UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act File Number 811-4946
THOMPSON IM FUNDS, INC.
(Exact name of registrant as specified in charter)
918 Deming Way
Madison, Wisconsin 53717
(Address of principal executive offices)--(Zip code)
Jason L. Stephens
Chief Executive Officer
Thompson IM Funds, Inc.
918 Deming Way
Madison, Wisconsin 53717
(Name and address of agent for service)
Registrant's telephone number, including area code: (608) 827-5700
Date of fiscal year end: 11/30
Date of reporting period: 07/01/2014-06/30/2015
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| BED BATH & BEYOND INC. | | |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 07-Jul-2014 |
| ISIN | US0758961009 | Agenda | 934041740 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: WARREN | Management | Against | Against |
| EISENBERG | | | |
| 1B. | ELECTION OF DIRECTOR: LEONARD | Management | Against | Against |
| FEINSTEIN | | | |
| 1C. | ELECTION OF DIRECTOR: STEVEN H. | Management | Against | Against |
| TEMARES | | | |
| 1D. | ELECTION OF DIRECTOR: DEAN S. ADLER | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: STANLEY F. | Management | Against | Against |
| BARSHAY | | | |
| 1F. | ELECTION OF DIRECTOR: GERALDINE T. | Management | Against | Against |
| ELLIOTT | | | |
| 1G. | ELECTION OF DIRECTOR: KLAUS EPPLER | Management | Against | Against |
| 1H. | ELECTION OF DIRECTOR: PATRICK R. | Management | Against | Against |
| GASTON | | | |
| 1I. | ELECTION OF DIRECTOR: JORDAN HELLER | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: VICTORIA A. | Management | Against | Against |
| MORRISON | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, THE | Management | Against | Against |
| 2013 COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| EXACT SCIENCES CORPORATION | | |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 24-Jul-2014 |
| ISIN | US30063P1057 | Agenda | 934050357 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | MANEESH K. ARORA | | For | For |
| 2 | JAMES E. DOYLE | | For | For |
| 3 | LIONEL N. STERLING | | For | For |
| 2. | PROPOSAL TO APPROVE ON AN ADVISORY | Management | For | For |
| BASIS THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 3. | PROPOSAL TO APPROVE THE AMENDMENT | Management | For | For |
| TO THE 2010 EMPLOYEE STOCK PURCHASE | | | |
| PLAN TO INCREASE THE NUMBER OF | | | |
| SHARES RESERVED FOR ISSUANCE | | | |
| THEREUNDER BY 500,000 SHARES. | | | |
| 4. | TO APPROVE THE AMENDMENT TO OUR | Management | Against | Against |
| CERTIFICATE OF INCORPORATION | | | |
| INCREASING THE NUMBER OF AUTHORIZED | | | |
| SHARES OF COMMON STOCK FROM | | | |
| 100,000,000 SHARES TO 200,000,000 | | | |
| SHARES. | | | |
| 5. | PROPOSAL TO RATIFY THE SELECTION OF | Management | For | For |
| BDO USA, LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2014. | | | |
Page 1 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| MCKESSON CORPORATION | | |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 30-Jul-2014 |
| ISIN | US58155Q1031 | Agenda | 934050345 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: WAYNE A. BUDD | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: N. ANTHONY | Management | Against | Against |
| COLES, M.D. | | | |
| 1D. | ELECTION OF DIRECTOR: JOHN H. | Management | Against | Against |
| HAMMERGREN | | | |
| 1E. | ELECTION OF DIRECTOR: ALTON F. IRBY III | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: M. CHRISTINE | Management | Against | Against |
| JACOBS | | | |
| 1G. | ELECTION OF DIRECTOR: MARIE L. | Management | Against | Against |
| KNOWLES | | | |
| 1H. | ELECTION OF DIRECTOR: DAVID M. | Management | Against | Against |
| LAWRENCE, M.D. | | | |
| 1I. | ELECTION OF DIRECTOR: EDWARD A. | Management | Against | Against |
| MUELLER | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL | | | |
| YEAR ENDING MARCH 31, 2015. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 4. | SHAREHOLDER PROPOSAL ON ACTION BY | Shareholder | Against | For |
| WRITTEN CONSENT OF SHAREHOLDERS. | | | |
| 5. | SHAREHOLDER PROPOSAL ON DISCLOSURE | Shareholder | For | Against |
| OF POLITICAL CONTRIBUTIONS AND | | | |
| EXPENDITURES. | | | |
| 6. | SHAREHOLDER PROPOSAL ON | Shareholder | For | Against |
| ACCELERATED VESTING OF EQUITY | | | |
| AWARDS. | | | |
Page 2 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| MEDTRONIC, INC. | | |
| Security | 585055106 | Meeting Type | Annual |
| Ticker Symbol | MDT | Meeting Date | 21-Aug-2014 |
| ISIN | US5850551061 | Agenda | 934055232 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | RICHARD H. ANDERSON | | For | For |
| 2 | SCOTT C. DONNELLY | | For | For |
| 3 | OMAR ISHRAK | | For | For |
| 4 | SHIRLEY ANN JACKSON PHD | | For | For |
| 5 | MICHAEL O. LEAVITT | | For | For |
| 6 | JAMES T. LENEHAN | | For | For |
| 7 | DENISE M. O'LEARY | | For | For |
| 8 | KENDALL J. POWELL | | For | For |
| 9 | ROBERT C. POZEN | | For | For |
| 10 | PREETHA REDDY | | For | For |
| 2. | TO RATIFY APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| MEDTRONIC'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR FISCAL | | | |
| YEAR 2015. | | | | |
| 3. | TO APPROVE, IN A NON-BINDING ADVISORY | Management | For | For |
| VOTE, NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION (A "SAY-ON-PAY" VOTE). | | | |
| 4. | TO APPROVE THE MEDTRONIC, INC. 2014 | Management | For | For |
| EMPLOYEES STOCK PURCHASE PLAN. | | | |
| 5. | TO AMEND AND RESTATE THE COMPANY'S | Management | For | For |
| ARTICLES OF INCORPORATION TO PROVIDE | | | |
| THAT DIRECTORS WILL BE ELECTED BY A | | | |
| MAJORITY VOTE IN UNCONTESTED | | | |
| ELECTIONS. | | | |
| 6. | TO AMEND AND RESTATE THE COMPANY'S | Management | Against | Against |
| ARTICLES OF INCORPORATION TO ALLOW | | | |
| CHANGES TO THE SIZE OF THE BOARD OF | | | |
| DIRECTORS UPON THE AFFIRMATIVE VOTE | | | |
| OF A SIMPLE MAJORITY OF SHARES. | | | |
| 7. | TO AMEND AND RESTATE THE COMPANY'S | Management | For | For |
| ARTICLES OF INCORPORATION TO ALLOW | | | |
| REMOVAL OF A DIRECTOR UPON THE | | | |
| AFFIRMATIVE VOTE OF A SIMPLE MAJORITY | | | |
| OF SHARES. | | | |
| 8. | TO AMEND AND RESTATE THE COMPANY'S | Management | For | For |
| ARTICLES OF INCORPORATION TO ALLOW | | | |
| AMENDMENTS TO SECTION 5.3 OF ARTICLE | | | |
| 5 UPON THE AFFIRMATIVE VOTE OF A | | | |
| SIMPLE MAJORITY OF SHARES. | | | |
Page 3 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| FEDEX CORPORATION | | |
| Security | 31428X106 | Meeting Type | Annual |
| Ticker Symbol | FDX | Meeting Date | 29-Sep-2014 |
| ISIN | US31428X1063 | Agenda | 934067299 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JAMES L. | Management | For | For |
| BARKSDALE | | | |
| 1B. | ELECTION OF DIRECTOR: JOHN A. | Management | For | For |
| EDWARDSON | | | |
| 1C. | ELECTION OF DIRECTOR: MARVIN R. | Management | For | For |
| ELLISON | | | |
| 1D. | ELECTION OF DIRECTOR: KIMBERLY A. | Management | For | For |
| JABAL | | | |
| 1E. | ELECTION OF DIRECTOR: SHIRLEY ANN | Management | For | For |
| JACKSON | | | |
| 1F. | ELECTION OF DIRECTOR: GARY W. | Management | For | For |
| LOVEMAN | | | |
| 1G. | ELECTION OF DIRECTOR: R. BRAD MARTIN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JOSHUA COOPER | Management | For | For |
| RAMO | | | |
| 1I. | ELECTION OF DIRECTOR: SUSAN C. | Management | For | For |
| SCHWAB | | | |
| 1J. | ELECTION OF DIRECTOR: FREDERICK W. | Management | For | For |
| SMITH | | | |
| 1K. | ELECTION OF DIRECTOR: DAVID P. STEINER | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: PAUL S. WALSH | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3. | RATIFICATION OF INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| PROXY ACCESS FOR SHAREHOLDERS. | | | |
| 5. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| SIMPLE MAJORITY VOTE-COUNTING. | | | |
| 6. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| HEDGING AND PLEDGING POLICY. | | | |
| 7. | STOCKHOLDER PROPOSAL REGARDING TAX | Shareholder | For | Against |
| PAYMENTS ON RESTRICTED STOCK | | | |
| AWARDS. | | | |
| 8. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| POLITICAL DISCLOSURE AND | | | |
| ACCOUNTABILITY. | | | |
| THE PROCTER & GAMBLE COMPANY | | |
| Security | 742718109 | Meeting Type | Annual |
| Ticker Symbol | PG | Meeting Date | 14-Oct-2014 |
| ISIN | US7427181091 | Agenda | 934070448 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ANGELA F. BRALY | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: KENNETH I. | Management | For | For |
| CHENAULT | | | |
| 1C. | ELECTION OF DIRECTOR: SCOTT D. COOK | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: SUSAN DESMOND- | Management | For | For |
| HELLMANN | | | |
| 1E. | ELECTION OF DIRECTOR: A.G. LAFLEY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: TERRY J. | Management | For | For |
| LUNDGREN | | | |
| 1G. | ELECTION OF DIRECTOR: W. JAMES | Management | For | For |
| MCNERNEY, JR. | | | |
| 1H. | ELECTION OF DIRECTOR: MARGARET C. | Management | For | For |
| WHITMAN | | | |
| 1I. | ELECTION OF DIRECTOR: MARY AGNES | Management | For | For |
| WILDEROTTER | | | |
| 1J. | ELECTION OF DIRECTOR: PATRICIA A. | Management | For | For |
| WOERTZ | | | |
| 1K. | ELECTION OF DIRECTOR: ERNESTO | Management | For | For |
| ZEDILLO | | | |
| 2. | RATIFY APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM | | | |
| 3. | APPROVE THE PROCTER & GAMBLE 2014 | Management | Against | Against |
| STOCK AND INCENTIVE COMPENSATION | | | |
| PLAN | | | |
| 4. | ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION (THE SAY ON PAY VOTE) | | | |
| 5. | SHAREHOLDER PROPOSAL - REPORT ON | Shareholder | Against | For |
| UNRECYCLABLE PACKAGING | | | |
| 6. | SHAREHOLDER PROPOSAL - REPORT ON | Shareholder | Against | For |
| ALIGNMENT BETWEEN CORPORATE VALUES | | | |
| AND POLITICAL CONTRIBUTIONS | | | |
Page 4 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| PETROCHINA COMPANY LIMITED | | |
| Security | 71646E100 | Meeting Type | Special |
| Ticker Symbol | PTR | Meeting Date | 29-Oct-2014 |
| ISIN | US71646E1001 | Agenda | 934081946 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | THAT, AS SET OUT IN THE CIRCULAR DATED | Management | For | For |
| 10 SEPTEMBER 2014 ISSUED BY THE | | | |
| COMPANY TO ITS SHAREHOLDERS (THE | | | |
| "CIRCULAR"): THE NEW COMPREHENSIVE | | | |
| AGREEMENT ENTERED INTO BETWEEN THE | | | |
| COMPANY AND CHINA NATIONAL | | | |
| PETROLEUM CORPORATION BE AND IS | | | |
| HEREBY APPROVED, RATIFIED AND | | | |
| CONFIRMED AND THE EXECUTION OF THE | | | |
| NEW COMPREHENSIVE AGREEMENT BY MR. | | | |
| YU YIBO FOR AND ON BEHALF OF THE | | | |
| COMPANY BE AND IS HEREBY APPROVED, | | | |
| RATIFIED AND CONFIRMED; MR. YU YIBO BE | | | |
| AND IS HEREBY AUTHORISED TO MAKE ANY | | | |
| AMENDMENT TO THE ... (DUE TO SPACE | | | |
| LIMITS, SEE PROXY MATERIAL FOR FULL | | | |
| PROPOSAL)) | | | |
| 2. | TO CONSIDER AND APPROVE MR. ZHANG | Management | For | For |
| BIYI AS INDEPENDENT NON-EXECUTIVE | | | |
| DIRECTOR OF THE COMPANY. | | | |
| 3. | TO CONSIDER AND APPROVE MR. JIANG | Management | For | For |
| LIFU AS SUPERVISOR OF THE COMPANY. | | | |
Page 5 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| LINEAR TECHNOLOGY CORPORATION | | |
| Security | 535678106 | Meeting Type | Annual |
| Ticker Symbol | LLTC | Meeting Date | 05-Nov-2014 |
| ISIN | US5356781063 | Agenda | 934079256 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ROBERT H. | Management | For | For |
| SWANSON, JR. | | | |
| 1B. | ELECTION OF DIRECTOR: LOTHAR MAIER | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ARTHUR C. | Management | For | For |
| AGNOS | | | |
| 1D. | ELECTION OF DIRECTOR: JOHN J. GORDON | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: DAVID S. LEE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: RICHARD M. | Management | For | For |
| MOLEY | | | |
| 1G. | ELECTION OF DIRECTOR: THOMAS S. VOLPE | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| THE COMPANY FOR THE FISCAL YEAR | | | |
| ENDING JUNE 28, 2015. | | | |
| 4. | RE-APPROVAL OF THE EXECUTIVE BONUS | Management | For | For |
| PLAN. | | | |
| 5. | NON-BINDING STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING DIRECTOR ELECTION | | | |
| MAJORITY VOTE STANDARD. | | | |
| ORACLE CORPORATION | | |
| Security | 68389X105 | Meeting Type | Annual |
| Ticker Symbol | ORCL | Meeting Date | 05-Nov-2014 |
| ISIN | US68389X1054 | Agenda | 934078153 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JEFFREY S. BERG | | For | For |
| 2 | H. RAYMOND BINGHAM | | For | For |
| 3 | MICHAEL J. BOSKIN | | For | For |
| 4 | SAFRA A. CATZ | | For | For |
| 5 | BRUCE R. CHIZEN | | For | For |
| 6 | GEORGE H. CONRADES | | For | For |
| 7 | LAWRENCE J. ELLISON | | For | For |
| 8 | HECTOR GARCIA-MOLINA | | For | For |
| 9 | JEFFREY O. HENLEY | | For | For |
| 10 | MARK V. HURD | | For | For |
| 11 | NAOMI O. SELIGMAN | | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3. | RATIFICATION OF THE SELECTION OF | Management | For | For |
| ERNST & YOUNG LLP AS INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR FISCAL YEAR 2015. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| VOTE TABULATION. | | | |
| 5. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| MULTIPLE PERFORMANCE METRICS. | | | |
| 6. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| QUANTIFIABLE PERFORMANCE METRICS. | | | |
| 7. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| PROXY ACCESS. | | | |
Page 6 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| MAXIM INTEGRATED PRODUCTS, INC. | | |
| Security | 57772K101 | Meeting Type | Annual |
| Ticker Symbol | MXIM | Meeting Date | 12-Nov-2014 |
| ISIN | US57772K1016 | Agenda | 934082304 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | B. KIPLING HAGOPIAN | | For | For |
| 2 | TUNC DOLUCA | | For | For |
| 3 | JAMES R. BERGMAN | | For | For |
| 4 | JOSEPH R. BRONSON | | For | For |
| 5 | ROBERT E. GRADY | | For | For |
| 6 | WILLIAM D. WATKINS | | For | For |
| 7 | A.R. FRANK WAZZAN | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS MAXIM INTEGRATED'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING JUNE 27, 2015. | | | |
| 3. | TO RATIFY AND APPROVE AN AMENDMENT | Management | For | For |
| TO MAXIM INTEGRATED'S 2008 .. DUE TO | | | |
| SPACE LIMITS, SEE PROXY STATEMENT FOR | | | |
| FULL PROPOSAL). | | | |
| 4. | TO RATIFY AND APPROVE AN AMENDMENT | Management | Against | Against |
| TO MAXIM INTEGRATED'S 1996 STOCK | | | |
| INCENTIVE PLAN TO INCREASE THE | | | |
| NUMBER OF SHARES AVAILABLE FOR | | | |
| ISSUANCE THEREUNDER BY 5,000,000 | | | |
| SHARES AND TO EXTEND THE PLAN'S TERM | | | |
| BY 10 YEARS. | | | |
| 5. | TO RATIFY AND APPROVE AN AMENDMENT | Management | Against | Against |
| TO MAXIM INTEGRATED'S RESTATED | | | |
| CERTIFICATE OF INCORPORATION TO | | | |
| ELIMINATE THE ABILITY OF STOCKHOLDERS | | | |
| TO CUMULATE THEIR VOTES IN FUTURE | | | |
| ELECTIONS OF DIRECTORS. | | | |
| 6. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 7. | TO APPROVE THE ADOPTION OF MAXIM | Management | For | For |
| INTEGRATED'S EXECUTIVE BONUS PLAN, A | | | |
| BONUS PLAN FOR THE COMPANY'S | | | |
| EXECUTIVE OFFICERS COMPLIANT WITH | | | |
| SECTION 162(M) OF THE INTERNAL | | | |
| REVENUE CODE. | | | |
Page 7 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| RESMED INC. | | |
| Security | 761152107 | Meeting Type | Annual |
| Ticker Symbol | RMD | Meeting Date | 19-Nov-2014 |
| ISIN | US7611521078 | Agenda | 934082746 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MICHAEL FARRELL | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: CHRIS ROBERTS | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JACK WAREHAM | Management | For | For |
| 2. | RATIFY OUR APPOINTMENT OF KPMG LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING JUNE 30, 2015. | | | |
| 3. | APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION PAID TO OUR NAMED | | | |
| EXECUTIVE OFFICERS, AS DESCRIBED IN | | | |
| THE PROXY STATEMENT. | | | |
| CISCO SYSTEMS, INC. | | |
| Security | 17275R102 | Meeting Type | Annual |
| Ticker Symbol | CSCO | Meeting Date | 20-Nov-2014 |
| ISIN | US17275R1023 | Agenda | 934082215 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CAROL A. BARTZ | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: M. MICHELE | Management | For | For |
| BURNS | | | |
| 1C. | ELECTION OF DIRECTOR: MICHAEL D. | Management | For | For |
| CAPELLAS | | | |
| 1D. | ELECTION OF DIRECTOR: JOHN T. | Management | For | For |
| CHAMBERS | | | |
| 1E. | ELECTION OF DIRECTOR: BRIAN L. HALLA | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DR. JOHN L. | Management | For | For |
| HENNESSY | | | |
| 1G. | ELECTION OF DIRECTOR: DR. KRISTINA M. | Management | For | For |
| JOHNSON | | | |
| 1H. | ELECTION OF DIRECTOR: RODERICK C. | Management | For | For |
| MCGEARY | | | |
| 1I. | ELECTION OF DIRECTOR: ARUN SARIN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: STEVEN M. WEST | Management | For | For |
| 2. | APPROVAL OF AMENDMENT AND | Management | For | For |
| RESTATEMENT OF THE EMPLOYEE STOCK | | | |
| PURCHASE PLAN. | | | |
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4. | RATIFICATION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| CISCO'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR FISCAL | | | |
| 2015. | | | |
| 5. | APPROVAL TO RECOMMEND THAT CISCO | Shareholder | Against | For |
| ESTABLISH A PUBLIC POLICY COMMITTEE | | | |
| OF THE BOARD. | | | |
| 6. | APPROVAL TO REQUEST THE BOARD TO | Shareholder | Against | For |
| AMEND CISCO'S GOVERNING DOCUMENTS | | | |
| TO ALLOW PROXY ACCESS FOR SPECIFIED | | | |
| CATEGORIES OF SHAREHOLDERS. | | | |
| 7. | APPROVAL TO REQUEST CISCO TO | Shareholder | For | Against |
| PROVIDE A SEMIANNUAL REPORT ON | | | |
| POLITICAL-RELATED CONTRIBUTIONS AND | | | |
| EXPENDITURES. | | | |
Page 8 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| MICROSOFT CORPORATION | | |
| Security | 594918104 | Meeting Type | Annual |
| Ticker Symbol | MSFT | Meeting Date | 03-Dec-2014 |
| ISIN | US5949181045 | Agenda | 934087708 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: WILLIAM H. GATES | Management | For | For |
| III | | | |
| 1B. | ELECTION OF DIRECTOR: MARIA M. KLAWE | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: TERI L. LIST- | Management | For | For |
| STOLL | | | |
| 1D. | ELECTION OF DIRECTOR: G. MASON MORFIT | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: SATYA NADELLA | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: CHARLES H. | Management | For | For |
| NOSKI | | | |
| 1G. | ELECTION OF DIRECTOR: HELMUT PANKE | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: CHARLES W. | Management | For | For |
| SCHARF | | | |
| 1I. | ELECTION OF DIRECTOR: JOHN W. | Management | For | For |
| STANTON | | | |
| 1J. | ELECTION OF DIRECTOR: JOHN W. | Management | For | For |
| THOMPSON | | | |
| 2. | ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION | | | |
| 3. | RATIFICATION OF DELOITTE & TOUCHE LLP | Management | For | For |
| AS OUR INDEPENDENT AUDITOR FOR | | | |
| FISCAL YEAR 2015 | | | |
| 4. | SHAREHOLDER PROPOSAL - PROXY | Shareholder | Against | For |
| ACCESS FOR SHAREHOLDERS | | | |
Page 9 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| JDS UNIPHASE CORPORATION | | |
| Security | 46612J507 | Meeting Type | Annual |
| Ticker Symbol | JDSU | Meeting Date | 05-Dec-2014 |
| ISIN | US46612J5074 | Agenda | 934089156 - Management |
| Item | Proposal | | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: KEITH BARNES | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: TIMOTHY CAMPOS | Management | For | For |
| 1.3 | ELECTION OF DIRECTOR: PENELOPE A. | Management | For | For |
| HERSCHER | | | |
| 1.4 | ELECTION OF DIRECTOR: MASOOD JABBAR | Management | For | For |
| 1.5 | ELECTION OF DIRECTOR: MARTIN A. | Management | For | For |
| KAPLAN | | | |
| 1.6 | ELECTION OF DIRECTOR: THOMAS | Management | For | For |
| WAECHTER | | | |
| 2 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT PUBLIC ACCOUNTING FIRM | | | |
| FOR JDS UNIPHASE CORPORATION FOR | | | |
| THE FISCAL YEAR ENDING JUNE 27, 2015. | | | |
| 3 | TO APPROVE, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4 | TO APPROVE AMENDMENTS TO OUR | Management | Against | Against |
| AMENDED AND RESTATED 2003 EQUITY | | | |
| INCENTIVE PLAN. | | | |
| WALGREEN CO. | | |
| Security | 931422109 | Meeting Type | Special |
| Ticker Symbol | WAG | Meeting Date | 29-Dec-2014 |
| ISIN | US9314221097 | Agenda | 934105001 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | TO APPROVE AND ADOPT THE AGREEMENT | Management | For | For |
| AND PLAN OF MERGER, DATED AS OF | | | |
| OCTOBER 17, 2014, PURSUANT TO WHICH | | | |
| ONTARIO MERGER SUB, INC. WILL MERGE | | | |
| WITH AND INTO WALGREEN CO. (THE | | | |
| "REORG MERGER") AND WALGREEN CO. | | | |
| WILL SURVIVE THE REORG MERGER AS A | | | |
| WHOLLY OWNED SUBSIDIARY OF | | | |
| WALGREENS BOOTS ALLIANCE, INC., AND | | | |
| TO APPROVE AND ADOPT THE REORG | | | |
| MERGER AND THE REORGANIZATION (AS | | | |
| DEFINED IN THE ACCOMPANYING PROXY | | | |
| STATEMENT/PROSPECTUS) (THE | | | |
| "REORGANIZATION PROPOSAL"). | | | |
| 2. | TO APPROVE THE ISSUANCE, IN A PRIVATE | Management | For | For |
| PLACEMENT, OF SHARES OF (A) IF THE | | | |
| REORGANIZATION PROPOSAL IS APPROVED | | | |
| AND THE REORGANIZATION COMPLETED, | | | |
| WALGREENS BOOTS ALLIANCE, INC. | | | |
| COMMON STOCK OR (B) IF THE | | | |
| REORGANIZATION PROPOSAL IS NOT | | | |
| APPROVED OR THE REORGANIZATION IS | | | |
| NOT OTHERWISE COMPLETED, WALGREEN | | | |
| CO. COMMON STOCK, IN EITHER CASE TO | | | |
| THE SELLERS (AS DEFINED IN THE | | | |
| ACCOMPANYING PROXY | | | |
| STATEMENT/PROSPECTUS) IN CONNECTION | | | |
| WITH THE COMPLETION OF THE STEP 2 | | | |
| ACQUISITION (AS DEFINED IN THE ...(DUE TO | | | |
| SPACE LIMITS, SEE PROXY STATEMENT FOR | | | |
| FULL PROPOSAL). | | | |
| 3. | TO APPROVE THE ADJOURNMENT OF THE | Management | For | For |
| SPECIAL MEETING, IF NECESSARY OR | | | |
| APPROPRIATE, TO SOLICIT ADDITIONAL | | | |
| PROXIES IF THERE ARE NOT SUFFICIENT | | | |
| VOTES TO APPROVE AND ADOPT THE | | | |
| REORGANIZATION PROPOSAL OR THE | | | |
| SHARE ISSUANCE PROPOSAL. | | | |
Page 10 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| D.R. HORTON, INC. | | |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 22-Jan-2015 |
| ISIN | US23331A1097 | Agenda | 934112246 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: DONALD R. | Management | For | For |
| HORTON | | | |
| 1B. | ELECTION OF DIRECTOR: BARBARA K. | Management | For | For |
| ALLEN | | | |
| 1C. | ELECTION OF DIRECTOR: BRAD S. | Management | For | For |
| ANDERSON | | | |
| 1D. | ELECTION OF DIRECTOR: MICHAEL R. | Management | For | For |
| BUCHANAN | | | |
| 1E. | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| HEWATT | | | |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3. | TO APPROVE THE 2006 STOCK INCENTIVE | Management | Against | Against |
| PLAN AS AMENDED AND RESTATED. | | | |
| 4. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
Page 11 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| JOHNSON CONTROLS, INC. | | |
| Security | 478366107 | Meeting Type | Annual |
| Ticker Symbol | JCI | Meeting Date | 28-Jan-2015 |
| ISIN | US4783661071 | Agenda | 934108603 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | NATALIE A. BLACK | | For | For |
| 2 | RAYMOND L. CONNER | | For | For |
| 3 | RICHARD GOODMAN | | For | For |
| 4 | WILLIAM H. LACY | | For | For |
| 5 | ALEX A. MOLINAROLI | | For | For |
| 6 | MARK P. VERGNANO | | For | For |
| 2. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT AUDITORS FOR 2015. | | | |
| 3. | APPROVE ON AN ADVISORY BASIS NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
Page 12 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| VISA INC. | | |
| Security | 92826C839 | Meeting Type | Annual |
| Ticker Symbol | V | Meeting Date | 28-Jan-2015 |
| ISIN | US92826C8394 | Agenda | 934110785 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MARY B. | Management | For | For |
| CRANSTON | | | |
| 1B. | ELECTION OF DIRECTOR: FRANCISCO | Management | For | For |
| JAVIER FERNANDEZ-CARBAJAL | | | |
| 1C. | ELECTION OF DIRECTOR: ALFRED F. KELLY, | Management | For | For |
| JR. | | | |
| 1D. | ELECTION OF DIRECTOR: ROBERT W. | Management | For | For |
| MATSCHULLAT | | | |
| 1E. | ELECTION OF DIRECTOR: CATHY E. | Management | For | For |
| MINEHAN | | | |
| 1F. | ELECTION OF DIRECTOR: SUZANNE NORA | Management | For | For |
| JOHNSON | | | |
| 1G. | ELECTION OF DIRECTOR: DAVID J. PANG | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: CHARLES W. | Management | For | For |
| SCHARF | | | |
| 1I. | ELECTION OF DIRECTOR: WILLIAM S. | Management | For | For |
| SHANAHAN | | | |
| 1J. | ELECTION OF DIRECTOR: JOHN A.C. | Management | For | For |
| SWAINSON | | | |
| 1K. | ELECTION OF DIRECTOR: MAYNARD G. | Management | For | For |
| WEBB, JR. | | | |
| 2. | APPROVAL OF AMENDMENTS TO THE FIFTH | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO FACILITATE STOCK | | | |
| SPLITS. | | | |
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4. | APPROVAL OF THE VISA INC. EMPLOYEE | Management | For | For |
| STOCK PURCHASE PLAN. | | | |
| 5A. | APPROVAL OF AMENDMENTS TO THE FIFTH | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION AND THE AMENDED AND | | | |
| RESTATED BY-LAWS TO REMOVE ALL | | | |
| SUPERMAJORITY VOTE REQUIREMENTS | | | |
| AND REPLACE THEM WITH MAJORITY VOTE | | | |
| REQUIREMENTS FOR THE ACTION: EXITING | | | |
| OUR CORE PAYMENT BUSINESS | | | |
| 5B. | APPROVAL OF AMENDMENTS TO THE FIFTH | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION AND THE AMENDED AND | | | |
| RESTATED BY-LAWS TO REMOVE ALL | | | |
| SUPERMAJORITY VOTE REQUIREMENTS | | | |
| AND REPLACE THEM WITH MAJORITY VOTE | | | |
| REQUIREMENTS FOR THE ACTION: FUTURE | | | |
| AMENDMENTS TO SECTIONS OF THE | | | |
| CERTIFICATE OF INCORPORATION | | | |
| 5C. | APPROVAL OF AMENDMENTS TO THE FIFTH | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION AND THE AMENDED AND | | | |
| RESTATED BY-LAWS TO REMOVE ALL | | | |
| SUPERMAJORITY VOTE REQUIREMENTS | | | |
| AND REPLACE THEM WITH MAJORITY VOTE | | | |
| REQUIREMENTS FOR THE ACTION: | | | |
| APPROVAL OF EXCEPTIONS TO TRANSFER | | | |
| RESTRICTIONS | | | |
| 5D. | APPROVAL OF AMENDMENTS TO THE FIFTH | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION AND THE AMENDED AND | | | |
| RESTATED BY-LAWS TO REMOVE ALL | | | |
| SUPERMAJORITY VOTE REQUIREMENTS | | | |
| AND REPLACE THEM WITH MAJORITY VOTE | | | |
| REQUIREMENTS FOR THE ACTION: | | | |
| REMOVAL OF DIRECTORS FROM OFFICE | | | |
| 5E. | APPROVAL OF AMENDMENTS TO THE FIFTH | Management | For | For |
| AMENDED AND RESTATED CERTIFICATE OF | | | |
| INCORPORATION AND THE AMENDED AND | | | |
| RESTATED BY-LAWS TO REMOVE ALL | | | |
| SUPERMAJORITY VOTE REQUIREMENTS | | | |
| AND REPLACE THEM WITH MAJORITY VOTE | | | |
| REQUIREMENTS FOR THE ACTION: FUTURE | | | |
| AMENDMENTS TO THE ADVANCE NOTICE | | | |
| PROVISIONS IN THE BY-LAWS | | | |
| 6. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR 2015 | | | |
Page 13 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| EMERSON ELECTRIC CO. | | |
| Security | 291011104 | Meeting Type | Annual |
| Ticker Symbol | EMR | Meeting Date | 03-Feb-2015 |
| ISIN | US2910111044 | Agenda | 934110052 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | A.F. GOLDEN* | | For | For |
| 2 | W.R. JOHNSON* | | For | For |
| 3 | C. KENDLE* | | For | For |
| 4 | J.S. TURLEY* | | For | For |
| 5 | A.A. BUSCH III# | | For | For |
| 2. | APPROVAL, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, OF EMERSON ELECTRIC CO. | | | |
| EXECUTIVE COMPENSATION. | | | |
| 3. | APPROVAL OF THE EMERSON ELECTRIC CO. | Management | For | For |
| 2015 INCENTIVE SHARES PLAN. | | | |
| 4. | RE-APPROVAL OF THE PERFORMANCE | Management | For | For |
| MEASURES UNDER THE EMERSON | | | |
| ELECTRIC CO. ANNUAL INCENTIVE PLAN. | | | |
| 5. | RATIFICATION OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 6. | APPROVAL OF THE STOCKHOLDER | Shareholder | Against | For |
| PROPOSAL REQUESTING ISSUANCE OF A | | | |
| SUSTAINABILITY REPORT AS DESCRIBED IN | | | |
| THE PROXY STATEMENT. | | | |
| 7. | APPROVAL OF THE STOCKHOLDER | Shareholder | For | Against |
| PROPOSAL REQUESTING ISSUANCE OF A | | | |
| POLITICAL CONTRIBUTIONS REPORT AS | | | |
| DESCRIBED IN THE PROXY STATEMENT. | | | |
| 8. | APPROVAL OF THE STOCKHOLDER | Shareholder | For | Against |
| PROPOSAL REQUESTING ISSUANCE OF A | | | |
| LOBBYING REPORT AS DESCRIBED IN THE | | | |
| PROXY STATEMENT. | | | |
| ROCKWELL AUTOMATION, INC. | | |
| Security | 773903109 | Meeting Type | Annual |
| Ticker Symbol | ROK | Meeting Date | 03-Feb-2015 |
| ISIN | US7739031091 | Agenda | 934110773 - Management |
| Item | Proposal | | Vote | For/Against |
| A. | DIRECTOR | | Management | | |
| 1 | BETTY C. ALEWINE | | For | For |
| 2 | J. PHILLIP HOLLOMAN | | For | For |
| 3 | VERNE G. ISTOCK | | For | For |
| 4 | LAWRENCE D. KINGSLEY | | For | For |
| 5 | LISA A. PAYNE | | For | For |
| B. | TO APPROVE THE SELECTION OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| C. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE CORPORATION'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| D. | TO APPROVE A MAJORITY VOTE STANDARD | Management | For | For |
| FOR UNCONTESTED DIRECTOR ELECTIONS. | | | |
Page 14 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| HOLOGIC, INC. | | |
| Security | 436440101 | Meeting Type | Annual |
| Ticker Symbol | HOLX | Meeting Date | 03-Mar-2015 |
| ISIN | US4364401012 | Agenda | 934118250 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JONATHAN CHRISTODORO | | For | For |
| 2 | SALLY W. CRAWFORD | | For | For |
| 3 | SCOTT T. GARRETT | | For | For |
| 4 | DAVID R. LAVANCE, JR. | | For | For |
| 5 | NANCY L. LEAMING | | For | For |
| 6 | LAWRENCE M. LEVY | | For | For |
| 7 | STEPHEN P. MACMILLAN | | For | For |
| 8 | SAMUEL MERKSAMER | | For | For |
| 9 | CHRISTIANA STAMOULIS | | For | For |
| 10 | ELAINE S. ULLIAN | | For | For |
| 11 | WAYNE WILSON | | For | For |
| 2. | A NON-BINDING ADVISORY RESOLUTION TO | Management | For | For |
| APPROVE EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR FISCAL 2015. | | | |
