Thompson LargeCap Fund (THPGX) N-PX Annual report of proxy voting record

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: 07/01/2015-06/30/2016

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 07/01/2015 to 06/30/2016

BED BATH & BEYOND INC.
Security	075896100	Meeting Type	Annual
Ticker Symbol	BBBY	Meeting Date	02-Jul-2015
ISIN	US0758961009	Agenda	934240297 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: WARREN EISENBERG	Management	For	For
1B.	ELECTION OF DIRECTOR: LEONARD FEINSTEIN	Management	For	For
1C.	ELECTION OF DIRECTOR: STEVEN H. TEMARES	Management	For	For
1D.	ELECTION OF DIRECTOR: DEAN S. ADLER	Management	For	For
1E.	ELECTION OF DIRECTOR: STANLEY F. BARSHAY	Management	For	For
1F.	ELECTION OF DIRECTOR: GERALDINE T. ELLIOTT	Management	For	For
1G.	ELECTION OF DIRECTOR: KLAUS EPPLER	Management	For	For
1H.	ELECTION OF DIRECTOR: PATRICK R. GASTON	Management	For	For
1I.	ELECTION OF DIRECTOR: JORDAN HELLER	Management	For	For
1J.	ELECTION OF DIRECTOR: VICTORIA A. MORRISON	Management	For	For
2.	RATIFICATION OF THE APPOINTMENT OF KPMG	Management	For	For
	LLP.
3.	TO APPROVE, BY NON-BINDING VOTE, THE 2014	Management	Against	Against
	COMPENSATION PAID TO THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.

NXP SEMICONDUCTORS NV.
Security	N6596X109	Meeting Type	Special
Ticker Symbol	NXPI	Meeting Date	02-Jul-2015
ISIN	NL0009538784	Agenda	934248700 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1	A) THE PROPOSAL TO APPROVE (WITHIN THE	Management	For	For
	MEANING OF ARTICLE 2:107A OF THE DUTCH CIVIL
	CODE) THE COMPLETION BY NXP OF THE MERGER
	(THE "MERGER") OF NIMBLE ACQUISITION LIMITED,
	A WHOLLY-OWNED, INDIRECT SUBSIDIARY OF NXP
	("MERGER SUB"), WITH AND INTO FREESCALE
	SEMICONDUCTOR, LTD. ("FREESCALE"), WITH
	FREESCALE SURVIVING THE MERGER AS A
	WHOLLY-OWNED, INDIRECT SUBSIDIARY OF NXP
	AND THE OTHER TRANSACTIONS CONTEMPLATED
	BY THE AGREEMENT AND PLAN OF MERGER (THE
	"MERGER AGREEMENT"), DATED AS OF ... (DUE TO
	SPACE LIMITS, SEE PROXY STATEMENT FOR FULL
	PROPOSAL)
2A	THE PROPOSAL TO APPOINT GREGORY L. SUMME	Management	For	For
	AS NON-EXECUTIVE DIRECTOR OF NXP, EFFECTIVE
	AS OF THE EFFECTIVE TIME OF THE MERGER AND
	FOR A TERM ENDING AT THE CLOSE OF THE FIRST
	NXP ANNUAL GENERAL MEETING HELD AFTER
	SUCH EFFECTIVE TIME.
2B	THE PROPOSAL TO APPOINT PETER SMITHAM AS	Management	For	For
	NON-EXECUTIVE DIRECTOR OF NXP, EFFECTIVE AS
	OF THE EFFECTIVE TIME OF THE MERGER AND FOR
	A TERM ENDING AT THE CLOSE OF THE FIRST NXP
	ANNUAL GENERAL MEETING HELD AFTER SUCH
	EFFECTIVE TIME.

Page 1 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

EXACT SCIENCES CORPORATION
Security	30063P105	Meeting Type	Annual
Ticker Symbol	EXAS	Meeting Date	23-Jul-2015
ISIN	US30063P1057	Agenda	934251581 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	THOMAS D. CAREY		For	For
	2	DANIEL J. LEVANGIE		For	For
	3	MICHAEL S. WYZGA		For	For
2.	PROPOSAL TO APPROVE ON AN ADVISORY BASIS		Management	For	For
	THE COMPENSATION OF THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.
3.	PROPOSAL TO APPROVE THE AMENDMENT AND		Management	Against	Against
	RESTATEMENT OF THE 2010 OMNIBUS LONG-TERM
	INCENTIVE PLAN, WHICH WOULD INCREASE THE
	NUMBER OF SHARES RESERVED FOR ISSUANCE
	THEREUNDER BY 8,360,000, AMONG OTHER
	CHANGES DESCRIBED IN THE PROXY STATEMENT;
	AND THE RE-APPROVAL OF INDIVIDUAL AWARD
	LIMITS AND PERFORMANCE MEASURES ... (DUE TO
	SPACE LIMITS, SEE PROXY STATEMENT FOR FULL
	PROPOSAL)
4.	PROPOSAL TO RATIFY THE SELECTION OF BDO		Management	For	For
	USA, LLP AS OUR INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2015.

MCKESSON CORPORATION
Security	58155Q103	Meeting Type	Annual
Ticker Symbol	MCK	Meeting Date	29-Jul-2015
ISIN	US58155Q1031	Agenda	934251531 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: ANDY D. BRYANT	Management	For	For
1B.	ELECTION OF DIRECTOR: WAYNE A. BUDD	Management	For	For
1C.	ELECTION OF DIRECTOR: N. ANTHONY COLES, M.D.	Management	For	For
1D.	ELECTION OF DIRECTOR: JOHN H. HAMMERGREN	Management	For	For
1E.	ELECTION OF DIRECTOR: ALTON F. IRBY III	Management	For	For
1F.	ELECTION OF DIRECTOR: M. CHRISTINE JACOBS	Management	For	For
1G.	ELECTION OF DIRECTOR: DONALD R. KNAUSS	Management	For	For
1H.	ELECTION OF DIRECTOR: MARIE L. KNOWLES	Management	For	For
1I.	ELECTION OF DIRECTOR: DAVID M. LAWRENCE,	Management	For	For
	M.D.
1J.	ELECTION OF DIRECTOR: EDWARD A. MUELLER	Management	For	For
1K.	ELECTION OF DIRECTOR: SUSAN R. SALKA	Management	For	For
2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE	Management	For	For
	& TOUCHE LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
	FISCAL YEAR ENDING MARCH 31, 2016.
3.	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Management	Against	Against
4.	REAPPROVAL OF PERFORMANCE MEASURES	Management	Against	Against
	AVAILABLE FOR PERFORMANCE-BASED AWARDS
	UNDER THE COMPANY'S MANAGEMENT INCENTIVE
	PLAN.
5.	APPROVAL OF AMENDMENTS TO AMENDED AND	Management	For	For
	RESTATED BY-LAWS TO PERMIT SHAREHOLDER
	PROXY ACCESS.
6.	SHAREHOLDER PROPOSAL ON DISCLOSURE OF	Shareholder	For	Against
	POLITICAL CONTRIBUTIONS AND EXPENDITURES.
7.	SHAREHOLDER PROPOSAL ON ACCELERATED	Shareholder	Against	For
	VESTING OF EQUITY AWARDS.

Page 2 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

BANK OF AMERICA CORPORATION
Security	060505104	Meeting Type	Special
Ticker Symbol	BAC	Meeting Date	22-Sep-2015
ISIN	US0605051046	Agenda	934269172 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1	RESOLVED, THAT THE BANK OF AMERICA	Management	For	For
	CORPORATION STOCKHOLDERS HEREBY RATIFY
	THE OCTOBER 1, 2014 AMENDMENTS TO THE
	COMPANY'S BYLAWS THAT PERMIT THE
	COMPANY'S BOARD OF DIRECTORS THE
	DISCRETION TO DETERMINE THE BOARD'S
	LEADERSHIP STRUCTURE, INCLUDING APPOINTING
	AN INDEPENDENT CHAIRMAN, OR APPOINTING A
	LEAD INDEPENDENT DIRECTOR WHEN THE
	CHAIRMAN IS NOT AN INDEPENDENT DIRECTOR.

FEDEX CORPORATION
Security	31428X106	Meeting Type	Annual
Ticker Symbol	FDX	Meeting Date	28-Sep-2015
ISIN	US31428X1063	Agenda	934269843 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JAMES L. BARKSDALE	Management	For	For
1B.	ELECTION OF DIRECTOR: JOHN A. EDWARDSON	Management	For	For
1C.	ELECTION OF DIRECTOR: MARVIN R. ELLISON	Management	For	For
1D.	ELECTION OF DIRECTOR: KIMBERLY A. JABAL	Management	For	For
1E.	ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON	Management	For	For
1F.	ELECTION OF DIRECTOR: GARY W. LOVEMAN	Management	For	For
1G.	ELECTION OF DIRECTOR: R. BRAD MARTIN	Management	For	For
1H.	ELECTION OF DIRECTOR: JOSHUA COOPER RAMO	Management	For	For
1I.	ELECTION OF DIRECTOR: SUSAN C. SCHWAB	Management	For	For
1J.	ELECTION OF DIRECTOR: FREDERICK W. SMITH	Management	For	For
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 EXECUTIVE	Management	For	For
	OFFICER COMPENSATION.
3.	RATIFICATION OF INDEPENDENT REGISTERED	Management	For	For
	PUBLIC ACCOUNTING FIRM.
4.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	For	Against
	INDEPENDENT BOARD CHAIRMAN.
5.	STOCKHOLDER PROPOSAL REGARDING TAX	Shareholder	For	Against
	PAYMENTS ON RESTRICTED STOCK AWARDS.
6.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	For	Against
	RECOVERY OF UNEARNED MANAGEMENT
	BONUSES.
7.	STOCKHOLDER PROPOSAL REGARDING PROXY	Shareholder	For	Against
	ACCESS FOR SHAREHOLDERS.
8.	STOCKHOLDER PROPOSAL REGARDING POLITICAL	Shareholder	For	Against
	DISCLOSURE AND ACCOUNTABILITY.
9.	STOCKHOLDER PROPOSAL REGARDING POLITICAL	Shareholder	For	Against
	LOBBYING AND CONTRIBUTIONS.
10.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	ALIGNMENT BETWEEN CORPORATE VALUES AND
	POLITICAL CONTRIBUTIONS.

Page 3 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

ALTERA CORPORATION
Security	021441100	Meeting Type	Special
Ticker Symbol	ALTR	Meeting Date	06-Oct-2015
ISIN	US0214411003	Agenda	934273133 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.	TO ADOPT THE AGREEMENT AND PLAN OF	Management	For	For
	MERGER, DATED AS OF MAY 31, 2015, BY AND
	AMONG INTEL CORPORATION, 615 CORPORATION
	AND ALTERA CORPORATION, AS IT MAY BE
	AMENDED FROM TIME TO TIME.
2.	TO APPROVE ANY PROPOSAL TO ADJOURN THE	Management	For	For
	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 AT
	THE TIME OF THE SPECIAL MEETING.
3.	TO APPROVE, BY NON-BINDING, ADVISORY VOTE,	Management	Against	Against
	COMPENSATION THAT WILL OR MAY BECOME
	PAYABLE BY ALTERA CORPORATION TO ITS NAMED
	EXECUTIVE OFFICERS IN CONNECTION WITH THE
	MERGER CONTEMPLATED BY THE MERGER
	AGREEMENT.

