THOMPSON IM FUNDS, INC. SECOND AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
Exhibit (G)(2)
XXXXXXXX IM FUNDS, INC.
SECOND AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
THIS SECOND AMENDMENT, dated as of the 16th day of August, 2016, to the Amended and Restated Custody Agreement, dated as of May 9, 2013, as amended August 19, 2015 (the "Agreement"), is entered into by and between Xxxxxxxx IM Funds, Inc., a Wisconsin corporation (the "Corporation") and U.S. Bank, N.A., a national banking association (the "Custodian").
RECITALS
WHEREAS, the parties have entered into an Agreement; and
WHEREAS, the Corporation and the Custodian desire 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.
NOW, THEREFORE, the parties agree as follows:
Amended Exhibit C of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto.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 Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| XXXXXXXX IM FUNDS, INC. | U.S. BANK, N.A. | |||
| By: | /s/ Xxxxx X. Xxxxxxxx | By: | /s/ Xxxxxxx X. XxXxx | |
| Name: | Xxxxx X. Xxxxxxxx | Name: | Xxxxxxx X. XxXxx | |
| Title: | Chief Executive Officer | Title: | Senior Vice President | |
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Amended Exhibit C to the Custody Agreement – Xxxxxxxx IM Funds, Inc.
| Annual Fees effective September 1, 2016 through September 1, 2019 |
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Annual Fee Based Upon Fund Assets for Entire Fund Complex* [ ] basis point on the first [ ] of average daily market value of all long securities and cash held in the complex. [ ] basis points on the next [ ] [ ] basis points on the balance Minimum annual fee per fund - $[ ] Plus portfolio transaction fees
Portfolio Transaction Fees $[ ] per book entry DTC transaction $[ ] per principal paydown $[ ] per US Bank repurchase agreement transaction, reverse repurchase agreement, time deposit/CD or other non-depository transaction. $[ ] per option/SWAPS/future contract written, exercised or expired $[ ] per book entry Federal Reserve transaction $[ ] per mutual fund trade $[ ] per physical security transaction $[ ]per disbursement (waived if U.S. Bancorp is Administrator) $[ ] per Fed Wire $[ ] per margin variation Fed wire $[ ] per segregated account per year
· A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange. · Overdrafts – charged to the account at prime interest rate plus [ ] unless a line of credit is in place. · No charge for the initial conversion free receipt. · Additional fees apply for global servicing.
Chief Compliance Officer Support Fee* $[ ] annually
Plus miscellaneous expenses Including, but not limited to, expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, negative interest charges, SWIFT charges and extraordinary expenses based upon complexity.
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*Subject to annual CPI increase – All Urban Consumers – U.S. City Average
Fees are calculated pro rata and billed monthly.
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Amended Exhibit C (continued) – Additional Global Sub-Custodial Services Annual Fee Schedule effective September 1, 2016 through September 1, 2019
[ ]
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Amended Exhibit C (continued) – Additional Global Sub-Custodial Services Annual Fee Schedule effective September 1, 2016 through September 1, 2019
Annual Base Fee - A monthly minimum charge per account (fund) will apply based on the number of foreign securities held. If no global securities are held within a given month, the monthly base charge will not apply for that month.
| § | [ ] – [ ] foreign securities: $[ ] |
| § | [ ] – [ ] foreign securities: $[ ] |
| § | Over [ ] 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 above, surcharges may apply if a security is held outside of the local market. |
Tax Reclamation Services: Tax reclaims that have been outstanding for more than [ ] months with the client will be charged $[ ] per claim.
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. |
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