| 4. | SHAREHOLDER PROPOSAL REGARDING A | Shareholder | For | Against |
| SEVERANCE APPROVAL POLICY. | | | |
| 5. | SHAREHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| SHAREHOLDER INPUT ON POISON PILLS. | | | |
| HELMERICH & PAYNE, INC. | | |
| Security | 423452101 | Meeting Type | Annual |
| Ticker Symbol | HP | Meeting Date | 04-Mar-2015 |
| ISIN | US4234521015 | Agenda | 934119480 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: WILLIAM L. | Management | For | For |
| ARMSTRONG | | | |
| 1B. | ELECTION OF DIRECTOR: RANDY A. FOUTCH | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: HANS HELMERICH | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JOHN W. LINDSAY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: PAULA MARSHALL | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: THOMAS A. | Management | For | For |
| PETRIE | | | |
| 1G. | ELECTION OF DIRECTOR: DONALD F. | Management | For | For |
| ROBILLARD, JR. | | | |
| 1H. | ELECTION OF DIRECTOR: FRANCIS ROONEY | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: EDWARD B. RUST, | Management | For | For |
| JR. | | | |
| 1J. | ELECTION OF DIRECTOR: JOHN D. ZEGLIS | Management | For | For |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| AUDITORS FOR 2015. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
Page 15 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| QUALCOMM INCORPORATED | | |
| Security | 747525103 | Meeting Type | Annual |
| Ticker Symbol | QCOM | Meeting Date | 09-Mar-2015 |
| ISIN | US7475251036 | Agenda | 934118616 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: BARBARA T. | Management | For | For |
| ALEXANDER | | | |
| 1B. | ELECTION OF DIRECTOR: DONALD G. | Management | For | For |
| CRUICKSHANK | | | |
| 1C. | ELECTION OF DIRECTOR: RAYMOND V. | Management | For | For |
| DITTAMORE | | | |
| 1D. | ELECTION OF DIRECTOR: SUSAN | Management | For | For |
| HOCKFIELD | | | |
| 1E. | ELECTION OF DIRECTOR: THOMAS W. | Management | For | For |
| HORTON | | | |
| 1F. | ELECTION OF DIRECTOR: PAUL E. JACOBS | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: SHERRY LANSING | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: HARISH MANWANI | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: STEVEN M. | Management | For | For |
| MOLLENKOPF | | | |
| 1J. | ELECTION OF DIRECTOR: DUANE A. NELLES | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: CLARK T. RANDT, | Management | For | For |
| JR. | | | |
| 1L. | ELECTION OF DIRECTOR: FRANCISCO ROS | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: JONATHAN J. | Management | For | For |
| RUBINSTEIN | | | |
| 1N. | ELECTION OF DIRECTOR: BRENT | Management | For | For |
| SCOWCROFT | | | |
| 1O. | ELECTION OF DIRECTOR: MARC I. STERN | Management | For | For |
| 2. | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT PUBLIC ACCOUNTANTS FOR | | | |
| OUR FISCAL YEAR ENDING SEPTEMBER 27, | | | |
| 2015. | | | |
| 3. | TO APPROVE AN AMENDMENT TO THE 2001 | Management | Against | Against |
| EMPLOYEE STOCK PURCHASE PLAN TO | | | |
| INCREASE THE SHARE RESERVE BY | | | |
| 25,000,000 SHARES. | | | |
| 4. | ADVISORY VOTE TO APPROVE OUR | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
Page 16 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| THE WALT DISNEY COMPANY | | |
| Security | 254687106 | Meeting Type | Annual |
| Ticker Symbol | DIS | Meeting Date | 12-Mar-2015 |
| ISIN | US2546871060 | Agenda | 934118666 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: SUSAN E. ARNOLD | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN S. CHEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JACK DORSEY | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: ROBERT A. IGER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: FRED H. | Management | For | For |
| LANGHAMMER | | | |
| 1F. | ELECTION OF DIRECTOR: AYLWIN B. LEWIS | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MONICA C. | Management | For | For |
| LOZANO | | | |
| 1H. | ELECTION OF DIRECTOR: ROBERT W. | Management | For | For |
| MATSCHULLAT | | | |
| 1I. | ELECTION OF DIRECTOR: SHERYL K. | Management | For | For |
| SANDBERG | | | |
| 1J. | ELECTION OF DIRECTOR: ORIN C. SMITH | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2015. | | | |
| 3. | TO APPROVE THE ADVISORY RESOLUTION | Management | Against | Against |
| ON EXECUTIVE COMPENSATION. | | | |
| 4. | TO APPROVE THE SHAREHOLDER | Shareholder | Against | For |
| PROPOSAL RELATING TO INDEPENDENT | | | |
| BOARD CHAIRMAN. | | | |
| 5. | TO APPROVE THE SHAREHOLDER | Shareholder | For | Against |
| PROPOSAL RELATING TO ACCELERATION | | | |
| OF EXECUTIVE PAY. | | | |
| HEWLETT-PACKARD COMPANY | | |
| Security | 428236103 | Meeting Type | Annual |
| Ticker Symbol | HPQ | Meeting Date | 18-Mar-2015 |
| ISIN | US4282361033 | Agenda | 934122285 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MARC L. | Management | For | For |
| ANDREESSEN | | | |
| 1B. | ELECTION OF DIRECTOR: SHUMEET | Management | For | For |
| BANERJI | | | |
| 1C. | ELECTION OF DIRECTOR: ROBERT R. | Management | For | For |
| BENNETT | | | |
| 1D. | ELECTION OF DIRECTOR: RAJIV L. GUPTA | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: KLAUS KLEINFELD | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: RAYMOND J. LANE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ANN M. | Management | For | For |
| LIVERMORE | | | |
| 1H. | ELECTION OF DIRECTOR: RAYMOND E. | Management | For | For |
| OZZIE | | | |
| 1I. | ELECTION OF DIRECTOR: GARY M. REINER | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: PATRICIA F. | Management | For | For |
| RUSSO | | | |
| 1K. | ELECTION OF DIRECTOR: JAMES A. | Management | For | For |
| SKINNER | | | |
| 1L. | ELECTION OF DIRECTOR: MARGARET C. | Management | For | For |
| WHITMAN | | | |
| 02. | TO RATIFY THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING OCTOBER 31, 2015. | | | |
| 03. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 04. | STOCKHOLDER PROPOSAL RELATED TO | Shareholder | Against | For |
| ACTION BY WRITTEN CONSENT OF | | | |
| STOCKHOLDERS | | | |
Page 17 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) | | |
| Security | 806857108 | Meeting Type | Annual |
| Ticker Symbol | SLB | Meeting Date | 08-Apr-2015 |
| ISIN | AN8068571086 | Agenda | 934127348 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: PETER L.S. | Management | For | For |
| CURRIE | | | |
| 1B. | ELECTION OF DIRECTOR: K. VAMAN KAMATH | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: V. MAUREEN | Management | For | For |
| KEMPSTON DARKES | | | |
| 1D. | ELECTION OF DIRECTOR: PAAL KIBSGAARD | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: NIKOLAY | Management | For | For |
| KUDRYAVTSEV | | | |
| 1F. | ELECTION OF DIRECTOR: MICHAEL E. | Management | For | For |
| MARKS | | | |
| 1G. | ELECTION OF DIRECTOR: INDRA K. NOOYI | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: LUBNA S. OLAYAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: LEO RAFAEL REIF | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: TORE I. | Management | For | For |
| SANDVOLD | | | |
| 1K. | ELECTION OF DIRECTOR: HENRI SEYDOUX | Management | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPANY'S EXECUTIVE COMPENSATION. | | | |
| 3. | TO APPROVE THE COMPANY'S 2014 | Management | For | For |
| FINANCIAL STATEMENTS AND THE BOARD'S | | | |
| 2014 DECLARATIONS OF DIVIDENDS. | | | |
| 4. | TO APPROVE THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2015. | | | |
Page 18 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ASSOCIATED BANC-CORP | | |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASB | Meeting Date | 21-Apr-2015 |
| ISIN | US0454871056 | Agenda | 934136765 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JOHN F. BERGSTROM | | For | For |
| 2 | RUTH M. CROWLEY | | For | For |
| 3 | PHILIP B. FLYNN | | For | For |
| 4 | R. JAY GERKEN | | For | For |
| 5 | WILLIAM R. HUTCHINSON | | For | For |
| 6 | ROBERT A. JEFFE | | For | For |
| 7 | EILEEN A. KAMERICK | | For | For |
| 8 | RICHARD T. LOMMEN | | For | For |
| 9 | CORY L. NETTLES | | For | For |
| 10 | J. DOUGLAS QUICK | | For | For |
| 11 | KAREN T. VAN LITH | | For | For |
| 12 | JOHN (JAY) B. WILLIAMS | | For | For |
| 2. | ADVISORY APPROVAL OF ASSOCIATED | Management | For | For |
| BANC-CORP'S NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 3. | THE RATIFICATION OF THE SELECTION OF | Management | For | For |
| KPMG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR ASSOCIATED BANC-CORP FOR THE | | | |
| YEAR ENDING DECEMBER 31, 2015. | | | |
| NORTHERN TRUST CORPORATION | | |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 21-Apr-2015 |
| ISIN | US6658591044 | Agenda | 934138101 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: LINDA WALKER | Management | For | For |
| BYNOE | | | |
| 1B. | ELECTION OF DIRECTOR: SUSAN CROWN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DEAN M. | Management | For | For |
| HARRISON | | | |
| 1D. | ELECTION OF DIRECTOR: DIPAK C. JAIN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOSE LUIS PRADO | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JOHN W. ROWE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MARTIN P. SLARK | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: DAVID H.B. SMITH, | Management | For | For |
| JR. | | | |
| 1I. | ELECTION OF DIRECTOR: DONALD | Management | For | For |
| THOMPSON | | | |
| 1J. | ELECTION OF DIRECTOR: CHARLES A. | Management | For | For |
| TRIBBETT III | | | |
| 1K. | ELECTION OF DIRECTOR: FREDERICK H. | Management | For | For |
| WADDELL | | | |
| 2. | APPROVAL, BY AN ADVISORY VOTE, OF THE | Management | For | For |
| 2014 COMPENSATION OF THE | | | |
| CORPORATION'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| ADDITIONAL DISCLOSURE OF POLITICAL | | | |
| AND LOBBYING CONTRIBUTIONS, IF | | | |
| PROPERLY PRESENTED AT THE ANNUAL | | | |
| MEETING. | | | |
Page 19 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| GENERAL ELECTRIC COMPANY | | |
| Security | 369604103 | Meeting Type | Annual |
| Ticker Symbol | GE | Meeting Date | 22-Apr-2015 |
| ISIN | US3696041033 | Agenda | 934135864 - Management |
| Item | Proposal | | Vote | For/Against |
| A1 | ELECTION OF DIRECTOR: W. GEOFFREY | Management | For | For |
| BEATTIE | | | |
| A2 | ELECTION OF DIRECTOR: JOHN J. BRENNAN | Management | For | For |
| A3 | ELECTION OF DIRECTOR: JAMES I. CASH, | Management | For | For |
| JR. | | | |
| A4 | ELECTION OF DIRECTOR: FRANCISCO | Management | For | For |
| D'SOUZA | | | |
| A5 | ELECTION OF DIRECTOR: MARIJN E. | Management | For | For |
| DEKKERS | | | |
| A6 | ELECTION OF DIRECTOR: SUSAN J. | Management | For | For |
| HOCKFIELD | | | |
| A7 | ELECTION OF DIRECTOR: JEFFREY R. | Management | For | For |
| IMMELT | | | |
| A8 | ELECTION OF DIRECTOR: ANDREA JUNG | Management | For | For |
| A9 | ELECTION OF DIRECTOR: ROBERT W. LANE | Management | For | For |
| A10 | ELECTION OF DIRECTOR: ROCHELLE B. | Management | For | For |
| LAZARUS | | | |
| A11 | ELECTION OF DIRECTOR: JAMES J. MULVA | Management | For | For |
| A12 | ELECTION OF DIRECTOR: JAMES E. ROHR | Management | For | For |
| A13 | ELECTION OF DIRECTOR: MARY L. | Management | For | For |
| SCHAPIRO | | | |
| A14 | ELECTION OF DIRECTOR: ROBERT J. | Management | For | For |
| SWIERINGA | | | |
| A15 | ELECTION OF DIRECTOR: JAMES S. TISCH | Management | For | For |
| A16 | ELECTION OF DIRECTOR: DOUGLAS A. | Management | For | For |
| WARNER III | | | |
| B1 | ADVISORY APPROVAL OF OUR NAMED | Management | For | For |
| EXECUTIVES' COMPENSATION | | | |
| B2 | RATIFICATION OF KPMG AS INDEPENDENT | Management | For | For |
| AUDITOR FOR 2015 | | | |
| C1 | CUMULATIVE VOTING | Shareholder | For | Against |
| C2 | WRITTEN CONSENT | Shareholder | Against | For |
| C3 | ONE DIRECTOR FROM RANKS OF RETIREES | Shareholder | Against | For |
| C4 | HOLY LAND PRINCIPLES | Shareholder | Against | For |
| C5 | LIMIT EQUITY VESTING UPON CHANGE IN | Shareholder | For | Against |
| CONTROL | | | |
Page 20 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| JOHNSON & JOHNSON | | |
| Security | 478160104 | Meeting Type | Annual |
| Ticker Symbol | JNJ | Meeting Date | 23-Apr-2015 |
| ISIN | US4781601046 | Agenda | 934134761 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MARY SUE | Management | For | For |
| COLEMAN | | | |
| 1B. | ELECTION OF DIRECTOR: D. SCOTT DAVIS | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: IAN E.L. DAVIS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: ALEX GORSKY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: SUSAN L. | Management | For | For |
| LINDQUIST | | | |
| 1F. | ELECTION OF DIRECTOR: MARK B. | Management | For | For |
| MCCLELLAN | | | |
| 1G. | ELECTION OF DIRECTOR: ANNE M. | Management | For | For |
| MULCAHY | | | |
| 1H. | ELECTION OF DIRECTOR: WILLIAM D. PEREZ | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: CHARLES PRINCE | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: A. EUGENE | Management | For | For |
| WASHINGTON | | | |
| 1K. | ELECTION OF DIRECTOR: RONALD A. | Management | For | For |
| WILLIAMS | | | |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 3. | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2015 | | | |
| 4. | SHAREHOLDER PROPOSAL - COMMON | Shareholder | Against | For |
| SENSE POLICY REGARDING | | | |
| OVEREXTENDED DIRECTORS | | | |
| 5. | SHAREHOLDER PROPOSAL - ALIGNMENT | Shareholder | Against | For |
| BETWEEN CORPORATE VALUES AND | | | |
| POLITICAL CONTRIBUTIONS | | | |
| 6. | SHAREHOLDER PROPOSAL - INDEPENDENT | Shareholder | Against | For |
| BOARD CHAIRMAN | | | |
Page 21 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| HARLEY-DAVIDSON, INC. | | |
| Security | 412822108 | Meeting Type | Annual |
| Ticker Symbol | HOG | Meeting Date | 25-Apr-2015 |
| ISIN | US4128221086 | Agenda | 934136789 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | R. JOHN ANDERSON | | For | For |
| 2 | RICHARD I. BEATTIE | | For | For |
| 3 | MICHAEL J. CAVE | | For | For |
| 4 | GEORGE H. CONRADES | | For | For |
| 5 | DONALD A. JAMES | | For | For |
| 6 | MATTHEW S. LEVATICH | | For | For |
| 7 | SARA L. LEVINSON | | For | For |
| 8 | N. THOMAS LINEBARGER | | For | For |
| 9 | GEORGE L. MILES, JR. | | For | For |
| 10 | JAMES A. NORLING | | For | For |
| 11 | JOCHEN ZEITZ | | For | For |
| 2. | APPROVAL OF AMENDMENT TO THE | Management | For | For |
| RESTATED ARTICLES OF INCORPORATION | | | |
| TO ALLOW FOR A MAJORITY VOTING | | | |
| STANDARD IN DIRECTOR ELECTIONS. | | | |
| 3. | APPROVAL OF THE MATERIAL TERMS OF | Management | Against | Against |
| THE PERFORMANCE GOALS UNDER THE | | | |
| HARLEY-DAVIDSON, INC. EMPLOYEE | | | |
| INCENTIVE PLAN. | | | |
| 4. | APPROVAL, BY ADVISORY VOTE, OF THE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 5. | RATIFICATION OF SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP, INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM, TO BE THE | | | |
| AUDITORS. | | | | |
| CITIGROUP INC. | | |
| Security | 172967424 | Meeting Type | Annual |
| Ticker Symbol | C | Meeting Date | 28-Apr-2015 |
| ISIN | US1729674242 | Agenda | 934141160 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MICHAEL L. | Management | For | For |
| CORBAT | | | |
| 1B. | ELECTION OF DIRECTOR: DUNCAN P. | Management | For | For |
| HENNES | | | |
| 1C. | ELECTION OF DIRECTOR: PETER B. HENRY | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: FRANZ B. HUMER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MICHAEL E. | Management | For | For |
| O'NEILL | | | |
| 1F. | ELECTION OF DIRECTOR: GARY M. REINER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JUDITH RODIN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ANTHONY M. | Management | For | For |
| SANTOMERO | | | |
| 1I. | ELECTION OF DIRECTOR: JOAN E. SPERO | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DIANA L. TAYLOR | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: WILLIAM S. | Management | For | For |
| THOMPSON, JR. | | | |
| 1L. | ELECTION OF DIRECTOR: JAMES S. TURLEY | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: ERNESTO | Management | For | For |
| ZEDILLO PONCE DE LEON | | | |
| 2. | PROPOSAL TO RATIFY THE SELECTION OF | Management | For | For |
| KPMG LLP AS CITI'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2015. | | | |
| 3. | ADVISORY APPROVAL OF CITI'S 2014 | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4. | APPROVAL OF AN AMENDMENT TO THE | Management | For | For |
| CITIGROUP 2014 STOCK INCENTIVE PLAN | | | |
| AUTHORIZING ADDITIONAL SHARES. | | | |
| 5. | STOCKHOLDER PROPOSAL REQUESTING | Shareholder | For | For |
| PROXY ACCESS FOR SHAREHOLDERS. | | | |
| 6. | STOCKHOLDER PROPOSAL REQUESTING A | Shareholder | For | Against |
| REPORT ON LOBBYING AND GRASSROOTS | | | |
| LOBBYING CONTRIBUTIONS. | | | |
| 7. | STOCKHOLDER PROPOSAL REQUESTING AN | Shareholder | Against | For |
| AMENDMENT TO THE GENERAL CLAWBACK | | | |
| POLICY. | | | |
| 8. | STOCKHOLDER PROPOSAL REQUESTING A | Shareholder | Against | For |
| BY-LAW AMENDMENT TO EXCLUDE FROM | | | |
| THE BOARD OF DIRECTORS' AUDIT | | | |
| COMMITTEE ANY DIRECTOR WHO WAS A | | | |
| DIRECTOR AT A PUBLIC COMPANY WHILE | | | |
| THAT COMPANY FILED FOR | | | |
| REORGANIZATION UNDER CHAPTER 11. | | | |
| 9. | STOCKHOLDER PROPOSAL REQUESTING A | Shareholder | For | Against |
| REPORT REGARDING THE VESTING OF | | | |
| EQUITY-BASED AWARDS FOR SENIOR | | | |
| EXECUTIVES DUE TO A VOLUNTARY | | | |
| RESIGNATION TO ENTER GOVERNMENT | | | |
| SERVICE. | | | |
Page 22 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| FIRST HORIZON NATIONAL CORPORATION | | |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 28-Apr-2015 |
| ISIN | US3205171057 | Agenda | 934141273 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A | ELECTION OF DIRECTOR: ROBERT B. | Management | For | For |
| CARTER | | | |
| 1B | ELECTION OF DIRECTOR: JOHN C. | Management | For | For |
| COMPTON | | | |
| 1C | ELECTION OF DIRECTOR: MARK A. EMKES | Management | For | For |
| 1D | ELECTION OF DIRECTOR: CORYDON J. | Management | For | For |
| GILCHRIST | | | |
| 1E | ELECTION OF DIRECTOR: VICKY B. GREGG | Management | For | For |
| 1F | ELECTION OF DIRECTOR: D. BRYAN JORDAN | Management | For | For |
| 1G | ELECTION OF DIRECTOR: R. BRAD MARTIN | Management | For | For |
| 1H | ELECTION OF DIRECTOR: SCOTT M. | Management | For | For |
| NISWONGER | | | |
| 1I | ELECTION OF DIRECTOR: VICKI R. PALMER | Management | For | For |
| 1J | ELECTION OF DIRECTOR: COLIN V. REED | Management | For | For |
| 1K | ELECTION OF DIRECTOR: CECELIA D. | Management | For | For |
| STEWART | | | |
| 1L | ELECTION OF DIRECTOR: LUKE YANCY III | Management | For | For |
| 2. | APPROVAL OF AN ADVISORY RESOLUTION | Management | For | For |
| TO APPROVE EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFICATION OF APPOINTMENT OF KPMG | Management | For | For |
| LLP AS AUDITORS. | | | |
Page 23 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| HANESBRANDS INC. | | |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 28-Apr-2015 |
| ISIN | US4103451021 | Agenda | 934143962 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | BOBBY J. GRIFFIN | | For | For |
| 2 | JAMES C. JOHNSON | | For | For |
| 3 | JESSICA T. MATHEWS | | For | For |
| 4 | FRANCK J. MOISON | | For | For |
| 5 | ROBERT F. MORAN | | For | For |
| 6 | J. PATRICK MULCAHY | | For | For |
| 7 | RONALD L. NELSON | | For | For |
| 8 | RICHARD A. NOLL | | For | For |
| 9 | ANDREW J. SCHINDLER | | For | For |
| 10 | DAVID V. SINGER | | For | For |
| 11 | ANN E. ZIEGLER | | For | For |
| 2 | TO APPROVE, ON AN ADVISORY BASIS, | Management | For | For |
| EXECUTIVE COMPENSATION AS DESCRIBED | | | |
| IN THE PROXY STATEMENT FOR THE | | | |
| ANNUAL MEETING. | | | |
| 3 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| HANESBRANDS' INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR HANESBRANDS' 2015 FISCAL YEAR. | | | |
| NOBLE ENERGY, INC. | | |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 28-Apr-2015 |
| ISIN | US6550441058 | Agenda | 934169726 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JEFFREY L. | Management | For | For |
| BERENSON | | | |
| 1B. | ELECTION OF DIRECTOR: MICHAEL A. | Management | For | For |
| CAWLEY | | | |
| 1C. | ELECTION OF DIRECTOR: EDWARD F. COX | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: THOMAS J. | Management | For | For |
| EDELMAN | | | |
| 1E. | ELECTION OF DIRECTOR: ERIC P. GRUBMAN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: KIRBY L. HEDRICK | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DAVID L. STOVER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: SCOTT D. URBAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: WILLIAM T. VAN | Management | For | For |
| KLEEF | | | |
| 1J. | ELECTION OF DIRECTOR: MOLLY K. | Management | For | For |
| WILLIAMSON | | | |
| 2. | TO RATIFY THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT AUDITOR BY THE | | | |
| COMPANY'S AUDIT COMMITTEE. | | | |
| 3. | TO APPROVE, IN A NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S CERTIFICATE OF | | | |
| INCORPORATION TO INCREASE THE | | | |
| NUMBER OF AUTHORIZED SHARES OF | | | |
| COMMON STOCK FROM 500 MILLION TO 1 | | | |
| BILLION. | | | |
| 5. | TO APPROVE AN AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE COMPANY'S 1992 | | | |
| STOCK OPTION AND RESTRICTED STOCK | | | |
| PLAN TO INCREASE THE NUMBER OF | | | |
| SHARES OF COMMON STOCK AUTHORIZED | | | |
| FOR ISSUANCE UNDER THE PLAN FROM 71.6 | | | |
| MILLION TO 77.4 MILLION. | | | |
| 6. | TO APPROVE THE 2015 STOCK PLAN FOR | Management | For | For |
| NON-EMPLOYEE DIRECTORS, REPLACING A | | | |
| SUBSTANTIALLY SIMILAR PLAN THAT | | | |
| EXPIRED UNDER ITS OWN TERMS. | | | |
| 7. | TO CONSIDER A STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| CALLING FOR THE COMPANY TO AMEND ITS | | | |
| BY-LAWS TO ALLOW ELIGIBLE | | | |
| STOCKHOLDERS TO INCLUDE THEIR OWN | | | |
| NOMINEES FOR DIRECTOR IN THE | | | |
| COMPANY'S PROXY MATERIALS. | | | |
| 8. | TO CONSIDER A STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| CALLING FOR THE COMPANY TO PREPARE A | | | |
| REPORT OUTLINING THE IMPACT CLIMATE | | | |
| CHANGE MIGHT HAVE ON THE COMPANY'S | | | |
| BUSINESS PLANS. | | | |
Page 24 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| SUNTRUST BANKS, INC. | | |
| Security | 867914103 | Meeting Type | Annual |
| Ticker Symbol | STI | Meeting Date | 28-Apr-2015 |
| ISIN | US8679141031 | Agenda | 934128819 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ROBERT M. BEALL, | Management | For | For |
| II | | | |
| 1B. | ELECTION OF DIRECTOR: PAUL R. GARCIA | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DAVID H. HUGHES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: M. DOUGLAS | Management | For | For |
| IVESTER | | | |
| 1E. | ELECTION OF DIRECTOR: KYLE PRECHTL | Management | For | For |
| LEGG | | | |
| 1F. | ELECTION OF DIRECTOR: WILLIAM A. | Management | For | For |
| LINNENBRINGER | | | |
| 1G. | ELECTION OF DIRECTOR: DONNA S. MOREA | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| RATCLIFFE | | | |
| 1I. | ELECTION OF DIRECTOR: WILLIAM H. | Management | For | For |
| ROGERS, JR. | | | |
| 1J. | ELECTION OF DIRECTOR: FRANK P. | Management | For | For |
| SCRUGGS, JR. | | | |
| 1K. | ELECTION OF DIRECTOR: THOMAS R. | Management | For | For |
| WATJEN | | | |
| 1L. | ELECTION OF DIRECTOR: DR. PHAIL WYNN, | Management | For | For |
| JR. | | | |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPANY'S EXECUTIVE COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| AUDITOR FOR 2015. | | | |
| 4. | SHAREHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| RECOUPMENT DISCLOSURE. | | | |
Page 25 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| THE PNC FINANCIAL SERVICES GROUP, INC. | | |
| Security | 693475105 | Meeting Type | Annual |
| Ticker Symbol | PNC | Meeting Date | 28-Apr-2015 |
| ISIN | US6934751057 | Agenda | 934138896 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CHARLES E. | Management | For | For |
| BUNCH | | | |
| 1B. | ELECTION OF DIRECTOR: PAUL W. | Management | For | For |
| CHELLGREN | | | |
| 1C. | ELECTION OF DIRECTOR: MARJORIE | Management | For | For |
| RODGERS CHESHIRE | | | |
| 1D. | ELECTION OF DIRECTOR: WILLIAM S. | Management | For | For |
| DEMCHAK | | | |
| 1E. | ELECTION OF DIRECTOR: ANDREW T. | Management | For | For |
| FELDSTEIN | | | |
| 1F. | ELECTION OF DIRECTOR: KAY COLES | Management | For | For |
| JAMES | | | |
| 1G. | ELECTION OF DIRECTOR: RICHARD B. | Management | For | For |
| KELSON | | | |
| 1H. | ELECTION OF DIRECTOR: ANTHONY A. | Management | For | For |
| MASSARO | | | |
| 1I. | ELECTION OF DIRECTOR: JANE G. PEPPER | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DONALD J. | Management | For | For |
| SHEPARD | | | |
| 1K. | ELECTION OF DIRECTOR: LORENE K. | Management | For | For |
| STEFFES | | | |
| 1L. | ELECTION OF DIRECTOR: DENNIS F. STRIGL | Management | For | For |
| 1M | ELECTION OF DIRECTOR: THOMAS J. USHER | Management | For | For |
| 2. | RATIFICATION OF THE AUDIT COMMITTEE'S | Management | For | For |
| SELECTION OF PRICEWATERHOUSECOOPERS LLP AS | | | |
| PNC'S INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2015. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
Page 26 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| DISCOVER FINANCIAL SERVICES | | |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 29-Apr-2015 |
| ISIN | US2547091080 | Agenda | 934141172 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JEFFREY S. | Management | For | For |
| ARONIN | | | |
| 1B. | ELECTION OF DIRECTOR: MARY K. BUSH | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: GREGORY C. | Management | For | For |
| CASE | | | |
| 1D. | ELECTION OF DIRECTOR: CANDACE H. | Management | For | For |
| DUNCAN | | | |
| 1E. | ELECTION OF DIRECTOR: CYNTHIA A. | Management | For | For |
| GLASSMAN | | | |
| 1F. | ELECTION OF DIRECTOR: RICHARD H. | Management | For | For |
| LENNY | | | |
| 1G. | ELECTION OF DIRECTOR: THOMAS G. | Management | For | For |
| MAHERAS | | | |
| 1H. | ELECTION OF DIRECTOR: MICHAEL H. | Management | For | For |
| MOSKOW | | | |
| 1I. | ELECTION OF DIRECTOR: DAVID W. NELMS | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: MARK A. THIERER | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: LAWRENCE A. | Management | For | For |
| WEINBACH | | | |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
Page 27 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ABB LTD | | |
| Security | 000375204 | Meeting Type | Annual |
| Ticker Symbol | ABB | Meeting Date | 30-Apr-2015 |
| ISIN | US0003752047 | Agenda | 934175236 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | APPROVAL OF THE ANNUAL REPORT, THE | Management | For | For |
| CONSOLIDATED FINANCIAL STATEMENTS | | | |
| AND THE ANNUAL FINANCIAL STATEMENTS | | | |
| FOR 2014 | | | |
| 2. | CONSULTATIVE VOTE ON THE 2014 | Management | For | For |
| COMPENSATION REPORT | | | |
| 3. | DISCHARGE OF THE BOARD OF DIRECTORS | Management | For | For |
| AND THE PERSONS ENTRUSTED WITH | | | |
| MANAGEMENT | | | |
| 4.1 | APPROPRIATION OF AVAILABLE EARNINGS | Management | For | For |
| AND DISTRIBUTION OF CAPITAL | | | |
| CONTRIBUTION RESERVE | | | |
| 4.2 | CAPITAL REDUCTION THROUGH NOMINAL | Management | For | For |
| VALUE REPAYMENT | | | |
| 5. | AMENDMENT TO THE ARTICLES OF | Management | For | For |
| INCORPORATION RELATED TO THE CAPITAL | | | |
| REDUCTION | | | |
| 6. | RENEWAL OF AUTHORIZED SHARE CAPITAL | Management | For | For |
| 7.1 | BINDING VOTE ON THE TOTAL | Management | For | For |
| COMPENSATION OF THE MEMBERS OF THE | | | |
| BOARD OF DIRECTORS FOR THE NEXT | | | |
| TERM OF OFFICE, I.E. FROM THE 2015 | | | |
| ANNUAL GENERAL MEETING TO THE 2016 | | | |
| ANNUAL GENERAL MEETING | | | |
| 7.2 | BINDING VOTE ON THE TOTAL | Management | For | For |
| COMPENSATION OF THE MEMBERS OF THE | | | |
| EXECUTIVE COMMITTEE FOR THE | | | |
| FOLLOWING FINANCIAL YEAR, I.E. 2016 | | | |
| 8.1 | ELECTION OF DIRECTOR: ROGER AGNELLI | Management | For | For |
| 8.2 | ELECTION OF DIRECTOR: MATTI ALAHUHTA | Management | For | For |
| 8.3 | ELECTION OF DIRECTOR: DAVID | Management | For | For |
| CONSTABLE | | | |
| 8.4 | ELECTION OF DIRECTOR: LOUIS R. HUGHES | Management | For | For |
| 8.5 | ELECTION OF DIRECTOR: MICHEL DE | Management | For | For |
| ROSEN | | | |
| 8.6 | ELECTION OF DIRECTOR: JACOB | Management | For | For |
| WALLENBERG | | | |
| 8.7 | ELECTION OF DIRECTOR: YING YEH | Management | For | For |
| 8.8 | ELECTION OF DIRECTOR AND CHAIRMAN: | Management | For | For |
| PETER VOSER | | | |
| 9.1 | ELECTION TO THE COMPENSATION | Management | For | For |
| COMMITTEE: DAVID CONSTABLE | | | |
| 9.2 | ELECTION TO THE COMPENSATION | Management | For | For |
| COMMITTEE: MICHEL DE ROSEN | | | |
| 9.3 | ELECTION TO THE COMPENSATION | Management | For | For |
| COMMITTEE: YING YEH | | | |
| 10. | RE-ELECTION OF THE INDEPENDENT PROXY | Management | For | For |
| DR. HANS ZEHNDER | | | |
| 11. | RE-ELECTION OF THE AUDITORS ERNST & | Management | For | For |
| YOUNG AG | | | |
Page 28 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| CORNING INCORPORATED | | |
| Security | 219350105 | Meeting Type | Annual |
| Ticker Symbol | GLW | Meeting Date | 30-Apr-2015 |
| ISIN | US2193501051 | Agenda | 934138199 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: DONALD W. BLAIR | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: STEPHANIE A. | Management | For | For |
| BURNS | | | |
| 1C. | ELECTION OF DIRECTOR: JOHN A. CANNING, | Management | For | For |
| JR. | | | |
| 1D. | ELECTION OF DIRECTOR: RICHARD T. | Management | For | For |
| CLARK | | | |
| 1E. | ELECTION OF DIRECTOR: ROBERT F. | Management | For | For |
| CUMMINGS, JR. | | | |
| 1F. | ELECTION OF DIRECTOR: JAMES B. FLAWS | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DEBORAH A. | Management | For | For |
| HENRETTA | | | |
| 1H. | ELECTION OF DIRECTOR: DANIEL P. | Management | For | For |
| HUTTENLOCHER | | | |
| 1I. | ELECTION OF DIRECTOR: KURT M. | Management | For | For |
| LANDGRAF | | | |
| 1J. | ELECTION OF DIRECTOR: KEVIN J. MARTIN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DEBORAH D. | Management | For | For |