THE PROCTER & GAMBLE COMPANY
Security	742718109	Meeting Type	Annual
Ticker Symbol	PG	Meeting Date	13-Oct-2015
ISIN	US7427181091	Agenda	934272787 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: FRANCIS S. BLAKE	Management	For	For
1B.	ELECTION OF DIRECTOR: ANGELA F. BRALY	Management	For	For
1C.	ELECTION OF DIRECTOR: KENNETH I. CHENAULT	Management	For	For
1D.	ELECTION OF DIRECTOR: SCOTT D. COOK	Management	For	For
1E.	ELECTION OF DIRECTOR: SUSAN DESMOND-	Management	For	For
	HELLMANN
1F.	ELECTION OF DIRECTOR: A.G. LAFLEY	Management	For	For
1G.	ELECTION OF DIRECTOR: TERRY J. LUNDGREN	Management	For	For
1H.	ELECTION OF DIRECTOR: W. JAMES MCNERNEY,	Management	For	For
	JR.
1I.	ELECTION OF DIRECTOR: DAVID S. TAYLOR	Management	For	For
1J.	ELECTION OF DIRECTOR: MARGARET C. WHITMAN	Management	For	For
1K.	ELECTION OF DIRECTOR: MARY AGNES	Management	For	For
	WILDEROTTER
1L.	ELECTION OF DIRECTOR: PATRICIA A. WOERTZ	Management	For	For
1M.	ELECTION OF DIRECTOR: ERNESTO ZEDILLO	Management	For	For
2.	RATIFY APPOINTMENT OF THE INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM
3.	ADVISORY VOTE ON THE COMPANY'S EXECUTIVE	Management	Against	Against
	COMPENSATION (THE "SAY ON PAY" VOTE)
4.	SHAREHOLDER PROPOSAL - PROXY ACCESS	Shareholder	For	Against

LINEAR TECHNOLOGY CORPORATION
Security	535678106	Meeting Type	Annual
Ticker Symbol	LLTC	Meeting Date	04-Nov-2015
ISIN	US5356781063	Agenda	934281786 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.1	ELECTION OF DIRECTOR: ROBERT H. SWANSON,	Management	For	For
	JR.
1.2	ELECTION OF DIRECTOR: LOTHAR MAIER	Management	For	For
1.3	ELECTION OF DIRECTOR: ARTHUR C. AGNOS	Management	For	For
1.4	ELECTION OF DIRECTOR: JOHN J. GORDON	Management	For	For
1.5	ELECTION OF DIRECTOR: DAVID S. LEE	Management	For	For
1.6	ELECTION OF DIRECTOR: RICHARD M. MOLEY	Management	For	For
1.7	ELECTION OF DIRECTOR: THOMAS S. VOLPE	Management	For	For
2	TO APPROVE THE COMPANY'S AMENDMENT TO	Management	For	For
	THE 2005 EMPLOYEE STOCK PURCHASE PLAN TO
	INCREASE NUMBER OF SHARES RESERVED FOR
	ISSUANCE THEREUNDER.
3	TO HOLD AN ADVISORY VOTE ON EXECUTIVE	Management	For	For
	COMPENSATION.
4	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG	Management	For	For
	LLP AS THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM OF THE COMPANY FOR THE
	FISCAL YEAR ENDING JULY 3, 2016.

Page 4 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

MAXIM INTEGRATED PRODUCTS, INC.
Security	57772K101	Meeting Type	Annual
Ticker Symbol	MXIM	Meeting Date	12-Nov-2015
ISIN	US57772K1016	Agenda	934284136 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
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 25, 2016.
3.	TO RATIFY AND APPROVE AN AMENDMENT TO		Management	For	For
	MAXIM INTEGRATED'S 2008 EMPLOYEE STOCK
	PURCHASE PLAN TO INCREASE THE NUMBER OF
	SHARES AVAILABLE FOR ISSUANCE THEREUNDER
	BY 2,000,000 SHARES.
4.	TO RATIFY AND APPROVE AN AMENDMENT TO		Management	Against	Against
	MAXIM INTEGRATED'S 1996 STOCK INCENTIVE
	PLAN TO INCREASE THE NUMBER OF SHARES
	AVAILABLE FOR ISSUANCE THEREUNDER BY
	4,000,000 SHARES.
5.	TO RATIFY AND APPROVE AN AMENDMENT TO		Management	Against	Against
	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 TO APPROVE NAMED EXECUTIVE		Management	For	For
	OFFICER COMPENSATION.

VIAVI SOLUTIONS INC
Security	925550105	Meeting Type	Annual
Ticker Symbol	VIAV	Meeting Date	17-Nov-2015
ISIN	US9255501051	Agenda	934288526 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	RICHARD BELLUZZO		For	For
	2	KEITH BARNES		For	For
	3	TOR BRAHAM		For	For
	4	TIMOTHY CAMPOS		For	For
	5	DONALD COLVIN		For	For
	6	MASOOD JABBAR		For	For
	7	PAMELA STRAYER		For	For
2.	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	INDEPENDENT PUBLIC ACCOUNTING FIRM FOR
	VIAVI SOLUTIONS INC. FOR THE FISCAL YEAR
	ENDING JULY 2, 2016.
3.	TO APPROVE, BY NON-BINDING ADVISORY VOTE,		Management	For	For
	THE COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.

Page 5 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

ORACLE CORPORATION
Security	68389X105	Meeting Type	Annual
Ticker Symbol	ORCL	Meeting Date	18-Nov-2015
ISIN	US68389X1054	Agenda	934283083 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
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	LEON E. PANETTA		For	For
	12	NAOMI O. SELIGMAN		For	For
2.	RE-APPROVAL OF THE ORACLE CORPORATION		Management	For	For
	EXECUTIVE BONUS PLAN.
3.	ADVISORY VOTE TO APPROVE EXECUTIVE		Management	Against	Against
	COMPENSATION.
4.	RATIFICATION OF THE SELECTION OF ERNST &		Management	For	For
	YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR FISCAL YEAR 2016.
5.	STOCKHOLDER PROPOSAL REGARDING		Shareholder	Against	For
	RENEWABLE ENERGY TARGETS.
6.	STOCKHOLDER PROPOSAL REGARDING PROXY		Shareholder	Abstain	Against
	ACCESS.
7.	STOCKHOLDER PROPOSAL REGARDING		Shareholder	For	Against
	QUANTIFIABLE PERFORMANCE METRICS.
8.	STOCKHOLDER PROPOSAL REGARDING		Shareholder	Against	For
	AMENDMENT OF THE GOVERNANCE GUIDELINES.
9.	STOCKHOLDER PROPOSAL REGARDING VOTE		Shareholder	Against	For
	TABULATION.
10.	STOCKHOLDER PROPOSAL REGARDING LOBBYING		Shareholder	For	Against
	REPORT.

CISCO SYSTEMS, INC.
Security	17275R102	Meeting Type	Annual
Ticker Symbol	CSCO	Meeting Date	19-Nov-2015
ISIN	US17275R1023	Agenda	934284592 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: CAROL A. BARTZ	Management	For	For
1B.	ELECTION OF DIRECTOR: M. MICHELE BURNS	Management	For	For
1C.	ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS	Management	For	For
1D.	ELECTION OF DIRECTOR: JOHN T. CHAMBERS	Management	For	For
1E.	ELECTION OF DIRECTOR: BRIAN L. HALLA	Management	For	For
1F.	ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY	Management	For	For
1G.	ELECTION OF DIRECTOR: DR. KRISTINA M.	Management	For	For
	JOHNSON
1H.	ELECTION OF DIRECTOR: RODERICK C. MCGEARY	Management	For	For
1I.	ELECTION OF DIRECTOR: CHARLES H. ROBBINS	Management	For	For
1J.	ELECTION OF DIRECTOR: ARUN SARIN	Management	For	For
1K.	ELECTION OF DIRECTOR: STEVEN M. WEST	Management	For	For
2.	APPROVAL, ON AN ADVISORY BASIS, OF	Management	Against	Against
	EXECUTIVE COMPENSATION.
3.	RATIFICATION OF PRICEWATERHOUSECOOPERS	Management	For	For
	LLP AS CISCO'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR FISCAL 2016.
4.	APPROVAL TO REQUEST THE BOARD MAKE	Shareholder	Against	For
	EFFORTS TO IMPLEMENT A SET OF PRINCIPLES
	CALLED THE "HOLY LAND PRINCIPLES" APPLICABLE
	TO CORPORATIONS DOING BUSINESS IN
	PALESTINE-ISRAEL.
5.	APPROVAL TO REQUEST THE BOARD TO ADOPT,	Shareholder	Against	For
	AND PRESENT FOR SHAREHOLDER APPROVAL, A
	"PROXY ACCESS" BYLAW AMENDMENT.

Page 6 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

RESMED INC.
Security	761152107	Meeting Type	Annual
Ticker Symbol	RMD	Meeting Date	19-Nov-2015
ISIN	US7611521078	Agenda	934285138 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: PETER FARRELL	Management	For	For
1B.	ELECTION OF DIRECTOR: GARY PACE	Management	For	For
1C.	ELECTION OF DIRECTOR: RON TAYLOR	Management	For	For
2.	RATIFY OUR APPOINTMENT OF KPMG LLP AS OUR	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2016.
3.	APPROVE, ON AN ADVISORY BASIS, THE	Management	For	For
	COMPENSATION PAID TO OUR NAMED EXECUTIVE
	OFFICERS, AS DESCRIBED IN THE PROXY
	STATEMENT.

MICROSOFT CORPORATION
Security	594918104	Meeting Type	Annual
Ticker Symbol	MSFT	Meeting Date	02-Dec-2015
ISIN	US5949181045	Agenda	934290329 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: WILLIAM H. GATES III	Management	For	For
1B.	ELECTION OF DIRECTOR: TERI L. LIST-STOLL	Management	For	For
1C.	ELECTION OF DIRECTOR: G. MASON MORFIT	Management	For	For
1D.	ELECTION OF DIRECTOR: SATYA NADELLA	Management	For	For
1E.	ELECTION OF DIRECTOR: CHARLES H. NOSKI	Management	For	For
1F.	ELECTION OF DIRECTOR: HELMUT PANKE	Management	For	For
1G.	ELECTION OF DIRECTOR: SANDRA E. PETERSON	Management	For	For
1H.	ELECTION OF DIRECTOR: CHARLES W. SCHARF	Management	For	For
1I.	ELECTION OF DIRECTOR: JOHN W. STANTON	Management	For	For
1J.	ELECTION OF DIRECTOR: JOHN W. THOMPSON	Management	For	For
1K.	ELECTION OF DIRECTOR: PADMASREE WARRIOR	Management	For	For
2.	ADVISORY VOTE ON EXECUTIVE COMPENSATION	Management	For	For
3.	RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR	Management	For	For
	INDEPENDENT AUDITOR FOR FISCAL YEAR 2016

Page 7 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

D.R. HORTON, INC.
Security	23331A109	Meeting Type	Annual
Ticker Symbol	DHI	Meeting Date	21-Jan-2016
ISIN	US23331A1097	Agenda	934312707 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: DONALD R. HORTON	Management	For	For
1B.	ELECTION OF DIRECTOR: BARBARA K. ALLEN	Management	For	For
1C.	ELECTION OF DIRECTOR: BRAD S. ANDERSON	Management	For	For
1D.	ELECTION OF DIRECTOR: MICHAEL R. BUCHANAN	Management	For	For
1E.	ELECTION OF DIRECTOR: MICHAEL W. HEWATT	Management	For	For
2.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	Against	Against
	COMPENSATION.
3.	RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM.

JOHNSON CONTROLS, INC.
Security	478366107	Meeting Type	Annual
Ticker Symbol	JCI	Meeting Date	27-Jan-2016
ISIN	US4783661071	Agenda	934310703 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	DAVID P. ABNEY		For	For
	2	NATALIE A. BLACK		For	For
	3	JULIE L. BUSHMAN		For	For
	4	RAYMOND L. CONNER		For	For
	5	RICHARD GOODMAN		For	For
	6	JEFFREY A. JOERRES		For	For
	7	WILLIAM H. LACY		For	For
	8	ALEX A. MOLINAROLI		For	For
	9	J.P.DEL VALLE PEROCHENA		For	For
	10	MARK P. VERGNANO		For	For
2.	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR FISCAL YEAR 2016.
3.	TO APPROVE ON AN ADVISORY BASIS OUR NAMED		Management	Against	Against
	EXECUTIVE OFFICER COMPENSATION.
4.	CONSIDERATION OF A SHAREHOLDER PROPOSAL		Shareholder	Against	For
	REGARDING PROXY ACCESS, IF PROPERLY
	PRESENTED.

