THOMPSON IM FUNDS, INC. FOURTH AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT

Exhibit 99.(G)(2)

XXXXXXXX IM FUNDS, INC.

FOURTH AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT

THIS FOURTH AMENDMENT, dated as of the last date on the signature page hereto, to the Amended and Restated Custody Agreement, dated as of May 9, 2013, as amended (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Amended Exhibit C of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto.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 Third Amendment to be executed by a duly authorized officer on one or more counterparts as of the last date written below.

XXXXXXXX IM FUNDS, INC. U.S. BANK, N.A.

By:	/s/ Xxxxx Xxxxxxxx		By:	/s/ Xxxxxxx X. Xxxxxxxx
Name:	Xxxxx Xxxxxxxx		Name:	Xxxxxxx X. Xxxxxxxx
Title:	CEO		Title:	Senior Vice President
Date:	8/19/2021		Date:	8/23/2021

1

Amended Exhibit C to the Custody Agreement – Xxxxxxxx IM Funds, Inc.

Annual Fees effective September 1, 2021 through September 1, 2024

Custody Services Fee Schedule

Based upon an annual rate of average daily market value of all long securities and cash held in the portfolio*:

[ ] basis points

$ [ ] - Minimum annual fee per fund

Plus portfolio transaction fees

Portfolio Transaction Fees

	■	$ [ ] - 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)

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

Chief Compliance Officer Support Fee

■ $ [ ] per year per fund complex

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

	■	See Additional Services fee schedule for global servicing.
	■	$ [ ] per custody sub - account per year (e.g., per sub -adviser, segregated account, etc.)
	■	$ [ ] filing fee per class action per account, plus [ ] % of gross proceeds, up to a maximum per recovery not to exceed $ [ ] - Class Action Services.
	■	No charge for the initial conversion free receipt.
	■	Overdrafts - charged to the account at prime interest rate plus [ ] %, unless a line of credit is in place.
	■	Additional fees will apply - Third Party lending.

Additional services not included above 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., margin management services, securities lending services, compliance with new SEC rules and reporting requirements).

*Subject to annual CPI increase - All Urban Consumers - U.S. City Average" index, provided that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is negative).

Fees are calculated pro rata and billed monthly.

2

Amended Exhibit C (continued) – Additional Global Sub-Custodial Services Annual Fee Schedule effective September 1, 2021 through September 1, 2024

Country	Safekeeping (BPS)	Transaction Fee		Country	Safekeeping (BPS)	Transaction Fee		Country	Safekeeping (BPS)	Transaction 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	[  ]	$[  ]		South Africa	[  ]	$[  ]
Canada	[  ]	$[  ]		Kenya	[  ]	$[  ]		South Korea	[  ]	$[  ]
Chile	[  ]	$[  ]		Kuwait	[  ]	$[  ]		Spain	[  ]	$[  ]
China Connect	[  ]	$[  ]		Latvia	[  ]	$[  ]		Sri Lanka	[  ]	$[  ]
China (B Shares)	[  ]	$[  ]		Lithuania	[  ]	$[  ]		Sweden	[  ]	$[  ]
Colombia	[  ]	$[  ]		Luxembourg	[  ]	$[  ]		Switzerland	[  ]	$[  ]
Costa Rica	[  ]	$[  ]		Malaysia	[  ]	$[  ]		Taiwan	[  ]	$[  ]
Croatia	[  ]	$[  ]		Malta	[  ]	$[  ]		Tanzania	[  ]	$[  ]
Cyprus	[  ]	$[  ]		Mauritius	[  ]	$[  ]		Thailand	[  ]	$[  ]
Czech Republic	[  ]	$[  ]		Mexico	[  ]	$[  ]		Tunisia	[  ]	$[  ]
Denmark	[  ]	$[  ]		Morocco	[  ]	$[  ]		Turkey	[  ]	$[  ]
Egypt	[  ]	$[  ]		Namibia	[  ]	$[  ]		UAE	[  ]	$[  ]
Estonia	[  ]	$[  ]		Netherlands	[  ]	$[  ]		Uganda	[  ]	$[  ]
Eswatini	[  ]	$[  ]		New Zealand	[  ]	$[  ]		Ukraine	[  ]	$[  ]
Euroclear (Eurobonds)	[  ]	$[  ]		Nigeria	[  ]	$[  ]		United Kingdom	[  ]	$[  ]
Euroclear (Non-Eurobonds)	Rates are available upon request	Rates are available upon request		Norway	[  ]	$[  ]		Uruguay	[  ]	$[  ]
Finland	[  ]	$[  ]		Oman	[  ]	$[  ]		Vietnam	[  ]	$[  ]
France	[  ]	$[  ]		Pakistan	[  ]	$[  ]		West African Economic Monetary Union (WAEMU)*	[  ]	$[  ]
Germany	[  ]	$[  ]		Panama	[  ]	$[  ]		Zambia	[  ]	$[  ]
Ghana	[  ]	$[  ]		Peru	[  ]	$[  ]		Zimbabwe	[  ]	$[  ]
Greece	[  ]	$[  ]		Philippines	[  ]	$[  ]

* Includes Ivory Coast, Mali, Niger, Burkina Faso, Senegal, Guinea Bissau, Togo and Benin.

3

Global Custody Base Fee

$ [ ] monthly base fee per fund will apply based on the number of foreign securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month.

Global Custody Tax Services:

	■	$ [ ] per annum - Global Filing
	■	$ [ ] per annum - U.S. Domestic Filing (Only ADRs)
	■	Any client who does not elect for tax services (and does them themselves, would be charged an out of pocket expense per the normal process).

Miscellaneous Expenses

	■	Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, tax reclaim 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.

4