| RIEMAN | | | |
| 1L. | ELECTION OF DIRECTOR: HANSEL E. | Management | For | For |
| TOOKES II | | | |
| 1M. | ELECTION OF DIRECTOR: WENDELL P. | Management | For | For |
| WEEKS | | | |
| 1N. | ELECTION OF DIRECTOR: MARK S. | Management | For | For |
| WRIGHTON | | | |
| 2. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| CORNING'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL | | | |
| YEAR ENDING DECEMBER 31, 2015. | | | |
| 3. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPANY'S EXECUTIVE COMPENSATION. | | | |
| 4. | HOLY LAND PRINCIPLES SHAREHOLDER | Shareholder | Against | For |
| PROPOSAL. | | | |
| EMC CORPORATION | | |
| Security | 268648102 | Meeting Type | Annual |
| Ticker Symbol | EMC | Meeting Date | 30-Apr-2015 |
| ISIN | US2686481027 | Agenda | 934146867 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JOSE E. ALMEIDA | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| BROWN | | | |
| 1C. | ELECTION OF DIRECTOR: DONALD J. CARTY | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: RANDOLPH L. | Management | For | For |
| COWEN | | | |
| 1E. | ELECTION OF DIRECTOR: JAMES S. | Management | For | For |
| DISTASIO | | | |
| 1F. | ELECTION OF DIRECTOR: JOHN R. EGAN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: WILLIAM D. GREEN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: EDMUND F. KELLY | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: JAMI MISCIK | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: PAUL SAGAN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DAVID N. STROHM | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: JOSEPH M. TUCCI | Management | For | For |
| 2. | RATIFICATION OF THE SELECTION BY THE | Management | For | For |
| AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS | | | |
| EMC'S INDEPENDENT AUDITORS FOR THE | | | |
| FISCAL YEAR ENDING DECEMBER 31, 2015, | | | |
| AS DESCRIBED IN EMC'S PROXY STATEMENT. | | | |
| 3. | ADVISORY APPROVAL OF OUR EXECUTIVE | Management | For | For |
| COMPENSATION, AS DESCRIBED IN EMC'S | | | |
| PROXY STATEMENT. | | | |
| 4. | APPROVAL OF THE EMC CORPORATION | Management | Against | Against |
| AMENDED AND RESTATED 2003 STOCK | | | |
| PLAN, AS DESCRIBED IN EMC'S PROXY | | | |
| STATEMENT. | | | |
| 5. | TO ACT UPON A SHAREHOLDER PROPOSAL | Shareholder | Against | For |
| RELATING TO AN INDEPENDENT BOARD | | | |
| CHAIRMAN, AS DESCRIBED IN EMC'S PROXY | | | |
| STATEMENT. | | | |
Page 29 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| EOG RESOURCES, INC. | | |
| Security | 26875P101 | Meeting Type | Annual |
| Ticker Symbol | EOG | Meeting Date | 30-Apr-2015 |
| ISIN | US26875P1012 | Agenda | 934142251 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JANET F. CLARK | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: CHARLES R. | Management | For | For |
| CRISP | | | |
| 1C. | ELECTION OF DIRECTOR: JAMES C. DAY | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: H. LEIGHTON | Management | For | For |
| STEWARD | | | |
| 1E. | ELECTION OF DIRECTOR: DONALD F. | Management | For | For |
| TEXTOR | | | |
| 1F. | ELECTION OF DIRECTOR: WILLIAM R. | Management | For | For |
| THOMAS | | | |
| 1G. | ELECTION OF DIRECTOR: FRANK G. WISNER | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT BY THE | Management | For | For |
| AUDIT COMMITTEE OF THE BOARD OF | | | |
| DIRECTORS OF DELOITTE & TOUCHE LLP, | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM, AS AUDITORS FOR THE | | | |
| COMPANY FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2015. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, THE | Management | Against | Against |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 4. | STOCKHOLDER PROPOSAL CONCERNING | Shareholder | Against | For |
| PROXY ACCESS, IF PROPERLY PRESENTED. | | | |
| 5. | STOCKHOLDER PROPOSAL CONCERNING A | Shareholder | Against | For |
| METHANE EMISSIONS REPORT, IF | | | |
| PROPERLY PRESENTED. | | | |
Page 30 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| EBAY INC. | | |
| Security | 278642103 | Meeting Type | Annual |
| Ticker Symbol | EBAY | Meeting Date | 01-May-2015 |
| ISIN | US2786421030 | Agenda | 934160627 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: FRED D. | Management | For | For |
| ANDERSON | | | |
| 1B. | ELECTION OF DIRECTOR: ANTHONY J. | Management | For | For |
| BATES | | | |
| 1C. | ELECTION OF DIRECTOR: EDWARD W. | Management | For | For |
| BARNHOLT | | | |
| 1D. | ELECTION OF DIRECTOR: JONATHAN | Management | For | For |
| CHRISTODORO | | | |
| 1E. | ELECTION OF DIRECTOR: SCOTT D. COOK | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JOHN J. DONAHOE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DAVID W. | Management | For | For |
| DORMAN | | | |
| 1H. | ELECTION OF DIRECTOR: BONNIE S. | Management | For | For |
| HAMMER | | | |
| 1I. | ELECTION OF DIRECTOR: GAIL J. | Management | For | For |
| MCGOVERN | | | |
| 1J. | ELECTION OF DIRECTOR: KATHLEEN C. | Management | For | For |
| MITIC | | | |
| 1K. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| MOFFETT | | | |
| 1L. | ELECTION OF DIRECTOR: PIERRE M. | Management | For | For |
| OMIDYAR | | | |
| 1M. | ELECTION OF DIRECTOR: THOMAS J. | Management | For | For |
| TIERNEY | | | |
| 1N. | ELECTION OF DIRECTOR: PERRY M. | Management | For | For |
| TRAQUINA | | | |
| 1O. | ELECTION OF DIRECTOR: FRANK D. YEARY | Management | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3. | TO APPROVE THE MATERIAL TERMS, | Management | For | For |
| INCLUDING THE PERFORMANCE GOALS, OF | | | |
| THE AMENDMENT AND RESTATEMENT OF | | | |
| THE EBAY INCENTIVE PLAN. | | | |
| 4. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT AUDITORS FOR OUR FISCAL | | | |
| YEAR ENDING DECEMBER 31, 2015. | | | |
| 5. | TO CONSIDER A STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING STOCKHOLDER ACTION BY | | | |
| WRITTEN CONSENT WITHOUT A MEETING, IF | | | |
| PROPERLY PRESENTED BEFORE THE | | | |
| MEETING. | | | |
| 6. | TO CONSIDER A STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING STOCKHOLDER PROXY | | | |
| ACCESS, IF PROPERLY PRESENTED | | | |
| BEFORE THE MEETING. | | | |
| 7. | TO CONSIDER A STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING GENDER PAY, IF PROPERLY | | | |
| PRESENTED BEFORE THE MEETING. | | | |
Page 31 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| AFLAC INCORPORATED | | |
| Security | 001055102 | Meeting Type | Annual |
| Ticker Symbol | AFL | Meeting Date | 04-May-2015 |
| ISIN | US0010551028 | Agenda | 934143835 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: DANIEL P. AMOS | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: PAUL S. AMOS II | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: W. PAUL BOWERS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: KRISS CLONINGER | Management | For | For |
| III | | | |
| 1E. | ELECTION OF DIRECTOR: ELIZABETH J. | Management | For | For |
| HUDSON | | | |
| 1F. | ELECTION OF DIRECTOR: DOUGLAS W. | Management | For | For |
| JOHNSON | | | |
| 1G. | ELECTION OF DIRECTOR: ROBERT B. | Management | For | For |
| JOHNSON | | | |
| 1H. | ELECTION OF DIRECTOR: THOMAS J. KENNY | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: CHARLES B. | Management | For | For |
| KNAPP | | | |
| 1J. | ELECTION OF DIRECTOR: JOSEPH L. | Management | For | For |
| MOSKOWITZ | | | |
| 1K. | ELECTION OF DIRECTOR: BARBARA K. | Management | For | For |
| RIMER, DRPH | | | |
| 1L. | ELECTION OF DIRECTOR: MELVIN T. STITH | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: TAKURO YOSHIDA | Management | For | For |
| 2. | TO CONSIDER THE FOLLOWING NON- | Management | Against | Against |
| BINDING ADVISORY PROPOSAL: | | | |
| "RESOLVED, THAT THE SHAREHOLDERS | | | |
| APPROVE THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS, | | | |
| PURSUANT TO THE COMPENSATION | | | |
| DISCLOSURE RULES OF THE SECURITIES | | | |
| AND EXCHANGE COMMISSION, INCLUDING | | | |
| AS DISCLOSED IN THE COMPENSATION | | | |
| DISCUSSION AND ANALYSIS, EXECUTIVE | | | |
| COMPENSATION TABLES AND | | | |
| ACCOMPANYING NARRATIVE DISCUSSION | | | |
| IN THE PROXY STATEMENT" | | | |
| 3. | TO CONSIDER AND ACT UPON THE | Management | For | For |
| RATIFICATION OF THE APPOINTMENT OF | | | |
| KPMG LLP AS INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM OF THE | | | |
| COMPANY FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2015 | | | |
Page 32 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| LKQ CORPORATION | | |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 04-May-2015 |
| ISIN | US5018892084 | Agenda | 934147085 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: SUKHPAL SINGH | Management | For | For |
| AHLUWALIA | | | |
| 1B. | ELECTION OF DIRECTOR: A. CLINTON ALLEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: RONALD G. | Management | For | For |
| FOSTER | | | |
| 1D. | ELECTION OF DIRECTOR: JOSEPH M. | Management | For | For |
| HOLSTEN | | | |
| 1E. | ELECTION OF DIRECTOR: BLYTHE J. | Management | For | For |
| MCGARVIE | | | |
| 1F. | ELECTION OF DIRECTOR: PAUL M. MEISTER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JOHN F. O'BRIEN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: GUHAN | Management | For | For |
| SUBRAMANIAN | | | |
| 1I. | ELECTION OF DIRECTOR: ROBERT L. | Management | For | For |
| WAGMAN | | | |
| 1J. | ELECTION OF DIRECTOR: WILLIAM M. | Management | For | For |
| WEBSTER, IV | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR OUR FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| MASCO CORPORATION | | |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 04-May-2015 |
| ISIN | US5745991068 | Agenda | 934169512 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MARK R. | Management | For | For |
| ALEXANDER | | | |
| 1B. | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| MANOOGIAN | | | |
| 1C. | ELECTION OF DIRECTOR: JOHN C. PLANT | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: MARY ANN VAN | Management | For | For |
| LOKEREN | | | |
| 2. | TO APPROVE, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS, | | | |
| AS DISCLOSED PURSUANT TO THE | | | |
| COMPENSATION DISCLOSURE RULES OF | | | |
| THE SEC, INCLUDING THE COMPENSATION | | | |
| DISCUSSION AND ANALYSIS, THE | | | |
| COMPENSATION TABLES AND THE RELATED | | | |
| MATERIALS DISCLOSED IN THE PROXY | | | |
| STATEMENT. | | | |
| 3. | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT AUDITORS FOR THE | | | |
| COMPANY FOR 2015. | | | |
Page 33 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| BAXTER INTERNATIONAL INC. | | |
| Security | 071813109 | Meeting Type | Annual |
| Ticker Symbol | BAX | Meeting Date | 05-May-2015 |
| ISIN | US0718131099 | Agenda | 934146615 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: UMA CHOWDHRY, | Management | For | For |
| PH.D. | | | |
| 1B. | ELECTION OF DIRECTOR: JAMES R. GAVIN | Management | For | For |
| III, M.D., PH.D. | | | |
| 1C. | ELECTION OF DIRECTOR: PETER S. | Management | For | For |
| HELLMAN | | | |
| 1D. | ELECTION OF DIRECTOR: K.J. STORM | Management | For | For |
| 2. | RATIFICATION OF INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| 3. | APPROVAL OF NAMED EXECUTIVE OFFICER | Management | Against | Against |
| COMPENSATION | | | |
| 4. | APPROVAL OF 2015 INCENTIVE PLAN | Management | Against | Against |
| 5. | SHAREHOLDER PROPOSAL - LIMIT | Shareholder | For | Against |
| ACCELERATED EXECUTIVE PAY | | | |
| 6. | SHAREHOLDER PROPOSAL - INDEPENDENT | Shareholder | Against | For |
| BOARD CHAIRMAN | | | |
Page 34 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| DIAMONDROCK HOSPITALITY CO | | |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 05-May-2015 |
| ISIN | US2527843013 | Agenda | 934148811 - Management |
| Item | Proposal | | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: WILLIAM W. | Management | For | For |
| MCCARTEN | | | |
| 1.2 | ELECTION OF DIRECTOR: DANIEL J. | Management | For | For |
| ALTOBELLO | | | |
| 1.3 | ELECTION OF DIRECTOR: W. ROBERT | Management | For | For |
| GRAFTON | | | |
| 1.4 | ELECTION OF DIRECTOR: MAUREEN L. | Management | For | For |
| MCAVEY | | | |
| 1.5 | ELECTION OF DIRECTOR: GILBERT T. RAY | Management | For | For |
| 1.6 | ELECTION OF DIRECTOR: BRUCE D. | Management | For | For |
| WARDINSKI | | | |
| 1.7 | ELECTION OF DIRECTOR: MARK W. | Management | For | For |
| BRUGGER | | | |
| 2. | TO APPROVE, ON A NON-BINDING, | Management | For | For |
| ADVISORY BASIS, THE COMPENSATION OF | | | |
| THE NAMED EXECUTIVE OFFICERS, AS | | | |
| DISCLOSED IN THE PROXY STATEMENT. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE INDEPENDENT AUDITORS FOR | | | |
| DIAMONDROCK HOSPITALITY COMPANY | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2015. | | | |
| 4. | TO CONSIDER AND ACT UPON A NON- | Shareholder | Against | For |
| BINDING STOCKHOLDER PROPOSAL | | | |
| CONCERNING THE ADOPTION OF AN | | | |
| AMENDMENT TO OUR BY-LAWS IF | | | |
| PROPERLY PRESENTED AT THE MEETING. | | | |
| ZIMMER HOLDINGS, INC. | | |
| Security | 98956P102 | Meeting Type | Annual |
| Ticker Symbol | ZMH | Meeting Date | 05-May-2015 |
| ISIN | US98956P1021 | Agenda | 934149534 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CHRISTOPHER B. | Management | For | For |
| BEGLEY | | | |
| 1B. | ELECTION OF DIRECTOR: BETSY J. | Management | For | For |
| BERNARD | | | |
| 1C. | ELECTION OF DIRECTOR: PAUL M. BISARO | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: GAIL K. | Management | For | For |
| BOUDREAUX | | | |
| 1E. | ELECTION OF DIRECTOR: DAVID C. DVORAK | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MICHAEL J. | Management | For | For |
| FARRELL | | | |
| 1G. | ELECTION OF DIRECTOR: LARRY C. | Management | For | For |
| GLASSCOCK | | | |
| 1H. | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| HAGEMANN | | | |
| 1I. | ELECTION OF DIRECTOR: ARTHUR J. | Management | For | For |
| HIGGINS | | | |
| 1J. | ELECTION OF DIRECTOR: CECIL B. PICKETT, | Management | For | For |
| PH.D. | | | |
| 2. | APPROVE THE AMENDED STOCK PLAN FOR | Management | For | For |
| NON-EMPLOYEE DIRECTORS | | | |
| 3. | APPROVE THE AMENDED AND RESTATED | Management | For | For |
| DEFERRED COMPENSATION PLAN FOR | | | |
| NON-EMPLOYEE DIRECTORS | | | |
| 4. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 5. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2015 | | | |
Page 35 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| BANK OF AMERICA CORPORATION | | |
| Security | 060505104 | Meeting Type | Annual |
| Ticker Symbol | BAC | Meeting Date | 06-May-2015 |
| ISIN | US0605051046 | Agenda | 934150842 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: SHARON L. ALLEN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: SUSAN S. BIES | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JACK O. | Management | For | For |
| BOVENDER, JR. | | | |
| 1D. | ELECTION OF DIRECTOR: FRANK P. | Management | For | For |
| BRAMBLE, SR. | | | |
| 1E. | ELECTION OF DIRECTOR: PIERRE J.P. DE | Management | For | For |
| WECK | | | |
| 1F. | ELECTION OF DIRECTOR: ARNOLD W. | Management | For | For |
| DONALD | | | |
| 1G. | ELECTION OF DIRECTOR: CHARLES K. | Management | For | For |
| GIFFORD | | | |
| 1H. | ELECTION OF DIRECTOR: LINDA P. HUDSON | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: MONICA C. | Management | For | For |
| LOZANO | | | |
| 1J. | ELECTION OF DIRECTOR: THOMAS J. MAY | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: BRIAN T. | Management | For | For |
| MOYNIHAN | | | |
| 1L. | ELECTION OF DIRECTOR: LIONEL L. | Management | For | For |
| NOWELL, III | | | |
| 1M. | ELECTION OF DIRECTOR: R. DAVID YOST | Management | For | For |
| 2. | APPROVING OUR EXECUTIVE | Management | For | For |
| COMPENSATION (AN ADVISORY, NON- | | | |
| BINDING "SAY ON PAY" RESOLUTION) | | | |
| 3. | RATIFYING THE APPOINTMENT OF OUR | Management | For | For |
| REGISTERED INDEPENDENT PUBLIC | | | |
| ACCOUNTING FIRM FOR 2015 | | | |
| 4. | APPROVING THE AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE BANK OF AMERICA | | | |
| CORPORATION 2003 KEY ASSOCIATE STOCK | | | |
| PLAN | | | |
| 5. | STOCKHOLDER PROPOSAL - CLIMATE | Shareholder | Against | For |
| CHANGE REPORT | | | |
| 6. | STOCKHOLDER PROPOSAL - LOBBYING | Shareholder | For | Against |
| REPORT | | | |
| 7. | STOCKHOLDER PROPOSAL - STOCKHOLDER | Shareholder | Against | For |
| ACTION BY WRITTEN CONSENT | | | |
| 8. | STOCKHOLDER PROPOSAL - STOCKHOLDER | Shareholder | Against | For |
| VALUE COMMITTEE | | | |
Page 36 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| BRUNSWICK CORPORATION | | |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 06-May-2015 |
| ISIN | US1170431092 | Agenda | 934144166 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MANUEL A. | Management | For | For |
| FERNANDEZ | | | |
| 1B. | ELECTION OF DIRECTOR: MARK D. | Management | For | For |
| SCHWABERO | | | |
| 1C. | ELECTION OF DIRECTOR: DAVID V. SINGER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JANE L. WARNER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: J. STEVEN | Management | For | For |
| WHISLER | | | |
| 2. | THE APPROVAL OF THE COMPENSATION OF | Management | For | For |
| OUR NAMED EXECUTIVE OFFICERS ON AN | | | |
| ADVISORY BASIS. | | | |
| 3. | THE RATIFICATION OF THE AUDIT | Management | For | For |
| COMMITTEE'S APPOINTMENT OF DELOITTE | | | |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| EXPRESS SCRIPTS HOLDING COMPANY | | |
| Security | 30219G108 | Meeting Type | Annual |
| Ticker Symbol | ESRX | Meeting Date | 06-May-2015 |
| ISIN | US30219G1085 | Agenda | 934145156 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: GARY G. BENANAV | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: MAURA C. BREEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: WILLIAM J. | Management | For | For |
| DELANEY | | | |
| 1D. | ELECTION OF DIRECTOR: ELDER GRANGER, | Management | For | For |
| MD, MG, USA (RETIRED) | | | |
| 1E. | ELECTION OF DIRECTOR: NICHOLAS J. | Management | For | For |
| LAHOWCHIC | | | |
| 1F. | ELECTION OF DIRECTOR: THOMAS P. MAC | Management | For | For |
| MAHON | | | |
| 1G. | ELECTION OF DIRECTOR: FRANK | Management | For | For |
| MERGENTHALER | | | |
| 1H. | ELECTION OF DIRECTOR: WOODROW A. | Management | For | For |
| MYERS, JR., MD | | | |
| 1I. | ELECTION OF DIRECTOR: RODERICK A. | Management | For | For |
| PALMORE | | | |
| 1J. | ELECTION OF DIRECTOR: GEORGE PAZ | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: WILLIAM L. | Management | For | For |
| ROPER, MD, MPH | | | |
| 1L. | ELECTION OF DIRECTOR: SEYMOUR | Management | For | For |
| STERNBERG | | | |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTANTS FOR 2015. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| POLITICAL DISCLOSURE AND | | | |
| ACCOUNTABILITY. | | | |
| 5. | STOCKHOLDER PROPOSAL REGARDING AN | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIRMAN. | | | |
Page 37 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| PEPSICO, INC. | | |
| Security | 713448108 | Meeting Type | Annual |
| Ticker Symbol | PEP | Meeting Date | 06-May-2015 |
| ISIN | US7134481081 | Agenda | 934150854 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: SHONA L. BROWN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: GEORGE W. | Management | For | For |
| BUCKLEY | | | |
| 1C. | ELECTION OF DIRECTOR: IAN M. COOK | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DINA DUBLON | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: RONA A. | Management | For | For |
| FAIRHEAD | | | |
| 1F. | ELECTION OF DIRECTOR: RICHARD W. | Management | For | For |
| FISHER | | | |
| 1G. | ELECTION OF DIRECTOR: ALBERTO | Management | For | For |
| IBARGUEN | | | |
| 1H. | ELECTION OF DIRECTOR: WILLIAM R. | Management | For | For |
| JOHNSON | | | |
| 1I. | ELECTION OF DIRECTOR: INDRA K. NOOYI | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: DAVID C. PAGE | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: ROBERT C. | Management | For | For |
| POHLAD | | | |
| 1L. | ELECTION OF DIRECTOR: LLOYD G. | Management | For | For |
| TROTTER | | | |
| 1M. | ELECTION OF DIRECTOR: DANIEL VASELLA | Management | For | For |
| 1N. | ELECTION OF DIRECTOR: ALBERTO | Management | For | For |
| WEISSER | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR FISCAL YEAR 2015. | | | |
| 3. | ADVISORY APPROVAL OF THE COMPANY'S | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | ESTABLISH BOARD COMMITTEE ON | Shareholder | Against | For |
| SUSTAINABILITY. | | | |
| 5. | POLICY REGARDING LIMIT ON | Shareholder | For | Against |
| ACCELERATED VESTING OF EQUITY | | | |
| AWARDS. | | | |
| 6. | REPORT ON MINIMIZING IMPACTS OF | Shareholder | Against | For |
| NEONICS. | | | |
Page 38 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| CVS HEALTH CORPORATION | | |
| Security | 126650100 | Meeting Type | Annual |
| Ticker Symbol | CVS | Meeting Date | 07-May-2015 |
| ISIN | US1266501006 | Agenda | 934148102 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: RICHARD M. | Management | For | For |
| BRACKEN | | | |
| 1B. | ELECTION OF DIRECTOR: C. DAVID BROWN | Management | For | For |
| II | | | |
| 1C. | ELECTION OF DIRECTOR: ALECIA A. | Management | For | For |
| DECOUDREAUX | | | |
| 1D. | ELECTION OF DIRECTOR: NANCY-ANN M. | Management | For | For |
| DEPARLE | | | |
| 1E. | ELECTION OF DIRECTOR: DAVID W. | Management | For | For |
| DORMAN | | | |
| 1F. | ELECTION OF DIRECTOR: ANNE M. | Management | For | For |
| FINUCANE | | | |
| 1G. | ELECTION OF DIRECTOR: LARRY J. MERLO | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: JEAN-PIERRE | Management | For | For |
| MILLON | | | |
| 1I. | ELECTION OF DIRECTOR: RICHARD J. SWIFT | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: WILLIAM C. | Management | For | For |
| WELDON | | | |
| 1K. | ELECTION OF DIRECTOR: TONY L. WHITE | Management | For | For |
| 2. | PROPOSAL TO RATIFY INDEPENDENT | Management | For | For |
| PUBLIC ACCOUNTING FIRM FOR 2015. | | | |
| 3. | SAY ON PAY - AN ADVISORY VOTE ON THE | Management | Against | Against |
| APPROVAL OF EXECUTIVE COMPENSATION. | | | |
| 4. | PROPOSAL TO APPROVE PERFORMANCE | Management | Against | Against |
| CRITERIA IN THE COMPANY'S 2010 | | | |
| INCENTIVE COMPENSATION PLAN. | | | |
| 5. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| CONGRUENCY OF CORPORATE VALUES | | | |
| AND POLITICAL CONTRIBUTIONS. | | | |
Page 39 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ILLINOIS TOOL WORKS INC. | | |
| Security | 452308109 | Meeting Type | Annual |
| Ticker Symbol | ITW | Meeting Date | 08-May-2015 |
| ISIN | US4523081093 | Agenda | 934147883 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: DANIEL J. BRUTTO | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: SUSAN CROWN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JAMES W. | Management | For | For |
| GRIFFITH | | | |
| 1D. | ELECTION OF DIRECTOR: RICHARD H. | Management | For | For |
| LENNY | | | |
| 1E. | ELECTION OF DIRECTOR: ROBERT S. | Management | For | For |
| MORRISON | | | |
| 1F. | ELECTION OF DIRECTOR: E. SCOTT SANTI | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JAMES A. | Management | For | For |
| SKINNER | | | |
| 1H. | ELECTION OF DIRECTOR: DAVID B. SMITH, | Management | For | For |
| JR. | | | |
| 1I. | ELECTION OF DIRECTOR: PAMELA B. | Management | For | For |
| STROBEL | | | |
| 1J. | ELECTION OF DIRECTOR: KEVIN M. WARREN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: ANRE D. WILLIAMS | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS ITW'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2015. | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | APPROVAL OF THE ILLINOIS TOOL WORKS | Management | For | For |
| INC. 2015 LONG-TERM INCENTIVE PLAN. | | | |
| 5. | APPROVAL OF A NON-BINDING | Management | For | For |
| STOCKHOLDER PROPOSAL TO PERMIT | | | |
| STOCKHOLDERS TO CALL SPECIAL | | | |
| MEETINGS. | | | |
| ALTERA CORPORATION | | |
| Security | 021441100 | Meeting Type | Annual |
| Ticker Symbol | ALTR | Meeting Date | 11-May-2015 |
| ISIN | US0214411003 | Agenda | 934153064 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JOHN P. DAANE | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: T. MICHAEL | Management | For | For |
| NEVENS | | | |
| 1C. | ELECTION OF DIRECTOR: A. BLAINE | Management | For | For |
| BOWMAN | | | |
| 1D. | ELECTION OF DIRECTOR: ELISHA W. FINNEY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: KEVIN MCGARITY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: KRISH A. PRABHU | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: SHANE V. | Management | For | For |
| ROBISON | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN | Management | For | For |
| SHOEMAKER | | | |
| 1I. | ELECTION OF DIRECTOR: THOMAS H. | Management | For | For |
| WAECHTER | | | |
| 2. | TO APPROVE AN AMENDMENT TO THE 2005 | Management | Against | Against |
| EQUITY INCENTIVE PLAN TO INCREASE BY | | | |
| 3,000,000 THE NUMBER OF SHARES OF | | | |
| COMMON STOCK RESERVED FOR ISSUANCE | | | |
| UNDER THE PLAN. | | | |
| 3. | TO APPROVE AN AMENDMENT TO THE 1987 | Management | Against | Against |
| EMPLOYEE STOCK PURCHASE PLAN TO | | | |
| INCREASE BY 1,000,000 THE NUMBER OF | | | |
| SHARES OF COMMON STOCK RESERVED | | | |
| FOR ISSUANCE UNDER THE PLAN. | | | |
| 4. | TO APPROVE, ON AN ADVISORY BASIS, | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 5. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| 6. | IF PROPERLY PRESENTED AT THE ANNUAL | Shareholder | Against | For |
| MEETING, TO CONSIDER A STOCKHOLDER | | | |
| PROPOSAL REGARDING AN INDEPENDENT | | | |
| CHAIR OF THE BOARD. | | | |
Page 40 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| 3M COMPANY | | |
| Security | 88579Y101 | Meeting Type | Annual |
| Ticker Symbol | MMM | Meeting Date | 12-May-2015 |
| ISIN | US88579Y1010 | Agenda | 934147162 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: LINDA G. | Management | For | For |
| ALVARADO | | | |
| 1B. | ELECTION OF DIRECTOR: SONDRA L. | Management | For | For |
| BARBOUR | | | |
| 1C. | ELECTION OF DIRECTOR: THOMAS "TONY" K. | Management | For | For |
| BROWN | | | |
| 1D. | ELECTION OF DIRECTOR: VANCE D. | Management | For | For |
| COFFMAN | | | |
| 1E. | ELECTION OF DIRECTOR: MICHAEL L. | Management | For | For |
| ESKEW | | | |
| 1F. | ELECTION OF DIRECTOR: HERBERT L. | Management | For | For |
| HENKEL | | | |
| 1G. | ELECTION OF DIRECTOR: MUHTAR KENT | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: EDWARD M. LIDDY | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: INGE G. THULIN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: ROBERT J. ULRICH | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS 3M'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3. | ADVISORY APPROVAL OF EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
Page 41 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| BROADCOM CORPORATION | | |
| Security | 111320107 | Meeting Type | Annual |
| Ticker Symbol | BRCM | Meeting Date | 12-May-2015 |
| ISIN | US1113201073 | Agenda | 934155690 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ROBERT J. | Management | For | For |
| FINOCCHIO, JR. | | | |
| 1B. | ELECTION OF DIRECTOR: NANCY H. HANDEL | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: EDDY W. | Management | For | For |
| HARTENSTEIN | | | |
| 1D. | ELECTION OF DIRECTOR: MARIA M. KLAWE, | Management | For | For |
| PH.D. | | | |
| 1E. | ELECTION OF DIRECTOR: JOHN E. MAJOR | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: SCOTT A. | Management | For | For |
| MCGREGOR | | | |
| 1G. | ELECTION OF DIRECTOR: WILLIAM T. | Management | For | For |
| MORROW | | | |
| 1H. | ELECTION OF DIRECTOR: HENRY SAMUELI, | Management | For | For |
| PH.D. | | | |
| 1I. | ELECTION OF DIRECTOR: ROBERT E. SWITZ | Management | For | For |
| 2. | ADVISORY VOTE ON THE COMPENSATION | Management | Against | Against |
| OF THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS DESCRIBED IN THE PROXY | | | |
| STATEMENT. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2015. | | | |
| CIT GROUP INC. | | |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 12-May-2015 |
| ISIN | US1255818015 | Agenda | 934160324 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JOHN A. THAIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: ELLEN R. | Management | For | For |
| ALEMANY | | | |
| 1C. | ELECTION OF DIRECTOR: MICHAEL J. | Management | For | For |
| EMBLER | | | |
| 1D. | ELECTION OF DIRECTOR: WILLIAM M. | Management | For | For |
| FREEMAN | | | |
| 1E. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| MOFFETT | | | |
| 1F. | ELECTION OF DIRECTOR: R. BRAD OATES | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MARIANNE MILLER | Management | For | For |
| PARRS | | | |
| 1H. | ELECTION OF DIRECTOR: GERALD | Management | For | For |
| ROSENFELD | | | |
| 1I. | ELECTION OF DIRECTOR: JOHN R. RYAN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: SHEILA A. STAMPS | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: SEYMOUR | Management | For | For |
| STERNBERG | | | |
| 1L. | ELECTION OF DIRECTOR: PETER J. TOBIN | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: LAURA S. UNGER | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS CIT'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM AND EXTERNAL | | | |
| AUDITORS FOR 2015. | | | |
| 3. | TO RECOMMEND, BY NON-BINDING VOTE, | Management | For | For |
| THE COMPENSATION OF CIT'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | TO APPROVE THE CIT GROUP INC. 2015 | Management | For | For |
| EXECUTIVE INCENTIVE PLAN. | | | |
Page 42 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| AMGEN INC. | | |
| Security | 031162100 | Meeting Type | Annual |
| Ticker Symbol | AMGN | Meeting Date | 14-May-2015 |
| ISIN | US0311621009 | Agenda | 934153672 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: DR. DAVID | Management | For | For |
| BALTIMORE | | | |
| 1B. | ELECTION OF DIRECTOR: MR. FRANK J. | Management | For | For |
| BIONDI, JR. | | | |
| 1C. | ELECTION OF DIRECTOR: MR. ROBERT A. | Management | For | For |
| BRADWAY | | | |
| 1D. | ELECTION OF DIRECTOR: MR. FRANCOIS DE | Management | For | For |