WALGREENS BOOTS ALLIANCE
Security	931427108	Meeting Type	Annual
Ticker Symbol	WBA	Meeting Date	27-Jan-2016
ISIN	US9314271084	Agenda	934311539 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JANICE M. BABIAK	Management	For	For
1B.	ELECTION OF DIRECTOR: DAVID J. BRAILER	Management	For	For
1C.	ELECTION OF DIRECTOR: WILLIAM C. FOOTE	Management	For	For
1D.	ELECTION OF DIRECTOR: GINGER L. GRAHAM	Management	For	For
1E.	ELECTION OF DIRECTOR: JOHN A. LEDERER	Management	For	For
1F.	ELECTION OF DIRECTOR: DOMINIC P. MURPHY	Management	For	For
1G.	ELECTION OF DIRECTOR: STEFANO PESSINA	Management	For	For
1H.	ELECTION OF DIRECTOR: BARRY ROSENSTEIN	Management	For	For
1I.	ELECTION OF DIRECTOR: LEONARD D. SCHAEFFER	Management	For	For
1J.	ELECTION OF DIRECTOR: NANCY M. SCHLICHTING	Management	For	For
1K.	ELECTION OF DIRECTOR: JAMES A. SKINNER	Management	For	For
2.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION.
3.	RATIFY DELOITTE & TOUCHE LLP AS WALGREENS	Management	For	For
	BOOTS ALLIANCE, INC.'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM.

Page 8 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

ROCKWELL AUTOMATION, INC.
Security	773903109	Meeting Type	Annual
Ticker Symbol	ROK	Meeting Date	02-Feb-2016
ISIN	US7739031091	Agenda	934314092 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
A.	DIRECTOR		Management
	1	KEITH D. NOSBUSCH		For	For
	2	WILLIAM T MCCORMICK, JR		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 AN AMENDMENT TO OUR 2012 LONG-		Management	For	For
	TERM INCENTIVES PLAN TO INCREASE SHARES
	AVAILABLE FOR DELIVERY.
E.	TO APPROVE AN AMENDMENT TO OUR BY-LAWS TO		Management	For	For
	ADD AN EXCLUSIVE FORUM PROVISION.

VISA INC.
Security	92826C839	Meeting Type	Annual
Ticker Symbol	V	Meeting Date	03-Feb-2016
ISIN	US92826C8394	Agenda	934311490 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: LLOYD A. CARNEY	Management	For	For
1B.	ELECTION OF DIRECTOR: MARY B. CRANSTON	Management	For	For
1C.	ELECTION OF DIRECTOR: FRANCISCO JAVIER	Management	For	For
	FERNANDEZ-CARBAJAL
1D.	ELECTION OF DIRECTOR: ALFRED F. KELLY, JR.	Management	For	For
1E.	ELECTION OF DIRECTOR: ROBERT W.	Management	For	For
	MATSCHULLAT
1F.	ELECTION OF DIRECTOR: CATHY E. MINEHAN	Management	For	For
1G.	ELECTION OF DIRECTOR: SUZANNE NORA	Management	For	For
	JOHNSON
1H.	ELECTION OF DIRECTOR: DAVID J. PANG	Management	For	For
1I.	ELECTION OF DIRECTOR: CHARLES W. SCHARF	Management	For	For
1J.	ELECTION OF DIRECTOR: JOHN A.C. SWAINSON	Management	For	For
1K.	ELECTION OF DIRECTOR: MAYNARD G. WEBB, JR.	Management	For	For
2.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	For	For
	COMPENSATION.
3.	APPROVAL OF VISA INC. 2007 EQUITY INCENTIVE	Management	For	For
	COMPENSATION PLAN, AS AMENDED AND
	RESTATED.
4.	APPROVAL OF VISA INC. INCENTIVE PLAN, AS	Management	Against	Against
	AMENDED AND RESTATED.
5.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP	Management	For	For
	AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR.

Page 9 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

FIDELITY INSTL CASH PORTFOLIOS
Security	316175207	Meeting Type	Special
Ticker Symbol	FMPXX	Meeting Date	12-Feb-2016
ISIN	US3161752072	Agenda	934286421 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	ELIZABETH S. ACTON		For	For
	2	JOHN ENGLER		For	For
	3	ALBERT R. GAMPER, JR.		For	For
	4	ROBERT F. GARTLAND		For	For
	5	ABIGAIL P. JOHNSON		For	For
	6	ARTHUR E. JOHNSON		For	For
	7	MICHAEL E. KENNEALLY		For	For
	8	JAMES H. KEYES		For	For
	9	MARIE L. KNOWLES		For	For
	10	GEOFFREY A. VON KUHN		For	For

HOLOGIC, INC.
Security	436440101	Meeting Type	Annual
Ticker Symbol	HOLX	Meeting Date	02-Mar-2016
ISIN	US4364401012	Agenda	934320704 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	JONATHAN CHRISTODORO		For	For
	2	SALLY W. CRAWFORD		For	For
	3	SCOTT T. GARRETT		For	For
	4	NANCY L. LEAMING		For	For
	5	LAWRENCE M. LEVY		For	For
	6	STEPHEN P. MACMILLAN		For	For
	7	SAMUEL MERKSAMER		For	For
	8	CHRISTIANA STAMOULIS		For	For
	9	ELAINE S. ULLIAN		For	For
	10	CHRISTOPHER J. COUGHLIN		For	For
2.	A NON-BINDING ADVISORY RESOLUTION TO		Management	For	For
	APPROVE EXECUTIVE COMPENSATION.
3.	AMENDMENT TO THE HOLOGIC, INC. 2012		Management	For	For
	EMPLOYEE STOCK PURCHASE PLAN.
4.	RATIFICATION OF THE APPOINTMENT OF ERNST &		Management	For	For
	YOUNG LLP AS OUR INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR FISCAL 2016.

Page 10 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

THE WALT DISNEY COMPANY
Security	254687106	Meeting Type	Annual
Ticker Symbol	DIS	Meeting Date	03-Mar-2016
ISIN	US2546871060	Agenda	934321352 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
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: MARIA ELENA	Management	For	For
	LAGOMASINO
1F.	ELECTION OF DIRECTOR: FRED H. LANGHAMMER	Management	For	For
1G.	ELECTION OF DIRECTOR: AYLWIN B. LEWIS	Management	For	For
1H.	ELECTION OF DIRECTOR: ROBERT W.	Management	For	For
	MATSCHULLAT
1I.	ELECTION OF DIRECTOR: MARK G. PARKER	Management	For	For
1J.	ELECTION OF DIRECTOR: SHERYL K. SANDBERG	Management	For	For
1K.	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 2016.
3.	TO APPROVE THE ADVISORY RESOLUTION ON	Management	Against	Against
	EXECUTIVE COMPENSATION.
4.	TO APPROVE THE AMENDMENT TO THE RESTATED	Management	For	For
	CERTIFICATE OF INCORPORATION.
5.	TO APPROVE THE SHAREHOLDER PROPOSAL	Shareholder	Against	For
	RELATING TO SIMPLE MAJORITY VOTE.
6.	TO APPROVE THE SHAREHOLDER PROPOSAL	Shareholder	For	Against
	RELATING TO LOBBYING DISCLOSURE.

Page 11 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

QUALCOMM INCORPORATED
Security	747525103	Meeting Type	Annual
Ticker Symbol	QCOM	Meeting Date	08-Mar-2016
ISIN	US7475251036	Agenda	934322493 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR TO HOLD OFFICE UNTIL	Management	For	For
	THE NEXT ANNUAL MEETING OF STOCKHOLDERS
	AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE
	BEEN ELECTED AND QUALIFIED: BARBARA T.
	ALEXANDER
1B.	ELECTION OF DIRECTOR TO HOLD OFFICE UNTIL	Management	For	For
	THE NEXT ANNUAL MEETING OF STOCKHOLDERS
	AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE
	BEEN ELECTED AND QUALIFIED: RAYMOND V.
	DITTAMORE
1C.	ELECTION OF DIRECTOR TO HOLD OFFICE UNTIL	Management	For	For
	THE NEXT ANNUAL MEETING OF STOCKHOLDERS
	AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE
	BEEN ELECTED AND QUALIFIED: JEFFREY W.
	HENDERSON
1D.	ELECTION OF DIRECTOR TO HOLD OFFICE UNTIL	Management	For	For
	THE NEXT ANNUAL MEETING OF STOCKHOLDERS
	AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE
	BEEN ELECTED AND QUALIFIED: THOMAS W.
	HORTON
1E.	ELECTION OF DIRECTOR TO HOLD OFFICE UNTIL	Management	For	For
	THE NEXT ANNUAL MEETING OF STOCKHOLDERS
	AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE
	BEEN ELECTED AND QUALIFIED: PAUL E. JACOBS
1F.	ELECTION OF DIRECTOR TO HOLD OFFICE UNTIL	Management	For	For
	THE NEXT ANNUAL MEETING OF STOCKHOLDERS
	AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE
	BEEN ELECTED AND QUALIFIED: HARISH MANWANI
1G.	ELECTION OF DIRECTOR TO HOLD OFFICE UNTIL	Management	For	For
	THE NEXT ANNUAL MEETING OF STOCKHOLDERS
	AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE
	BEEN ELECTED AND QUALIFIED: MARK D.
	MCLAUGHLIN
1H.	ELECTION OF DIRECTOR TO HOLD OFFICE UNTIL	Management	For	For
	THE NEXT ANNUAL MEETING OF STOCKHOLDERS
	AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE
	BEEN ELECTED AND QUALIFIED: STEVE
	MOLLENKOPF
1I.	ELECTION OF DIRECTOR TO HOLD OFFICE UNTIL	Management	For	For
	THE NEXT ANNUAL MEETING OF STOCKHOLDERS
	AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE
	BEEN ELECTED AND QUALIFIED: CLARK T. RANDT,
	JR.
1J.	ELECTION OF DIRECTOR TO HOLD OFFICE UNTIL	Management	For	For
	THE NEXT ANNUAL MEETING OF STOCKHOLDERS
	AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE
	BEEN ELECTED AND QUALIFIED: FRANCISCO ROS
1K.	ELECTION OF DIRECTOR TO HOLD OFFICE UNTIL	Management	For	For
	THE NEXT ANNUAL MEETING OF STOCKHOLDERS
	AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE
	BEEN ELECTED AND QUALIFIED: JONATHAN J.
	RUBINSTEIN
1L.	ELECTION OF DIRECTOR TO HOLD OFFICE UNTIL	Management	For	For
	THE NEXT ANNUAL MEETING OF STOCKHOLDERS
	AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE
	BEEN ELECTED AND QUALIFIED: ANTHONY J.
	VINCIQUERRA
2.	TO RATIFY THE SELECTION OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR
	FISCAL YEAR ENDING SEPTEMBER 25, 2016.
3.	TO APPROVE THE 2016 LONG-TERM INCENTIVE	Management	Against	Against
	PLAN.
4.	TO APPROVE OUR EXECUTIVE COMPENSATION.	Management	Against	Against
5.	A STOCKHOLDER PROPOSAL, IF PROPERLY	Shareholder	Against	For
	PRESENTED AT THE ANNUAL MEETING.

