Backed

–

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

–

$ /Fund per Day - Bank Loans

–

$ /Fund per Day - Credit Default Swaps

–

$ /Fund per Day - Basic Interest Rate Swaps

–

$ /Fund per Month - Mutual Fund Pricing

–

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

–

No Charge – Corporate Action Services

∎

Factor Services (BondBuyer)

–

$ /CMO/Month

–

$ /Mortgage Backed/Month

–

$ /Month Minimum/Fund Group

∎

Fair Value Services (FT Interactive)

–

Billed as incurred

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

$ /year (includes 10 “external” users) - waived

Amended Exhibit D (continued)

to the Amended and Restated Custody Agreement – DoubleLine Funds

GLOBAL SUB-CUSTODIAL SERVICES

ANNUAL FEE SCHEDULE at January 1, 2018

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“A” Shares

All

[ ]

$[ ]

Pakistan

All

[ ]

$[ ]

China“B” Shares

All

[ ]

$[ ]

Peru

All

[ ]

$[ ]

Columbia

All

[ ]

$[ ]

Philippines

All

[ ]

$[ ]

Costa Rica

All

[ ]

$[ ]

Poland

All

[ ]

$[ ]

Croatia

All

[ ]

$[ ]

Portugal

All

[ ]

$[ ]

Cyprus*

All

[ ]

$[ ]

Qatar

All

[ ]

$[ ]

Czech Republic

All

[ ]

$[ ]

Romania

All

[ ]

$[ ]

Denmark

All

[ ]

$[ ]

Russia

Equities/Bonds

[ ]

$[ ]

Ecuador

All

[ ]

$[ ]

Russia

MINFINs

[ ]

$[ ]

Egypt

All

[ ]

$[ ]

Senegal*

All

[ ]

$[ ]

Estonia

All

[ ]

$[ ]

Singapore

All

[ ]

$[ ]

Euromarkets(3)

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

[ ]

$[ ]

Trinidad & Tobago*

All

[ ]

$[ ]

Israel

All

[ ]

$[ ]

Tunisia

All

[ ]

$[ ]

Italy

All

[ ]

$[ ]

Turkey

All

[ ]

$[ ]

Ivory Coast

All

[ ]

$[ ]

UAE

All

[ ]

$[ ]

Jamaica*

All

[ ]

$[ ]

United Kingdom

All

[ ]

$[ ]

Japan

All

[ ]

$[ ]

Ukraine

All

[ ]

$[ ]

Jordan

All

[ ]

$[ ]

Uruguay

All

[ ]

$[ ]

Kazakhstan

All

[ ]

$[ ]

Venezuela

All

[ ]

$[ ]

Kenya

All

[ ]

$[ ]

Vietnam*

All

[ ]

$[ ]

Latvia

Equities

[ ]

$[ ]

Zambia

All

[ ]

$[ ]

Latvia

Bonds

[ ]

$[ ]

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

Amended Exhibit D (continued)

to the Amended and Restated Custody Agreement – DoubleLine Funds

Base Fee - A monthly base charge of $ per account (Fund) will apply with the exception of DoubleLine Multi-Asset Growth Fund for which the monthly base charge will be WAIVED.

∎

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 $ .

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 $___ 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

Amended Exhibit D (continued) to the Amended and Restated Custody Agreement

Schedule of Fees at January 1, 2018

for Services as

Bank Loan Custodian - DoubleLine Funds

Extraordinary fees are payable to the Trustee or Agent for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of Business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction.


Initial Acceptance Fee per Custodial Account: Covers the complete review of all the transaction Agreements, establishment of the collateral database and report development. Payable at closing.		$

Annual Administration Fee: Compensation for the duties of custodian, collateral administrator and all other administrative and reporting functions under the documents. The fee is based on the quoted basis points times the simple average of the par value of the Collateral on the first and the last day of the Period. This schedule assumes that the custodial accounts will be invested in a U.S. Bank offered permitted investment as defined within the documents. Fee to be paid quarterly in arrears based on the actual number of days in the Period.		2.00 Basis Points
This schedule assumes a minimum annual administration fee of $ .

Loan Pricing: Compensation for monthly pricing of loan positions. Fee payable monthly.		$ per loan
		(Monthly)

Out-of-Pocket Expenses: Includes all related expenses, including but not limited to: postage, travel, counsel fees and disbursements. Payable at closing.		AT COST

Exhibit D (continued) to the Amended and Restated Custody Agreement

DoubleLine Funds Trust

Schedule of Fees

DoubleLine Funds

Loan Closing Services at January 1, 2018

Loan Closing and Settlement:

Primary, Secondary and Distressed

∎

Par and near par trade settlement

∎

Distressed loan settlement coordinated through legal counsel

Assignments, Participations and Nettings

∎

Trade settlement facilitated through LSTA and LMA documents and guidelines

Direct and Third-Party Settlement

∎

Follow-Up with Agent Banks on trade settlement

∎

Trade closing coordinated with Third-Party settlement agents

Reporting and Data Management

∎

Loan settlement daily pending trades

∎

Agreed Upon customized reports


Loan Trade Settlement Fees:
	ClearPar/TSI		Paper
Par / Near Par / Distressed		$		$
Allocations Included		5		5
Each Additional Allocation		$		$
Netting Trades		$		$

Amended Exhibit D to the Amended and Restated Custody Agreement

U.S. BANK NATIONAL ASSOCIATION

Schedule of Fees at January 1, 2015

for Document Custodial Services for DoubleLine Funds

Acceptance Fee:

∎

U.S. Bank will charge an acceptance fee of $ for the review and execution of the Custodial Agreement and initiating the procedures/controls.

File Receipt and Setup:

●

U.S. Bank will charge a file receipt and setup fee of $ per document.

File Maintenance/Storage Fee:

∎

U.S. Bank will charge a file storage fee of $ per file per month to store collateral files. The fee will be billed based on the number of collateral files held in the account at month-end.

Insert Fee :

●

U.S. Bank will charge an insert fee of $ per document for inserting document files.

Release Fee:

∎

U.S. Bank will charge a processing fee of $ for each individual file/document released.

∎

U.S. Bank will charge a rejected release request fee of $ . This fee applies to all release requests that cannot be processed due to incorrect information provided on the form by the servicer (i.e. wrong loan number, pool number, etc.) or for release requests for which the collateral file has already been released.

∎

Transfer Fee:

●

U.S. Bank will charge a transfer fee of $ per file per occurrence

File Reinstatement Fee:

∎

U. S. Bank will charge a reinstatement fee of $ for each file/document reinstatement transaction processed. This includes re-review of the file to ensure appropriate documents returned.

Photocopies:

∎

U.S. Bank will charge $ per page for copies initiated upon customer request.

Facsimiles:

∎

U.S. Bank will charge $ per page for facsimiles initiated upon customer request.

Audit/Due Diligence:

∎

U.S. Bank will charge a fee of $ per day when files need to be reviewed in connection with an audit or due diligence examination initiated by the customer.

Research Fee:

∎

U.S. Bank will charge a fee of $ per file for research initiated by the customer.

Out-of-Pocket Expenses:

All reasonable out-of-pocket expenses including shipping and counsel fees, if any, will be billed to the customer at cost.

DOUBLELINE FUNDS TRUST TWELFTH AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT

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