| CARBONNEL | | | |
| 1E. | ELECTION OF DIRECTOR: DR. VANCE D. | Management | For | For |
| COFFMAN | | | |
| 1F. | ELECTION OF DIRECTOR: MR. ROBERT A. | Management | For | For |
| ECKERT | | | |
| 1G. | ELECTION OF DIRECTOR: MR. GREG C. | Management | For | For |
| GARLAND | | | |
| 1H. | ELECTION OF DIRECTOR: DR. REBECCA M. | Management | For | For |
| HENDERSON | | | |
| 1I. | ELECTION OF DIRECTOR: MR. FRANK C. | Management | For | For |
| HERRINGER | | | |
| 1J. | ELECTION OF DIRECTOR: DR. TYLER JACKS | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: MS. JUDITH C. | Management | For | For |
| PELHAM | | | |
| 1L. | ELECTION OF DIRECTOR: DR. RONALD D. | Management | For | For |
| SUGAR | | | |
| 1M. | ELECTION OF DIRECTOR: DR. R. SANDERS | Management | For | For |
| WILLIAMS | | | |
| 2. | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTANTS FOR | | | |
| THE FISCAL YEAR ENDING DECEMBER 31, | | | |
| 2015. | | | |
| 3. | ADVISORY VOTE TO APPROVE OUR | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 4. | STOCKHOLDER PROPOSAL (VOTE | Shareholder | Against | For |
| TABULATION). | | | |
Page 43 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| APACHE CORPORATION | | |
| Security | 037411105 | Meeting Type | Annual |
| Ticker Symbol | APA | Meeting Date | 14-May-2015 |
| ISIN | US0374111054 | Agenda | 934171303 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | ELECTION OF DIRECTOR: GEORGE D. | Management | For | For |
| LAWRENCE | | | |
| 2. | ELECTION OF DIRECTOR: JOHN E. LOWE | Management | For | For |
| 3. | ELECTION OF DIRECTOR: RODMAN D. | Management | For | For |
| PATTON | | | |
| 4. | ELECTION OF DIRECTOR: CHARLES J. | Management | For | For |
| PITMAN | | | |
| 5. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| APACHE'S INDEPENDENT AUDITORS | | | |
| 6. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF APACHE'S NAMED | | | |
| EXECUTIVE OFFICERS | | | |
| 7. | APPROVAL OF AMENDMENT TO APACHE'S | Management | For | For |
| RESTATED CERTIFICATE OF | | | |
| INCORPORATION TO ELIMINATE APACHE'S | | | |
| CLASSIFIED BOARD OF DIRECTORS | | | |
| 8. | CONSIDERATION OF SHAREHOLDER | Shareholder | For | For |
| PROPOSAL REGARDING PROXY ACCESS | | | |
| HOST HOTELS & RESORTS, INC. | | |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 14-May-2015 |
| ISIN | US44107P1049 | Agenda | 934177759 - Management |
| Item | Proposal | | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: MARY L. BAGLIVO | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: SHEILA C. BAIR | Management | For | For |
| 1.3 | ELECTION OF DIRECTOR: TERENCE C. | Management | For | For |
| GOLDEN | | | |
| 1.4 | ELECTION OF DIRECTOR: ANN M. | Management | For | For |
| KOROLOGOS | | | |
| 1.5 | ELECTION OF DIRECTOR: RICHARD E. | Management | For | For |
| MARRIOTT | | | |
| 1.6 | ELECTION OF DIRECTOR: JOHN B. MORSE, | Management | For | For |
| JR. | | | |
| 1.7 | ELECTION OF DIRECTOR: WALTER C. | Management | For | For |
| RAKOWICH | | | |
| 1.8 | ELECTION OF DIRECTOR: GORDON H. SMITH | Management | For | For |
| 1.9 | ELECTION OF DIRECTOR: W. EDWARD | Management | For | For |
| WALTER | | | |
| 2. | RATIFY APPOINTMENT OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2015. | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | STOCKHOLDER PROPOSAL RELATING TO | Shareholder | Against | For |
| BYLAW AMENDMENTS. | | | |
Page 44 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| KOHL'S CORPORATION | | |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 14-May-2015 |
| ISIN | US5002551043 | Agenda | 934150094 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: PETER | Management | For | For |
| BONEPARTH | | | |
| 1B. | ELECTION OF DIRECTOR: STEVEN A. BURD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DALE E. JONES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: KEVIN MANSELL | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOHN E. | Management | For | For |
| SCHLIFSKE | | | |
| 1F. | ELECTION OF DIRECTOR: FRANK V. SICA | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: STEPHANIE A. | Management | For | For |
| STREETER | | | |
| 1H. | ELECTION OF DIRECTOR: NINA G. VACA | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: STEPHEN E. | Management | For | For |
| WATSON | | | |
| 2. | RATIFY APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3. | ADVISORY VOTE ON APPROVAL OF NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | SHAREHOLDER PROPOSAL: RECOVERY OF | Shareholder | For | Against |
| UNEARNED MANAGEMENT BONUSES. | | | |
| 5. | SHAREHOLDER PROPOSAL: PROXY | Shareholder | Against | For |
| ACCESS. | | | |
| JPMORGAN CHASE & CO. | | |
| Security | 46625H100 | Meeting Type | Annual |
| Ticker Symbol | JPM | Meeting Date | 19-May-2015 |
| ISIN | US46625H1005 | Agenda | 934169916 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: LINDA B. | Management | For | For |
| BAMMANN | | | |
| 1B. | ELECTION OF DIRECTOR: JAMES A. BELL | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: CRANDALL C. | Management | For | For |
| BOWLES | | | |
| 1D. | ELECTION OF DIRECTOR: STEPHEN B. | Management | For | For |
| BURKE | | | |
| 1E. | ELECTION OF DIRECTOR: JAMES S. CROWN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JAMES DIMON | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: TIMOTHY P. | Management | For | For |
| FLYNN | | | |
| 1H. | ELECTION OF DIRECTOR: LABAN P. | Management | For | For |
| JACKSON, JR. | | | |
| 1I. | ELECTION OF DIRECTOR: MICHAEL A. NEAL | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: LEE R. RAYMOND | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: WILLIAM C. | Management | For | For |
| WELDON | | | |
| 2. | ADVISORY RESOLUTION TO APPROVE | Management | Against | Against |
| EXECUTIVE COMPENSATION | | | |
| 3. | RATIFICATION OF INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| 4. | APPROVAL OF AMENDMENT TO LONG-TERM | Management | Against | Against |
| INCENTIVE PLAN | | | |
| 5. | INDEPENDENT BOARD CHAIRMAN - | Shareholder | Against | For |
| REQUIRE AN INDEPENDENT CHAIR | | | |
| 6. | LOBBYING - REPORT ON POLICIES, | Shareholder | For | Against |
| PROCEDURES AND EXPENDITURES | | | |
| 7. | SPECIAL SHAREOWNER MEETINGS - | Shareholder | Against | For |
| REDUCE OWNERSHIP THRESHOLD FROM | | | |
| 20% TO 10% | | | |
| 8. | HOW VOTES ARE COUNTED - COUNT VOTES | Shareholder | Against | For |
| USING ONLY FOR AND AGAINST | | | |
| 9. | ACCELERATED VESTING PROVISIONS - | Shareholder | For | Against |
| REPORT NAMES OF SENIOR EXECUTIVES | | | |
| AND VALUE OF EQUITY AWARDS THAT | | | |
| WOULD VEST IF THEY RESIGN TO ENTER | | | |
| GOVERNMENT SERVICE | | | |
| 10. | CLAWBACK DISCLOSURE POLICY - | Shareholder | For | Against |
| DISCLOSE WHETHER THE FIRM RECOUPED | | | |
| ANY INCENTIVE COMPENSATION FROM | | | |
| SENIOR EXECUTIVES | | | |
Page 45 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| STATE STREET CORPORATION | | |
| Security | 857477103 | Meeting Type | Annual |
| Ticker Symbol | STT | Meeting Date | 20-May-2015 |
| ISIN | US8574771031 | Agenda | 934169992 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: J. ALMEIDA | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: K. BURNES | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: P. DE SAINT- | Management | For | For |
| AIGNAN | | | |
| 1D. | ELECTION OF DIRECTOR: A. FAWCETT | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: W. FREDA | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: L. HILL | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: J. HOOLEY | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: R. KAPLAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: R. SERGEL | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: R. SKATES | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: G. SUMME | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: T. WILSON | Management | For | For |
| 2. | TO APPROVE AN ADVISORY PROPOSAL ON | Management | Against | Against |
| EXECUTIVE COMPENSATION. | | | |
| 3. | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS STATE STREET'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2015. | | | |
Page 46 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| INTEL CORPORATION | | |
| Security | 458140100 | Meeting Type | Annual |
| Ticker Symbol | INTC | Meeting Date | 21-May-2015 |
| ISIN | US4581401001 | Agenda | 934160766 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CHARLENE | Management | For | For |
| BARSHEFSKY | | | |
| 1B. | ELECTION OF DIRECTOR: ANEEL BHUSRI | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: SUSAN L. DECKER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOHN J. DONAHOE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: REED E. HUNDT | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: BRIAN M. | Management | For | For |
| KRZANICH | | | |
| 1H. | ELECTION OF DIRECTOR: JAMES D. | Management | For | For |
| PLUMMER | | | |
| 1I. | ELECTION OF DIRECTOR: DAVID S. | Management | For | For |
| POTTRUCK | | | |
| 1J. | ELECTION OF DIRECTOR: FRANK D. YEARY | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: DAVID B. YOFFIE | Management | For | For |
| 2. | RATIFICATION OF SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2015 | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION | | | |
| 4. | APPROVAL OF AMENDMENT AND | Management | Against | Against |
| EXTENSION OF THE 2006 EQUITY INCENTIVE | | | |
| PLAN | | | |
| 5. | APPROVAL OF EXTENSION OF THE 2006 | Management | For | For |
| STOCK PURCHASE PLAN | | | |
| 6. | STOCKHOLDER PROPOSAL ENTITLED "HOLY | Shareholder | Against | For |
| LAND PRINCIPLES" | | | |
| 7. | STOCKHOLDER PROPOSAL ON WHETHER | Shareholder | Against | For |
| THE CHAIRMAN OF THE BOARD SHOULD BE | | | |
| AN INDEPENDENT DIRECTOR | | | |
| 8. | STOCKHOLDER PROPOSAL ON WHETHER | Shareholder | Against | For |
| TO ADOPT AN ALTERNATIVE VOTE | | | |
| COUNTING STANDARD | | | |
Page 47 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| LUMBER LIQUIDATORS HOLDINGS, INC. | | |
| Security | 55003T107 | Meeting Type | Annual |
| Ticker Symbol | LL | Meeting Date | 21-May-2015 |
| ISIN | US55003T1079 | Agenda | 934171606 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | DOUGLAS T. MOORE | | For | For |
| 2 | NANCY M. TAYLOR | | For | For |
| 3 | JIMMIE L. WADE | | For | For |
| 2. | PROPOSAL TO RATIFY THE SELECTION OF | Management | For | For |
| ERNST & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| 3. | PROPOSAL TO PROVIDE ADVISORY (NON- | Management | For | For |
| BINDING) APPROVAL OF NAMED EXECUTIVE | | | |
| OFFICER COMPENSATION. | | | |
| MAXWELL TECHNOLOGIES, INC. | | |
| Security | 577767106 | Meeting Type | Annual |
| Ticker Symbol | MXWL | Meeting Date | 22-May-2015 |
| ISIN | US5777671067 | Agenda | 934174563 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | FRANZ FINK | | For | For |
| 2 | ROGER HOWSMON | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| BDO USA, LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2015. | | | | |
| 3. | TO APPROVE AN INCREASE IN THE NUMBER | Management | Against | Against |
| OF SHARES OF COMMON STOCK RESERVED | | | |
| FOR ISSUANCE UNDER THE 2013 OMNIBUS | | | |
| EQUITY INCENTIVE PLAN BY 1,500,000. | | | |
| 4. | TO APPROVE, ON AN ADVISORY BASIS, OUR | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
Page 48 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ZIONS BANCORPORATION | | |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 22-May-2015 |
| ISIN | US9897011071 | Agenda | 934167532 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JERRY C. ATKIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN C. | Management | For | For |
| ERICKSON | | | |
| 1C. | ELECTION OF DIRECTOR: PATRICIA FROBES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: SUREN K. GUPTA | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: J. DAVID HEANEY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: VIVIAN S. LEE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: EDWARD F. | Management | For | For |
| MURPHY | | | |
| 1H. | ELECTION OF DIRECTOR: ROGER B. | Management | For | For |
| PORTER | | | |
| 1I. | ELECTION OF DIRECTOR: STEPHEN D. | Management | For | For |
| QUINN | | | |
| 1J. | ELECTION OF DIRECTOR: HARRIS H. | Management | For | For |
| SIMMONS | | | |
| 1K. | ELECTION OF DIRECTOR: L.E. SIMMONS | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: SHELLEY THOMAS | Management | For | For |
| WILLIAMS | | | |
| 1M. | ELECTION OF DIRECTOR: STEVEN C. | Management | For | For |
| WHEELWRIGHT | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM TO | | | |
| AUDIT THE COMPANY'S FINANCIAL | | | |
| STATEMENTS FOR THE CURRENT FISCAL | | | |
| YEAR. | | | |
| 3. | APPROVAL, ON A NONBINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION PAID TO | | | |
| THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS WITH RESPECT TO THE FISCAL | | | |
| YEAR ENDED DECEMBER 31, 2014. | | | |
| 4. | APPROVAL OF THE COMPANY'S 2015 | Management | For | For |
| OMNIBUS INCENTIVE PLAN. | | | |
| 5. | THAT THE SHAREHOLDERS REQUEST THE | Shareholder | Against | For |
| BOARD OF DIRECTORS TO ESTABLISH A | | | |
| POLICY REQUIRING THAT THE BOARD'S | | | |
| CHAIRMAN BE AN "INDEPENDENT" | | | |
| DIRECTOR. | | | |
| CHEVRON CORPORATION | | |
| Security | 166764100 | Meeting Type | Annual |
| Ticker Symbol | CVX | Meeting Date | 27-May-2015 |
| ISIN | US1667641005 | Agenda | 934174575 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: A.B. CUMMINGS | Management | For | For |
| JR. | | | |
| 1B. | ELECTION OF DIRECTOR: L.F. DEILY | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: R.E. DENHAM | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: A.P. GAST | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: E. HERNANDEZ JR. | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: J.M. HUNTSMAN | Management | For | For |
| JR. | | | |
| 1G. | ELECTION OF DIRECTOR: C.W. MOORMAN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: J.G. STUMPF | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: R.D. SUGAR | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: I.G. THULIN | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: C. WARE | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: J.S. WATSON | Management | For | For |
| 2. | RATIFICATION OF APPOINTMENT OF PWC | Management | For | For |
| AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 4. | DISCLOSE CHARITABLE CONTRIBUTIONS OF | Shareholder | For | Against |
| $5,000 OR MORE | | | |
| 5. | REPORT ON LOBBYING | Shareholder | For | Against |
| 6. | CEASE USING CORPORATE FUNDS FOR | Shareholder | For | Against |
| POLITICAL PURPOSES | | | |
| 7. | ADOPT DIVIDEND POLICY | Shareholder | Against | For |
| 8. | ADOPT TARGETS TO REDUCE GHG | Shareholder | Against | For |
| EMISSIONS | | | |
| 9. | REPORT ON SHALE ENERGY OPERATIONS | Shareholder | Against | For |
| 10. | ADOPT PROXY ACCESS BYLAW | Shareholder | Against | For |
| 11. | ADOPT POLICY FOR INDEPENDENT | Shareholder | Against | For |
| CHAIRMAN | | | |
| 12. | RECOMMEND INDEPENDENT DIRECTOR | Shareholder | Against | For |
| WITH ENVIRONMENTAL EXPERTISE | | | |
| 13. | SET SPECIAL MEETINGS THRESHOLD AT | Shareholder | Against | For |
| 10% | | | |
Page 49 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| EXXON MOBIL CORPORATION | | |
| Security | 30231G102 | Meeting Type | Annual |
| Ticker Symbol | XOM | Meeting Date | 27-May-2015 |
| ISIN | US30231G1022 | Agenda | 934184665 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | M.J. BOSKIN | | For | For |
| 2 | P. BRABECK-LETMATHE | | For | For |
| 3 | U.M. BURNS | | For | For |
| 4 | L.R. FAULKNER | | For | For |
| 5 | J.S. FISHMAN | | For | For |
| 6 | H.H. FORE | | For | For |
| 7 | K.C. FRAZIER | | For | For |
| 8 | D.R. OBERHELMAN | | For | For |
| 9 | S.J. PALMISANO | | For | For |
| 10 | S.S REINEMUND | | For | For |
| 11 | R.W. TILLERSON | | For | For |
| 12 | W.C. WELDON | | For | For |
| 2. | RATIFICATION OF INDEPENDENT AUDITORS | Management | For | For |
| (PAGE 60) | | | | |
| 3. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION (PAGE 61) | | | |
| 4. | INDEPENDENT CHAIRMAN (PAGE 63) | Shareholder | Against | For |
| 5. | PROXY ACCESS BYLAW (PAGE 64) | Shareholder | Against | For |
| 6. | CLIMATE EXPERT ON BOARD (PAGE 66) | Shareholder | Against | For |
| 7. | BOARD QUOTA FOR WOMEN (PAGE 67) | Shareholder | Against | For |
| 8. | REPORT ON COMPENSATION FOR WOMEN | Shareholder | Against | For |
| (PAGE 68) | | | | |
| 9. | REPORT ON LOBBYING (PAGE 69) | Shareholder | For | Against |
| 10. | GREENHOUSE GAS EMISSIONS GOALS | Shareholder | Against | For |
| (PAGE 70) | | | | |
| 11. | REPORT ON HYDRAULIC FRACTURING | Shareholder | Against | For |
| (PAGE 72) | | | |
Page 50 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| WALGREENS BOOTS ALLIANCE | | |
| Security | 931427108 | Meeting Type | Annual |
| Ticker Symbol | WBA | Meeting Date | 28-May-2015 |
| ISIN | US9314271084 | Agenda | 934190202 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JANICE M. BABIAK | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: DAVID J. BRAILER | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: STEVEN A. DAVIS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: WILLIAM C. FOOTE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: GINGER L. | Management | For | For |
| GRAHAM | | | |
| 1F. | ELECTION OF DIRECTOR: JOHN A. LEDERER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DOMINIC P. | Management | For | For |
| MURPHY | | | |
| 1H. | ELECTION OF DIRECTOR: STEFANO | Management | For | For |
| PESSINA | | | |
| 1I. | ELECTION OF DIRECTOR: BARRY | Management | For | For |
| ROSENSTEIN | | | |
| 1J. | ELECTION OF DIRECTOR: LEONARD D. | Management | For | For |
| SCHAEFFER | | | |
| 1K. | ELECTION OF DIRECTOR: NANCY M. | Management | For | For |
| SCHLICHTING | | | |
| 1L. | ELECTION OF DIRECTOR: JAMES A. | Management | For | For |
| SKINNER | | | |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3. | RATIFY THE APPOINTMENT OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS WALGREENS BOOTS | | | |
| ALLIANCE, INC.'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING AN | Shareholder | Against | For |
| EXECUTIVE EQUITY RETENTION POLICY. | | | |
| 5. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| ACCELERATED VESTING OF EQUITY | | | |
| AWARDS OF SENIOR EXECUTIVES UPON A | | | |
| CHANGE IN CONTROL. | | | |
| 6. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| PROXY ACCESS. | | | |
| 7. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| LINKING EXECUTIVE PAY TO PERFORMANCE | | | |
| ON SUSTAINABILITY GOALS. | | | |
Page 51 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| NXP SEMICONDUCTORS NV. | | |
| Security | N6596X109 | Meeting Type | Annual |
| Ticker Symbol | NXPI | Meeting Date | 02-Jun-2015 |
| ISIN | NL0009538784 | Agenda | 934222566 - Management |
| Item | Proposal | | Vote | For/Against |
| 2C. | ADOPTION OF THE 2014 STATUTORY | Management | For | For |
| ANNUAL ACCOUNTS | | | |
| 2D. | GRANTING DISCHARGE TO THE DIRECTORS | Management | For | For |
| FOR THEIR RESPONSIBILITIES IN THE | | | |
| FINANCIAL YEAR 2014 | | | |
| 3A. | PROPOSAL TO RE-APPOINT MR. RICHARD L. | Management | For | For |
| CLEMMER AS EXECUTIVE DIRECTOR WITH | | | |
| EFFECT FROM JUNE 2, 2015 | | | |
| 3B. | PROPOSAL TO RE-APPOINT SIR PETER | Management | For | For |
| BONFIELD AND NON-EXECUTIVE DIRECTOR | | | |
| WITH EFFECT FROM JUNE 2, 2015 | | | |
| 3C. | PROPOSAL TO RE-APPOINT MR. JOHANNES | Management | For | For |
| P. HUTH AS NON-EXECUTIVE DIRECTOR | | | |
| WITH EFFECT FROM JUNE 2, 2015 | | | |
| 3D. | PROPOSAL TO RE-APPOINT MR. KENNETH A. | Management | For | For |
| GOLDMAN AS NON-EXECUTIVE DIRECTOR | | | |
| WITH EFFECT FROM JUNE 2, 2015 | | | |
| 3E. | PROPOSAL TO RE-APPOINT DR. MARION | Management | For | For |
| HELMES AS NON-EXECUTIVE DIRECTOR | | | |
| WITH EFFECT FROM JUNE 2, 2015 | | | |
| 3F. | PROPOSAL TO RE-APPOINT MR. JOSEPH | Management | For | For |
| KAESER AS NON-EXECUTIVE DIRECTOR | | | |
| WITH EFFECT FROM JUNE 2, 2015 | | | |
| 3G. | PROPOSAL TO RE-APPOINT MR. IAN LORING | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH | | | |
| EFFECT FROM JUNE 2, 2015 | | | |
| 3H. | PROPOSAL TO RE-APPOINT MR. ERIC | Management | For | For |
| MEURICE AS NON-EXECUTIVE DIRECTOR | | | |
| WITH EFFECT FROM JUNE 2, 2015 | | | |
| 3I. | PROPOSAL TO RE-APPOINT MS. JULIE | Management | For | For |
| SOUTHERN AS NON-EXECUTIVE DIRECTOR | | | |
| EFFECT FROM JUNE 2, 2015 | | | |
| 3J. | PROPOSAL TO APPOINT DR. RICK TSAI AS | Management | For | For |
| NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 2, 2015 | | | |
| 4A. | AUTHORIZATION OF THE BOARD OF | Management | For | For |
| DIRECTORS TO ISSUE SHARES OR GRANT | | | |
| RIGHTS TO ACQUIRE SHARES | | | |
| 4B. | AUTHORIZATION OF THE BOARD OF | Management | For | For |
| DIRECTORS TO RESTRICT OR EXCLUDE | | | |
| PRE-EMPTION RIGHTS | | | |
| 5. | AUTHORIZATION OF THE BOARD OF | Management | For | For |
| DIRECTORS TO REPURCHASE SHARES IN | | | |
| THE COMPANY'S CAPITAL | | | |
| 6. | AUTHORIZATION TO CANCEL | Management | For | For |
| REPURCHASED SHARES IN THE COMPANY'S | | | |
| CAPITAL | | | |
| 7. | RE-APPOINTMENT OF KPMG ACCOUNTANTS | Management | For | For |
| N.V. AS THE COMPANY'S EXTERNAL | | | |
| AUDITOR | | | |
Page 52 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ALLIANCE DATA SYSTEMS CORPORATION | | |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 03-Jun-2015 |
| ISIN | US0185811082 | Agenda | 934194628 - Management |
| Item | Proposal | | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: BRUCE K. | Management | For | For |
| ANDERSON | | | |
| 1.2 | ELECTION OF DIRECTOR: ROGER H. BALLOU | Management | For | For |
| 1.3 | ELECTION OF DIRECTOR: D. KEITH COBB | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: E. LINN DRAPER, | Management | For | For |
| JR. | | | |
| 1.5 | ELECTION OF DIRECTOR: EDWARD J. | Management | For | For |
| HEFFERNAN | | | |
| 1.6 | ELECTION OF DIRECTOR: KENNETH R. | Management | For | For |
| JENSEN | | | |
| 1.7 | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| MINICUCCI | | | |
| 1.8 | ELECTION OF DIRECTOR: LAURIE A. TUCKER | Management | For | For |
| 2. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | APPROVAL OF 2015 OMNIBUS INCENTIVE | Management | Against | Against |
| PLAN. | | | |
| 4. | APPROVAL OF 2015 EMPLOYEE STOCK | Management | For | For |
| PURCHASE PROGRAM. | | | |
| 5. | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| ALLIANCE DATA SYSTEMS CORPORATION | | | |
| FOR 2015. | | | |
| 6. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| PROXY ACCESS. | | | |
| DEVON ENERGY CORPORATION | | |
| Security | 25179M103 | Meeting Type | Annual |
| Ticker Symbol | DVN | Meeting Date | 03-Jun-2015 |
| ISIN | US25179M1036 | Agenda | 934194313 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | BARBARA M. BAUMANN | | For | For |
| 2 | JOHN E. BETHANCOURT | | For | For |
| 3 | ROBERT H. HENRY | | For | For |
| 4 | MICHAEL M. KANOVSKY | | For | For |
| 5 | ROBERT A. MOSBACHER, JR | | For | For |
| 6 | J. LARRY NICHOLS | | For | For |
| 7 | DUANE C. RADTKE | | For | For |
| 8 | MARY P. RICCIARDELLO | | For | For |
| 9 | JOHN RICHELS | | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3. | RATIFY THE APPOINTMENT OF THE | Management | For | For |
| COMPANY'S INDEPENDENT AUDITORS FOR | | | |
| 2015. | | | | |
| 4. | ADOPTION OF THE DEVON ENERGY | Management | For | For |
| CORPORATION 2015 LONG-TERM INCENTIVE | | | |
| PLAN. | | | |
| 5. | ADOPTION OF PROXY ACCESS BYLAW. | Shareholder | Against | For |
| 6. | REPORT ON LOBBYING ACTIVITIES RELATED | Shareholder | Against | For |
| TO ENERGY POLICY AND CLIMATE CHANGE. | | | |
| 7. | REPORT DISCLOSING LOBBYING POLICY | Shareholder | Against | For |
| AND ACTIVITY. | | | |
| 8. | REPORT ON PLANS TO ADDRESS CLIMATE | Shareholder | Against | For |
| CHANGE. | | | |
Page 53 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| GOOGLE INC. | | |
| Security | 38259P508 | Meeting Type | Annual |
| Ticker Symbol | GOOGL | Meeting Date | 03-Jun-2015 |
| ISIN | US38259P5089 | Agenda | 934194010 - Management |
| Item | Proposal | | Vote | For/Against |
| 1 | DIRECTOR | | Management | | |
| 1 | LARRY PAGE | | For | For |
| 2 | SERGEY BRIN | | For | For |
| 3 | ERIC E. SCHMIDT | | For | For |
| 4 | L. JOHN DOERR | | For | For |
| 5 | DIANE B. GREENE | | For | For |
| 6 | JOHN L. HENNESSY | | For | For |
| 7 | ANN MATHER | | For | For |
| 8 | ALAN R. MULALLY | | For | For |
| 9 | PAUL S. OTELLINI | | For | For |
| 10 | K. RAM SHRIRAM | | For | For |
| 11 | SHIRLEY M. TILGHMAN | | For | For |
| 2 | THE RATIFICATION OF THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS GOOGLE'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| 3 | THE APPROVAL OF AN AMENDMENT TO | Management | For | For |
| GOOGLE'S 2012 STOCK PLAN TO INCREASE | | | |
| THE SHARE RESERVE BY 17,000,000 | | | |
| SHARES OF CLASS C CAPITAL STOCK. | | | |
| 4 | A STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| EQUAL SHAREHOLDER VOTING, IF | | | |
| PROPERLY PRESENTED AT THE MEETING. | | | |
| 5 | A STOCKHOLDER PROPOSAL REGARDING A | Shareholder | For | Against |
| LOBBYING REPORT, IF PROPERLY | | | |
| PRESENTED AT THE MEETING. | | | |
| 6 | A STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| THE ADOPTION OF A MAJORITY VOTE | | | |
| STANDARD FOR THE ELECTION OF | | | |
| DIRECTORS, IF PROPERLY PRESENTED AT | | | |
| THE MEETING. | | | |
| 7 | A STOCKHOLDER PROPOSAL REGARDING A | Shareholder | Against | For |
| REPORT ON RENEWABLE ENERGY COST, IF | | | |
| PROPERLY PRESENTED AT THE MEETING. | | | |
| 8 | A STOCKHOLDER PROPOSAL REGARDING A | Shareholder | Against | For |
| REPORT ON BUSINESS RISK RELATED TO | | | |
| CLIMATE CHANGE REGULATIONS, IF | | | |
| PROPERLY PRESENTED AT THE MEETING. | | | |
Page 54 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| INGERSOLL-RAND PLC | | |
| Security | G47791101 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 04-Jun-2015 |
| ISIN | IE00B6330302 | Agenda | 934200659 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ANN C. BERZIN` | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN BRUTON | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ELAINE L. CHAO | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JARED L. COHON | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: GARY D. FORSEE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: CONSTANCE J. | Management | For | For |
| HORNER | | | |
| 1G. | ELECTION OF DIRECTOR: LINDA P. HUDSON | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| LAMACH | | | |
| 1I. | ELECTION OF DIRECTOR: MYLES P. LEE | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JOHN P. SURMA | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: RICHARD J. SWIFT | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: TONY L. WHITE | Management | For | For |
| 2. | ADVISORY APPROVAL OF THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3. | APPROVAL OF THE APPOINTMENT OF | Management | For | For |
| INDEPENDENT AUDITORS OF THE COMPANY | | | |
| AND AUTHORIZATION OF THE AUDIT | | | |
| COMMITTEE OF THE BOARD OF DIRECTORS | | | |
| TO SET THE AUDITORS' REMUNERATION. | | | |
| 4. | APPROVAL OF THE RENEWAL OF THE | Management | For | For |
| DIRECTORS' EXISTING AUTHORITY TO | | | |
| ISSUE SHARES. | | | |
| 5. | APPROVAL OF THE RENEWAL OF THE | Management | For | For |
| DIRECTORS' EXISTING AUTHORITY TO | | | |
| ISSUE SHARES FOR THE CASH WITHOUT | | | |
| FIRST OFFERING SHARES TO EXISTING | | | |
| SHAREHOLDERS. (SPECIAL RESOLUTION) | | | |
| 6. | DETERMINATION OF THE PRICE RANGE AT | Management | For | For |
| WHICH THE COMPANY CAN REISSUE | | | |
| SHARES THAT IT HOLDS AS TREASURY | | | |
| SHARES.(SPECIAL RESOLUTION) | | | |
Page 55 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| JARDEN CORPORATION | | |
| Security | 471109108 | Meeting Type | Annual |
| Ticker Symbol | JAH | Meeting Date | 04-Jun-2015 |
| ISIN | US4711091086 | Agenda | 934190098 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | MARTIN E. FRANKLIN | | For | For |
| 2 | JAMES E. LILLIE | | For | For |
| 3 | MICHAEL S. GROSS | | For | For |
| 4 | ROS L'ESPERANCE | | For | For |
| 2. | APPROVAL OF AN AMENDMENT TO THE | Management | Against | Against |
| COMPANY'S RESTATED CERTIFICATE OF | | | |
| INCORPORATION, AS AMENDED, TO | | | |
| INCREASE THE NUMBER OF SHARES OF | | | |
| AUTHORIZED COMMON STOCK FROM | | | |
| 300,000,000 TO 500,000,000. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| JARDEN CORPORATION'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2015. | | | |
| 4. | ADVISORY APPROVAL OF JARDEN | Management | Against | Against |
| CORPORATION'S EXECUTIVE | | | |
| COMPENSATION. | | | |
| WAL-MART STORES, INC. | | |
| Security | 931142103 | Meeting Type | Annual |
| Ticker Symbol | WMT | Meeting Date | 05-Jun-2015 |
| ISIN | US9311421039 | Agenda | 934195860 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: AIDA M. ALVAREZ | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JAMES I. CASH, | Management | For | For |
| JR. | | | |
| 1C. | ELECTION OF DIRECTOR: ROGER C. | Management | For | For |
| CORBETT | | | |
| 1D. | ELECTION OF DIRECTOR: PAMELA J. CRAIG | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: MICHAEL T. DUKE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: TIMOTHY P. | Management | For | For |
| FLYNN | | | |
| 1G. | ELECTION OF DIRECTOR: THOMAS W. | Management | For | For |
| HORTON | | | |
| 1H. | ELECTION OF DIRECTOR: MARISSA A. | Management | For | For |
| MAYER | | | |
| 1I. | ELECTION OF DIRECTOR: C. DOUGLAS | Management | For | For |
| MCMILLON | | | |
| 1J. | ELECTION OF DIRECTOR: GREGORY B. | Management | For | For |
| PENNER | | | |
| 1K. | ELECTION OF DIRECTOR: STEVEN S | Management | For | For |
| REINEMUND | | | |
| 1L. | ELECTION OF DIRECTOR: KEVIN Y. | Management | For | For |
| SYSTROM | | | |
| 1M. | ELECTION OF DIRECTOR: JIM C. WALTON | Management | For | For |
| 1N. | ELECTION OF DIRECTOR: S. ROBSON | Management | For | For |
| WALTON | | | |
| 1O. | ELECTION OF DIRECTOR: LINDA S. WOLF | Management | For | For |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| INDEPENDENT ACCOUNTANTS | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 4. | APPROVAL OF THE WAL-MART STORES, INC. | Management | For | For |