HEWLETT PACKARD ENTERPRISE COMPANY
Security	42824C109	Meeting Type	Annual
Ticker Symbol	HPE	Meeting Date	23-Mar-2016
ISIN	US42824C1099	Agenda	934327063 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: DANIEL AMMANN	Management	For	For
1B.	ELECTION OF DIRECTOR: MARC L. ANDREESSEN	Management	For	For
1C.	ELECTION OF DIRECTOR: MICHAEL J. ANGELAKIS	Management	For	For
1D.	ELECTION OF DIRECTOR: LESLIE A. BRUN	Management	For	For
1E.	ELECTION OF DIRECTOR: PAMELA L. CARTER	Management	For	For
1F.	ELECTION OF DIRECTOR: KLAUS KLEINFELD	Management	For	For
1G.	ELECTION OF DIRECTOR: RAYMOND J. LANE	Management	For	For
1H.	ELECTION OF DIRECTOR: ANN M. LIVERMORE	Management	For	For
1I.	ELECTION OF DIRECTOR: RAYMOND E. OZZIE	Management	For	For
1J.	ELECTION OF DIRECTOR: GARY M. REINER	Management	For	For
1K.	ELECTION OF DIRECTOR: PATRICIA F. RUSSO	Management	For	For
1L.	ELECTION OF DIRECTOR: LIP-BU TAN	Management	For	For
1M.	ELECTION OF DIRECTOR: MARGARET C. WHITMAN	Management	For	For
1N.	ELECTION OF DIRECTOR: MARY AGNES	Management	For	For
	WILDEROTTER
2.	TO RATIFY THE APPOINTMENT OF THE	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31,
	2016
3.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	For	For
	COMPENSATION
4.	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION

Page 12 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

HP INC.
Security	40434L105	Meeting Type	Annual
Ticker Symbol	HPQ	Meeting Date	04-Apr-2016
ISIN	US40434L1052	Agenda	934329738 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: AIDA M. ALVAREZ	Management	For	For
1B.	ELECTION OF DIRECTOR: SHUMEET BANERJI	Management	For	For
1C.	ELECTION OF DIRECTOR: CARL BASS	Management	For	For
1D.	ELECTION OF DIRECTOR: ROBERT R. BENNETT	Management	For	For
1E.	ELECTION OF DIRECTOR: CHARLES V. BERGH	Management	For	For
1F.	ELECTION OF DIRECTOR: STACY BROWN-PHILPOT	Management	For	For
1G.	ELECTION OF DIRECTOR: STEPHANIE A. BURNS	Management	For	For
1H.	ELECTION OF DIRECTOR: MARY ANNE CITRINO	Management	For	For
1I.	ELECTION OF DIRECTOR: RAJIV L. GUPTA	Management	For	For
1J.	ELECTION OF DIRECTOR: STACEY MOBLEY	Management	For	For
1K.	ELECTION OF DIRECTOR: SUBRA SURESH	Management	For	For
1L.	ELECTION OF DIRECTOR: DION J. WEISLER	Management	For	For
1M.	ELECTION OF DIRECTOR: MARGARET C. WHITMAN	Management	For	For
2.	TO RATIFY THE APPOINTMENT OF THE	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31,
	2016
3.	TO APPROVE, ON AN ADVISORY BASIS, THE	Management	For	For
	COMPANY'S EXECUTIVE COMPENSATION
4.	TO APPROVE AN AMENDMENT TO THE COMPANY'S	Management	Against	Against
	CERTIFICATE OF INCORPORATION TO ELIMINATE
	CUMULATIVE VOTING

Page 13 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)
Security	806857108	Meeting Type	Annual
Ticker Symbol	SLB	Meeting Date	06-Apr-2016
ISIN	AN8068571086	Agenda	934332545 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: PETER L.S. CURRIE	Management	For	For
1B.	ELECTION OF DIRECTOR: V. MAUREEN KEMPSTON	Management	For	For
	DARKES
1C.	ELECTION OF DIRECTOR: PAAL KIBSGAARD	Management	For	For
1D.	ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV	Management	For	For
1E.	ELECTION OF DIRECTOR: MICHAEL E. MARKS	Management	For	For
1F.	ELECTION OF DIRECTOR: INDRA K. NOOYI	Management	For	For
1G.	ELECTION OF DIRECTOR: LUBNA S. OLAYAN	Management	For	For
1H.	ELECTION OF DIRECTOR: LEO RAFAEL REIF	Management	For	For
1I.	ELECTION OF DIRECTOR: TORE I. SANDVOLD	Management	For	For
1J.	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 2015 FINANCIAL	Management	For	For
	STATEMENTS AND THE BOARD'S 2015
	DECLARATIONS OF DIVIDENDS.
4.	TO APPROVE THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2016.
5.	TO APPROVE AMENDMENTS TO THE COMPANY'S	Management	For	For
	ARTICLES OF INCORPORATION TO ALLOW THE
	BOARD TO FIX THE AUTHORIZED NUMBER OF
	DIRECTORS AT A MEETING SUBJECT TO
	STOCKHOLDER APPROVAL AND TO REFLECT
	CHANGES TO THE CURACAO CIVIL CODE.
6.	TO APPROVE A RESOLUTION TO FIX THE NUMBER	Management	For	For
	OF DIRECTORS CONSTITUTING THE BOARD OF
	DIRECTORS AT NOT MORE THAN 12, SUBJECT TO
	APPROVAL OF ITEM 5.
7.	TO APPROVE OUR AMENDED AND RESTATED	Management	For	For
	FRENCH SUB-PLAN FOR PURPOSES OF
	QUALIFICATION UNDER FRENCH LAW, TO PROVIDE
	RECIPIENTS OF EQUITY GRANTS THEREUNDER
	WITH PREFERENTIAL TAX TREATMENT UNDER
	FRENCH LAW.

NORTHERN TRUST CORPORATION
Security	665859104	Meeting Type	Annual
Ticker Symbol	NTRS	Meeting Date	19-Apr-2016
ISIN	US6658591044	Agenda	934333016 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: LINDA WALKER BYNOE	Management	For	For
1B.	ELECTION OF DIRECTOR: SUSAN CROWN	Management	For	For
1C.	ELECTION OF DIRECTOR: DEAN M. HARRISON	Management	For	For
1D.	ELECTION OF DIRECTOR: DIPAK C. JAIN	Management	For	For
1E.	ELECTION OF DIRECTOR: JOSE LUIS PRADO	Management	For	For
1F.	ELECTION OF DIRECTOR: THOMAS E. RICHARDS	Management	For	For
1G.	ELECTION OF DIRECTOR: JOHN W. ROWE	Management	For	For
1H.	ELECTION OF DIRECTOR: MARTIN P. SLARK	Management	For	For
1I.	ELECTION OF DIRECTOR: DAVID H.B. SMITH, JR.	Management	For	For
1J.	ELECTION OF DIRECTOR: DONALD THOMPSON	Management	For	For
1K.	ELECTION OF DIRECTOR: CHARLES A. TRIBBETT III	Management	For	For
1L.	ELECTION OF DIRECTOR: FREDERICK H. WADDELL	Management	For	For
2.	APPROVAL, BY AN ADVISORY VOTE, OF THE 2015	Management	For	For
	COMPENSATION OF THE CORPORATION'S NAMED
	EXECUTIVE OFFICERS.
3.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP	Management	For	For
	AS THE CORPORATION'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
	FISCAL YEAR ENDING DECEMBER 31, 2016.

Page 14 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

ABB LTD
Security	000375204	Meeting Type	Annual
Ticker Symbol	ABB	Meeting Date	21-Apr-2016
ISIN	US0003752047	Agenda	934359111 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.	APPROVAL OF THE MANAGEMENT REPORT, THE	Management	For	For
	CONSOLIDATED FINANCIAL STATEMENTS AND THE
	ANNUAL FINANCIAL STATEMENTS FOR 2015
2.	CONSULTATIVE VOTE ON THE 2015	Management	For	For
	COMPENSATION REPORT
3.	DISCHARGE OF THE BOARD OF DIRECTORS AND	Management	For	For
	THE PERSONS ENTRUSTED WITH MANAGEMENT
4.	APPROPRIATION OF EARNINGS	Management	For	For
5.	CAPITAL REDUCTION THROUGH CANCELLATION OF	Management	For	For
	SHARES REPURCHASED UNDER THE SHARE
	BUYBACK PROGRAM
6.	CAPITAL REDUCTION THROUGH NOMINAL VALUE	Management	For	For
	REPAYMENT
7.	AMENDMENT TO THE ARTICLES OF	Management	For	For
	INCORPORATION RELATED TO THE CAPITAL
	REDUCTION
8A.	BINDING VOTE ON THE MAXIMUM AGGREGATE	Management	For	For
	AMOUNT OF COMPENSATION OF THE MEMBERS OF
	THE BOARD OF DIRECTORS FOR THE NEXT TERM
	OF OFFICE, I.E. FROM THE 2016 ANNUAL GENERAL
	MEETING TO THE 2017 ANNUAL GENERAL MEETING
8B.	BINDING VOTE ON THE MAXIMUM AGGREGATE	Management	For	For
	AMOUNT OF COMPENSATION OF THE MEMBERS OF
	THE EXECUTIVE COMMITTEE FOR THE FOLLOWING
	FINANCIAL YEAR, I.E. 2017
9A.	ELECTION OF DIRECTOR: MATTI ALAHUHTA	Management	For	For
9B.	ELECTION OF DIRECTOR: DAVID CONSTABLE	Management	For	For
9C.	ELECTION OF DIRECTOR: FREDERICO FLEURY	Management	For	For
	CURADO
9D.	ELECTION OF DIRECTOR: ROBYN DENHOLM	Management	For	For
9E.	ELECTION OF DIRECTOR: LOUIS R. HUGHES	Management	For	For
9F.	ELECTION OF DIRECTOR: DAVID MELINE	Management	For	For
9G.	ELECTION OF DIRECTOR: SATISH PAI	Management	For	For
9H.	ELECTION OF DIRECTOR: MICHEL DE ROSEN	Management	For	For
9I.	ELECTION OF DIRECTOR: JACOB WALLENBERG	Management	For	For
9J.	ELECTION OF DIRECTOR: YING YEH	Management	For	For
9K.	ELECTION OF DIRECTOR AND CHAIRMAN: PETER	Management	For	For
	VOSER
10A	ELECTION TO THE COMPENSATION COMMITTEE:	Management	For	For
	DAVID CONSTABLE
10B	ELECTION TO THE COMPENSATION COMMITTEE:	Management	For	For
	FREDERICO FLEURY CURADO
10C	ELECTION TO THE COMPENSATION COMMITTEE:	Management	For	For
	MICHEL DE ROSEN
10D	ELECTION TO THE COMPENSATION COMMITTEE:	Management	For	For
	YING YEH
11.	RE-ELECTION OF THE INDEPENDENT PROXY, DR.	Management	For	For
	HANS ZEHNDER
12.	RE-ELECTION OF THE AUDITORS, ERNST & YOUNG	Management	For	For
	AG
13.	IN CASE OF ADDITIONAL OR ALTERNATIVE	Management	For	For
	PROPOSALS TO THE PUBLISHED AGENDA ITEMS
	DURING THE ANNUAL GENERAL MEETING OR OF
	NEW AGENDA ITEMS, I AUTHORIZE THE
	INDEPENDENT PROXY TO ACT AS FOLLOWS

Page 15 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

HANESBRANDS INC.
Security	410345102	Meeting Type	Annual
Ticker Symbol	HBI	Meeting Date	25-Apr-2016
ISIN	US4103451021	Agenda	934333725 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: BOBBY J. GRIFFIN	Management	For	For
1B.	ELECTION OF DIRECTOR: JAMES C. JOHNSON	Management	For	For
1C.	ELECTION OF DIRECTOR: JESSICA T. MATHEWS	Management	For	For
1D.	ELECTION OF DIRECTOR: FRANCK J. MOISON	Management	For	For
1E.	ELECTION OF DIRECTOR: ROBERT F. MORAN	Management	For	For
1F.	ELECTION OF DIRECTOR: RONALD L. NELSON	Management	For	For
1G.	ELECTION OF DIRECTOR: RICHARD A. NOLL	Management	For	For
1H.	ELECTION OF DIRECTOR: ANDREW J. SCHINDLER	Management	For	For
1I.	ELECTION OF DIRECTOR: DAVID V. SINGER	Management	For	For
1J.	ELECTION OF DIRECTOR: ANN E. ZIEGLER	Management	For	For
2.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	HANESBRANDS' INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR HANESBRANDS'
	2016 FISCAL YEAR.
3.	TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE	Management	For	For
	COMPENSATION AS DESCRIBED IN THE PROXY
	STATEMENT FOR THE ANNUAL MEETING.

ASSOCIATED BANC-CORP
Security	045487105	Meeting Type	Annual
Ticker Symbol	ASB	Meeting Date	26-Apr-2016
ISIN	US0454871056	Agenda	934338915 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
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	KAREN T. VAN LITH		For	For
	11	JOHN (JAY) B. WILLIAMS		For	For
2.	ADVISORY APPROVAL OF ASSOCIATED BANC-		Management	For	For
	CORP'S NAMED EXECUTIVE OFFICER
	COMPENSATION.
3.	THE RATIFICATION OF THE SELECTION OF KPMG		Management	For	For
	LLP AS THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR ASSOCIATED BANC-CORP
	FOR THE YEAR ENDING DECEMBER 31, 2016.