| STOCK INCENTIVE PLAN OF 2015 | | | |
| 5. | REQUEST FOR ANNUAL REPORT ON | Shareholder | Against | For |
| RECOUPMENT OF EXECUTIVE PAY | | | |
| 6. | PROXY ACCESS FOR SHAREHOLDERS | Shareholder | Against | For |
| 7. | REPORT ON GREENHOUSE GAS EMISSIONS | Shareholder | Against | For |
| FROM INTERNATIONAL MARINE SHIPPING | | | |
| 8. | REQUEST FOR ANNUAL REPORT | Shareholder | Against | For |
| REGARDING INCENTIVE COMPENSATION | | | |
| PLANS | | | |
| 9. | INDEPENDENT CHAIRMAN POLICY | Shareholder | Against | For |
Page 56 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| FREEPORT-MCMORAN INC. | | |
| Security | 35671D857 | Meeting Type | Annual |
| Ticker Symbol | FCX | Meeting Date | 10-Jun-2015 |
| ISIN | US35671D8570 | Agenda | 934198498 - Management |
| Item | Proposal | | Vote | For/Against |
| 1 | DIRECTOR | | Management | | |
| 1 | RICHARD C. ADKERSON | | For | For |
| 2 | ROBERT J. ALLISON, JR. | | For | For |
| 3 | ALAN R. BUCKWALTER, III | | For | For |
| 4 | ROBERT A. DAY | | For | For |
| 5 | JAMES C. FLORES | | For | For |
| 6 | GERALD J. FORD | | For | For |
| 7 | THOMAS A. FRY, III | | For | For |
| 8 | H. DEVON GRAHAM, JR. | | For | For |
| 9 | LYDIA H. KENNARD | | For | For |
| 10 | CHARLES C. KRULAK | | For | For |
| 11 | BOBBY LEE LACKEY | | For | For |
| 12 | JON C. MADONNA | | For | For |
| 13 | DUSTAN E. MCCOY | | For | For |
| 14 | JAMES R. MOFFETT | | For | For |
| 15 | STEPHEN H. SIEGELE | | For | For |
| 16 | FRANCES FRAGOS TOWNSEND | | For | For |
| 2 | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 3 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2015. | | | | |
| 4 | REAPPROVAL OF THE MATERIAL TERMS OF | Management | For | For |
| THE SECTION 162(M) PERFORMANCE GOALS | | | |
| UNDER OUR AMENDED AND RESTATED 2006 | | | |
| STOCK INCENTIVE PLAN. | | | |
| 5 | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| PROXY ACCESS. | | | |
Page 57 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| TARGET CORPORATION | | |
| Security | 87612E106 | Meeting Type | Annual |
| Ticker Symbol | TGT | Meeting Date | 10-Jun-2015 |
| ISIN | US87612E1064 | Agenda | 934206435 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ROXANNE S. | Management | For | For |
| AUSTIN | | | |
| 1B. | ELECTION OF DIRECTOR: DOUGLAS M. | Management | For | For |
| BAKER, JR. | | | |
| 1C. | ELECTION OF DIRECTOR: BRIAN C. | Management | For | For |
| CORNELL | | | |
| 1D. | ELECTION OF DIRECTOR: CALVIN DARDEN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: HENRIQUE DE | Management | For | For |
| CASTRO | | | |
| 1F. | ELECTION OF DIRECTOR: MARY E. MINNICK | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: ANNE M. | Management | For | For |
| MULCAHY | | | |
| 1H. | ELECTION OF DIRECTOR: DERICA W. RICE | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: KENNETH L. | Management | For | For |
| SALAZAR | | | |
| 1J. | ELECTION OF DIRECTOR: JOHN G. STUMPF | Management | For | For |
| 2. | COMPANY PROPOSAL TO RATIFY THE | Management | For | For |
| APPOINTMENT OF ERNST & YOUNG LLP AS | | | |
| OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3. | COMPANY PROPOSAL TO APPROVE, ON AN | Management | For | For |
| ADVISORY BASIS, OUR EXECUTIVE | | | |
| COMPENSATION ("SAY-ON-PAY"). | | | |
| 4. | COMPANY PROPOSAL TO APPROVE THE | Management | Against | Against |
| AMENDED AND RESTATED TARGET | | | |
| CORPORATION 2011 LONG-TERM INCENTIVE | | | |
| PLAN. | | | |
| 5. | SHAREHOLDER PROPOSAL TO ADOPT A | Shareholder | Against | For |
| POLICY FOR AN INDEPENDENT CHAIRMAN. | | | |
| 6. | SHAREHOLDER PROPOSAL TO ADOPT A | Shareholder | Against | For |
| POLICY PROHIBITING DISCRIMINATION | | | |
| "AGAINST" OR "FOR" PERSONS. | | | |
Page 58 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| CELGENE CORPORATION | | |
| Security | 151020104 | Meeting Type | Annual |
| Ticker Symbol | CELG | Meeting Date | 17-Jun-2015 |
| ISIN | US1510201049 | Agenda | 934208489 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | ROBERT J. HUGIN | | For | For |
| 2 | R.W. BARKER, D. PHIL. | | For | For |
| 3 | MICHAEL W. BONNEY | | For | For |
| 4 | MICHAEL D. CASEY | | For | For |
| 5 | CARRIE S. COX | | For | For |
| 6 | MICHAEL A. FRIEDMAN, MD | | For | For |
| 7 | GILLA S. KAPLAN, PH.D. | | For | For |
| 8 | JAMES J. LOUGHLIN | | For | For |
| 9 | ERNEST MARIO, PH.D. | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| 3. | APPROVAL OF AN AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE COMPANY'S 2008 | | | |
| STOCK INCENTIVE PLAN. | | | |
| 4. | APPROVAL, BY NON-BINDING VOTE, OF | Management | Against | Against |
| EXECUTIVE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 5. | STOCKHOLDER PROPOSAL DESCRIBED IN | Shareholder | Against | For |
| MORE DETAIL IN THE PROXY STATEMENT. | | | |
| TIME WARNER INC. | | |
| Security | 887317303 | Meeting Type | Annual |
| Ticker Symbol | TWX | Meeting Date | 19-Jun-2015 |
| ISIN | US8873173038 | Agenda | 934204784 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JAMES L. | Management | For | For |
| BARKSDALE | | | |
| 1B. | ELECTION OF DIRECTOR: WILLIAM P. BARR | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JEFFREY L. | Management | For | For |
| BEWKES | | | |
| 1D. | ELECTION OF DIRECTOR: STEPHEN F. | Management | For | For |
| BOLLENBACH | | | |
| 1E. | ELECTION OF DIRECTOR: ROBERT C. CLARK | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MATHIAS | Management | For | For |
| DOPFNER | | | |
| 1G. | ELECTION OF DIRECTOR: JESSICA P. | Management | For | For |
| EINHORN | | | |
| 1H. | ELECTION OF DIRECTOR: CARLOS M. | Management | For | For |
| GUTIERREZ | | | |
| 1I. | ELECTION OF DIRECTOR: FRED HASSAN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: KENNETH J. | Management | For | For |
| NOVACK | | | |
| 1K. | ELECTION OF DIRECTOR: PAUL D. WACHTER | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: DEBORAH C. | Management | For | For |
| WRIGHT | | | |
| 2. | RATIFICATION OF APPOINTMENT OF | Management | For | For |
| INDEPENDENT AUDITOR. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | SHAREHOLDER PROPOSAL ON RIGHT TO | Shareholder | Against | For |
| ACT BY WRITTEN CONSENT. | | | |
| 5. | SHAREHOLDER PROPOSAL ON TOBACCO | Shareholder | Against | For |
| DEPICTIONS IN FILMS. | | | |
| 6. | SHAREHOLDER PROPOSAL ON | Shareholder | Against | For |
| GREENHOUSE GAS EMISSIONS REDUCTION | | | |
| TARGETS. | | | |
Page 59 of 60
Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| PETROCHINA COMPANY LIMITED | | |
| Security | 71646E100 | Meeting Type | Annual |
| Ticker Symbol | PTR | Meeting Date | 23-Jun-2015 |
| ISIN | US71646E1001 | Agenda | 934207627 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | TO CONSIDER AND APPROVE THE REPORT | Management | For | For |
| OF THE BOARD OF DIRECTORS OF THE | | | |
| COMPANY FOR THE YEAR 2014. | | | |
| 2. | TO CONSIDER AND APPROVE THE REPORT | Management | For | For |
| OF THE SUPERVISORY COMMITTEE OF THE | | | |
| COMPANY FOR THE YEAR 2014. | | | |
| 3. | TO CONSIDER AND APPROVE THE AUDITED | Management | For | For |
| FINANCIAL STATEMENTS OF THE COMPANY | | | |
| FOR THE YEAR 2014. | | | |
| 4. | TO CONSIDER AND APPROVE THE | Management | For | For |
| DECLARATION AND PAYMENT OF THE FINAL | | | |
| DIVIDEND FOR THE YEAR ENDED 31 | | | |
| DECEMBER 2014 IN THE AMOUNT AND IN | | | |
| THE MANNER RECOMMENDED BY THE | | | |
| BOARD OF DIRECTORS. | | | |
| 5. | TO CONSIDER AND APPROVE THE | Management | For | For |
| AUTHORISATION OF THE BOARD OF | | | |
| DIRECTORS TO DETERMINE THE | | | |
| DISTRIBUTION OF INTERIM DIVIDENDS FOR | | | |
| THE YEAR 2015. | | | |
| 6. | TO CONSIDER AND APPROVE THE | Management | For | For |
| APPOINTMENT OF KPMG HUAZHEN AND | | | |
| KPMG, AS THE DOMESTIC AND | | | |
| INTERNATIONAL AUDITORS OF THE | | | |
| COMPANY, RESPECTIVELY, FOR THE YEAR | | | |
| 2015 AND TO AUTHORISE THE BOARD OF | | | |
| DIRECTORS TO DETERMINE THEIR | | | |
| REMUNERATION. | | | |
| 7. | TO CONSIDER AND APPROVE THE | Management | For | For |
| ELECTION OF MR. ZHAO ZHENGZHANG AS | | | |
| DIRECTOR OF THE COMPANY. | | | |
| 8. | TO CONSIDER AND APPROVE, BY WAY OF | Management | For | For |
| SPECIAL RESOLUTION, TO GRANT A | | | |
| GENERAL MANDATE TO THE BOARD OF | | | |
| DIRECTORS TO SEPARATELY OR | | | |
| CONCURRENTLY ISSUE, ALLOT AND DEAL | | | |
| WITH ADDITIONAL DOMESTIC SHARES AND | | | |
| OVERSEAS LISTED FOREIGN SHARES IN | | | |
| THE COMPANY NOT EXCEEDING 20% OF | | | |
| EACH OF ITS EXISTING DOMESTIC SHARES | | | |
| AND OVERSEAS LISTED FOREIGN SHARES | | | |
| OF THE COMPANY IN ISSUE. | | | |
| 9. | TO CONSIDER AND APPROVE, BY WAY OF | Management | For | For |
| SPECIAL RESOLUTION, TO | | | |
| UNCONDITIONALLY GRANT A GENERAL | | | |
| MANDATE TO DETERMINE AND HANDLE THE | | | |
| ISSUE OF DEBT FINANCING INSTRUMENTS | | | |
| OF THE COMPANY WITH THE OUTSTANDING | | | |
| BALANCE AMOUNT OF UP TO RMB150 | | | |
| BILLION, UPON SUCH TERMS AND | | | |
| CONDITIONS TO BE DETERMINED BY THE | | | |
| BOARD OF DIRECTORS. | | | |
| 10. | TO CONSIDER AND APPROVE THE | Management | | |
| ELECTION OF MR. WANG YILIN AS | | | |
| DIRECTOR OF THE COMPANY. | | | |
Page 60 of 60
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| BED BATH & BEYOND INC. | | |
| Security | 075896100 | Meeting Type | Annual |
| Ticker Symbol | BBBY | Meeting Date | 07-Jul-2014 |
| ISIN | US0758961009 | Agenda | 934041740 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: WARREN | Management | Against | Against |
| EISENBERG | | | |
| 1B. | ELECTION OF DIRECTOR: LEONARD | Management | Against | Against |
| FEINSTEIN | | | |
| 1C. | ELECTION OF DIRECTOR: STEVEN H. | Management | Against | Against |
| TEMARES | | | |
| 1D. | ELECTION OF DIRECTOR: DEAN S. ADLER | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: STANLEY F. | Management | Against | Against |
| BARSHAY | | | |
| 1F. | ELECTION OF DIRECTOR: GERALDINE T. | Management | Against | Against |
| ELLIOTT | | | |
| 1G. | ELECTION OF DIRECTOR: KLAUS EPPLER | Management | Against | Against |
| 1H. | ELECTION OF DIRECTOR: PATRICK R. | Management | Against | Against |
| GASTON | | | |
| 1I. | ELECTION OF DIRECTOR: JORDAN HELLER | Management | Against | Against |
| 1J. | ELECTION OF DIRECTOR: VICTORIA A. | Management | Against | Against |
| MORRISON | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, THE | Management | Against | Against |
| 2013 COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
Page 1 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| STRATASYS LTD | | |
| Security | M85548101 | Meeting Type | Annual |
| Ticker Symbol | SSYS | Meeting Date | 10-Jul-2014 |
| ISIN | IL0011267213 | Agenda | 934048073 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | ELECTION OF MS. ZIVA PATIR, WHO ALSO | Management | Against | Against |
| QUALIFIES AS AN UNAFFILIATED DIRECTOR | | | |
| UNDER THE ISRAELI COMPANIES LAW 5759- | | | |
| 1999, TO SERVE AS THE UNCLASSIFIED | | | |
| DIRECTOR OF THE COMPANY. | | | |
| 2. | APPROVAL OF A CASH BONUS OF 1,880,800 | Management | For | For |
| NEW ISRAELI SHEKELS ("NIS") | | | |
| (APPROXIMATELY $541,550) TO BE PAID TO | | | |
| MR. DAVID REIS, OUR CHIEF EXECUTIVE | | | |
| OFFICER AND A DIRECTOR, IN RESPECT OF | | | |
| HIS PERFORMANCE FOR THE YEAR ENDED | | | |
| DECEMBER 31, 2013. | | | |
| 3. | APPROVAL OF A CASH BONUS OF $177,716 | Management | For | For |
| TO BE PAID TO MR. S. SCOTT CRUMP, OUR | | | |
| CHAIRMAN AND CHIEF INNOVATION | | | |
| OFFICER, IN RESPECT OF HIS | | | |
| PERFORMANCE FOR THE YEAR ENDED | | | |
| DECEMBER 31, 2013. | | | |
| 4. | APPROVAL OF A CASH BONUS OF NIS | Management | For | For |
| 574,500 (APPROXIMATELY $165,420) TO BE | | | |
| PAID TO MR. ILAN LEVIN, A DIRECTOR AND | | | |
| CHAIRMAN OF BACCIO CORPORATION, THE | | | |
| PARENT ENTITY OF OUR MAKERBOT GROUP | | | |
| OF COMPANIES, IN RESPECT OF HIS | | | |
| PERFORMANCE FOR THE YEAR ENDED | | | |
| DECEMBER 31, 2013. | | | |
| 5A. | APPROVAL OF THE TERMS OF A GRANT OF | Management | For | For |
| OPTIONS TO PURCHASE 22,000 ORDINARY | | | |
| SHARES, NOMINAL VALUE NIS 0.01 PER | | | |
| SHARE, OF STRATASYS LTD. TO MR. | | | |
| EDWARD J. FIERKO AS DIRECTOR OF THE | | | |
| COMPANY. | | | |
| 5B. | APPROVAL OF THE TERMS OF A GRANT OF | Management | For | For |
| OPTIONS TO PURCHASE 22,000 ORDINARY | | | |
| SHARES, NOMINAL VALUE NIS 0.01 PER | | | |
| SHARE, OF STRATASYS LTD. TO MR. JOHN J. | | | |
| MCELENEY AS DIRECTOR OF THE COMPANY | | | |
| 5C. | APPROVAL OF THE TERMS OF A GRANT OF | Management | For | For |
| OPTIONS TO PURCHASE 22,000 ORDINARY | | | |
| SHARES, NOMINAL VALUE NIS 0.01 PER | | | |
| SHARE, OF STRATASYS LTD. TO MR. | | | |
| CLIFFORD H. SCHWIETER AS DIRECTOR OF | | | |
| THE COMPANY | | | |
| 6. | APPROVAL OF AN INCREASE IN THE | Management | For | For |
| COVERAGE UNDER THE COMPANY'S | | | |
| DIRECTORS AND OFFICERS LIABILITY | | | |
| INSURANCE POLICY TO AGGREGATE | | | |
| MAXIMUM COVERAGE OF $80 MILLION. | | | |
| 7. | RE-APPOINTMENT OF KESSELMAN & | Management | For | For |
| KESSELMAN, A MEMBER OF | | | |
| PRICEWATERHOUSECOOPERS | | | |
| INTERNATIONAL LIMITED, AS THE | | | |
| COMPANY'S INDEPENDENT AUDITORS FOR | | | |
| THE YEAR ENDING DECEMBER 31, 2014 AND | | | |
| UNTIL ITS NEXT ANNUAL GENERAL MEETING | | | |
| OF SHAREHOLDERS, AND TO AUTHORIZE | | | |
| THE BOARD (UPON RECOMMENDATION OF | | | |
| THE AUDIT COMMITTEE) TO FIX THEIR | | | |
| REMUNERATION. | | | |
Page 2 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| EXACT SCIENCES CORPORATION | | |
| Security | 30063P105 | Meeting Type | Annual |
| Ticker Symbol | EXAS | Meeting Date | 24-Jul-2014 |
| ISIN | US30063P1057 | Agenda | 934050357 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | MANEESH K. ARORA | | For | For |
| 2 | JAMES E. DOYLE | | For | For |
| 3 | LIONEL N. STERLING | | For | For |
| 2. | PROPOSAL TO APPROVE ON AN ADVISORY | Management | For | For |
| BASIS THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 3. | PROPOSAL TO APPROVE THE AMENDMENT | Management | For | For |
| TO THE 2010 EMPLOYEE STOCK PURCHASE | | | |
| PLAN TO INCREASE THE NUMBER OF | | | |
| SHARES RESERVED FOR ISSUANCE | | | |
| THEREUNDER BY 500,000 SHARES. | | | |
| 4. | TO APPROVE THE AMENDMENT TO OUR | Management | Against | Against |
| CERTIFICATE OF INCORPORATION | | | |
| INCREASING THE NUMBER OF AUTHORIZED | | | |
| SHARES OF COMMON STOCK FROM | | | |
| 100,000,000 SHARES TO 200,000,000 | | | |
| SHARES. | | | |
| 5. | PROPOSAL TO RATIFY THE SELECTION OF | Management | For | For |
| BDO USA, LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2014. | | | |
| MCKESSON CORPORATION | | |
| Security | 58155Q103 | Meeting Type | Annual |
| Ticker Symbol | MCK | Meeting Date | 30-Jul-2014 |
| ISIN | US58155Q1031 | Agenda | 934050345 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ANDY D. BRYANT | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: WAYNE A. BUDD | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: N. ANTHONY | Management | Against | Against |
| COLES, M.D. | | | |
| 1D. | ELECTION OF DIRECTOR: JOHN H. | Management | Against | Against |
| HAMMERGREN | | | |
| 1E. | ELECTION OF DIRECTOR: ALTON F. IRBY III | Management | Against | Against |
| 1F. | ELECTION OF DIRECTOR: M. CHRISTINE | Management | Against | Against |
| JACOBS | | | |
| 1G. | ELECTION OF DIRECTOR: MARIE L. | Management | Against | Against |
| KNOWLES | | | |
| 1H. | ELECTION OF DIRECTOR: DAVID M. | Management | Against | Against |
| LAWRENCE, M.D. | | | |
| 1I. | ELECTION OF DIRECTOR: EDWARD A. | Management | Against | Against |
| MUELLER | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL | | | |
| YEAR ENDING MARCH 31, 2015. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 4. | SHAREHOLDER PROPOSAL ON ACTION BY | Shareholder | Against | For |
| WRITTEN CONSENT OF SHAREHOLDERS. | | | |
| 5. | SHAREHOLDER PROPOSAL ON DISCLOSURE | Shareholder | For | Against |
| OF POLITICAL CONTRIBUTIONS AND | | | |
| EXPENDITURES. | | | |
| 6. | SHAREHOLDER PROPOSAL ON | Shareholder | For | Against |
| ACCELERATED VESTING OF EQUITY | | | |
| AWARDS. | | | |
Page 3 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ELECTRONIC ARTS INC. | | |
| Security | 285512109 | Meeting Type | Annual |
| Ticker Symbol | EA | Meeting Date | 31-Jul-2014 |
| ISIN | US2855121099 | Agenda | 934046586 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: LEONARD S. | Management | Against | Against |
| COLEMAN | | | |
| 1B. | ELECTION OF DIRECTOR: JAY C. HOAG | Management | Against | Against |
| 1C. | ELECTION OF DIRECTOR: JEFFREY T. | Management | Against | Against |
| HUBER | | | |
| 1D. | ELECTION OF DIRECTOR: VIVEK PAUL | Management | Against | Against |
| 1E. | ELECTION OF DIRECTOR: LAWRENCE F. | Management | Against | Against |
| PROBST | | | |
| 1F. | ELECTION OF DIRECTOR: RICHARD A. | Management | Against | Against |
| SIMONSON | | | |
| 1G. | ELECTION OF DIRECTOR: LUIS A. UBINAS | Management | Against | Against |
| 1H. | ELECTION OF DIRECTOR: DENISE F. | Management | Against | Against |
| WARREN | | | |
| 1I. | ELECTION OF DIRECTOR: ANDREW WILSON | Management | Against | Against |
| 2. | ADVISORY VOTE ON THE COMPENSATION | Management | Against | Against |
| OF THE NAMED EXECUTIVE OFFICERS. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS INDEPENDENT AUDITORS FOR | | | |
| THE FISCAL YEAR ENDING MARCH 31, 2015. | | | |
| THE J. M. SMUCKER COMPANY | | |
| Security | 832696405 | Meeting Type | Annual |
| Ticker Symbol | SJM | Meeting Date | 13-Aug-2014 |
| ISIN | US8326964058 | Agenda | 934053151 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: VINCENT C. BYRD | Management | Against | Against |
| 1B. | ELECTION OF DIRECTOR: ELIZABETH VALK | Management | Against | Against |
| LONG | | | |
| 1C. | ELECTION OF DIRECTOR: SANDRA | Management | Against | Against |
| PIANALTO | | | |
| 1D. | ELECTION OF DIRECTOR: MARK T. | Management | Against | Against |
| SMUCKER | | | |
| 2. | RATIFICATION OF APPOINTMENT OF ERNST | Management | For | For |
| & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE 2015 FISCAL | | | |
| YEAR. | | | |
| 3. | ADVISORY APPROVAL OF THE COMPANY'S | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | ADOPTION OF AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S AMENDED REGULATIONS TO | | | |
| SET FORTH A GENERAL VOTING STANDARD | | | |
| FOR ACTION BY SHAREHOLDERS. | | | |
Page 4 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| PATTERSON COMPANIES, INC. | | |
| Security | 703395103 | Meeting Type | Annual |
| Ticker Symbol | PDCO | Meeting Date | 08-Sep-2014 |
| ISIN | US7033951036 | Agenda | 934061615 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JOHN D. BUCK | | For | For |
| 2 | JODY H. FERAGEN | | For | For |
| 3 | SARENA S. LIN | | For | For |
| 4 | NEIL A. SCHRIMSHER | | For | For |
| 5 | LES C. VINNEY | | For | For |
| 2. | APPROVAL OF OUR 2014 SHARESAVE PLAN. | Management | For | For |
| 3. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 4. | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING APRIL 25, | | | |
| 2015. | | | | |
| INVENSENSE, INC. | | |
| Security | 46123D205 | Meeting Type | Annual |
| Ticker Symbol | INVN | Meeting Date | 12-Sep-2014 |
| ISIN | US46123D2053 | Agenda | 934061160 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | BEHROOZ ABDI | | For | For |
| 2 | ERIC STANG | | For | For |
| 2. | RATIFICATION OF THE SELECTION BY THE | Management | For | For |
| AUDIT COMMITTEE OF OUR BOARD OF | | | |
| DIRECTORS OF DELOITTE & TOUCHE LLP AS | | | |
| OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR OUR FISCAL YEAR | | | |
| ENDING MARCH 29, 2015. | | | |
Page 5 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | | |
| Security | 874054109 | Meeting Type | Annual |
| Ticker Symbol | TTWO | Meeting Date | 16-Sep-2014 |
| ISIN | US8740541094 | Agenda | 934062693 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | STRAUSS ZELNICK | | For | For |
| 2 | ROBERT A. BOWMAN | | For | For |
| 3 | MICHAEL DORNEMANN | | For | For |
| 4 | J MOSES | | For | For |
| 5 | MICHAEL SHERESKY | | For | For |
| 6 | SUSAN TOLSON | | For | For |
| 2. | APPROVAL OF CERTAIN AMENDMENTS TO | Management | Against | Against |
| THE TAKE-TWO INTERACTIVE SOFTWARE, | | | |
| INC. 2009 STOCK INCENTIVE PLAN AND RE- | | | |
| APPROVAL OF THE PERFORMANCE GOALS | | | |
| SPECIFIED THEREIN. | | | |
| 3. | APPROVAL, ON A NON-BINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION OF THE | | | |
| COMPANY'S "NAMED EXECUTIVE OFFICERS" | | | |
| AS DISCLOSED IN THE PROXY STATEMENT. | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING MARCH 31, | | | |
| 2015. | | | |
| PEPCO HOLDINGS, INC. | | |
| Security | 713291102 | Meeting Type | Special |
| Ticker Symbol | POM | Meeting Date | 23-Sep-2014 |
| ISIN | US7132911022 | Agenda | 934069368 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | TO ADOPT THE AGREEMENT AND PLAN OF | Management | For | For |
| MERGER, DATED AS OF APRIL 29, 2014, AS | | | |
| AMENDED AND RESTATED BY THE | | | |
| AMENDED AND RESTATED AGREEMENT | | | |
| AND PLAN OF MERGER, DATED AS OF JULY | | | |
| 18, 2014 (THE "MERGER AGREEMENT"), | | | |
| AMONG PEPCO HOLDINGS, INC., A | | | |
| DELAWARE CORPORATION ("PHI"), EXELON | | | |
| CORPORATION, A PENNSYLVANIA | | | |
| CORPORATION, & PURPLE ACQUISITION | | | |
| CORP., A DELAWARE CORPORATION AND | | | |
| AN INDIRECT, WHOLLY-OWNED SUBSIDIARY | | | |
| OF EXELON CORPORATION, WHEREBY | | | |
| PURPLE ACQUISITION CORP. WILL BE | | | |
| MERGED WITH AND INTO PHI, WITH PHI | | | |
| BEING THE SURVIVING CORPORATION (THE | | | |
| "MERGER"). | | | |
| 2. | TO APPROVE, ON A NON-BINDING, | Management | Against | Against |
| ADVISORY BASIS, THE COMPENSATION | | | |
| THAT MAY BE PAID OR BECOME PAYABLE | | | |
| TO THE NAMED EXECUTIVE OFFICERS OF | | | |
| PHI IN CONNECTION WITH THE COMPLETION | | | |
| OF THE MERGER. | | | |
| 3. | TO APPROVE AN ADJOURNMENT OF THE | Management | For | For |
| SPECIAL MEETING, IF NECESSARY OR | | | |
| APPROPRIATE, TO SOLICIT ADDITIONAL | | | |
| PROXIES IF THERE ARE NOT SUFFICIENT | | | |
| VOTES AT THAT TIME TO APPROVE THE | | | |
| PROPOSAL TO ADOPT THE MERGER | | | |
| AGREEMENT. | | | |
Page 6 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| DARDEN RESTAURANTS, INC. | | |
| Security | 237194105 | Meeting Type | Contested-Annual |
| Ticker Symbol | DRI | Meeting Date | 10-Oct-2014 |
| ISIN | US2371941053 | Agenda | 934072632 - Opposition |
| Item | Proposal | | Vote | For/Against |
| 1 | DIRECTOR | | Management | | |
| 1 | BETSY S. ATKINS | | For | For |
| 2 | MARGARET S. ATKINS | | For | For |
| 3 | JEAN M. BIRCH | | For | For |
| 4 | BRADLEY D. BLUM | | For | For |
| 5 | PETER A. FELD | | For | For |
| 6 | JAMES P. FOGARTY | | For | For |
| 7 | CYNTHIA T. JAMISON | | For | For |
| 8 | WILLIAM H. LENEHAN | | For | For |
| 9 | LIONEL L. NOWELL, III | | For | For |
| 10 | JEFFREY C. SMITH | | For | For |
| 11 | CHARLES M. SONSTEBY | | For | For |
| 12 | ALAN N. STILLMAN | | For | For |
| 2 | COMPANY'S PROPOSAL TO OBTAIN | Management | Against | N/A |
| ADVISORY APPROVAL OF THE COMPANY'S | | | |
| EXECUTIVE COMPENSATION. | | | |
| 3 | COMPANY'S PROPOSAL TO RATIFY THE | Management | For | N/A |
| APPOINTMENT OF KPMG LLP AS THE | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM OF THE COMPANY FOR | | | |
| THE FISCAL YEAR ENDING MAY 31, 2015. | | | |
| 4 | COMPANY'S PROPOSAL TO APPROVE AN | Management | For | For |
| AMENDMENT TO THE COMPANY'S BYLAWS | | | |
| TO PROVIDE FOR PROXY ACCESS. | | | |
| 5 | SHAREHOLDER'S PROPOSAL TO APPROVE A | Management | For | For |
| RESOLUTION REGARDING POLITICAL | | | |
| CONTRIBUTIONS, IF PROPERLY PRESENTED | | | |
| AT THE ANNUAL MEETING. | | | |
| 6 | SHAREHOLDER'S PROPOSAL TO APPROVE A | Management | For | For |
| RESOLUTION REGARDING LOBBYING | | | |
| DISCLOSURES, IF PROPERLY PRESENTED | | | |
| AT THE ANNUAL MEETING. | | | |
| DARDEN RESTAURANTS, INC. | | |
| Security | 237194105 | Meeting Type | Contested-Annual |
| Ticker Symbol | DRI | Meeting Date | 10-Oct-2014 |
| ISIN | US2371941053 | Agenda | 934074787 - Management |
| Item | Proposal | | Vote | For/Against |
| 01 | DIRECTOR | | Management | | |
| 1 | MICHAEL W. BARNES | | Withheld | Against |
| 2 | GREGORY L. BURNS | | Withheld | Against |
| 3 | JEFFREY H. FOX | | Withheld | Against |
| 4 | CHRISTOPHER J. FRALEIGH | | Withheld | Against |
| 5 | STEVE ODLAND | | Withheld | Against |
| 6 | MICHAEL D. ROSE | | Withheld | Against |
| 7 | MARIA A. SASTRE | | Withheld | Against |
| 8 | ENRIQUE SILVA | | Withheld | Against |
| 02 | TO APPROVE A RESOLUTION PROVIDING | Management | Against | Against |
| ADVISORY APPROVAL OF THE COMPANY'S | | | |
| EXECUTIVE COMPENSATION. | | | |
| 03 | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING MAY 31, 2015. | | | |
| 04 | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S BYLAWS TO PROVIDE FOR | | | |
| PROXY ACCESS. | | | |
| 05 | TO CONSIDER A SHAREHOLDER PROPOSAL | Shareholder | For | Against |
| REGARDING POLITICAL CONTRIBUTIONS. | | | |
| 06 | TO CONSIDER A SHAREHOLDER PROPOSAL | Shareholder | For | Against |
| REGARDING LOBBYING DISCLOSURE. | | | |
Page 7 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| CINTAS CORPORATION | | |
| Security | 172908105 | Meeting Type | Annual |
| Ticker Symbol | CTAS | Meeting Date | 21-Oct-2014 |
| ISIN | US1729081059 | Agenda | 934073278 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: GERALD S. | Management | For | For |
| ADOLPH | | | |
| 1B. | ELECTION OF DIRECTOR: JOHN F. BARRETT | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: MELANIE W. | Management | For | For |
| BARSTAD | | | |
| 1D. | ELECTION OF DIRECTOR: RICHARD T. | Management | For | For |
| FARMER | | | |
| 1E. | ELECTION OF DIRECTOR: SCOTT D. FARMER | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JAMES J. | Management | For | For |
| JOHNSON | | | |
| 1G. | ELECTION OF DIRECTOR: ROBERT J. | Management | For | For |
| KOHLHEPP | | | |
| 1H. | ELECTION OF DIRECTOR: JOSEPH | Management | For | For |
| SCAMINACE | | | |
| 1I. | ELECTION OF DIRECTOR: RONALD W. | Management | For | For |
| TYSOE | | | |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 3. | TO APPROVE AMENDMENT NO. 4 TO THE | Management | Against | Against |
| CINTAS CORPORATION 2005 EQUITY | | | |
| COMPENSATION PLAN. | | | |
| 4. | TO RATIFY ERNST & YOUNG LLP AS OUR | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR 2015. | | | |
| LINEAR TECHNOLOGY CORPORATION | | |
| Security | 535678106 | Meeting Type | Annual |
| Ticker Symbol | LLTC | Meeting Date | 05-Nov-2014 |
| ISIN | US5356781063 | Agenda | 934079256 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ROBERT H. | Management | For | For |
| SWANSON, JR. | | | |
| 1B. | ELECTION OF DIRECTOR: LOTHAR MAIER | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ARTHUR C. | Management | For | For |
| AGNOS | | | |
| 1D. | ELECTION OF DIRECTOR: JOHN J. GORDON | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: DAVID S. LEE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: RICHARD M. | Management | For | For |
| MOLEY | | | |
| 1G. | ELECTION OF DIRECTOR: THOMAS S. VOLPE | Management | For | For |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| THE COMPANY FOR THE FISCAL YEAR | | | |
| ENDING JUNE 28, 2015. | | | |
| 4. | RE-APPROVAL OF THE EXECUTIVE BONUS | Management | For | For |
| PLAN. | | | |
| 5. | NON-BINDING STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| REGARDING DIRECTOR ELECTION | | | |
| MAJORITY VOTE STANDARD. | | | |
Page 8 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| COACH, INC. | | |
| Security | 189754104 | Meeting Type | Annual |
| Ticker Symbol | COH | Meeting Date | 06-Nov-2014 |
| ISIN | US1897541041 | Agenda | 934078874 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | DAVID DENTON | | For | For |
| 2 | SUSAN KROPF | | For | For |
| 3 | GARY LOVEMAN | | For | For |
| 4 | VICTOR LUIS | | For | For |
| 5 | IVAN MENEZES | | For | For |
| 6 | WILLIAM NUTI | | For | For |
| 7 | STEPHANIE TILENIUS | | For | For |
| 8 | JIDE ZEITLIN | | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR FISCAL | | | |
| YEAR 2015 | | | | |
| 3 | APPROVAL, ON A NON-BINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPANY'S EXECUTIVE | | | |
| COMPENSATION AS DISCLOSED IN THE | | | |
| PROXY STATEMENT FOR THE 2014 ANNUAL | | | |
| MEETING | | | | |
| 4 | APPROVAL OF THE AMENDED AND | Management | For | For |
| RESTATED COACH, INC. 2010 STOCK | | | |
| INCENTIVE PLAN | | | |
Page 9 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| MAXIM INTEGRATED PRODUCTS, INC. | | |
| Security | 57772K101 | Meeting Type | Annual |
| Ticker Symbol | MXIM | Meeting Date | 12-Nov-2014 |
| ISIN | US57772K1016 | Agenda | 934082304 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | B. KIPLING HAGOPIAN | | For | For |
| 2 | TUNC DOLUCA | | For | For |
| 3 | JAMES R. BERGMAN | | For | For |
| 4 | JOSEPH R. BRONSON | | For | For |
| 5 | ROBERT E. GRADY | | For | For |
| 6 | WILLIAM D. WATKINS | | For | For |
| 7 | A.R. FRANK WAZZAN | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS MAXIM INTEGRATED'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING JUNE 27, 2015. | | | |
| 3. | TO RATIFY AND APPROVE AN AMENDMENT | Management | For | For |
| TO MAXIM INTEGRATED'S 2008 .. (DUE TO | | | |
| SPACE LIMITS, SEE PROXY STATEMENT FOR | | | |
| FULL PROPOSAL). | | | |
| 4. | TO RATIFY AND APPROVE AN AMENDMENT | Management | Against | Against |
| TO MAXIM INTEGRATED'S 1996 STOCK | | | |
| INCENTIVE PLAN TO INCREASE THE | | | |
| NUMBER OF SHARES AVAILABLE FOR | | | |
| ISSUANCE THEREUNDER BY 5,000,000 | | | |
| SHARES AND TO EXTEND THE PLAN'S TERM | | | |
| BY 10 YEARS. | | | |
| 5. | TO RATIFY AND APPROVE AN AMENDMENT | Management | Against | Against |
| TO MAXIM INTEGRATED'S RESTATED | | | |
| CERTIFICATE OF INCORPORATION TO | | | |
| ELIMINATE THE ABILITY OF STOCKHOLDERS | | | |
| TO CUMULATE THEIR VOTES IN FUTURE | | | |
| ELECTIONS OF DIRECTORS. | | | |
| 6. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 7. | TO APPROVE THE ADOPTION OF MAXIM | Management | For | For |
| INTEGRATED'S EXECUTIVE BONUS PLAN, A | | | |
| BONUS PLAN FOR THE COMPANY'S | | | |
| EXECUTIVE OFFICERS COMPLIANT WITH | | | |
| SECTION 162(M) OF THE INTERNAL | | | |
| REVENUE CODE. | | | |
Page 10 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| RESMED INC. | | |
| Security | 761152107 | Meeting Type | Annual |
| Ticker Symbol | RMD | Meeting Date | 19-Nov-2014 |
| ISIN | US7611521078 | Agenda | 934082746 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MICHAEL FARRELL | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: CHRIS ROBERTS | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JACK WAREHAM | Management | For | For |
| 2. | RATIFY OUR APPOINTMENT OF KPMG LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING JUNE 30, 2015. | | | |
| 3. | APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION PAID TO OUR NAMED | | | |
| EXECUTIVE OFFICERS, AS DESCRIBED IN | | | |
| THE PROXY STATEMENT. | | | |
| DRESSER-RAND GROUP INC. | | |
| Security | 261608103 | Meeting Type | Special |
| Ticker Symbol | DRC | Meeting Date | 20-Nov-2014 |
| ISIN | US2616081038 | Agenda | 934092470 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | TO CONSIDER AND VOTE UPON A | Management | For | For |
| PROPOSAL TO APPROVE AND ADOPT THE | | | |
| AGREEMENT AND PLAN OF MERGER, DATED | | | |
| AS OF SEPTEMBER 21, 2014, BY AND AMONG | | | |
| DRESSER-RAND GROUP INC., SIEMENS | | | |
| ENERGY, INC. AND DYNAMO ACQUISITION | | | |
| CORPORATION. | | | |
| 2. | TO CONSIDER AND VOTE UPON A | Management | For | For |
| PROPOSAL TO APPROVE AN ADJOURNMENT | | | |
| OF THE SPECIAL MEETING OF | | | |
| STOCKHOLDERS OF DRESSER-RAND | | | |
| GROUP INC., IF NECESSARY. | | | |
| 3. | TO CONSIDER AND VOTE ON A PROPOSAL | Management | Against | Against |
| TO APPROVE, ON A NON-BINDING, | | | |
| ADVISORY BASIS, CERTAIN COMPENSATION | | | |
| THAT WILL OR MAY BE PAID BY DRESSER- | | | |
| RAND GROUP INC. TO ITS NAMED | | | |
| EXECUTIVE OFFICERS THAT IS BASED ON | | | |
| OR OTHERWISE RELATES TO THE MERGER. | | | |
Page 11 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| MYRIAD GENETICS, INC. | | |
| Security | 62855J104 | Meeting Type | Annual |
| Ticker Symbol | MYGN | Meeting Date | 04-Dec-2014 |
| ISIN | US62855J1043 | Agenda | 934087392 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | WALTER GILBERT, PH.D. | | For | For |
| 2 | D.H. LANGER, M.D., J.D. | | For | For |
| 3 | LAWRENCE C. BEST | | For | For |
| 2. | TO APPROVE A PROPOSED AMENDMENT TO | Management | Against | Against |
| THE COMPANY'S 2010 EMPLOYEE, | | | |
| DIRECTOR AND CONSULTANT EQUITY | | | |
| INCENTIVE PLAN | | | |
| 3. | TO RATIFY THE SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING JUNE 30, 2015 | | | |
| 4. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS, AS | | | |
| DISCLOSED IN THE PROXY STATEMENT | | | |
| ARUBA NETWORKS, INC. | | |
| Security | 043176106 | Meeting Type | Annual |
| Ticker Symbol | ARUN | Meeting Date | 05-Dec-2014 |
| ISIN | US0431761065 | Agenda | 934089651 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | DOMINIC P. ORR | | For | For |
| 2 | KEERTI MELKOTE | | For | For |
| 3 | BERNARD GUIDON | | For | For |
| 4 | EMMANUEL HERNANDEZ | | For | For |
| 5 | MICHAEL R. KOUREY | | For | For |
| 6 | WILLEM P. ROELANDTS | | For | For |
| 7 | JUERGEN ROTTLER | | For | For |
| 8 | DANIEL WARMENHOVEN | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL | | | |
| YEAR ENDING JULY 31, 2015. | | | |
| 3. | APPROVAL, ON A NON-BINDING, ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
Page 12 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| JDS UNIPHASE CORPORATION | | |
| Security | 46612J507 | Meeting Type | Annual |
| Ticker Symbol | JDSU | Meeting Date | 05-Dec-2014 |
| ISIN | US46612J5074 | Agenda | 934089156 - Management |
| Item | Proposal | | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: KEITH BARNES | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: TIMOTHY CAMPOS | Management | For | For |
| 1.3 | ELECTION OF DIRECTOR: PENELOPE A. | Management | For | For |
| HERSCHER | | | |
| 1.4 | ELECTION OF DIRECTOR: MASOOD JABBAR | Management | For | For |
| 1.5 | ELECTION OF DIRECTOR: MARTIN A. | Management | For | For |
| KAPLAN | | | |
| 1.6 | ELECTION OF DIRECTOR: THOMAS | Management | For | For |
| WAECHTER | | | |
| 2 | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT PUBLIC ACCOUNTING FIRM | | | |
| FOR JDS UNIPHASE CORPORATION FOR | | | |
| THE FISCAL YEAR ENDING JUNE 27, 2015. | | | |
| 3 | TO APPROVE, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4 | TO APPROVE AMENDMENTS TO OUR | Management | Against | Against |
| AMENDED AND RESTATED 2003 EQUITY | | | |
| INCENTIVE PLAN. | | | |
| SILICON GRAPHICS INTERNATIONAL CORP | | |
| Security | 82706L108 | Meeting Type | Annual |
| Ticker Symbol | SGI | Meeting Date | 09-Dec-2014 |
| ISIN | US82706L1089 | Agenda | 934091404 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | RONALD D. VERDOORN | | For | For |
| 2 | CHARLES M. BOESENBERG | | For | For |
| 3 | GARY A. GRIFFITHS | | For | For |
| 4 | MICHAEL W. HAGEE | | For | For |
| 5 | DOUGLAS R. KING | | For | For |
| 6 | HAGI SCHWARTZ | | For | For |
| 7 | JORGE L. TITINGER | | For | For |
| 2. | TO APPROVE THE ADOPTION OF THE | Management | Against | Against |
| COMPANY'S 2014 OMNIBUS INCENTIVE | | | |
| PLAN. | | | |
| 3. | TO APPROVE THE COMPANY'S AMENDED | Management | For | For |
| AND RESTATED EMPLOYEE STOCK | | | |
| PURCHASE PLAN. | | | |
| 4. | TO RATIFY THE SELECTION BY THE AUDIT | Management | For | For |
| COMMITTEE OF THE BOARD OF DIRECTORS | | | |
| OF DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE FISCAL | | | |
| YEAR ENDING JUNE 26, 2015. | | | |
| 5. | TO APPROVE A NON-BINDING, ADVISORY | Management | For | For |
| RESOLUTION ON EXECUTIVE | | | |
| COMPENSATION. | | | |
Page 13 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| D.R. HORTON, INC. | | |
| Security | 23331A109 | Meeting Type | Annual |
| Ticker Symbol | DHI | Meeting Date | 22-Jan-2015 |
| ISIN | US23331A1097 | Agenda | 934112246 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: DONALD R. | Management | For | For |
| HORTON | | | |
| 1B. | ELECTION OF DIRECTOR: BARBARA K. | Management | For | For |
| ALLEN | | | |
| 1C. | ELECTION OF DIRECTOR: BRAD S. | Management | For | For |
| ANDERSON | | | |
| 1D. | ELECTION OF DIRECTOR: MICHAEL R. | Management | For | For |
| BUCHANAN | | | |
| 1E. | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| HEWATT | | | |
| 2. | ADVISORY VOTE TO APPROVE EXECUTIVE | Management | Against | Against |
| COMPENSATION. | | | |
| 3. | TO APPROVE THE 2006 STOCK INCENTIVE | Management | Against | Against |
| PLAN AS AMENDED AND RESTATED. | | | |
| 4. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| MUELLER WATER PRODUCTS, INC. | | |
| Security | 624758108 | Meeting Type | Annual |
| Ticker Symbol | MWA | Meeting Date | 28-Jan-2015 |
| ISIN | US6247581084 | Agenda | 934109136 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | SHIRLEY C. FRANKLIN | | For | For |
| 2 | THOMAS J. HANSEN | | For | For |
| 3 | GREGORY E. HYLAND | | For | For |
| 4 | JERRY W. KOLB | | For | For |
| 5 | JOSEPH B. LEONARD | | For | For |
| 6 | MARK J. O'BRIEN | | For | For |
| 7 | BERNARD G. RETHORE | | For | For |
| 8 | NEIL A. SPRINGER | | For | For |
| 9 | LYDIA W. THOMAS | | For | For |
| 10 | MICHAEL T. TOKARZ | | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING SEPTEMBER 30, 2015. | | | |
Page 14 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ROCKWELL AUTOMATION, INC. | | |
| Security | 773903109 | Meeting Type | Annual |
| Ticker Symbol | ROK | Meeting Date | 03-Feb-2015 |
| ISIN | US7739031091 | Agenda | 934110773 - Management |
| Item | Proposal | | Vote | For/Against |
| A. | DIRECTOR | | Management | | |
| 1 | BETTY C. ALEWINE | | For | For |
| 2 | J. PHILLIP HOLLOMAN | | For | For |
| 3 | VERNE G. ISTOCK | | For | For |
| 4 | LAWRENCE D. KINGSLEY | | For | For |
| 5 | LISA A. PAYNE | | For | For |
| B. | TO APPROVE THE SELECTION OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| C. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE CORPORATION'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| D. | TO APPROVE A MAJORITY VOTE STANDARD | Management | For | For |
| FOR UNCONTESTED DIRECTOR ELECTIONS. | | | |
| STRATASYS LTD | | |
| Security | M85548101 | Meeting Type | Special |
| Ticker Symbol | SSYS | Meeting Date | 03-Feb-2015 |
| ISIN | IL0011267213 | Agenda | 934117789 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | THE APPROVAL OF AMENDMENTS TO THE | Management | For | For |
| COMPANY'S CURRENT AMENDED AND | | | |
| RESTATED ARTICLES OF ASSOCIATION, AS | | | |
| AMENDED (THE "ARTICLES OF | | | |
| ASSOCIATION"), THAT (I) REFLECT THE | | | |
| EXPIRATION OF THE INITIAL TWO-YEAR | | | |
| TERM FOLLOWING THE OBJET LTD.- | | | |
| STRATASYS, INC. MERGER, INCLUDING THE | | | |
| ELIMINATION OF CLASS A DIRECTOR AND | | | |
| CLASS B DIRECTOR CLASSIFICATIONS FOR | | | |
| MEMBERS OF OUR BOARD OF DIRECTORS | | | |
| (THE "BOARD"), (II) PROVIDE PROCEDURES | | | |
| FOR SHAREHOLDER PROPOSALS AND | | | |
| SHAREHOLDER NOMINATIONS FOR | | | |
| DIRECTORS AT GENERAL ... (DUE TO SPACE | | | |
| LIMITS, SEE PROXY STATEMENT FOR FULL | | | |
| PROPOSAL) | | | |
| 2A. | ELECTION OF DIRECTOR: S. SCOTT CRUMP | Management | For | For |
| 2B. | ELECTION OF DIRECTOR: ELCHANAN | Management | For | For |
| JAGLOM | | | |
| 2C. | ELECTION OF DIRECTOR: EDWARD J. | Management | For | For |
| FIERKO | | | |
| 2D. | ELECTION OF DIRECTOR: ILAN LEVIN | Management | For | For |
| 2E. | ELECTION OF DIRECTOR: JOHN J. | Management | For | For |
| MCELENEY | | | |
| 2F. | ELECTION OF DIRECTOR: DAVID REIS | Management | For | For |
| 2G. | ELECTION OF DIRECTOR: CLIFFORD H. | Management | For | For |
| SCHWIETER | | | |
| 3. | THE APPROVAL OF AMENDMENTS TO THE | Management | For | For |
| COMPENSATION POLICY FOR THE | | | |
| COMPANY'S EXECUTIVE OFFICERS AND | | | |
| DIRECTORS, IN ACCORDANCE WITH THE | | | |
| REQUIREMENTS OF THE COMPANIES LAW | | | |
Page 15 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| LIQUIDITY SERVICES, INC. | | |
| Security | 53635B107 | Meeting Type | Annual |
| Ticker Symbol | LQDT | Meeting Date | 26-Feb-2015 |
| ISIN | US53635B1070 | Agenda | 934121144 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | PATRICK W. GROSS | | For | For |
| 2 | BEATRIZ V. INFANTE | | For | For |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR FISCAL 2015. | | | |
| 3. | APPROVAL OF AN ADVISORY RESOLUTION | Management | For | For |
| ON EXECUTIVE COMPENSATION. | | | |
| 4. | APPROVAL OF AN AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE 2006 OMNIBUS | | | |
| LONG-TERM INCENTIVE PLAN TO INCREASE | | | |
| THE AUTHORIZED NUMBER OF SHARES AND | | | |
| TO MAKE CERTAIN OTHER CHANGES. | | | |
| HOLOGIC, INC. | | |
| Security | 436440101 | Meeting Type | Annual |
| Ticker Symbol | HOLX | Meeting Date | 03-Mar-2015 |
| ISIN | US4364401012 | Agenda | 934118250 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JONATHAN CHRISTODORO | | For | For |
| 2 | SALLY W. CRAWFORD | | For | For |
| 3 | SCOTT T. GARRETT | | For | For |
| 4 | DAVID R. LAVANCE, JR. | | For | For |
| 5 | NANCY L. LEAMING | | For | For |
| 6 | LAWRENCE M. LEVY | | For | For |
| 7 | STEPHEN P. MACMILLAN | | For | For |
| 8 | SAMUEL MERKSAMER | | For | For |
| 9 | CHRISTIANA STAMOULIS | | For | For |
| 10 | ELAINE S. ULLIAN | | For | For |
| 11 | WAYNE WILSON | | For | For |
| 2. | A NON-BINDING ADVISORY RESOLUTION TO | Management | For | For |
| APPROVE EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR FISCAL 2015. | | | |
| 4. | SHAREHOLDER PROPOSAL REGARDING A | Shareholder | For | Against |
| SEVERANCE APPROVAL POLICY. | | | |
| 5. | SHAREHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| SHAREHOLDER INPUT ON POISON PILLS. | | | |
Page 16 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| HELMERICH & PAYNE, INC. | | |
| Security | 423452101 | Meeting Type | Annual |
| Ticker Symbol | HP | Meeting Date | 04-Mar-2015 |
| ISIN | US4234521015 | Agenda | 934119480 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: WILLIAM L. | Management | For | For |
| ARMSTRONG | | | |
| 1B. | ELECTION OF DIRECTOR: RANDY A. FOUTCH | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: HANS HELMERICH | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JOHN W. LINDSAY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: PAULA MARSHALL | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: THOMAS A. | Management | For | For |
| PETRIE | | | |
| 1G. | ELECTION OF DIRECTOR: DONALD F. | Management | For | For |
| ROBILLARD, JR. | | | |
| 1H. | ELECTION OF DIRECTOR: FRANCIS ROONEY | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: EDWARD B. RUST, | Management | For | For |
| JR. | | | |
| 1J. | ELECTION OF DIRECTOR: JOHN D. ZEGLIS | Management | For | For |
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS | Management | For | For |
| AUDITORS FOR 2015. | | | |
| 3. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| ASSOCIATED BANC-CORP | | |
| Security | 045487105 | Meeting Type | Annual |
| Ticker Symbol | ASB | Meeting Date | 21-Apr-2015 |
| ISIN | US0454871056 | Agenda | 934136765 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JOHN F. BERGSTROM | | For | For |
| 2 | RUTH M. CROWLEY | | For | For |
| 3 | PHILIP B. FLYNN | | For | For |
| 4 | R. JAY GERKEN | | For | For |
| 5 | WILLIAM R. HUTCHINSON | | For | For |
| 6 | ROBERT A. JEFFE | | For | For |
| 7 | EILEEN A. KAMERICK | | For | For |
| 8 | RICHARD T. LOMMEN | | For | For |
| 9 | CORY L. NETTLES | | For | For |
| 10 | J. DOUGLAS QUICK | | For | For |
| 11 | KAREN T. VAN LITH | | For | For |
| 12 | JOHN (JAY) B. WILLIAMS | | For | For |
| 2. | ADVISORY APPROVAL OF ASSOCIATED | Management | For | For |
| BANC-CORP'S NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 3. | THE RATIFICATION OF THE SELECTION OF | Management | For | For |
| KPMG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR ASSOCIATED BANC-CORP FOR THE | | | |
| YEAR ENDING DECEMBER 31, 2015. | | | |
Page 17 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| NORTHERN TRUST CORPORATION | | |
| Security | 665859104 | Meeting Type | Annual |
| Ticker Symbol | NTRS | Meeting Date | 21-Apr-2015 |
| ISIN | US6658591044 | Agenda | 934138101 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: LINDA WALKER | Management | For | For |
| BYNOE | | | |
| 1B. | ELECTION OF DIRECTOR: SUSAN CROWN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DEAN M. | Management | For | For |
| HARRISON | | | |
| 1D. | ELECTION OF DIRECTOR: DIPAK C. JAIN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOSE LUIS PRADO | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JOHN W. ROWE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MARTIN P. SLARK | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: DAVID H.B. SMITH, | Management | For | For |
| JR. | | | |
| 1I. | ELECTION OF DIRECTOR: DONALD | Management | For | For |
| THOMPSON | | | |
| 1J. | ELECTION OF DIRECTOR: CHARLES A. | Management | For | For |
| TRIBBETT III | | | |
| 1K. | ELECTION OF DIRECTOR: FREDERICK H. | Management | For | For |
| WADDELL | | | |
| 2. | APPROVAL, BY AN ADVISORY VOTE, OF THE | Management | For | For |
| 2014 COMPENSATION OF THE | | | |
| CORPORATION'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| KPMG LLP AS THE CORPORATION'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| 4. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | For | Against |
| ADDITIONAL DISCLOSURE OF POLITICAL | | | |
| AND LOBBYING CONTRIBUTIONS, IF | | | |
| PROPERLY PRESENTED AT THE ANNUAL | | | |
| MEETING. | | | |
| REGIONS FINANCIAL CORPORATION | | |
| Security | 7591EP100 | Meeting Type | Annual |
| Ticker Symbol | RF | Meeting Date | 23-Apr-2015 |
| ISIN | US7591EP1005 | Agenda | 934135787 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: GEORGE W. | Management | For | For |
| BRYAN | | | |
| 1B. | ELECTION OF DIRECTOR: CAROLYN H. BYRD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DAVID J. COOPER, | Management | For | For |
| SR. | | | |
| 1D. | ELECTION OF DIRECTOR: DON DEFOSSET | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: ERIC C. FAST | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: O.B. GRAYSON | Management | For | For |
| HALL, JR. | | | |
| 1G. | ELECTION OF DIRECTOR: JOHN D. JOHNS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: RUTH ANN | Management | For | For |
| MARSHALL | | | |
| 1I. | ELECTION OF DIRECTOR: SUSAN W. | Management | For | For |
| MATLOCK | | | |
| 1J. | ELECTION OF DIRECTOR: JOHN E. MAUPIN, | Management | For | For |
| JR. | | | |
| 1K. | ELECTION OF DIRECTOR: CHARLES D. | Management | For | For |
| MCCRARY | | | |
| 1L. | ELECTION OF DIRECTOR: LEE J. | Management | For | For |
| STYSLINGER III | | | |
| 2. | RATIFICATION OF SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2015. | | | |
| 3. | NONBINDING STOCKHOLDER APPROVAL OF | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | APPROVAL OF THE REGIONS FINANCIAL | Management | For | For |
| CORPORATION 2015 LONG TERM INCENTIVE | | | |
| PLAN. | | | |
Page 18 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| HARLEY-DAVIDSON, INC. | | |
| Security | 412822108 | Meeting Type | Annual |
| Ticker Symbol | HOG | Meeting Date | 25-Apr-2015 |
| ISIN | US4128221086 | Agenda | 934136789 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | R. JOHN ANDERSON | | For | For |
| 2 | RICHARD I. BEATTIE | | For | For |
| 3 | MICHAEL J. CAVE | | For | For |
| 4 | GEORGE H. CONRADES | | For | For |
| 5 | DONALD A. JAMES | | For | For |
| 6 | MATTHEW S. LEVATICH | | For | For |
| 7 | SARA L. LEVINSON | | For | For |
| 8 | N. THOMAS LINEBARGER | | For | For |
| 9 | GEORGE L. MILES, JR. | | For | For |
| 10 | JAMES A. NORLING | | For | For |
| 11 | JOCHEN ZEITZ | | For | For |
| 2. | APPROVAL OF AMENDMENT TO THE | Management | For | For |
| RESTATED ARTICLES OF INCORPORATION | | | |
| TO ALLOW FOR A MAJORITY VOTING | | | |
| STANDARD IN DIRECTOR ELECTIONS. | | | |
| 3. | APPROVAL OF THE MATERIAL TERMS OF | Management | Against | Against |
| THE PERFORMANCE GOALS UNDER THE | | | |
| HARLEY-DAVIDSON, INC. EMPLOYEE | | | |
| INCENTIVE PLAN. | | | |
| 4. | APPROVAL, BY ADVISORY VOTE, OF THE | Management | For | For |
| COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 5. | RATIFICATION OF SELECTION OF ERNST & | Management | For | For |
| YOUNG LLP, INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM, TO BE THE | | | |
| AUDITORS. | | | | |
| REGAL-BELOIT CORPORATION | | |
| Security | 758750103 | Meeting Type | Annual |
| Ticker Symbol | RBC | Meeting Date | 27-Apr-2015 |
| ISIN | US7587501039 | Agenda | 934139139 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: STEPHEN M. BURT | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: ANESA CHAIBI | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DEAN A. FOATE | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: HENRY W. | Management | For | For |
| KNUEPPEL | | | |
| 2. | TO APPROVE AN AMENDMENT AND | Management | For | For |
| RESTATEMENT OF THE COMPANY'S | | | |
| ARTICLES OF INCORPORATION TO | | | |
| DECLASSIFY THE COMPANY'S BOARD OF | | | |
| DIRECTORS. | | | |
| 3. | TO APPROVE AN AMENDMENT AND | Management | For | For |
| RESTATEMENT OF THE COMPANY'S | | | |
| ARTICLES OF INCORPORATION TO REMOVE | | | |
| THE HYPHEN FROM THE COMPANY'S LEGAL | | | |
| NAME. | | | |
| 4. | ADVISORY VOTE ON THE COMPENSATION | Management | For | For |
| OF THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS. | | | |
| 5. | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| AUDITORS FOR THE COMPANY FOR THE | | | |
| YEAR ENDING JANUARY 2, 2016. | | | |
Page 19 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| FIRST HORIZON NATIONAL CORPORATION | | |
| Security | 320517105 | Meeting Type | Annual |
| Ticker Symbol | FHN | Meeting Date | 28-Apr-2015 |
| ISIN | US3205171057 | Agenda | 934141273 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A | ELECTION OF DIRECTOR: ROBERT B. | Management | For | For |
| CARTER | | | |
| 1B | ELECTION OF DIRECTOR: JOHN C. | Management | For | For |
| COMPTON | | | |
| 1C | ELECTION OF DIRECTOR: MARK A. EMKES | Management | For | For |
| 1D | ELECTION OF DIRECTOR: CORYDON J. | Management | For | For |
| GILCHRIST | | | |
| 1E | ELECTION OF DIRECTOR: VICKY B. GREGG | Management | For | For |
| 1F | ELECTION OF DIRECTOR: D. BRYAN JORDAN | Management | For | For |
| 1G | ELECTION OF DIRECTOR: R. BRAD MARTIN | Management | For | For |
| 1H | ELECTION OF DIRECTOR: SCOTT M. | Management | For | For |
| NISWONGER | | | |
| 1I | ELECTION OF DIRECTOR: VICKI R. PALMER | Management | For | For |
| 1J | ELECTION OF DIRECTOR: COLIN V. REED | Management | For | For |
| 1K | ELECTION OF DIRECTOR: CECELIA D. | Management | For | For |
| STEWART | | | |
| 1L | ELECTION OF DIRECTOR: LUKE YANCY III | Management | For | For |
| 2. | APPROVAL OF AN ADVISORY RESOLUTION | Management | For | For |
| TO APPROVE EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFICATION OF APPOINTMENT OF KPMG | Management | For | For |
| LLP AS AUDITORS. | | | |
| HANESBRANDS INC. | | |
| Security | 410345102 | Meeting Type | Annual |
| Ticker Symbol | HBI | Meeting Date | 28-Apr-2015 |
| ISIN | US4103451021 | Agenda | 934143962 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | BOBBY J. GRIFFIN | | For | For |
| 2 | JAMES C. JOHNSON | | For | For |
| 3 | JESSICA T. MATHEWS | | For | For |
| 4 | FRANCK J. MOISON | | For | For |
| 5 | ROBERT F. MORAN | | For | For |
| 6 | J. PATRICK MULCAHY | | For | For |
| 7 | RONALD L. NELSON | | For | For |
| 8 | RICHARD A. NOLL | | For | For |
| 9 | ANDREW J. SCHINDLER | | For | For |
| 10 | DAVID V. SINGER | | For | For |
| 11 | ANN E. ZIEGLER | | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, | Management | For | For |
| EXECUTIVE COMPENSATION AS DESCRIBED | | | |
| IN THE PROXY STATEMENT FOR THE | | | |
| ANNUAL MEETING. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| HANESBRANDS' INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR HANESBRANDS' 2015 FISCAL YEAR. | | | |
Page 20 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| MDU RESOURCES GROUP, INC. | | |
| Security | 552690109 | Meeting Type | Annual |
| Ticker Symbol | MDU | Meeting Date | 28-Apr-2015 |
| ISIN | US5526901096 | Agenda | 934153177 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: THOMAS EVERIST | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: KAREN B. FAGG | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DAVID L. GOODIN | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: MARK A. | Management | For | For |
| HELLERSTEIN | | | |
| 1E. | ELECTION OF DIRECTOR: A. BART HOLADAY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: DENNIS W. | Management | For | For |
| JOHNSON | | | |
| 1G. | ELECTION OF DIRECTOR: WILLIAM E. | Management | For | For |
| MCCRACKEN | | | |
| 1H. | ELECTION OF DIRECTOR: PATRICIA L. MOSS | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: HARRY J. PEARCE | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JOHN K. WILSON | Management | For | For |
| 2. | RATIFICATION OF DELOITTE & TOUCHE LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2015. | | | |
| 3. | APPROVAL, ON A NON-BINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
Page 21 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| NOBLE ENERGY, INC. | | |
| Security | 655044105 | Meeting Type | Annual |
| Ticker Symbol | NBL | Meeting Date | 28-Apr-2015 |
| ISIN | US6550441058 | Agenda | 934169726 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JEFFREY L. | Management | For | For |
| BERENSON | | | |
| 1B. | ELECTION OF DIRECTOR: MICHAEL A. | Management | For | For |
| CAWLEY | | | |
| 1C. | ELECTION OF DIRECTOR: EDWARD F. COX | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: THOMAS J. | Management | For | For |
| EDELMAN | | | |
| 1E. | ELECTION OF DIRECTOR: ERIC P. GRUBMAN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: KIRBY L. HEDRICK | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: DAVID L. STOVER | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: SCOTT D. URBAN | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: WILLIAM T. VAN | Management | For | For |
| KLEEF | | | |
| 1J. | ELECTION OF DIRECTOR: MOLLY K. | Management | For | For |
| WILLIAMSON | | | |
| 2. | TO RATIFY THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT AUDITOR BY THE | | | |
| COMPANY'S AUDIT COMMITTEE. | | | |
| 3. | TO APPROVE, IN A NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4. | TO APPROVE AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S CERTIFICATE OF | | | |
| INCORPORATION TO INCREASE THE | | | |
| NUMBER OF AUTHORIZED SHARES OF | | | |
| COMMON STOCK FROM 500 MILLION TO 1 | | | |
| BILLION. | | | |
| 5. | TO APPROVE AN AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE COMPANY'S 1992 | | | |
| STOCK OPTION AND RESTRICTED STOCK | | | |
| PLAN TO INCREASE THE NUMBER OF | | | |
| SHARES OF COMMON STOCK AUTHORIZED | | | |
| FOR ISSUANCE UNDER THE PLAN FROM 71.6 | | | |
| MILLION TO 77.4 MILLION. | | | |
| 6. | TO APPROVE THE 2015 STOCK PLAN FOR | Management | For | For |
| NON-EMPLOYEE DIRECTORS, REPLACING A | | | |
| SUBSTANTIALLY SIMILAR PLAN THAT | | | |
| EXPIRED UNDER ITS OWN TERMS. | | | |
| 7. | TO CONSIDER A STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| CALLING FOR THE COMPANY TO AMEND ITS | | | |
| BY-LAWS TO ALLOW ELIGIBLE | | | |
| STOCKHOLDERS TO INCLUDE THEIR OWN | | | |
| NOMINEES FOR DIRECTOR IN THE | | | |
| COMPANY'S PROXY MATERIALS. | | | |
| 8. | TO CONSIDER A STOCKHOLDER PROPOSAL | Shareholder | Against | For |
| CALLING FOR THE COMPANY TO PREPARE A | | | |
| REPORT OUTLINING THE IMPACT CLIMATE | | | |
| CHANGE MIGHT HAVE ON THE COMPANY'S | | | |
| BUSINESS PLANS. | | | |
Page 22 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| SUNTRUST BANKS, INC. | | |
| Security | 867914103 | Meeting Type | Annual |
| Ticker Symbol | STI | Meeting Date | 28-Apr-2015 |
| ISIN | US8679141031 | Agenda | 934128819 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ROBERT M. BEALL, | Management | For | For |
| II | | | |
| 1B. | ELECTION OF DIRECTOR: PAUL R. GARCIA | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DAVID H. HUGHES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: M. DOUGLAS | Management | For | For |
| IVESTER | | | |
| 1E. | ELECTION OF DIRECTOR: KYLE PRECHTL | Management | For | For |
| LEGG | | | |
| 1F. | ELECTION OF DIRECTOR: WILLIAM A. | Management | For | For |
| LINNENBRINGER | | | |
| 1G. | ELECTION OF DIRECTOR: DONNA S. MOREA | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| RATCLIFFE | | | |
| 1I. | ELECTION OF DIRECTOR: WILLIAM H. | Management | For | For |
| ROGERS, JR. | | | |
| 1J. | ELECTION OF DIRECTOR: FRANK P. | Management | For | For |
| SCRUGGS, JR. | | | |
| 1K. | ELECTION OF DIRECTOR: THOMAS R. | Management | For | For |
| WATJEN | | | |
| 1L. | ELECTION OF DIRECTOR: DR. PHAIL WYNN, | Management | For | For |
| JR. | | | |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPANY'S EXECUTIVE COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| AUDITOR FOR 2015. | | | |
| 4. | SHAREHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| RECOUPMENT DISCLOSURE. | | | |
| DISCOVER FINANCIAL SERVICES | | |
| Security | 254709108 | Meeting Type | Annual |
| Ticker Symbol | DFS | Meeting Date | 29-Apr-2015 |
| ISIN | US2547091080 | Agenda | 934141172 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JEFFREY S. | Management | For | For |
| ARONIN | | | |
| 1B. | ELECTION OF DIRECTOR: MARY K. BUSH | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: GREGORY C. | Management | For | For |
| CASE | | | |
| 1D. | ELECTION OF DIRECTOR: CANDACE H. | Management | For | For |
| DUNCAN | | | |
| 1E. | ELECTION OF DIRECTOR: CYNTHIA A. | Management | For | For |
| GLASSMAN | | | |
| 1F. | ELECTION OF DIRECTOR: RICHARD H. | Management | For | For |
| LENNY | | | |
| 1G. | ELECTION OF DIRECTOR: THOMAS G. | Management | For | For |
| MAHERAS | | | |
| 1H. | ELECTION OF DIRECTOR: MICHAEL H. | Management | For | For |
| MOSKOW | | | |
| 1I. | ELECTION OF DIRECTOR: DAVID W. NELMS | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: MARK A. THIERER | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: LAWRENCE A. | Management | For | For |
| WEINBACH | | | |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
Page 23 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| W.W. GRAINGER, INC. | | |
| Security | 384802104 | Meeting Type | Annual |
| Ticker Symbol | GWW | Meeting Date | 29-Apr-2015 |
| ISIN | US3848021040 | Agenda | 934139800 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | RODNEY C. ADKINS | | For | For |
| 2 | BRIAN P. ANDERSON | | For | For |
| 3 | V. ANN HAILEY | | For | For |
| 4 | WILLIAM K. HALL | | For | For |
| 5 | STUART L. LEVENICK | | For | For |
| 6 | NEIL S. NOVICH | | For | For |
| 7 | MICHAEL J. ROBERTS | | For | For |
| 8 | GARY L. ROGERS | | For | For |
| 9 | JAMES T. RYAN | | For | For |
| 10 | E. SCOTT SANTI | | For | For |
| 11 | JAMES D. SLAVIK | | For | For |
| 2 | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG LLP AS INDEPENDENT | | | |
| AUDITOR FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2015. | | | |
| 3 | SAY ON PAY: ADVISORY PROPOSAL TO | Management | For | For |
| APPROVE COMPENSATION OF THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 4 | PROPOSAL TO APPROVE THE W.W. | Management | For | For |
| GRAINGER, INC. 2015 INCENTIVE PLAN. | | | |
| SCANA CORPORATION | | |
| Security | 80589M102 | Meeting Type | Annual |
| Ticker Symbol | SCG | Meeting Date | 30-Apr-2015 |
| ISIN | US80589M1027 | Agenda | 934151351 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JAMES A. BENNETT | | For | For |
| 2 | LYNNE M. MILLER | | For | For |
| 3 | JAMES W. ROQUEMORE | | For | For |
| 4 | MACEO K. SLOAN | | For | For |
| 2. | APPROVAL OF A LONG-TERM EQUITY | Management | Against | Against |
| COMPENSATION PLAN | | | |
| 3. | APPROVAL OF THE APPOINTMENT OF THE | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM | | | |
| 4. | APPROVAL OF BOARD-PROPOSED | Management | For | For |
| AMENDMENTS TO ARTICLE 8 OF OUR | | | |
| ARTICLES OF INCORPORATION TO | | | |
| DECLASSIFY THE BOARD OF DIRECTORS | | | |
| AND PROVIDE FOR THE ANNUAL ELECTION | | | |
| OF ALL DIRECTORS | | | |