Page 16 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

CITIGROUP INC.
Security	172967424	Meeting Type	Annual
Ticker Symbol	C	Meeting Date	26-Apr-2016
ISIN	US1729674242	Agenda	934339183 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: MICHAEL L. CORBAT	Management	For	For
1B.	ELECTION OF DIRECTOR: ELLEN M. COSTELLO	Management	For	For
1C.	ELECTION OF DIRECTOR: DUNCAN P. HENNES	Management	For	For
1D.	ELECTION OF DIRECTOR: PETER B. HENRY	Management	For	For
1E.	ELECTION OF DIRECTOR: FRANZ B. HUMER	Management	For	For
1F.	ELECTION OF DIRECTOR: RENEE J. JAMES	Management	For	For
1G.	ELECTION OF DIRECTOR: EUGENE M. MCQUADE	Management	For	For
1H.	ELECTION OF DIRECTOR: MICHAEL E. O'NEILL	Management	For	For
1I.	ELECTION OF DIRECTOR: GARY M. REINER	Management	For	For
1J.	ELECTION OF DIRECTOR: JUDITH RODIN	Management	For	For
1K.	ELECTION OF DIRECTOR: ANTHONY M.	Management	For	For
	SANTOMERO
1L.	ELECTION OF DIRECTOR: JOAN E. SPERO	Management	For	For
1M.	ELECTION OF DIRECTOR: DIANA L. TAYLOR	Management	For	For
1N.	ELECTION OF DIRECTOR: WILLIAM S. THOMPSON,	Management	For	For
	JR.
1O.	ELECTION OF DIRECTOR: JAMES S. TURLEY	Management	For	For
1P.	ELECTION OF DIRECTOR: ERNESTO ZEDILLO	Management	For	For
	PONCE DE LEON
2.	PROPOSAL TO RATIFY THE SELECTION OF KPMG	Management	For	For
	LLP AS CITI'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2016.
3.	ADVISORY APPROVAL OF CITI'S 2015 EXECUTIVE	Management	Against	Against
	COMPENSATION.
4.	APPROVAL OF AN AMENDMENT TO THE CITIGROUP	Management	Against	Against
	2014 STOCK INCENTIVE PLAN AUTHORIZING
	ADDITIONAL SHARES.
5.	APPROVAL OF THE AMENDED AND RESTATED 2011	Management	For	For
	CITIGROUP EXECUTIVE PERFORMANCE PLAN.
6.	STOCKHOLDER PROPOSAL REQUESTING A	Shareholder	Against	For
	REPORT DEMONSTRATING THE COMPANY DOES
	NOT HAVE A GENDER PAY GAP.
7.	STOCKHOLDER PROPOSAL REQUESTING A	Shareholder	For	Against
	REPORT ON LOBBYING AND GRASSROOTS
	LOBBYING CONTRIBUTIONS.
8.	STOCKHOLDER PROPOSAL REQUESTING THAT THE	Shareholder	Against	For
	BOARD APPOINT A STOCKHOLDER VALUE
	COMMITTEE.
9.	STOCKHOLDER PROPOSAL REQUESTING AN	Shareholder	For	Against
	AMENDMENT TO THE GENERAL CLAWBACK
	POLICY.
10.	STOCKHOLDER PROPOSAL REQUESTING THAT THE	Shareholder	For	Against
	BOARD ADOPT A POLICY PROHIBITING THE
	VESTING OF EQUITY-BASED AWARDS FOR SENIOR
	EXECUTIVES DUE TO A VOLUNTARY RESIGNATION
	TO ENTER GOVERNMENT SERVICE.

EOG RESOURCES, INC.
Security	26875P101	Meeting Type	Annual
Ticker Symbol	EOG	Meeting Date	26-Apr-2016
ISIN	US26875P1012	Agenda	934342267 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JANET F. CLARK	Management	For	For
1B.	ELECTION OF DIRECTOR: CHARLES R. CRISP	Management	For	For
1C.	ELECTION OF DIRECTOR: JAMES C. DAY	Management	For	For
1D.	ELECTION OF DIRECTOR: H. LEIGHTON STEWARD	Management	For	For
1E.	ELECTION OF DIRECTOR: DONALD F. TEXTOR	Management	For	For
1F.	ELECTION OF DIRECTOR: WILLIAM R. THOMAS	Management	For	For
1G.	ELECTION OF DIRECTOR: FRANK G. WISNER	Management	For	For
2.	TO RATIFY THE APPOINTMENT BY THE AUDIT	Management	For	For
	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, 2016.
3.	TO APPROVE, BY NON-BINDING VOTE, THE	Management	Against	Against
	COMPENSATION OF THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.

Page 17 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

FIRST HORIZON NATIONAL CORPORATION
Security	320517105	Meeting Type	Annual
Ticker Symbol	FHN	Meeting Date	26-Apr-2016
ISIN	US3205171057	Agenda	934339943 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JOHN C. COMPTON	Management	For	For
1B.	ELECTION OF DIRECTOR: MARK A. EMKES	Management	For	For
1C.	ELECTION OF DIRECTOR: CORYDON J. GILCHRIST	Management	For	For
1D.	ELECTION OF DIRECTOR: D. BRYAN JORDAN	Management	For	For
1E.	ELECTION OF DIRECTOR: R. BRAD MARTIN	Management	For	For
1F.	ELECTION OF DIRECTOR: SCOTT M. NISWONGER	Management	For	For
1G.	ELECTION OF DIRECTOR: VICKI R. PALMER	Management	For	For
1H.	ELECTION OF DIRECTOR: COLIN V. REED	Management	For	For
1I.	ELECTION OF DIRECTOR: CECELIA D. STEWART	Management	For	For
1J.	ELECTION OF DIRECTOR: LUKE YANCY III	Management	For	For
2.	APPROVAL OF OUR EQUITY COMPENSATION PLAN,	Management	For	For
	AS PROPOSED TO BE AMENDED AND RESTATED
3.	APPROVAL OF OUR MANAGEMENT INCENTIVE	Management	For	For
	PLAN, AS PROPOSED TO BE AMENDED AND
	RESTATED
4.	APPROVAL OF AN ADVISORY RESOLUTION TO	Management	For	For
	APPROVE EXECUTIVE COMPENSATION
5.	RATIFICATION OF APPOINTMENT OF KPMG LLP AS	Management	For	For
	AUDITORS

NOBLE ENERGY, INC.
Security	655044105	Meeting Type	Annual
Ticker Symbol	NBL	Meeting Date	26-Apr-2016
ISIN	US6550441058	Agenda	934336531 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: JEFFREY
	L. BERENSON
1B.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: MICHAEL
	A. CAWLEY
1C.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: EDWARD
	F. COX
1D.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: JAMES E.
	CRADDOCK
1E.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: THOMAS
	J. EDELMAN
1F.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: ERIC P.
	GRUBMAN
1G.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: KIRBY L.
	HEDRICK
1H.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: DAVID L.
	STOVER
1I.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: SCOTT D.
	URBAN
1J.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: WILLIAM
	T. VAN KLEEF
1K.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: MOLLY K.
	WILLIAMSON
2.	TO RATIFY THE APPOINTMENT OF THE	Management	For	For
	INDEPENDENT AUDITOR BY THE COMPANY'S AUDIT
	COMMITTEE.
3.	TO APPROVE, IN AN ADVISORY VOTE, EXECUTIVE	Management	For	For
	COMPENSATION.
4.	TO CONSIDER A STOCKHOLDER PROPOSAL	Shareholder	Against	For
	REGARDING PROXY ACCESS, IF PROPERLY
	PRESENTED AT THE MEETING.
5.	TO CONSIDER A STOCKHOLDER PROPOSAL	Shareholder	Against	For
	REGARDING CLIMATE CHANGE, IF PROPERLY
	PRESENTED AT THE MEETING.

Page 18 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

SUNTRUST BANKS, INC.
Security	867914103	Meeting Type	Annual
Ticker Symbol	STI	Meeting Date	26-Apr-2016
ISIN	US8679141031	Agenda	934332456 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: DALLAS S. CLEMENT	Management	For	For
1B.	ELECTION OF DIRECTOR: PAUL R. GARCIA	Management	For	For
1C.	ELECTION OF DIRECTOR: M. DOUGLAS IVESTER	Management	For	For
1D.	ELECTION OF DIRECTOR: KYLE PRECHTL LEGG	Management	For	For
1E.	ELECTION OF DIRECTOR: DONNA S. MOREA	Management	For	For
1F.	ELECTION OF DIRECTOR: DAVID M. RATCLIFFE	Management	For	For
1G.	ELECTION OF DIRECTOR: WILLIAM H. ROGERS, JR.	Management	For	For
1H.	ELECTION OF DIRECTOR: FRANK P. SCRUGGS, JR.	Management	For	For
1I.	ELECTION OF DIRECTOR: BRUCE L. TANNER	Management	For	For
1J.	ELECTION OF DIRECTOR: THOMAS R. WATJEN	Management	For	For
1K.	ELECTION OF DIRECTOR: DR. PHAIL WYNN, JR.	Management	For	For
2.	TO APPROVE, ON AN ADVISORY BASIS, THE	Management	For	For
	COMPANY'S EXECUTIVE COMPENSATION.
3.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG	Management	For	For
	LLP AS OUR INDEPENDENT AUDITOR FOR 2016.

THE PNC FINANCIAL SERVICES GROUP, INC.
Security	693475105	Meeting Type	Annual
Ticker Symbol	PNC	Meeting Date	26-Apr-2016
ISIN	US6934751057	Agenda	934337672 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: CHARLES E. BUNCH	Management	For	For
1B.	ELECTION OF DIRECTOR: MARJORIE RODGERS	Management	For	For
	CHESHIRE
1C.	ELECTION OF DIRECTOR: WILLIAM S. DEMCHAK	Management	For	For
1D.	ELECTION OF DIRECTOR: ANDREW T. FELDSTEIN	Management	For	For
1E.	ELECTION OF DIRECTOR: DANIEL R. HESSE	Management	For	For
1F.	ELECTION OF DIRECTOR: KAY COLES JAMES	Management	For	For
1G.	ELECTION OF DIRECTOR: RICHARD B. KELSON	Management	For	For
1H.	ELECTION OF DIRECTOR: JANE G. PEPPER	Management	For	For
1I.	ELECTION OF DIRECTOR: DONALD J. SHEPARD	Management	For	For
1J.	ELECTION OF DIRECTOR: LORENE K. STEFFES	Management	For	For
1K.	ELECTION OF DIRECTOR: DENNIS F. STRIGL	Management	For	For
1L.	ELECTION OF DIRECTOR: MICHAEL J. WARD	Management	For	For
1M.	ELECTION OF DIRECTOR: GREGORY D. WASSON	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 2016.
3.	APPROVAL OF 2016 INCENTIVE AWARD PLAN.	Management	For	For
4.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION.