Page 24 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ARUBA NETWORKS, INC. | | |
| Security | 043176106 | Meeting Type | Special |
| Ticker Symbol | ARUN | Meeting Date | 01-May-2015 |
| ISIN | US0431761065 | Agenda | 934181645 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | TO ADOPT THE AGREEMENT AND PLAN OF | Management | For | For |
| MERGER, DATED AS OF MARCH 2, 2015, BY | | | |
| AND AMONG HEWLETT-PACKARD | | | |
| COMPANY, ASPEN ACQUISITION SUB, INC., | | | |
| AND ARUBA NETWORKS, INC., AS IT MAY BE | | | |
| AMENDED FROM TIME TO TIME (THE | | | |
| "MERGER AGREEMENT") AND THE | | | |
| TRANSACTIONS CONTEMPLATED THEREBY. | | | |
| 2. | TO APPROVE THE ADOPTION OF ANY | Management | For | For |
| PROPOSAL TO ADJOURN THE SPECIAL | | | |
| MEETING TO A LATER DATE OR DATES IF | | | |
| NECESSARY OR APPROPRIATE TO SOLICIT | | | |
| ADDITIONAL PROXIES IF THERE ARE | | | |
| INSUFFICIENT VOTES TO ADOPT THE | | | |
| MERGER AGREEMENT AND THE | | | |
| TRANSACTIONS CONTEMPLATED THEREBY | | | |
| AT THE TIME OF THE SPECIAL MEETING. | | | |
| 3. | TO APPROVE, BY NON-BINDING, ADVISORY | Management | For | For |
| VOTE, COMPENSATION THAT WILL OR MAY | | | |
| BECOME PAYABLE BY ARUBA NETWORKS, | | | |
| INC. TO ITS NAMED EXECUTIVE OFFICERS IN | | | |
| CONNECTION WITH THE MERGER. | | | |
| CINCINNATI FINANCIAL CORPORATION | | |
| Security | 172062101 | Meeting Type | Annual |
| Ticker Symbol | CINF | Meeting Date | 02-May-2015 |
| ISIN | US1720621010C | Agenda | 934136474 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | WILLIAM F. BAHL | | For | For |
| 2 | GREGORY T. BIER | | For | For |
| 3 | LINDA W. CLEMENT-HOLMES | | For | For |
| 4 | DIRK J. DEBBINK | | For | For |
| 5 | STEVEN J. JOHNSTON | | For | For |
| 6 | KENNETH C. LICHTENDAHL | | For | For |
| 7 | W. RODNEY MCMULLEN | | For | For |
| 8 | DAVID P. OSBORN | | For | For |
| 9 | GRETCHEN W. PRICE | | For | For |
| 10 | JOHN J. SCHIFF, JR. | | For | For |
| 11 | THOMAS R. SCHIFF | | For | For |
| 12 | DOUGLAS S. SKIDMORE | | For | For |
| 13 | KENNETH W. STECHER | | For | For |
| 14 | JOHN F. STEELE, JR. | | For | For |
| 15 | LARRY R. WEBB | | For | For |
| 2. | RATIFICATION OF THE SELECTION OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2015. | | | |
| 3. | A NONBINDING PROPOSAL TO APPROVE | Management | For | For |
| COMPENSATION FOR THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
Page 25 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| LKQ CORPORATION | | |
| Security | 501889208 | Meeting Type | Annual |
| Ticker Symbol | LKQ | Meeting Date | 04-May-2015 |
| ISIN | US5018892084 | Agenda | 934147085 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: SUKHPAL SINGH | Management | For | For |
| AHLUWALIA | | | |
| 1B. | ELECTION OF DIRECTOR: A. CLINTON ALLEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: RONALD G. | Management | For | For |
| FOSTER | | | |
| 1D. | ELECTION OF DIRECTOR: JOSEPH M. | Management | For | For |
| HOLSTEN | | | |
| 1E. | ELECTION OF DIRECTOR: BLYTHE J. | Management | For | For |
| MCGARVIE | | | |
| 1F. | ELECTION OF DIRECTOR: PAUL M. MEISTER | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: JOHN F. O'BRIEN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: GUHAN | Management | For | For |
| SUBRAMANIAN | | | |
| 1I. | ELECTION OF DIRECTOR: ROBERT L. | Management | For | For |
| WAGMAN | | | |
| 1J. | ELECTION OF DIRECTOR: WILLIAM M. | Management | For | For |
| WEBSTER, IV | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR OUR FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| 3. | APPROVAL, ON AN ADVISORY BASIS, OF | Management | For | For |
| THE COMPENSATION OF OUR NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| MASCO CORPORATION | | |
| Security | 574599106 | Meeting Type | Annual |
| Ticker Symbol | MAS | Meeting Date | 04-May-2015 |
| ISIN | US5745991068 | Agenda | 934169512 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MARK R. | Management | For | For |
| ALEXANDER | | | |
| 1B. | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| MANOOGIAN | | | |
| 1C. | ELECTION OF DIRECTOR: JOHN C. PLANT | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: MARY ANN VAN | Management | For | For |
| LOKEREN | | | |
| 2. | TO APPROVE, BY NON-BINDING ADVISORY | Management | For | For |
| VOTE, THE COMPENSATION PAID TO THE | | | |
| COMPANY'S NAMED EXECUTIVE OFFICERS, | | | |
| AS DISCLOSED PURSUANT TO THE | | | |
| COMPENSATION DISCLOSURE RULES OF | | | |
| THE SEC, INCLUDING THE COMPENSATION | | | |
| DISCUSSION AND ANALYSIS, THE | | | |
| COMPENSATION TABLES AND THE RELATED | | | |
| MATERIALS DISCLOSED IN THE PROXY | | | |
| STATEMENT. | | | |
| 3. | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT AUDITORS FOR THE | | | |
| COMPANY FOR 2015. | | | |
Page 26 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| STILLWATER MINING COMPANY | | |
| Security | 86074Q102 | Meeting Type | Annual |
| Ticker Symbol | SWC | Meeting Date | 04-May-2015 |
| ISIN | US86074Q1022 | Agenda | 934167392 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | GEORGE M. BEE | | For | For |
| 2 | MICHAEL J. MCMULLEN | | For | For |
| 3 | PATRICE E. MERRIN | | For | For |
| 4 | MICHAEL S. PARRETT | | For | For |
| 5 | BRIAN D. SCHWEITZER | | For | For |
| 6 | GARY A. SUGAR | | For | For |
| 7 | LAWRENCE PETER O'HAGAN | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED ACCOUNTING FIRM FOR 2015. | | | |
| 3. | AN ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| OFFICER COMPENSATION. | | | |
| DIAMONDROCK HOSPITALITY CO | | |
| Security | 252784301 | Meeting Type | Annual |
| Ticker Symbol | DRH | Meeting Date | 05-May-2015 |
| ISIN | US2527843013 | Agenda | 934148811 - Management |
| Item | Proposal | | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: WILLIAM W. | Management | For | For |
| MCCARTEN | | | |
| 1.2 | ELECTION OF DIRECTOR: DANIEL J. | Management | For | For |
| ALTOBELLO | | | |
| 1.3 | ELECTION OF DIRECTOR: W. ROBERT | Management | For | For |
| GRAFTON | | | |
| 1.4 | ELECTION OF DIRECTOR: MAUREEN L. | Management | For | For |
| MCAVEY | | | |
| 1.5 | ELECTION OF DIRECTOR: GILBERT T. RAY | Management | For | For |
| 1.6 | ELECTION OF DIRECTOR: BRUCE D. | Management | For | For |
| WARDINSKI | | | |
| 1.7 | ELECTION OF DIRECTOR: MARK W. | Management | For | For |
| BRUGGER | | | |
| 2. | TO APPROVE, ON A NON-BINDING, | Management | For | For |
| ADVISORY BASIS, THE COMPENSATION OF | | | |
| THE NAMED EXECUTIVE OFFICERS, AS | | | |
| DISCLOSED IN THE PROXY STATEMENT. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE INDEPENDENT AUDITORS FOR | | | |
| DIAMONDROCK HOSPITALITY COMPANY | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2015. | | | |
| 4. | TO CONSIDER AND ACT UPON A NON- | Shareholder | Against | For |
| BINDING STOCKHOLDER PROPOSAL | | | |
| CONCERNING THE ADOPTION OF AN | | | |
| AMENDMENT TO OUR BY-LAWS IF | | | |
| PROPERLY PRESENTED AT THE MEETING. | | | |
Page 27 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| NORDSTROM, INC. | | |
| Security | 655664100 | Meeting Type | Annual |
| Ticker Symbol | JWN | Meeting Date | 05-May-2015 |
| ISIN | US6556641008 | Agenda | 934142338 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: SHELLYE L. | Management | For | For |
| ARCHAMBEAU | | | |
| 1B. | ELECTION OF DIRECTOR: PHYLLIS J. | Management | For | For |
| CAMPBELL | | | |
| 1C. | ELECTION OF DIRECTOR: MICHELLE M. | Management | For | For |
| EBANKS | | | |
| 1D. | ELECTION OF DIRECTOR: ENRIQUE | Management | For | For |
| HERNANDEZ, JR. | | | |
| 1E. | ELECTION OF DIRECTOR: ROBERT G. | Management | For | For |
| MILLER | | | |
| 1F. | ELECTION OF DIRECTOR: BLAKE W. | Management | For | For |
| NORDSTROM | | | |
| 1G. | ELECTION OF DIRECTOR: ERIK B. | Management | For | For |
| NORDSTROM | | | |
| 1H. | ELECTION OF DIRECTOR: PETER E. | Management | For | For |
| NORDSTROM | | | |
| 1I. | ELECTION OF DIRECTOR: PHILIP G. SATRE | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: BRAD D. SMITH | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: B. KEVIN TURNER | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: ROBERT D. | Management | For | For |
| WALTER | | | |
| 1M. | ELECTION OF DIRECTOR: ALISON A. WINTER | Management | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3. | ADVISORY VOTE REGARDING EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| THORATEC CORPORATION | | |
| Security | 885175307 | Meeting Type | Annual |
| Ticker Symbol | THOR | Meeting Date | 05-May-2015 |
| ISIN | US8851753074 | Agenda | 934145550 - Management |
| Item | Proposal | | Vote | For/Against |
| 1 | DIRECTOR | | Management | | |
| 1 | NEIL F. DIMICK | | For | For |
| 2 | D. KEITH GROSSMAN | | For | For |
| 3 | J. DANIEL COLE | | For | For |
| 4 | STEVEN H. COLLIS | | For | For |
| 5 | WILLIAM A. HAWKINS, III | | For | For |
| 6 | PAUL A. LAVIOLETTE | | For | For |
| 7 | MARTHA H. MARSH | | For | For |
| 8 | TODD C. SCHERMERHORN | | For | For |
| 2. | APPROVAL OF THE AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE THORATEC | | | |
| CORPORATION AMENDED AND RESTATED | | | |
| 2006 INCENTIVE STOCK PLAN. | | | |
| 3. | APPROVAL OF THE AMENDMENT AND | Management | Against | Against |
| RESTATEMENT OF THE THORATEC | | | |
| CORPORATION 2002 EMPLOYEE STOCK | | | |
| PURCHASE PLAN. | | | |
| 4. | APPROVAL OF COMPENSATION OF THE | Management | Against | Against |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| 5. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS THE | | | |
| COMPANY'S INDEPENDENT AUDITORS FOR | | | |
| ITS FISCAL YEAR ENDING JANUARY 2, 2016. | | | |
Page 28 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ZIMMER HOLDINGS, INC. | | |
| Security | 98956P102 | Meeting Type | Annual |
| Ticker Symbol | ZMH | Meeting Date | 05-May-2015 |
| ISIN | US98956P1021 | Agenda | 934149534 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CHRISTOPHER B. | Management | For | For |
| BEGLEY | | | |
| 1B. | ELECTION OF DIRECTOR: BETSY J. | Management | For | For |
| BERNARD | | | |
| 1C. | ELECTION OF DIRECTOR: PAUL M. BISARO | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: GAIL K. | Management | For | For |
| BOUDREAUX | | | |
| 1E. | ELECTION OF DIRECTOR: DAVID C. DVORAK | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MICHAEL J. | Management | For | For |
| FARRELL | | | |
| 1G. | ELECTION OF DIRECTOR: LARRY C. | Management | For | For |
| GLASSCOCK | | | |
| 1H. | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| HAGEMANN | | | |
| 1I. | ELECTION OF DIRECTOR: ARTHUR J. | Management | For | For |
| HIGGINS | | | |
| 1J. | ELECTION OF DIRECTOR: CECIL B. PICKETT, | Management | For | For |
| PH.D. | | | |
| 2. | APPROVE THE AMENDED STOCK PLAN FOR | Management | For | For |
| NON-EMPLOYEE DIRECTORS | | | |
| 3. | APPROVE THE AMENDED AND RESTATED | Management | For | For |
| DEFERRED COMPENSATION PLAN FOR | | | |
| NON-EMPLOYEE DIRECTORS | | | |
| 4. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 5. | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2015 | | | |
| BRUNSWICK CORPORATION | | |
| Security | 117043109 | Meeting Type | Annual |
| Ticker Symbol | BC | Meeting Date | 06-May-2015 |
| ISIN | US1170431092 | Agenda | 934144166 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MANUEL A. | Management | For | For |
| FERNANDEZ | | | |
| 1B. | ELECTION OF DIRECTOR: MARK D. | Management | For | For |
| SCHWABERO | | | |
| 1C. | ELECTION OF DIRECTOR: DAVID V. SINGER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JANE L. WARNER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: J. STEVEN | Management | For | For |
| WHISLER | | | |
| 2. | THE APPROVAL OF THE COMPENSATION OF | Management | For | For |
| OUR NAMED EXECUTIVE OFFICERS ON AN | | | |
| ADVISORY BASIS. | | | |
| 3. | THE RATIFICATION OF THE AUDIT | Management | For | For |
| COMMITTEE'S APPOINTMENT OF DELOITTE | | | |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
Page 29 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| FMC TECHNOLOGIES, INC. | | |
| Security | 30249U101 | Meeting Type | Annual |
| Ticker Symbol | FTI | Meeting Date | 06-May-2015 |
| ISIN | US30249U1016 | Agenda | 934174525 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MIKE R. BOWLIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: CLARENCE P. | Management | For | For |
| CAZALOT, JR. | | | |
| 1C. | ELECTION OF DIRECTOR: ELEAZAR DE | Management | For | For |
| CARVALHO FILHO | | | |
| 1D. | ELECTION OF DIRECTOR: C. MAURY DEVINE | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: CLAIRE S. FARLEY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JOHN T. GREMP | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: THOMAS M. | Management | For | For |
| HAMILTON | | | |
| 1H. | ELECTION OF DIRECTOR: PETER MELLBYE | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: JOSEPH H. | Management | For | For |
| NETHERLAND | | | |
| 1J. | ELECTION OF DIRECTOR: PETER | Management | For | For |
| OOSTERVEER | | | |
| 1K. | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| PATTAROZZI | | | |
| 1L. | ELECTION OF DIRECTOR: JAMES M. | Management | For | For |
| RINGLER | | | |
| 2. | RATIFY THE APPOINTMENT OF KPMG LLP AS | Management | For | For |
| THE INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2015. | | | |
| 3. | ADVISORY APPROVAL OF 2014 EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| INTERNATIONAL FLAVORS & FRAGRANCES INC. | | |
| Security | 459506101 | Meeting Type | Annual |
| Ticker Symbol | IFF | Meeting Date | 06-May-2015 |
| ISIN | US4595061015 | Agenda | 934149990 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MARCELLO V. | Management | For | For |
| BOTTOLI | | | |
| 1B. | ELECTION OF DIRECTOR: DR. LINDA BUCK | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: MICHAEL L. | Management | For | For |
| DUCKER | | | |
| 1D. | ELECTION OF DIRECTOR: ROGER W. | Management | For | For |
| FERGUSON, JR. | | | |
| 1E. | ELECTION OF DIRECTOR: JOHN F. FERRARO | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: ANDREAS FIBIG | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: CHRISTINA GOLD | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: HENRY W. | Management | For | For |
| HOWELL, JR. | | | |
| 1I. | ELECTION OF DIRECTOR: KATHERINE M. | Management | For | For |
| HUDSON | | | |
| 1J. | ELECTION OF DIRECTOR: DALE F. | Management | For | For |
| MORRISON | | | |
| 2. | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2015. | | | |
| 3. | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION PAID TO THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS IN 2014. | | | |
| 4. | TO APPROVE THE INTERNATIONAL | Management | For | For |
| FLAVORS & FRAGRANCES INC. 2015 STOCK | | | |
| AWARD AND INCENTIVE PLAN. | | | |
Page 30 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ECOLAB INC. | | |
| Security | 278865100 | Meeting Type | Annual |
| Ticker Symbol | ECL | Meeting Date | 07-May-2015 |
| ISIN | US2788651006 | Agenda | 934151426 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A | ELECTION OF DIRECTOR: DOUGLAS M. | Management | For | For |
| BAKER, JR. | | | |
| 1B | ELECTION OF DIRECTOR: BARBARA J. BECK | Management | For | For |
| 1C | ELECTION OF DIRECTOR: LESLIE S. BILLER | Management | For | For |
| 1D | ELECTION OF DIRECTOR: CARL M. CASALE | Management | For | For |
| 1E | ELECTION OF DIRECTOR: STEPHEN I. | Management | For | For |
| CHAZEN | | | |
| 1F | ELECTION OF DIRECTOR: JEFFREY M. | Management | For | For |
| ETTINGER | | | |
| 1G | ELECTION OF DIRECTOR: JERRY A. | Management | For | For |
| GRUNDHOFER | | | |
| 1H | ELECTION OF DIRECTOR: ARTHUR J. | Management | For | For |
| HIGGINS | | | |
| 1I | ELECTION OF DIRECTOR: JOEL W. JOHNSON | Management | For | For |
| 1J | ELECTION OF DIRECTOR: MICHAEL LARSON | Management | For | For |
| 1K | ELECTION OF DIRECTOR: JERRY W. LEVIN | Management | For | For |
| 1L | ELECTION OF DIRECTOR: ROBERT L. | Management | For | For |
| LUMPKINS | | | |
| 1M | ELECTION OF DIRECTOR: TRACY B. | Management | For | For |
| MCKIBBEN | | | |
| 1N | ELECTION OF DIRECTOR: VICTORIA J. REICH | Management | For | For |
| 1O | ELECTION OF DIRECTOR: SUZANNE M. | Management | For | For |
| VAUTRINOT | | | |
| 1P | ELECTION OF DIRECTOR: JOHN J. ZILLMER | Management | For | For |
| 2 | RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE CURRENT | | | |
| YEAR ENDING DECEMBER 31, 2015. | | | |
| 3 | ADVISORY VOTE TO APPROVE THE | Management | For | For |
| COMPENSATION OF EXECUTIVES | | | |
| DISCLOSED IN THE PROXY STATEMENT. | | | |
| 4 | STOCKHOLDER PROPOSAL REQUESTING AN | Shareholder | Against | For |
| INDEPENDENT BOARD CHAIR. | | | |
Page 31 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| LASALLE HOTEL PROPERTIES | | |
| Security | 517942108 | Meeting Type | Annual |
| Ticker Symbol | LHO | Meeting Date | 07-May-2015 |
| ISIN | US5179421087 | Agenda | 934130701 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JEFFREY T. FOLAND | | For | For |
| 2 | DARRYL HARTLEY-LEONARD | | For | For |
| 3 | WILLIAM S. MCCALMONT | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF THE | Management | For | For |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTANTS FOR THE YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| 3. | TO APPROVE, BY NON-BINDING VOTE, | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| CAMERON INTERNATIONAL CORPORATION | | |
| Security | 13342B105 | Meeting Type | Annual |
| Ticker Symbol | CAM | Meeting Date | 08-May-2015 |
| ISIN | US13342B1052 | Agenda | 934153951 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: H. PAULETT | Management | For | For |
| EBERHART | | | |
| 1B. | ELECTION OF DIRECTOR: PETER J. FLUOR | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DOUGLAS L. | Management | For | For |
| FOSHEE | | | |
| 1D. | ELECTION OF DIRECTOR: RODOLFO LANDIM | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JACK B. MOORE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: MICHAEL E. | Management | For | For |
| PATRICK | | | |
| 1G. | ELECTION OF DIRECTOR: TIMOTHY J. | Management | For | For |
| PROBERT | | | |
| 1H. | ELECTION OF DIRECTOR: JON ERIK | Management | For | For |
| REINHARDSEN | | | |
| 1I. | ELECTION OF DIRECTOR: R. SCOTT ROWE | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: BRENT J. SMOLIK | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: BRUCE W. | Management | For | For |
| WILKINSON | | | |
| 2. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTANTS FOR | | | |
| 2015. | | | |
| 3. | TO APPROVE, ON AN ADVISORY BASIS, OUR | Management | For | For |
| 2014 EXECUTIVE COMPENSATION. | | | |
Page 32 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| LUNDIN MINING CORPORATION | | |
| Security | 550372106 | Meeting Type | Annual |
| Ticker Symbol | LUNMF | Meeting Date | 08-May-2015 |
| ISIN | CA5503721063 | Agenda | 934188144 - Management |
| Item | Proposal | | Vote | For/Against |
| 01 | DIRECTOR | | Management | | |
| 1 | DONALD K. CHARTER | | For | For |
| 2 | PAUL K. CONIBEAR | | For | For |
| 3 | JOHN H. CRAIG | | For | For |
| 4 | PETER C. JONES | | For | For |
| 5 | LUKAS H. LUNDIN | | For | For |
| 6 | DALE C. PENIUK | | For | For |
| 7 | WILLIAM A. RAND | | For | For |
| 8 | CATHERINE J.G. STEFAN | | For | For |
| 02 | APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP, | | | |
| CHARTERED PROFESSIONAL | | | |
| ACCOUNTANTS, AS AUDITORS OF THE | | | |
| CORPORATION FOR THE ENSUING YEAR | | | |
| AND AUTHORIZING THE DIRECTORS TO FIX | | | |
| THEIR REMUNERATION. | | | |
| SPX CORPORATION | | |
| Security | 784635104 | Meeting Type | Annual |
| Ticker Symbol | SPW | Meeting Date | 08-May-2015 |
| ISIN | US7846351044 | Agenda | 934153999 - Management |
| Item | Proposal | | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: CHRISTOPHER J. | Management | For | For |
| KEARNEY | | | |
| 1.2 | ELECTION OF DIRECTOR: ROBERT F. HULL, | Management | For | For |
| JR. | | | |
| 1.3 | ELECTION OF DIRECTOR: ANNE K. ALTMAN | Management | For | For |
| 2. | TO APPROVE, BY NON-BINDING VOTE, SPX'S | Management | Against | Against |
| EXECUTIVE COMPENSATION PRACTICES. | | | |
| 3. | TO AMEND AND RESTATE OUR 2002 STOCK | Management | Against | Against |
| COMPENSATION PLAN. | | | |
| 4. | TO AMEND OUR CERTIFICATE OF | Management | For | For |
| INCORPORATION. | | | |
| 5. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS OUR INDEPENDENT | | | |
| PUBLIC ACCOUNTANTS FOR 2015. | | | |
Page 33 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ALTERA CORPORATION | | |
| Security | 021441100 | Meeting Type | Annual |
| Ticker Symbol | ALTR | Meeting Date | 11-May-2015 |
| ISIN | US0214411003 | Agenda | 934153064 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JOHN P. DAANE | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: T. MICHAEL | Management | For | For |
| NEVENS | | | |
| 1C. | ELECTION OF DIRECTOR: A. BLAINE | Management | For | For |
| BOWMAN | | | |
| 1D. | ELECTION OF DIRECTOR: ELISHA W. FINNEY | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: KEVIN MCGARITY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: KRISH A. PRABHU | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: SHANE V. | Management | For | For |
| ROBISON | | | |
| 1H. | ELECTION OF DIRECTOR: JOHN | Management | For | For |
| SHOEMAKER | | | |
| 1I. | ELECTION OF DIRECTOR: THOMAS H. | Management | For | For |
| WAECHTER | | | |
| 2. | TO APPROVE AN AMENDMENT TO THE 2005 | Management | Against | Against |
| EQUITY INCENTIVE PLAN TO INCREASE BY | | | |
| 3,000,000 THE NUMBER OF SHARES OF | | | |
| COMMON STOCK RESERVED FOR ISSUANCE | | | |
| UNDER THE PLAN. | | | |
| 3. | TO APPROVE AN AMENDMENT TO THE 1987 | Management | Against | Against |
| EMPLOYEE STOCK PURCHASE PLAN TO | | | |
| INCREASE BY 1,000,000 THE NUMBER OF | | | |
| SHARES OF COMMON STOCK RESERVED | | | |
| FOR ISSUANCE UNDER THE PLAN. | | | |
| 4. | TO APPROVE, ON AN ADVISORY BASIS, | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 5. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS OUR | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| 6. | IF PROPERLY PRESENTED AT THE ANNUAL | Shareholder | Against | For |
| MEETING, TO CONSIDER A STOCKHOLDER | | | |
| PROPOSAL REGARDING AN INDEPENDENT | | | |
| CHAIR OF THE BOARD. | | | |
| BROADCOM CORPORATION | | |
| Security | 111320107 | Meeting Type | Annual |
| Ticker Symbol | BRCM | Meeting Date | 12-May-2015 |
| ISIN | US1113201073 | Agenda | 934155690 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ROBERT J. | Management | For | For |
| FINOCCHIO, JR. | | | |
| 1B. | ELECTION OF DIRECTOR: NANCY H. HANDEL | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: EDDY W. | Management | For | For |
| HARTENSTEIN | | | |
| 1D. | ELECTION OF DIRECTOR: MARIA M. KLAWE, | Management | For | For |
| PH.D. | | | |
| 1E. | ELECTION OF DIRECTOR: JOHN E. MAJOR | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: SCOTT A. | Management | For | For |
| MCGREGOR | | | |
| 1G. | ELECTION OF DIRECTOR: WILLIAM T. | Management | For | For |
| MORROW | | | |
| 1H. | ELECTION OF DIRECTOR: HENRY SAMUELI, | Management | For | For |
| PH.D. | | | |
| 1I. | ELECTION OF DIRECTOR: ROBERT E. SWITZ | Management | For | For |
| 2. | ADVISORY VOTE ON THE COMPENSATION | Management | Against | Against |
| OF THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS DESCRIBED IN THE PROXY | | | |
| STATEMENT. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE COMPANY'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2015. | | | |
Page 34 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| CATAMARAN CORPORATION | | |
| Security | 148887102 | Meeting Type | Annual |
| Ticker Symbol | CTRX | Meeting Date | 12-May-2015 |
| ISIN | CA1488871023 | Agenda | 934162544 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: MARK THIERER | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: PETER BENSEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: STEVEN COSLER | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: WILLIAM DAVIS | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: STEVEN EPSTEIN | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: BETSY HOLDEN | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: KAREN KATEN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: HARRY KRAEMER | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: ANTHONY MASSO | Management | For | For |
| 2. | TO RATIFY AN AMENDMENT TO THE | Management | For | For |
| COMPANY'S BYLAWS TO INCLUDE ADVANCE | | | |
| NOTICE AND CERTAIN OTHER | | | |
| REQUIREMENTS FOR SHAREHOLDERS TO | | | |
| PROPOSE DIRECTOR NOMINATIONS OR | | | |
| OTHER BUSINESS FOR SHAREHOLDER | | | |
| MEETINGS. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION, AS | | | |
| DISCLOSED IN THE COMPANY'S PROXY | | | |
| CIRCULAR AND PROXY STATEMENT. | | | |
| 4. | TO APPOINT KPMG LLP AS AUDITORS OF | Management | For | For |
| THE COMPANY AND TO AUTHORIZE THE | | | |
| BOARD OF DIRECTORS TO FIX THE | | | |
| AUDITOR'S REMUNERATION AND TERMS OF | | | |
| ENGAGEMENT. | | | |
Page 35 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| CIT GROUP INC. | | |
| Security | 125581801 | Meeting Type | Annual |
| Ticker Symbol | CIT | Meeting Date | 12-May-2015 |
| ISIN | US1255818015 | Agenda | 934160324 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JOHN A. THAIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: ELLEN R. | Management | For | For |
| ALEMANY | | | |
| 1C. | ELECTION OF DIRECTOR: MICHAEL J. | Management | For | For |
| EMBLER | | | |
| 1D. | ELECTION OF DIRECTOR: WILLIAM M. | Management | For | For |
| FREEMAN | | | |
| 1E. | ELECTION OF DIRECTOR: DAVID M. | Management | For | For |
| MOFFETT | | | |
| 1F. | ELECTION OF DIRECTOR: R. BRAD OATES | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: MARIANNE MILLER | Management | For | For |
| PARRS | | | |
| 1H. | ELECTION OF DIRECTOR: GERALD | Management | For | For |
| ROSENFELD | | | |
| 1I. | ELECTION OF DIRECTOR: JOHN R. RYAN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: SHEILA A. STAMPS | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: SEYMOUR | Management | For | For |
| STERNBERG | | | |
| 1L. | ELECTION OF DIRECTOR: PETER J. TOBIN | Management | For | For |
| 1M. | ELECTION OF DIRECTOR: LAURA S. UNGER | Management | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS CIT'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM AND EXTERNAL | | | |
| AUDITORS FOR 2015. | | | |
| 3. | TO RECOMMEND, BY NON-BINDING VOTE, | Management | For | For |
| THE COMPENSATION OF CIT'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| 4. | TO APPROVE THE CIT GROUP INC. 2015 | Management | For | For |
| EXECUTIVE INCENTIVE PLAN. | | | |
| MURPHY OIL CORPORATION | | |
| Security | 626717102 | Meeting Type | Annual |
| Ticker Symbol | MUR | Meeting Date | 13-May-2015 |
| ISIN | US6267171022 | Agenda | 934157896 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: T.J. COLLINS | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: S.A. COSSE | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: C.P. DEMING | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: L.R. DICKERSON | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: R.W. JENKINS | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: J.V. KELLEY | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: W. MIROSH | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: R.M. MURPHY | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: J.W. NOLAN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: N.E. SCHMALE | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: L.A. SUGG | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: C.G. THEUS | Management | For | For |
| 2. | ADVISORY VOTE ON EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | APPROVE THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2015. | | | |
| 4. | TO CONSIDER AND ACT UPON A | Shareholder | Against | For |
| STOCKHOLDER PROPOSAL CONCERNING | | | |
| THE ADOPTION OF PROXY ACCESS. | | | |
Page 36 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| USG CORPORATION | | |
| Security | 903293405 | Meeting Type | Annual |
| Ticker Symbol | USG | Meeting Date | 13-May-2015 |
| ISIN | US9032934054 | Agenda | 934160285 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | JOSE ARMARIO | | For | For |
| 2 | GRETCHEN R. HAGGERTY | | For | For |
| 3 | WILLIAM H. HERNANDEZ | | For | For |
| 2. | APPROVAL OF THE USG CORPORATION | Management | For | For |
| MANAGEMENT INCENTIVE PLAN, AS | | | |
| AMENDED AND RESTATED. | | | |
| 3. | APPROVAL OF THE MATERIAL TERMS FOR | Management | For | For |
| QUALIFIED PERFORMANCE-BASED AWARDS | | | |
| UNDER THE USG CORPORATION LONG- | | | |
| TERM INCENTIVE PLAN, AS AMENDED AND | | | |
| RESTATED. | | | |
| 4. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| DELOITTE & TOUCHE LLP AS INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTANTS FOR | | | |
| THE YEAR ENDING DECEMBER 31, 2015. | | | |
| ALLISON TRANSMISSION HOLDINGS, INC. | | |
| Security | 01973R101 | Meeting Type | Annual |
| Ticker Symbol | ALSN | Meeting Date | 14-May-2015 |
| ISIN | US01973R1014 | Agenda | 934155412 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | LAWRENCE E. DEWEY | | For | For |
| 2 | THOMAS W. RABAUT | | For | For |
| 3 | RICHARD V. REYNOLDS | | For | For |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2015. | | | |
| 3. | APPROVAL OF THE ALLISON TRANSMISSION | Management | Against | Against |
| HOLDINGS, INC. 2015 EQUITY INCENTIVE | | | |
| AWARD PLAN. | | | |
| 4. | APPROVAL OF THE ALLISON TRANSMISSION | Management | Against | Against |
| HOLDINGS, INC. 2016 INCENTIVE PLAN. | | | |
Page 37 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| HOST HOTELS & RESORTS, INC. | | |
| Security | 44107P104 | Meeting Type | Annual |
| Ticker Symbol | HST | Meeting Date | 14-May-2015 |
| ISIN | US44107P1049 | Agenda | 934177759 - Management |
| Item | Proposal | | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: MARY L. BAGLIVO | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: SHEILA C. BAIR | Management | For | For |
| 1.3 | ELECTION OF DIRECTOR: TERENCE C. | Management | For | For |
| GOLDEN | | | |
| 1.4 | ELECTION OF DIRECTOR: ANN M. | Management | For | For |
| KOROLOGOS | | | |
| 1.5 | ELECTION OF DIRECTOR: RICHARD E. | Management | For | For |