Page 19 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

BANK OF AMERICA CORPORATION
Security	060505104	Meeting Type	Annual
Ticker Symbol	BAC	Meeting Date	27-Apr-2016
ISIN	US0605051046	Agenda	934341568 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
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. BOVENDER, JR.	Management	For	For
1D.	ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR.	Management	For	For
1E.	ELECTION OF DIRECTOR: PIERRE J.P. DE WECK	Management	For	For
1F.	ELECTION OF DIRECTOR: ARNOLD W. DONALD	Management	For	For
1G.	ELECTION OF DIRECTOR: LINDA P. HUDSON	Management	For	For
1H.	ELECTION OF DIRECTOR: MONICA C. LOZANO	Management	For	For
1I.	ELECTION OF DIRECTOR: THOMAS J. MAY	Management	For	For
1J.	ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN	Management	For	For
1K.	ELECTION OF DIRECTOR: LIONEL L. NOWELL, III	Management	For	For
1L.	ELECTION OF DIRECTOR: THOMAS D. WOODS	Management	For	For
1M.	ELECTION OF DIRECTOR: R. DAVID YOST	Management	For	For
2.	APPROVING OUR EXECUTIVE COMPENSATION (AN	Management	Against	Against
	ADVISORY, NON-BINDING "SAY ON PAY"
	RESOLUTION)
3.	RATIFYING THE APPOINTMENT OF OUR	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2016
4.	STOCKHOLDER PROPOSAL - CLAWBACK	Shareholder	Against	For
	AMENDMENT

EBAY INC.
Security	278642103	Meeting Type	Annual
Ticker Symbol	EBAY	Meeting Date	27-Apr-2016
ISIN	US2786421030	Agenda	934358361 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: FRED D. ANDERSON JR.	Management	For	For
1B.	ELECTION OF DIRECTOR: EDWARD W. BARNHOLT	Management	For	For
1C.	ELECTION OF DIRECTOR: ANTHONY J. BATES	Management	For	For
1D.	ELECTION OF DIRECTOR: BONNIE S. HAMMER	Management	For	For
1E.	ELECTION OF DIRECTOR: KATHLEEN C. MITIC	Management	For	For
1F.	ELECTION OF DIRECTOR: PIERRE M. OMIDYAR	Management	For	For
1G.	ELECTION OF DIRECTOR: PAUL S. PRESSLER	Management	For	For
1H.	ELECTION OF DIRECTOR: ROBERT H. SWAN	Management	For	For
1I.	ELECTION OF DIRECTOR: THOMAS J. TIERNEY	Management	For	For
1J.	ELECTION OF DIRECTOR: PERRY M. TRAQUINA	Management	For	For
1K.	ELECTION OF DIRECTOR: DEVIN N. WENIG	Management	For	For
2.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION.
3.	APPROVAL OF THE AMENDMENT AND	Management	Against	Against
	RESTATEMENT OF THE 2008 EQUITY INCENTIVE
	AWARD PLAN.
4.	RATIFICATION OF APPOINTMENT OF INDEPENDENT	Management	For	For
	AUDITORS.
5.	STOCKHOLDER PROPOSAL REGARDING GENDER	Shareholder	Against	For
	PAY EQUITY.

Page 20 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

GENERAL ELECTRIC COMPANY
Security	369604103	Meeting Type	Annual
Ticker Symbol	GE	Meeting Date	27-Apr-2016
ISIN	US3696041033	Agenda	934341532 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
A1	ELECTION OF DIRECTOR: SEBASTIEN M. BAZIN	Management	For	For
A2	ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE	Management	For	For
A3	ELECTION OF DIRECTOR: JOHN J. BRENNAN	Management	For	For
A4	ELECTION OF DIRECTOR: FRANCISCO D'SOUZA	Management	For	For
A5	ELECTION OF DIRECTOR: MARIJN E. DEKKERS	Management	For	For
A6	ELECTION OF DIRECTOR: PETER B. HENRY	Management	For	For
A7	ELECTION OF DIRECTOR: SUSAN J. HOCKFIELD	Management	For	For
A8	ELECTION OF DIRECTOR: JEFFREY R. IMMELT	Management	For	For
A9	ELECTION OF DIRECTOR: ANDREA JUNG	Management	For	For
A10	ELECTION OF DIRECTOR: ROBERT W. LANE	Management	For	For
A11	ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS	Management	For	For
A12	ELECTION OF DIRECTOR: LOWELL C. MCADAM	Management	For	For
A13	ELECTION OF DIRECTOR: JAMES J. MULVA	Management	For	For
A14	ELECTION OF DIRECTOR: JAMES E. ROHR	Management	For	For
A15	ELECTION OF DIRECTOR: MARY L. SCHAPIRO	Management	For	For
A16	ELECTION OF DIRECTOR: JAMES S. TISCH	Management	For	For
B1	ADVISORY APPROVAL OF OUR NAMED	Management	For	For
	EXECUTIVES' COMPENSATION
B2	RATIFICATION OF KPMG AS INDEPENDENT	Management	For	For
	AUDITOR FOR 2016
C1	LOBBYING REPORT	Shareholder	Against	For
C2	INDEPENDENT CHAIR	Shareholder	Against	For
C3	HOLY LAND PRINCIPLES	Shareholder	Against	For
C4	CUMULATIVE VOTING	Shareholder	Against	For
C5	PERFORMANCE-BASED OPTIONS	Shareholder	Against	For
C6	HUMAN RIGHTS REPORT	Shareholder	Against	For

CORNING INCORPORATED
Security	219350105	Meeting Type	Annual
Ticker Symbol	GLW	Meeting Date	28-Apr-2016
ISIN	US2193501051	Agenda	934338193 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: DONALD W. BLAIR	Management	For	For
1B.	ELECTION OF DIRECTOR: STEPHANIE A. BURNS	Management	For	For
1C.	ELECTION OF DIRECTOR: JOHN A. CANNING, JR.	Management	For	For
1D.	ELECTION OF DIRECTOR: RICHARD T. CLARK	Management	For	For
1E.	ELECTION OF DIRECTOR: ROBERT F. CUMMINGS,	Management	For	For
	JR.
1F.	ELECTION OF DIRECTOR: DEBORAH A. HENRETTA	Management	For	For
1G.	ELECTION OF DIRECTOR: DANIEL P.	Management	For	For
	HUTTENLOCHER
1H.	ELECTION OF DIRECTOR: KURT M. LANDGRAF	Management	For	For
1I.	ELECTION OF DIRECTOR: KEVIN J. MARTIN	Management	For	For
1J.	ELECTION OF DIRECTOR: DEBORAH D. RIEMAN	Management	For	For
1K.	ELECTION OF DIRECTOR: HANSEL E. TOOKES II	Management	For	For
1L.	ELECTION OF DIRECTOR: WENDELL P. WEEKS	Management	For	For
1M.	ELECTION OF DIRECTOR: MARK S. WRIGHTON	Management	For	For
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, 2016.
3.	ADVISORY VOTE TO APPROVE THE COMPANY'S	Management	For	For
	EXECUTIVE COMPENSATION.

Page 21 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

JOHNSON & JOHNSON
Security	478160104	Meeting Type	Annual
Ticker Symbol	JNJ	Meeting Date	28-Apr-2016
ISIN	US4781601046	Agenda	934340984 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: MARY C. BECKERLE	Management	For	For
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. LINDQUIST	Management	For	For
1F.	ELECTION OF DIRECTOR: MARK B. MCCLELLAN	Management	For	For
1G.	ELECTION OF DIRECTOR: ANNE M. MULCAHY	Management	For	For
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 WASHINGTON	Management	For	For
1K.	ELECTION OF DIRECTOR: RONALD A. WILLIAMS	Management	For	For
2.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	Against	Against
	OFFICER COMPENSATION
3.	RATIFICATION OF APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2016
4.	SHAREHOLDER PROPOSAL - POLICY FOR SHARE	Shareholder	Against	For
	REPURCHASE PREFERENCE
5.	SHAREHOLDER PROPOSAL - INDEPENDENT BOARD	Shareholder	Against	For
	CHAIRMAN
6.	SHAREHOLDER PROPOSAL - REPORT ON	Shareholder	For	Against
	LOBBYING DISCLOSURE
7.	SHAREHOLDER PROPOSAL - TAKE-BACK	Shareholder	Against	For
	PROGRAMS FOR UNUSED MEDICINES

Page 22 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

HARLEY-DAVIDSON, INC.
Security	412822108	Meeting Type	Annual
Ticker Symbol	HOG	Meeting Date	30-Apr-2016
ISIN	US4128221086	Agenda	934340857 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	R. JOHN ANDERSON		For	For
	2	MICHAEL J. CAVE		For	For
	3	DONALD A. JAMES		For	For
	4	MATTHEW S. LEVATICH		For	For
	5	SARA L. LEVINSON		For	For
	6	N. THOMAS LINEBARGER		For	For
	7	GEORGE L. MILES, JR.		For	For
	8	JAMES A. NORLING		For	For
	9	JOCHEN ZEITZ		For	For
2.	APPROVAL, BY ADVISORY VOTE, OF THE		Management	For	For
	COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.
3.	RATIFICATION OF THE SELECTION OF ERNST &		Management	For	For
	YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM, TO BE THE AUDITORS.

AFLAC INCORPORATED
Security	001055102	Meeting Type	Annual
Ticker Symbol	AFL	Meeting Date	02-May-2016
ISIN	US0010551028	Agenda	934337658 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
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 III	Management	For	For
1E.	ELECTION OF DIRECTOR: TOSHIHIKO FUKUZAWA	Management	For	For
1F.	ELECTION OF DIRECTOR: ELIZABETH J. HUDSON	Management	For	For
1G.	ELECTION OF DIRECTOR: DOUGLAS W. JOHNSON	Management	For	For
1H.	ELECTION OF DIRECTOR: ROBERT B. JOHNSON	Management	For	For
1I.	ELECTION OF DIRECTOR: THOMAS J. KENNY	Management	For	For
1J.	ELECTION OF DIRECTOR: CHARLES B. KNAPP	Management	For	For
1K.	ELECTION OF DIRECTOR: JOSEPH L. MOSKOWITZ	Management	For	For
1L.	ELECTION OF DIRECTOR: BARBARA K. RIMER,	Management	For	For
	DRPH
1M.	ELECTION OF DIRECTOR: MELVIN T. STITH	Management	For	For
2.	TO CONSIDER THE FOLLOWING NON-BINDING	Management	For	For
	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 RATIFICATION	Management	For	For
	OF THE APPOINTMENT OF KPMG LLP AS
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM OF THE COMPANY FOR THE YEAR ENDING
	DECEMBER 31, 2016

Page 23 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

LKQ CORPORATION
Security	501889208	Meeting Type	Annual
Ticker Symbol	LKQ	Meeting Date	02-May-2016
ISIN	US5018892084	Agenda	934349160 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: SUKHPAL SINGH	Management	For	For
	AHLUWALIA
1B.	ELECTION OF DIRECTOR: A. CLINTON ALLEN	Management	For	For
1C.	ELECTION OF DIRECTOR: ROBERT M. HANSER	Management	For	For
1D.	ELECTION OF DIRECTOR: JOSEPH M. HOLSTEN	Management	For	For
1E.	ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE	Management	For	For
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 SUBRAMANIAN	Management	For	For
1I.	ELECTION OF DIRECTOR: ROBERT L. WAGMAN	Management	For	For
1J.	ELECTION OF DIRECTOR: WILLIAM M. WEBSTER, IV	Management	For	For
2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE	Management	For	For
	& TOUCHE LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM.
3.	RE-APPROVAL OF OUR MANAGEMENT INCENTIVE	Management	For	For
	PLAN TO MAINTAIN …(DUE TO SPACE LIMITS, SEE
	PROXY STATEMENT FOR FULL PROPOSAL).
4.	RE-APPROVAL OF, AND APPROVAL OF AN	Management	For	For
	AMENDMENT TO, OUR LONG TERM INCENTIVE
	PLAN TO MAINTAIN QUALIFICATION OF PAYOUTS
	UNDER THE PLAN AS TAX-DEDUCTIBLE
	PERFORMANCE-BASED COMPENSATION.
5.	APPROVAL, ON AN ADVISORY BASIS, OF THE	Management	For	For
	COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.

TOPBUILD CORP
Security	89055F103	Meeting Type	Annual
Ticker Symbol	BLD	Meeting Date	02-May-2016
ISIN	US89055F1030	Agenda	934347419 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	DENNIS W. ARCHER		For	For
	2	ALEC C. COVINGTON		For	For
2.	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE COMPANY'S FISCAL
	YEAR ENDING DECEMBER 31, 2016.
3.	TO APPROVE, ON AN ADVISORY BASIS, THE		Management	For	For
	COMPENSATION OF THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.
4.	TO APPROVE, ON AN ADVISORY BASIS, THE		Management	1 Year	For
	FREQUENCY OF FUTURE ADVISORY VOTES ON THE
	COMPENSATION OF THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.
5.	TO APPROVE THE AMENDED AND RESTATED		Management	For	For
	TOPBUILD CORP. 2015 LONG TERM STOCK
	INCENTIVE PLAN.