| MARRIOTT | | | |
| 1.6 | ELECTION OF DIRECTOR: JOHN B. MORSE, | Management | For | For |
| JR. | | | |
| 1.7 | ELECTION OF DIRECTOR: WALTER C. | Management | For | For |
| RAKOWICH | | | |
| 1.8 | ELECTION OF DIRECTOR: GORDON H. SMITH | Management | For | For |
| 1.9 | ELECTION OF DIRECTOR: W. EDWARD | Management | For | For |
| WALTER | | | |
| 2. | RATIFY APPOINTMENT OF KPMG LLP AS | Management | For | For |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTANTS FOR 2015. | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | STOCKHOLDER PROPOSAL RELATING TO | Shareholder | Against | For |
| BYLAW AMENDMENTS. | | | |
| KOHL'S CORPORATION | | |
| Security | 500255104 | Meeting Type | Annual |
| Ticker Symbol | KSS | Meeting Date | 14-May-2015 |
| ISIN | US5002551043 | Agenda | 934150094 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: PETER | Management | For | For |
| BONEPARTH | | | |
| 1B. | ELECTION OF DIRECTOR: STEVEN A. BURD | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DALE E. JONES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: KEVIN MANSELL | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: JOHN E. | Management | For | For |
| SCHLIFSKE | | | |
| 1F. | ELECTION OF DIRECTOR: FRANK V. SICA | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: STEPHANIE A. | Management | For | For |
| STREETER | | | |
| 1H. | ELECTION OF DIRECTOR: NINA G. VACA | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: STEPHEN E. | Management | For | For |
| WATSON | | | |
| 2. | RATIFY APPOINTMENT OF ERNST & YOUNG | Management | For | For |
| LLP AS INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM. | | | |
| 3. | ADVISORY VOTE ON APPROVAL OF NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 4. | SHAREHOLDER PROPOSAL: RECOVERY OF | Shareholder | For | Against |
| UNEARNED MANAGEMENT BONUSES. | | | |
| 5. | SHAREHOLDER PROPOSAL: PROXY | Shareholder | Against | For |
| ACCESS. | | | |
Page 38 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| 3D SYSTEMS CORPORATION | | |
| Security | 88554D205 | Meeting Type | Annual |
| Ticker Symbol | DDD | Meeting Date | 19-May-2015 |
| ISIN | US88554D2053 | Agenda | 934169687 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: WILLIAM E. | Management | For | For |
| CURRAN | | | |
| 1B. | ELECTION OF DIRECTOR: PETER H. | Management | For | For |
| DIAMANDIS | | | |
| 1C. | ELECTION OF DIRECTOR: CHARLES W. HULL | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: WILLIAM D. | Management | For | For |
| HUMES | | | |
| 1E. | ELECTION OF DIRECTOR: JIM D. KEVER | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: G. WALTER | Management | For | For |
| LOEWENBAUM, II | | | |
| 1G. | ELECTION OF DIRECTOR: KEVIN S. MOORE | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: ABRAHAM N. | Management | For | For |
| REICHENTAL | | | |
| 1I. | ELECTION OF DIRECTOR: DANIEL S. VAN | Management | For | For |
| RIPER | | | |
| 1J. | ELECTION OF DIRECTOR: KAREN E. WELKE | Management | For | For |
| 2. | APPROVAL OF THE 2015 INCENTIVE PLAN. | Management | For | For |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| BDO USA, LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2015. | | | |
| DENBURY RESOURCES INC. | | |
| Security | 247916208 | Meeting Type | Annual |
| Ticker Symbol | DNR | Meeting Date | 19-May-2015 |
| ISIN | US2479162081 | Agenda | 934169699 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | WIELAND F. WETTSTEIN | | For | For |
| 2 | MICHAEL B. DECKER | | For | For |
| 3 | JOHN P. DIELWART | | For | For |
| 4 | GREGORY L. MCMICHAEL | | For | For |
| 5 | KEVIN O. MEYERS | | For | For |
| 6 | PHIL RYKHOEK | | For | For |
| 7 | RANDY STEIN | | For | For |
| 8 | LAURA A. SUGG | | For | For |
| 2. | AN ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION | | | |
| 3. | TO VOTE ON THE AMENDMENT AND | Management | For | For |
| RESTATEMENT OF OUR 2004 OMNIBUS | | | |
| STOCK AND INCENTIVE PLAN, INCLUDING | | | |
| TO INCREASE THE NUMBER OF RESERVED | | | |
| SHARES AND FOR INTERNAL REVENUE | | | |
| CODE SECTION 162(M) QUALIFICATION | | | |
| 4. | TO RATIFY THE AUDIT COMMITTEE'S | Management | For | For |
| SELECTION OF | | | |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR 2015 | | | |
Page 39 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| FISERV, INC. | | |
| Security | 337738108 | Meeting Type | Annual |
| Ticker Symbol | FISV | Meeting Date | 20-May-2015 |
| ISIN | US3377381088 | Agenda | 934167811 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | ALISON DAVIS | | For | For |
| 2 | CHRISTOPHER M. FLINK | | For | For |
| 3 | DANIEL P. KEARNEY | | For | For |
| 4 | DENNIS F. LYNCH | | For | For |
| 5 | DENIS J. O'LEARY | | For | For |
| 6 | GLENN M. RENWICK | | For | For |
| 7 | KIM M. ROBAK | | For | For |
| 8 | DOYLE R. SIMONS | | For | For |
| 9 | THOMAS C. WERTHEIMER | | For | For |
| 10 | JEFFERY W. YABUKI | | For | For |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF THE NAMED EXECUTIVE | | | |
| OFFICERS OF FISERV, INC. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| FISERV, INC. FOR 2015. | | | |
| 4. | A SHAREHOLDER PROPOSAL RELATING TO | Shareholder | Against | For |
| EXECUTIVE RETENTION OF STOCK. | | | |
| INGREDION INC | | |
| Security | 457187102 | Meeting Type | Annual |
| Ticker Symbol | INGR | Meeting Date | 20-May-2015 |
| ISIN | US4571871023 | Agenda | 934171478 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: LUIS ARANGUREN- | Management | For | For |
| TRELLEZ | | | |
| 1B. | ELECTION OF DIRECTOR: DAVID B. FISCHER | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ILENE S. GORDON | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: PAUL HANRAHAN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: RHONDA L. | Management | For | For |
| JORDAN | | | |
| 1F. | ELECTION OF DIRECTOR: GREGORY B. | Management | For | For |
| KENNY | | | |
| 1G. | ELECTION OF DIRECTOR: BARBARA A. KLEIN | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: VICTORIA J. REICH | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: DWAYNE A. | Management | For | For |
| WILSON | | | |
| 2. | TO APPROVE, BY ADVISORY VOTE, THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| "NAMED EXECUTIVE OFFICERS" | | | |
| 3. | TO APPROVE THE INGREDION | Management | For | For |
| INCORPORATED ANNUAL INCENTIVE PLAN | | | |
| 4. | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS THE INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM OF THE COMPANY AND | | | |
| ITS SUBSIDIARIES, IN RESPECT OF THE | | | |
| COMPANY'S OPERATIONS IN 2015 | | | |
Page 40 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ANNALY CAPITAL MANAGEMENT, INC. | | |
| Security | 035710409 | Meeting Type | Annual |
| Ticker Symbol | NLY | Meeting Date | 21-May-2015 |
| ISIN | US0357104092 | Agenda | 934172800 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: WELLINGTON J. | Management | For | For |
| DENAHAN | | | |
| 1B. | ELECTION OF DIRECTOR: MICHAEL HAYLON | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: DONNELL A. | Management | For | For |
| SEGALAS | | | |
| 2. | THE PROPOSAL TO APPROVE A NON- | Management | For | For |
| BINDING ADVISORY RESOLUTION ON | | | |
| EXECUTIVE COMPENSATION. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR 2015. | | | |
| EXPEDITORS INT'L OF WASHINGTON, INC. | | |
| Security | 302130109 | Meeting Type | Annual |
| Ticker Symbol | EXPD | Meeting Date | 21-May-2015 |
| ISIN | US3021301094 | Agenda | 934178080 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A | ELECTION OF DIRECTOR: ROBERT R. | Management | For | For |
| WRIGHT | | | |
| 1B | ELECTION OF DIRECTOR: MARK A. EMMERT | Management | For | For |
| 1C | ELECTION OF DIRECTOR: DAN P. | Management | For | For |
| KOURKOUMELIS | | | |
| 1D | ELECTION OF DIRECTOR: MICHAEL J. | Management | For | For |
| MALONE | | | |
| 1E | ELECTION OF DIRECTOR: RICHARD B. | Management | For | For |
| MCCUNE | | | |
| 1F | ELECTION OF DIRECTOR: JOHN W. | Management | For | For |
| MEISENBACH | | | |
| 1G | ELECTION OF DIRECTOR: JEFFREY S. | Management | For | For |
| MUSSER | | | |
| 1H | ELECTION OF DIRECTOR: LIANE J. | Management | For | For |
| PELLETIER | | | |
| 1I | ELECTION OF DIRECTOR: JAMES L.K. WANG | Management | For | For |
| 1J | ELECTION OF DIRECTOR: TAY YOSHITANI | Management | For | For |
| 2 | ADVISORY VOTE TO APPROVE NAMED | Management | Against | Against |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3 | APPROVE 2015 STOCK OPTION PLAN. | Management | Against | Against |
| 4 | RATIFICATION OF OUR INDEPENDENT | Management | For | For |
| REGISTERED PUBLIC ACCOUNTING FIRM. | | | |
| 5 | ADVISORY VOTE TO APPROVE COMPANY- | Management | For | For |
| SPONSORED PROXY ACCESS FRAMEWORK. | | | |
| 6 | SHAREHOLDER PROPOSAL: PROXY | Shareholder | Against | For |
| ACCESS. | | | |
| 7 | SHAREHOLDER PROPOSAL: | Shareholder | For | Against |
| PERFORMANCE-BASED EXECUTIVE EQUITY | | | |
| AWARDS. | | | |
| 8 | SHAREHOLDER PROPOSAL: NO | Shareholder | For | Against |
| ACCELERATED VESTING OF EQUITY | | | |
| AWARDS. | | | |
| 9 | SHAREHOLDER PROPOSAL: RETAIN | Shareholder | Against | For |
| SIGNIFICANT STOCK FROM EQUITY | | | |
| COMPENSATION. | | | |
| 10 | SHAREHOLDER PROPOSAL: RECOVERY OF | Shareholder | Against | For |
| UNEARNED MANAGEMENT BONUSES. | | | |
Page 41 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| LUMBER LIQUIDATORS HOLDINGS, INC. | | |
| Security | 55003T107 | Meeting Type | Annual |
| Ticker Symbol | LL | Meeting Date | 21-May-2015 |
| ISIN | US55003T1079 | Agenda | 934171606 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | DOUGLAS T. MOORE | | For | For |
| 2 | NANCY M. TAYLOR | | For | For |
| 3 | JIMMIE L. WADE | | For | For |
| 2. | PROPOSAL TO RATIFY THE SELECTION OF | Management | For | For |
| ERNST & YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE FISCAL YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| 3. | PROPOSAL TO PROVIDE ADVISORY (NON- | Management | For | For |
| BINDING) APPROVAL OF NAMED EXECUTIVE | | | |
| OFFICER COMPENSATION. | | | |
| UNUM GROUP | | |
| Security | 91529Y106 | Meeting Type | Annual |
| Ticker Symbol | UNM | Meeting Date | 21-May-2015 |
| ISIN | US91529Y1064 | Agenda | 934162859 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: CYNTHIA L. EGAN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: PAMELA H. | Management | For | For |
| GODWIN | | | |
| 1C. | ELECTION OF DIRECTOR: TIMOTHY F. | Management | For | For |
| KEANEY | | | |
| 1D. | ELECTION OF DIRECTOR: THOMAS KINSER | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: GLORIA C. | Management | For | For |
| LARSON | | | |
| 1F. | ELECTION OF DIRECTOR: A.S. MACMILLAN, | Management | For | For |
| JR. | | | |
| 1G. | ELECTION OF DIRECTOR: RICHARD P. | Management | For | For |
| MCKENNEY | | | |
| 1H. | ELECTION OF DIRECTOR: EDWARD J. MUHL | Management | For | For |
| 1I. | ELECTION OF DIRECTOR: WILLIAM J. RYAN | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: THOMAS R. | Management | For | For |
| WATJEN | | | |
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | Against | Against |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3. | TO RATIFY THE APPOINTMENT OF ERNST & | Management | For | For |
| YOUNG LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR 2015. | | | |
Page 42 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| CAMECO CORPORATION | | |
| Security | 13321L108 | Meeting Type | Annual |
| Ticker Symbol | CCJ | Meeting Date | 22-May-2015 |
| ISIN | CA13321L1085 | Agenda | 934171884 - Management |
| Item | Proposal | | Vote | For/Against |
| A | YOU DECLARE THAT THE SHARES | Management | Against | For |
| REPRESENTED BY THIS VOTING | | | |
| INSTRUCTION FORM ARE HELD, | | | |
| BENEFICIALLY OWNED OR CONTROLLED, | | | |
| EITHER DIRECTLY OR INDIRECTLY, BY A | | | |
| RESIDENT OF CANADA AS DEFINED BELOW. | | | |
| IF THE SHARES ARE HELD IN THE NAMES OF | | | |
| TWO OR MORE PEOPLE, YOU DECLARE | | | |
| THAT ALL OF THESE PEOPLE ARE | | | |
| RESIDENTS OF CANADA. NOTE: "FOR" = YES, | | | |
| "ABSTAIN" = NO "AGAINST" WILL BE | | | |
| TREATED AS NOT MARKED | | | |
| B | DIRECTOR | | Management | | |
| 1 | IAN BRUCE | | For | For |
| 2 | DANIEL CAMUS | | For | For |
| 3 | JOHN CLAPPISON | | For | For |
| 4 | JAMES CURTISS | | For | For |
| 5 | DONALD DERANGER | | For | For |
| 6 | CATHERINE GIGNAC | | For | For |
| 7 | TIM GITZEL | | For | For |
| 8 | JAMES GOWANS | | For | For |
| 9 | NANCY HOPKINS | | For | For |
| 10 | ANNE MCLELLAN | | For | For |
| 11 | NEIL MCMILLAN | | For | For |
| C | APPOINT KPMG LLP AS AUDITORS | Management | For | For |
| D | RESOLVED, ON AN ADVISORY BASIS AND | Management | For | For |
| NOT TO DIMINISH THE ROLE AND | | | |
| RESPONSIBILITIES OF THE BOARD OF | | | |
| DIRECTORS, THAT THE SHAREHOLDERS | | | |
| ACCEPT THE APPROACH TO EXECUTIVE | | | |
| COMPENSATION DISCLOSED IN CAMECO'S | | | |
| MANAGEMENT PROXY CIRCULAR | | | |
| DELIVERED IN ADVANCE OF THE 2015 | | | |
| ANNUAL MEETING OF SHAREHOLDERS. | | | |
| MAXWELL TECHNOLOGIES, INC. | | |
| Security | 577767106 | Meeting Type | Annual |
| Ticker Symbol | MXWL | Meeting Date | 22-May-2015 |
| ISIN | US5777671067 | Agenda | 934174563 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | FRANZ FINK | | For | For |
| 2 | ROGER HOWSMON | | For | For |
| 2 | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| BDO USA, LLP AS OUR INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2015. | | | |
| 3 | TO APPROVE AN INCREASE IN THE NUMBER | Management | Against | Against |
| OF SHARES OF COMMON STOCK RESERVED | | | |
| FOR ISSUANCE UNDER THE 2013 OMNIBUS | | | |
| EQUITY INCENTIVE PLAN BY 1,500,000. | | | |
| 4 | TO APPROVE, ON AN ADVISORY BASIS, OUR | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
Page 43 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ZIONS BANCORPORATION | | |
| Security | 989701107 | Meeting Type | Annual |
| Ticker Symbol | ZION | Meeting Date | 22-May-2015 |
| ISIN | US9897011071 | Agenda | 934167532 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: JERRY C. ATKIN | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN C. | Management | For | For |
| ERICKSON | | | |
| 1C. | ELECTION OF DIRECTOR: PATRICIA FROBES | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: SUREN K. GUPTA | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: J. DAVID HEANEY | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: VIVIAN S. LEE | Management | For | For |
| 1G. | ELECTION OF DIRECTOR: EDWARD F. | Management | For | For |
| MURPHY | | | |
| 1H. | ELECTION OF DIRECTOR: ROGER B. | Management | For | For |
| PORTER | | | |
| 1I. | ELECTION OF DIRECTOR: STEPHEN D. | Management | For | For |
| QUINN | | | |
| 1J. | ELECTION OF DIRECTOR: HARRIS H. | Management | For | For |
| SIMMONS | | | |
| 1K. | ELECTION OF DIRECTOR: L.E. SIMMONS | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: SHELLEY THOMAS | Management | For | For |
| WILLIAMS | | | |
| 1M. | ELECTION OF DIRECTOR: STEVEN C. | Management | For | For |
| WHEELWRIGHT | | | |
| 2. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM TO | | | |
| AUDIT THE COMPANY'S FINANCIAL | | | |
| STATEMENTS FOR THE CURRENT FISCAL | | | |
| YEAR. | | | |
| 3. | APPROVAL, ON A NONBINDING ADVISORY | Management | For | For |
| BASIS, OF THE COMPENSATION PAID TO | | | |
| THE COMPANY'S NAMED EXECUTIVE | | | |
| OFFICERS WITH RESPECT TO THE FISCAL | | | |
| YEAR ENDED DECEMBER 31, 2014. | | | |
| 4. | APPROVAL OF THE COMPANY'S 2015 | Management | For | For |
| OMNIBUS INCENTIVE PLAN. | | | |
| 5. | THAT THE SHAREHOLDERS REQUEST THE | Shareholder | Against | For |
| BOARD OF DIRECTORS TO ESTABLISH A | | | |
| POLICY REQUIRING THAT THE BOARD'S | | | |
| CHAIRMAN BE AN "INDEPENDENT" | | | |
| DIRECTOR. | | | |
Page 44 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| FLAGSTAR BANCORP, INC. | | |
| Security | 337930705 | Meeting Type | Annual |
| Ticker Symbol | FBC | Meeting Date | 28-May-2015 |
| ISIN | US3379307057 | Agenda | 934184588 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ALESSANDRO P. | Management | For | For |
| DINELLO | | | |
| 1B. | ELECTION OF DIRECTOR: JAY J. HANSEN | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: JOHN D. LEWIS | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: DAVID J. MATLIN | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: BRUCE E. NYBERG | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: JAMES A. | Management | For | For |
| OVENDEN | | | |
| 1G. | ELECTION OF DIRECTOR: PETER SCHOELS | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: DAVID L. | Management | For | For |
| TREADWELL | | | |
| 2. | TO RATIFY THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| COMPANY'S INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE YEAR | | | |
| ENDING DECEMBER 31, 2015. | | | |
| 3. | TO ADOPT AN ADVISORY (NON-BINDING) | Management | For | For |
| RESOLUTION TO APPROVE NAMED | | | |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| MASIMO CORPORATION | | |
| Security | 574795100 | Meeting Type | Annual |
| Ticker Symbol | MASI | Meeting Date | 02-Jun-2015 |
| ISIN | US5747951003 | Agenda | 934222441 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | ELECTION OF CLASS II DIRECTOR: MR. JOE | Management | For | For |
| KIANI | | | |
| 2. | TO RATIFY THE SELECTION OF GRANT | Management | For | For |
| THORNTON LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR 2015. | | | |
| 3. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
Page 45 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| NXP SEMICONDUCTORS NV. | | |
| Security | N6596X109 | Meeting Type | Annual |
| Ticker Symbol | NXPI | Meeting Date | 02-Jun-2015 |
| ISIN | NL0009538784 | Agenda | 934222566 - Management |
| Item | Proposal | | Vote | For/Against |
| 2C. | ADOPTION OF THE 2014 STATUTORY | Management | For | For |
| ANNUAL ACCOUNTS | | | |
| 2D. | GRANTING DISCHARGE TO THE DIRECTORS | Management | For | For |
| FOR THEIR RESPONSIBILITIES IN THE | | | |
| FINANCIAL YEAR 2014 | | | |
| 3A. | PROPOSAL TO RE-APPOINT MR. RICHARD L. | Management | For | For |
| CLEMMER AS EXECUTIVE DIRECTOR WITH | | | |
| EFFECT FROM JUNE 2, 2015 | | | |
| 3B. | PROPOSAL TO RE-APPOINT SIR PETER | Management | For | For |
| BONFIELD AND NON-EXECUTIVE DIRECTOR | | | |
| WITH EFFECT FROM JUNE 2, 2015 | | | |
| 3C. | PROPOSAL TO RE-APPOINT MR. JOHANNES | Management | For | For |
| P. HUTH AS NON-EXECUTIVE DIRECTOR | | | |
| WITH EFFECT FROM JUNE 2, 2015 | | | |
| 3D. | PROPOSAL TO RE-APPOINT MR. KENNETH A. | Management | For | For |
| GOLDMAN AS NON-EXECUTIVE DIRECTOR | | | |
| WITH EFFECT FROM JUNE 2, 2015 | | | |
| 3E. | PROPOSAL TO RE-APPOINT DR. MARION | Management | For | For |
| HELMES AS NON-EXECUTIVE DIRECTOR | | | |
| WITH EFFECT FROM JUNE 2, 2015 | | | |
| 3F. | PROPOSAL TO RE-APPOINT MR. JOSEPH | Management | For | For |
| KAESER AS NON-EXECUTIVE DIRECTOR | | | |
| WITH EFFECT FROM JUNE 2, 2015 | | | |
| 3G. | PROPOSAL TO RE-APPOINT MR. IAN LORING | Management | For | For |
| AS NON-EXECUTIVE DIRECTOR WITH | | | |
| EFFECT FROM JUNE 2, 2015 | | | |
| 3H. | PROPOSAL TO RE-APPOINT MR. ERIC | Management | For | For |
| MEURICE AS NON-EXECUTIVE DIRECTOR | | | |
| WITH EFFECT FROM JUNE 2, 2015 | | | |
| 3I. | PROPOSAL TO RE-APPOINT MS. JULIE | Management | For | For |
| SOUTHERN AS NON-EXECUTIVE DIRECTOR | | | |
| EFFECT FROM JUNE 2, 2015 | | | |
| 3J. | PROPOSAL TO APPOINT DR. RICK TSAI AS | Management | For | For |
| NON-EXECUTIVE DIRECTOR WITH EFFECT | | | |
| FROM JUNE 2, 2015 | | | |
| 4A. | AUTHORIZATION OF THE BOARD OF | Management | For | For |
| DIRECTORS TO ISSUE SHARES OR GRANT | | | |
| RIGHTS TO ACQUIRE SHARES | | | |
| 4B. | AUTHORIZATION OF THE BOARD OF | Management | For | For |
| DIRECTORS TO RESTRICT OR EXCLUDE | | | |
| PRE-EMPTION RIGHTS | | | |
| 5. | AUTHORIZATION OF THE BOARD OF | Management | For | For |
| DIRECTORS TO REPURCHASE SHARES IN | | | |
| THE COMPANY'S CAPITAL | | | |
| 6. | AUTHORIZATION TO CANCEL | Management | For | For |
| REPURCHASED SHARES IN THE COMPANY'S | | | |
| CAPITAL | | | |
| 7. | RE-APPOINTMENT OF KPMG ACCOUNTANTS | Management | For | For |
| N.V. AS THE COMPANY'S EXTERNAL | | | |
| AUDITOR | | | |
Page 46 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| THE FRESH MARKET, INC. | | |
| Security | 35804H106 | Meeting Type | Annual |
| Ticker Symbol | TFM | Meeting Date | 02-Jun-2015 |
| ISIN | US35804H1068 | Agenda | 934213670 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | BOB SASSER | | For | For |
| 2 | ROBERT K. SHEARER | | For | For |
| 3 | STEVEN TANGER | | For | For |
| 2. | ADVISORY VOTE TO APPROVE NAMED | Management | For | For |
| EXECUTIVE OFFICER COMPENSATION. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| ERNST & YOUNG LLP AS OUR COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL 2015. | | | |
| URBAN OUTFITTERS, INC. | | |
| Security | 917047102 | Meeting Type | Annual |
| Ticker Symbol | URBN | Meeting Date | 02-Jun-2015 |
| ISIN | US9170471026 | Agenda | 934142756 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A | ELECTION OF DIRECTOR: EDWARD N. | Management | For | For |
| ANTOIAN | | | |
| 1B | ELECTION OF DIRECTOR: SCOTT A. BELAIR | Management | For | For |
| 1C | ELECTION OF DIRECTOR: HARRY S. | Management | For | For |
| CHERKEN, JR. | | | |
| 1D | ELECTION OF DIRECTOR: MARGARET A. | Management | For | For |
| HAYNE | | | |
| 1E | ELECTION OF DIRECTOR: RICHARD A. | Management | For | For |
| HAYNE | | | |
| 1F | ELECTION OF DIRECTOR: ELIZABETH ANN | Management | For | For |
| LAMBERT | | | |
| 1G | ELECTION OF DIRECTOR: JOEL S. LAWSON | Management | For | For |
| III | | | |
| 1H | ELECTION OF DIRECTOR: ROBERT H. | Management | For | For |
| STROUSE | | | |
| 2 | TO RATIFY THE APPOINTMENT OF DELOITTE | Management | For | For |
| & TOUCHE LLP AS THE COMPANY'S | | | |
| INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR FISCAL YEAR 2016. | | | |
| 3 | TO RE-APPROVE THE URBAN OUTFITTERS | Management | For | For |
| EXECUTIVE INCENTIVE PLAN. | | | |
| 4 | SHAREHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| HUMAN RIGHTS REPORT. | | | |
| 5 | SHAREHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| PROXY ACCESS. | | | |
Page 47 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| ALLIANCE DATA SYSTEMS CORPORATION | | |
| Security | 018581108 | Meeting Type | Annual |
| Ticker Symbol | ADS | Meeting Date | 03-Jun-2015 |
| ISIN | US0185811082 | Agenda | 934194628 - Management |
| Item | Proposal | | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: BRUCE K. | Management | For | For |
| ANDERSON | | | |
| 1.2 | ELECTION OF DIRECTOR: ROGER H. BALLOU | Management | For | For |
| 1.3 | ELECTION OF DIRECTOR: D. KEITH COBB | Management | For | For |
| 1.4 | ELECTION OF DIRECTOR: E. LINN DRAPER, | Management | For | For |
| JR. | | | |
| 1.5 | ELECTION OF DIRECTOR: EDWARD J. | Management | For | For |
| HEFFERNAN | | | |
| 1.6 | ELECTION OF DIRECTOR: KENNETH R. | Management | For | For |
| JENSEN | | | |
| 1.7 | ELECTION OF DIRECTOR: ROBERT A. | Management | For | For |
| MINICUCCI | | | |
| 1.8 | ELECTION OF DIRECTOR: LAURIE A. TUCKER | Management | For | For |
| 2. | ADVISORY APPROVAL OF EXECUTIVE | Management | For | For |
| COMPENSATION. | | | |
| 3. | APPROVAL OF 2015 OMNIBUS INCENTIVE | Management | Against | Against |
| PLAN. | | | |
| 4. | APPROVAL OF 2015 EMPLOYEE STOCK | Management | For | For |
| PURCHASE PROGRAM. | | | |
| 5. | TO RATIFY THE SELECTION OF DELOITTE & | Management | For | For |
| TOUCHE LLP AS THE INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM OF | | | |
| ALLIANCE DATA SYSTEMS CORPORATION | | | |
| FOR 2015. | | | |
| 6. | STOCKHOLDER PROPOSAL REGARDING | Shareholder | Against | For |
| PROXY ACCESS. | | | |
| INGERSOLL-RAND PLC | | |
| Security | G47791101 | Meeting Type | Annual |
| Ticker Symbol | IR | Meeting Date | 04-Jun-2015 |
| ISIN | IE00B6330302 | Agenda | 934200659 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: ANN C. BERZIN` | Management | For | For |
| 1B. | ELECTION OF DIRECTOR: JOHN BRUTON | Management | For | For |
| 1C. | ELECTION OF DIRECTOR: ELAINE L. CHAO | Management | For | For |
| 1D. | ELECTION OF DIRECTOR: JARED L. COHON | Management | For | For |
| 1E. | ELECTION OF DIRECTOR: GARY D. FORSEE | Management | For | For |
| 1F. | ELECTION OF DIRECTOR: CONSTANCE J. | Management | For | For |
| HORNER | | | |
| 1G. | ELECTION OF DIRECTOR: LINDA P. HUDSON | Management | For | For |
| 1H. | ELECTION OF DIRECTOR: MICHAEL W. | Management | For | For |
| LAMACH | | | |
| 1I. | ELECTION OF DIRECTOR: MYLES P. LEE | Management | For | For |
| 1J. | ELECTION OF DIRECTOR: JOHN P. SURMA | Management | For | For |
| 1K. | ELECTION OF DIRECTOR: RICHARD J. SWIFT | Management | For | For |
| 1L. | ELECTION OF DIRECTOR: TONY L. WHITE | Management | For | For |
| 2. | ADVISORY APPROVAL OF THE | Management | For | For |
| COMPENSATION OF THE COMPANY'S | | | |
| NAMED EXECUTIVE OFFICERS. | | | |
| 3. | APPROVAL OF THE APPOINTMENT OF | Management | For | For |
| INDEPENDENT AUDITORS OF THE COMPANY | | | |
| AND AUTHORIZATION OF THE AUDIT | | | |
| COMMITTEE OF THE BOARD OF DIRECTORS | | | |
| TO SET THE AUDITORS' REMUNERATION. | | | |
| 4. | APPROVAL OF THE RENEWAL OF THE | Management | For | For |
| DIRECTORS' EXISTING AUTHORITY TO | | | |
| ISSUE SHARES. | | | |
| 5. | APPROVAL OF THE RENEWAL OF THE | Management | For | For |
| DIRECTORS' EXISTING AUTHORITY TO | | | |
| ISSUE SHARES FOR THE CASH WITHOUT | | | |
| FIRST OFFERING SHARES TO EXISTING | | | |
| SHAREHOLDERS. (SPECIAL RESOLUTION) | | | |
| 6. | DETERMINATION OF THE PRICE RANGE AT | Management | For | For |
| WHICH THE COMPANY CAN REISSUE | | | |
| SHARES THAT IT HOLDS AS TREASURY | | | |
| SHARES.(SPECIAL RESOLUTION) | | | |
Page 48 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| JARDEN CORPORATION | | |
| Security | 471109108 | Meeting Type | Annual |
| Ticker Symbol | JAH | Meeting Date | 04-Jun-2015 |
| ISIN | US4711091086 | Agenda | 934190098 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | MARTIN E. FRANKLIN | | For | For |
| 2 | JAMES E. LILLIE | | For | For |
| 3 | MICHAEL S. GROSS | | For | For |
| 4 | ROS L'ESPERANCE | | For | For |
| 2. | APPROVAL OF AN AMENDMENT TO THE | Management | Against | Against |
| COMPANY'S RESTATED CERTIFICATE OF | | | |
| INCORPORATION, AS AMENDED, TO | | | |
| INCREASE THE NUMBER OF SHARES OF | | | |
| AUTHORIZED COMMON STOCK FROM | | | |
| 300,000,000 TO 500,000,000. | | | |
| 3. | RATIFICATION OF THE APPOINTMENT OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS | | | |
| JARDEN CORPORATION'S INDEPENDENT | | | |
| REGISTERED PUBLIC ACCOUNTING FIRM | | | |
| FOR THE YEAR ENDING DECEMBER 31, 2015. | | | |
| 4. | ADVISORY APPROVAL OF JARDEN | Management | Against | Against |
| CORPORATION'S EXECUTIVE | | | |
| COMPENSATION. | | | |
| NATUS MEDICAL INCORPORATED | | |
| Security | 639050103 | Meeting Type | Annual |
| Ticker Symbol | BABY | Meeting Date | 04-Jun-2015 |
| ISIN | US6390501038 | Agenda | 934198854 - Management |
| Item | Proposal | | Vote | For/Against |
| 1A. | ELECTION OF DIRECTOR: DORIS E. | Management | For | For |
| ENGIBOUS | | | |
| 1B. | ELECTION OF DIRECTOR: WILLIAM M. | Management | For | For |
| MOORE | | | |
| 2 | TO RATIFY THE APPOINTMENT OF KPMG LLP | Management | For | For |
| AS OUR INDEPENDENT REGISTERED PUBLIC | | | |
| ACCOUNTING FIRM FOR THE YEAR ENDING | | | |
| DECEMBER 31, 2015. | | | |
| 3 | ADVISORY APPROVAL OF THE COMPANY'S | Management | For | For |
| NAMED EXECUTIVE OFFICER | | | |
| COMPENSATION. | | | |
| 4 | TO APPROVE THE NATUS MEDICAL | Management | For | For |
| INCORPORATED CASH INCENTIVE PLAN. | | | |
Page 49 of 50
Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015
| MEDASSETS, INC. | | |
| Security | 584045108 | Meeting Type | Annual |
| Ticker Symbol | MDAS | Meeting Date | 11-Jun-2015 |
| ISIN | US5840451083 | Agenda | 934224673 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | C.A. (LANCE) PICCOLO | | For | For |
| 2 | BRUCE F. WESSON | | For | For |
| 3 | CAROL J. ZIERHOFFER | | For | For |
| 2. | TO RATIFY THE APPOINTMENT OF KPMG | Management | For | For |
| LLP, AS THE INDEPENDENT REGISTERED | | | |
| PUBLIC ACCOUNTING FIRM FOR THE | | | |
| COMPANY FOR THE FISCAL YEAR ENDING | | | |
| DECEMBER 31, 2015. | | | |
| 3. | TO APPROVE THE COMPENSATION OF THE | Management | For | For |
| COMPANY'S NAMED EXECUTIVE OFFICERS. | | | |
| CAVIUM, INC. | | |
| Security | 14964U108 | Meeting Type | Annual |
| Ticker Symbol | CAVM | Meeting Date | 18-Jun-2015 |
| ISIN | US14964U1088 | Agenda | 934211981 - Management |
| Item | Proposal | | Vote | For/Against |
| 1. | DIRECTOR | | Management | | |
| 1 | SANJAY MEHROTRA | | For | For |
| 2 | MADHAV V. RAJAN | | For | For |
| 2 | TO RATIFY THE SELECTION OF | Management | For | For |
| PRICEWATERHOUSECOOPERS LLP AS THE | | | |
| INDEPENDENT AUDITORS OF CAVIUM, INC. | | | |
| FOR ITS FISCAL YEAR ENDING DECEMBER | | | |
| 31, 2015. | | | | |
| 3 | TO APPROVE, ON AN ADVISORY BASIS, THE | Management | For | For |
| COMPENSATION OF CAVIUM, INC.'S NAMED | | | |
| EXECUTIVE OFFICERS. | | | |
| CHICO'S FAS, INC. | | |
| Security | 168615102 | Meeting Type | Annual |
| Ticker Symbol | CHS | Meeting Date | 25-Jun-2015 |
| ISIN | US1686151028 | Agenda | 934220473 - Management |
| Item | Proposal | | Vote | For/Against |
| 1.1 | ELECTION OF DIRECTOR: ROSS E. ROEDER | Management | For | For |
| 1.2 | ELECTION OF DIRECTOR: ANDREA M. WEISS | Management | For | For |
| 2. | PROPOSAL TO RATIFY THE APPOINTMENT | Management | For | For |
| OF ERNST & YOUNG, LLP AS INDEPENDENT | | | |
| CERTIFIED PUBLIC ACCOUNTANTS. | | | |
| 3. | ADVISORY RESOLUTION TO APPROVE | Management | For | For |
| EXECUTIVE COMPENSATION. | | | |
| 4. | PROPOSAL TO APPROVE PAYMENTS UNDER | Management | For | For |
| CHICO'S FAS, INC.'S CASH BONUS | | | |
| INCENTIVE PLAN. | | | |
Thompson Bond Fund
There were no matters relating to a portfolio security considered at any shareholder meetings held during the reporting period and with respect to which the registrant was entitled to vote.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THOMPSON IM FUNDS, INC. |
| | |
| By: | /s/ | Jason L. Stephens |
| | Jason L. Stephens, Chief Executive |
| | Officer |
| | |
Date: August 26, 2015 |