Page 24 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

DIAMONDROCK HOSPITALITY CO
Security	252784301	Meeting Type	Annual
Ticker Symbol	DRH	Meeting Date	03-May-2016
ISIN	US2527843013	Agenda	934356329 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: WILLIAM W. MCCARTEN	Management	For	For
1B.	ELECTION OF DIRECTOR: DANIEL J. ALTOBELLO	Management	For	For
1C.	ELECTION OF DIRECTOR: TIMOTHY R. CHI	Management	For	For
1D.	ELECTION OF DIRECTOR: MAUREEN L. MCAVEY	Management	For	For
1E.	ELECTION OF DIRECTOR: GILBERT T. RAY	Management	For	For
1F.	ELECTION OF DIRECTOR: BRUCE D. WARDINSKI	Management	For	For
1G.	ELECTION OF DIRECTOR: MARK W. BRUGGER	Management	For	For
2.	TO APPROVE, ON A NON-BINDING, ADVISORY	Management	For	For
	BASIS, THE COMPENSATION OF THE NAMED
	EXECUTIVE OFFICERS, AS DISCLOSED IN THE
	PROXY STATEMENT.
3.	TO RATIFY THE APPOINTMENT OF KPMG LLP AS	Management	For	For
	THE INDEPENDENT AUDITORS FOR DIAMONDROCK
	HOSPITALITY COMPANY FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2016.
4.	APPROVE AN AMENDMENT TO OUR CHARTER TO	Management	For	For
	PERMIT BOTH THE DIRECTORS AND THE
	STOCKHOLDERS TO AMEND OUR BYLAWS.
5.	TO APPROVE A NEW EQUITY INCENTIVE PLAN FOR	Management	For	For
	DIAMONDROCK HOSPITALITY COMPANY.

ZIMMER BIOMET HOLDINGS, INC.
Security	98956P102	Meeting Type	Annual
Ticker Symbol	ZBH	Meeting Date	03-May-2016
ISIN	US98956P1021	Agenda	934346986 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: CHRISTOPHER B. BEGLEY	Management	For	For
1B.	ELECTION OF DIRECTOR: BETSY J. BERNARD	Management	For	For
1C.	ELECTION OF DIRECTOR: PAUL M. BISARO	Management	For	For
1D.	ELECTION OF DIRECTOR: GAIL K. BOUDREAUX	Management	For	For
1E.	ELECTION OF DIRECTOR: DAVID C. DVORAK	Management	For	For
1F.	ELECTION OF DIRECTOR: MICHAEL J. FARRELL	Management	For	For
1G.	ELECTION OF DIRECTOR: LARRY C. GLASSCOCK	Management	For	For
1H.	ELECTION OF DIRECTOR: ROBERT A. HAGEMANN	Management	For	For
1I.	ELECTION OF DIRECTOR: ARTHUR J. HIGGINS	Management	For	For
1J.	ELECTION OF DIRECTOR: MICHAEL W. MICHELSON	Management	For	For
1K.	ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D.	Management	For	For
1L.	ELECTION OF DIRECTOR: JEFFREY K. RHODES	Management	For	For
2.	RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2016
3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION
4.	APPROVE THE AMENDED 2009 STOCK INCENTIVE	Management	For	For
	PLAN

BRUNSWICK CORPORATION
Security	117043109	Meeting Type	Annual
Ticker Symbol	BC	Meeting Date	04-May-2016
ISIN	US1170431092	Agenda	934345516 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: NOLAN D. ARCHIBALD	Management	For	For
1B.	ELECTION OF DIRECTOR: DAVID C. EVERITT	Management	For	For
1C.	ELECTION OF DIRECTOR: ROGER J. WOOD	Management	For	For
2.	THE APPROVAL OF THE COMPENSATION OF OUR	Management	For	For
	NAMED EXECUTIVE OFFICERS ON AN ADVISORY
	BASIS.
3.	THE RATIFICATION OF THE AUDIT COMMITTEE'S	Management	For	For
	APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2016.

Page 25 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

EXPRESS SCRIPTS HOLDING COMPANY
Security	30219G108	Meeting Type	Annual
Ticker Symbol	ESRX	Meeting Date	04-May-2016
ISIN	US30219G1085	Agenda	934347027 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: MAURA C. BREEN	Management	For	For
1B.	ELECTION OF DIRECTOR: WILLIAM J. DELANEY	Management	For	For
1C.	ELECTION OF DIRECTOR: ELDER GRANGER, MD,	Management	For	For
	MG, USA (RETIRED)
1D.	ELECTION OF DIRECTOR: NICHOLAS J. LAHOWCHIC	Management	For	For
1E.	ELECTION OF DIRECTOR: THOMAS P. MAC MAHON	Management	For	For
1F.	ELECTION OF DIRECTOR: FRANK MERGENTHALER	Management	For	For
1G.	ELECTION OF DIRECTOR: WOODROW A. MYERS,	Management	For	For
	JR., MD
1H.	ELECTION OF DIRECTOR: RODERICK A. PALMORE	Management	For	For
1I.	ELECTION OF DIRECTOR: GEORGE PAZ	Management	For	For
1J.	ELECTION OF DIRECTOR: WILLIAM L. ROPER, MD,	Management	For	For
	MPH
1K.	ELECTION OF DIRECTOR: SEYMOUR STERNBERG	Management	For	For
1L.	ELECTION OF DIRECTOR: TIMOTHY WENTWORTH	Management	For	For
2.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTANTS FOR 2016.
3.	TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE	Management	Against	Against
	COMPENSATION.
4.	TO APPROVE AND RATIFY THE EXPRESS SCRIPTS	Management	Against	Against
	HOLDING COMPANY 2016 LONG-TERM INCENTIVE
	PLAN.
5.	STOCKHOLDER PROPOSAL REGARDING AN	Shareholder	Against	For
	INDEPENDENT BOARD CHAIRMAN.
6.	STOCKHOLDER PROPOSAL REGARDING POLITICAL	Shareholder	For	Against
	ACTIVITIES DISCLOSURE.

KIMBERLY-CLARK CORPORATION
Security	494368103	Meeting Type	Annual
Ticker Symbol	KMB	Meeting Date	04-May-2016
ISIN	US4943681035	Agenda	934339866 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JOHN F. BERGSTROM	Management	For	For
1B.	ELECTION OF DIRECTOR: ABELARDO E. BRU	Management	For	For
1C.	ELECTION OF DIRECTOR: ROBERT W. DECHERD	Management	For	For
1D.	ELECTION OF DIRECTOR: THOMAS J. FALK	Management	For	For
1E.	ELECTION OF DIRECTOR: FABIAN T. GARCIA	Management	For	For
1F.	ELECTION OF DIRECTOR: MAE C. JEMISON, M.D.	Management	For	For
1G.	ELECTION OF DIRECTOR: JAMES M. JENNESS	Management	For	For
1H.	ELECTION OF DIRECTOR: NANCY J. KARCH	Management	For	For
1I.	ELECTION OF DIRECTOR: IAN C. READ	Management	For	For
1J.	ELECTION OF DIRECTOR: MARC J. SHAPIRO	Management	For	For
1K.	ELECTION OF DIRECTOR: MICHAEL D. WHITE	Management	For	For
2.	RATIFICATION OF AUDITORS	Management	For	For
3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION
4.	REAPPROVAL OF PERFORMANCE GOALS UNDER	Management	For	For
	THE 2011 EQUITY PARTICIPATION PLAN
5.	APPROVAL OF THE AMENDED AND RESTATED 2011	Management	For	For
	OUTSIDE DIRECTORS' COMPENSATION PLAN

Page 26 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

ABBVIE INC.
Security	00287Y109	Meeting Type	Annual
Ticker Symbol	ABBV	Meeting Date	06-May-2016
ISIN	US00287Y1091	Agenda	934348524 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	WILLIAM H.L. BURNSIDE		For	For
	2	BRETT J. HART		For	For
	3	EDWARD J. RAPP		For	For
2.	RATIFICATION OF ERNST & YOUNG LLP AS		Management	For	For
	ABBVIE'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2016
3.	SAY ON PAY - AN ADVISORY VOTE ON THE		Management	For	For
	APPROVAL OF EXECUTIVE COMPENSATION
4.	APPROVAL OF A MANAGEMENT PROPOSAL		Management	For	For
	REGARDING THE ANNUAL ELECTION OF
	DIRECTORS
5.	APPROVAL OF THE MATERIAL TERMS OF		Management	For	For
	PERFORMANCE GOALS UNDER THE ABBVIE
	PERFORMANCE INCENTIVE PLAN
6.	STOCKHOLDER PROPOSAL - DRUG DISPOSAL		Shareholder	Against	For
	REPORT
7.	STOCKHOLDER PROPOSAL - LOBBYING REPORT		Shareholder	For	Against

ILLINOIS TOOL WORKS INC.
Security	452308109	Meeting Type	Annual
Ticker Symbol	ITW	Meeting Date	06-May-2016
ISIN	US4523081093	Agenda	934344071 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
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. GRIFFITH	Management	For	For
1D.	ELECTION OF DIRECTOR: RICHARD H. LENNY	Management	For	For
1E.	ELECTION OF DIRECTOR: ROBERT S. MORRISON	Management	For	For
1F.	ELECTION OF DIRECTOR: E. SCOTT SANTI	Management	For	For
1G.	ELECTION OF DIRECTOR: JAMES A. SKINNER	Management	For	For
1H.	ELECTION OF DIRECTOR: DAVID B. SMITH, JR.	Management	For	For
1I.	ELECTION OF DIRECTOR: PAMELA B. STROBEL	Management	For	For
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 DELOITTE	Management	For	For
	& TOUCHE LLP AS ITW'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016.
3.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	For	For
	COMPENSATION.
4.	APPROVAL OF AN AMENDMENT TO THE ILLINOIS	Management	For	For
	TOOL WORKS INC. AMENDED AND RESTATED
	CERTIFICATE OF INCORPORATION TO PERMIT
	STOCKHOLDERS TO CALL SPECIAL MEETINGS.
5.	RE-APPROVAL OF THE MATERIAL TERMS OF THE	Management	For	For
	PERFORMANCE GOALS UNDER THE ILLINOIS TOOL
	WORKS INC. 2011 CASH INCENTIVE PLAN FOR
	PURPOSES OF 162(M) OF THE INTERNAL REVENUE
	CODE.
6.	A NON-BINDING STOCKHOLDER PROPOSAL, IF	Shareholder	Against	For
	PRESENTED AT THE MEETING, TO EXCLUDE SHARE
	REPURCHASES FROM DETERMINATIONS OF
	SENIOR EXECUTIVE INCENTIVE COMPENSATION
	AWARDS.

Page 27 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

MASCO CORPORATION
Security	574599106	Meeting Type	Annual
Ticker Symbol	MAS	Meeting Date	09-May-2016
ISIN	US5745991068	Agenda	934361558 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: DONALD R. PARFET	Management	For	For
1B.	ELECTION OF DIRECTOR: LISA A. PAYNE	Management	For	For
1C.	ELECTION OF DIRECTOR: REGINALD M. TURNER	Management	For	For
2.	TO APPROVE, BY NON-BINDING ADVISORY VOTE,	Management	For	For
	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
	2016.

3M COMPANY
Security	88579Y101	Meeting Type	Annual
Ticker Symbol	MMM	Meeting Date	10-May-2016
ISIN	US88579Y1010	Agenda	934345756 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	TO ELECT MEMBER TO THE BOARD OF DIRECTORS,	Management	For	For
	EACH FOR A TERM OF ONE YEAR: SONDRA L.
	BARBOUR
1B.	TO ELECT MEMBER TO THE BOARD OF DIRECTORS,	Management	For	For
	EACH FOR A TERM OF ONE YEAR: THOMAS "TONY"
	K. BROWN
1C.	TO ELECT MEMBER TO THE BOARD OF DIRECTORS,	Management	For	For
	EACH FOR A TERM OF ONE YEAR: VANCE D.
	COFFMAN
1D.	TO ELECT MEMBER TO THE BOARD OF DIRECTORS,	Management	For	For
	EACH FOR A TERM OF ONE YEAR: DAVID B. DILLON
1E.	TO ELECT MEMBER TO THE BOARD OF DIRECTORS,	Management	For	For
	EACH FOR A TERM OF ONE YEAR: MICHAEL L.
	ESKEW
1F.	TO ELECT MEMBER TO THE BOARD OF DIRECTORS,	Management	For	For
	EACH FOR A TERM OF ONE YEAR: HERBERT L.
	HENKEL
1G.	TO ELECT MEMBER TO THE BOARD OF DIRECTORS,	Management	For	For
	EACH FOR A TERM OF ONE YEAR: MUHTAR KENT
1H.	TO ELECT MEMBER TO THE BOARD OF DIRECTORS,	Management	For	For
	EACH FOR A TERM OF ONE YEAR: EDWARD M.
	LIDDY
1I.	TO ELECT MEMBER TO THE BOARD OF DIRECTORS,	Management	For	For
	EACH FOR A TERM OF ONE YEAR: GREGORY R.
	PAGE
1J.	TO ELECT MEMBER TO THE BOARD OF DIRECTORS,	Management	For	For
	EACH FOR A TERM OF ONE YEAR: INGE G. THULIN
1K.	TO ELECT MEMBER TO THE BOARD OF DIRECTORS,	Management	For	For
	EACH FOR A TERM OF ONE YEAR: ROBERT J.
	ULRICH
1L.	TO ELECT MEMBER TO THE BOARD OF DIRECTORS,	Management	For	For
	EACH FOR A TERM OF ONE YEAR: PATRICIA A.
	WOERTZ
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.
4.	APPROVAL OF THE 2016 LONG-TERM INCENTIVE	Management	For	For
	PLAN.
5.	STOCKHOLDER PROPOSAL ON SPECIAL MEETINGS.	Shareholder	Against	For
6.	STOCKHOLDER PROPOSAL ON SHARE	Shareholder	Against	For
	REPURCHASE PROGRAM AND EXECUTIVE
	COMPENSATION.

Page 28 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

CIT GROUP INC.
Security	125581801	Meeting Type	Annual
Ticker Symbol	CIT	Meeting Date	10-May-2016
ISIN	US1255818015	Agenda	934356393 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: ELLEN R. ALEMANY	Management	For	For
1B.	ELECTION OF DIRECTOR: MICHAEL A. CARPENTER	Management	For	For
1C.	ELECTION OF DIRECTOR: ALAN FRANK	Management	For	For
1D.	ELECTION OF DIRECTOR: WILLIAM M. FREEMAN	Management	For	For
1E.	ELECTION OF DIRECTOR: STEVEN T. MNUCHIN	Management	For	For
1F.	ELECTION OF DIRECTOR: R. BRAD OATES	Management	For	For
1G.	ELECTION OF DIRECTOR: JOHN J. OROS	Management	For	For
1H.	ELECTION OF DIRECTOR: MARIANNE MILLER	Management	For	For
	PARRS
1I.	ELECTION OF DIRECTOR: GERALD ROSENFELD	Management	For	For
1J.	ELECTION OF DIRECTOR: VICE ADMIRAL JOHN R.	Management	For	For
	RYAN, USN (RET.)
1K.	ELECTION OF DIRECTOR: SHEILA A. STAMPS	Management	For	For
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 2016.
3.	TO RECOMMEND, BY NON-BINDING VOTE, THE	Management	For	For
	COMPENSATION OF CIT'S NAMED EXECUTIVE
	OFFICERS.
4.	TO APPROVE THE CIT GROUP INC. 2016 OMNIBUS	Management	For	For
	INCENTIVE PLAN.
5.	TO APPROVE AN AMENDMENT TO THE THIRD	Management	Against	Against
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION OF THE COMPANY TO CHANGE
	THE SHAREHOLDER VOTING REQUIREMENT FOR
	REMOVAL OF DIRECTORS FROM A
	SUPERMAJORITY EQUAL TO 66 2/3% OF
	SHAREHOLDERS AND ONLY FOR CAUSE, TO A
	SIMPLE MAJORITY OF SHAREHOLDERS (MORE
	THAN 50%) WITH OR WITHOUT CAUSE.
6.	TO APPROVE AN AMENDMENT TO THE THIRD	Management	For	For
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION OF THE COMPANY TO REMOVE
	ARTICLE TWELFTH, WHICH IS THE INTERNAL
	REVENUE CODE SECTION 382(L)(5) NET
	OPERATING LOSSES PROVISION.

Page 29 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

KOHL'S CORPORATION
Security	500255104	Meeting Type	Annual
Ticker Symbol	KSS	Meeting Date	11-May-2016
ISIN	US5002551043	Agenda	934354185 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: PETER BONEPARTH	Management	For	For
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: JONAS PRISING	Management	For	For
1F.	ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE	Management	For	For
1G.	ELECTION OF DIRECTOR: FRANK V. SICA	Management	For	For
1H.	ELECTION OF DIRECTOR: STEPHANIE A. STREETER	Management	For	For
1I.	ELECTION OF DIRECTOR: NINA G. VACA	Management	For	For
1J.	ELECTION OF DIRECTOR: STEPHEN E. WATSON	Management	For	For
2.	RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM.
3.	ADVISORY VOTE ON APPROVAL OF NAMED	Management	For	For
	EXECUTIVE OFFICER COMPENSATION.
4.	RE-APPROVE THE MATERIAL TERMS OF THE	Management	For	For
	PERFORMANCE GOALS UNDER KOHL'S ANNUAL
	INCENTIVE PLAN.
5.	RE-APPROVE THE MATERIAL TERMS OF THE	Management	For	For
	PERFORMANCE GOALS UNDER THE KOHL'S
	CORPORATION 2010 LONG-TERM COMPENSATION
	PLAN.
6.	SHAREHOLDER PROPOSAL: RECOVERY OF	Shareholder	Against	For
	UNEARNED MANAGEMENT BONUSES.

APACHE CORPORATION
Security	037411105	Meeting Type	Annual
Ticker Symbol	APA	Meeting Date	12-May-2016
ISIN	US0374111054	Agenda	934348562 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.	ELECTION OF DIRECTOR: ANNELL R. BAY	Management	For	For
2.	ELECTION OF DIRECTOR: JOHN J. CHRISTMANN IV	Management	For	For
3.	ELECTION OF DIRECTOR: CHANSOO JOUNG	Management	For	For
4.	ELECTION OF DIRECTOR: WILLIAM C.	Management	For	For
	MONTGOMERY
5.	RATIFICATION OF ERNST & YOUNG LLP AS	Management	For	For
	APACHE'S INDEPENDENT AUDITORS
6.	ADVISORY VOTE TO APPROVE COMPENSATION OF	Management	Against	Against
	APACHE'S NAMED EXECUTIVE OFFICERS
7.	APPROVAL OF APACHE'S 2016 OMNIBUS	Management	Against	Against
	COMPENSATION PLAN

Page 30 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

DISCOVER FINANCIAL SERVICES
Security	254709108	Meeting Type	Annual
Ticker Symbol	DFS	Meeting Date	12-May-2016
ISIN	US2547091080	Agenda	934355694 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JEFFREY S. ARONIN	Management	For	For
1B.	ELECTION OF DIRECTOR: MARY K. BUSH	Management	For	For
1C.	ELECTION OF DIRECTOR: GREGORY C. CASE	Management	For	For
1D.	ELECTION OF DIRECTOR: CANDACE H. DUNCAN	Management	For	For
1E.	ELECTION OF DIRECTOR: JOSEPH F. EAZOR	Management	For	For
1F.	ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN	Management	For	For
1G.	ELECTION OF DIRECTOR: RICHARD H. LENNY	Management	For	For
1H.	ELECTION OF DIRECTOR: THOMAS G. MAHERAS	Management	For	For
1I.	ELECTION OF DIRECTOR: MICHAEL H. MOSKOW	Management	For	For
1J.	ELECTION OF DIRECTOR: DAVID W. NELMS	Management	For	For
1K.	ELECTION OF DIRECTOR: MARK A. THIERER	Management	For	For
1L.	ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH	Management	For	For
2.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION.
3.	TO RATIFY THE APPOINTMENT OF DELOITTE &	Management	For	For
	TOUCHE LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM.

EMC CORPORATION
Security	268648102	Meeting Type	Annual
Ticker Symbol	EMC	Meeting Date	12-May-2016
ISIN	US2686481027	Agenda	934354630 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: DONALD J. CARTY	Management	For	For
1B.	ELECTION OF DIRECTOR: RANDOLPH L. COWEN	Management	For	For
1C.	ELECTION OF DIRECTOR: JAMES S. DISTASIO	Management	For	For
1D.	ELECTION OF DIRECTOR: JOHN R. EGAN	Management	For	For
1E.	ELECTION OF DIRECTOR: WILLIAM D. GREEN	Management	For	For
1F.	ELECTION OF DIRECTOR: JAMI MISCIK	Management	For	For
1G.	ELECTION OF DIRECTOR: PAUL SAGAN	Management	For	For
1H.	ELECTION OF DIRECTOR: LAURA J. SEN	Management	For	For
1I.	ELECTION OF DIRECTOR: JOSEPH M. TUCCI	Management	For	For
2.	RATIFICATION OF THE SELECTION BY THE AUDIT	Management	For	For
	COMMITTEE OF PRICEWATERHOUSECOOPERS LLP
	AS EMC'S INDEPENDENT AUDITORS FOR THE
	FISCAL YEAR ENDING DECEMBER 31, 2016, AS
	DESCRIBED IN EMC'S PROXY STATEMENT.
3.	ADVISORY APPROVAL OF OUR EXECUTIVE	Management	For	For
	COMPENSATION, AS DESCRIBED IN EMC'S PROXY
	STATEMENT.

Page 31 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

JPMORGAN CHASE & CO.
Security	46625H100	Meeting Type	Annual
Ticker Symbol	JPM	Meeting Date	17-May-2016
ISIN	US46625H1005	Agenda	934367257 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: LINDA B. BAMMANN	Management	For	For
1B.	ELECTION OF DIRECTOR: JAMES A. BELL	Management	For	For
1C.	ELECTION OF DIRECTOR: CRANDALL C. BOWLES	Management	For	For
1D.	ELECTION OF DIRECTOR: STEPHEN B. BURKE	Management	For	For
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. FLYNN	Management	For	For
1H.	ELECTION OF DIRECTOR: LABAN P. JACKSON, JR.	Management	For	For
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. WELDON	Management	For	For
2.	ADVISORY RESOLUTION TO APPROVE EXECUTIVE	Management	Against	Against
	COMPENSATION
3.	RATIFICATION OF INDEPENDENT REGISTERED	Management	For	For
	PUBLIC ACCOUNTING FIRM
4.	INDEPENDENT BOARD CHAIRMAN - REQUIRE AN	Shareholder	Against	For
	INDEPENDENT CHAIR
5.	HOW VOTES ARE COUNTED - COUNT VOTES USING	Shareholder	Against	For
	ONLY FOR AND AGAINST AND IGNORE
	ABSTENTIONS
6.	VESTING FOR GOVERNMENT SERVICE -PROHIBIT	Shareholder	Against	For
	VESTING OF EQUITY-BASED AWARDS FOR SENIOR
	EXECUTIVES DUE TO VOLUNTARY RESIGNATION
	TO ENTER GOVERNMENT SERVICE
7.	APPOINT A STOCKHOLDER VALUE COMMITTEE -	Shareholder	Against	For
	ADDRESS WHETHER DIVESTITURE OF ALL NON-
	CORE BANKING BUSINESS SEGMENTS WOULD
	ENHANCE SHAREHOLDER VALUE
8.	CLAWBACK AMENDMENT - DEFER COMPENSATION	Shareholder	Against	For
	FOR 10 YEARS TO HELP SATISFY ANY MONETARY
	PENALTY ASSOCIATED WITH VIOLATION OF LAW
9.	EXECUTIVE COMPENSATION PHILOSOPHY - ADOPT	Shareholder	Against	For
	A BALANCED EXECUTIVE COMPENSATION
	PHILOSOPHY WITH SOCIAL FACTORS TO IMPROVE
	THE FIRM'S ETHICAL CONDUCT AND PUBLIC
	REPUTATION

HD SUPPLY HOLDINGS, INC.
Security	40416M105	Meeting Type	Annual
Ticker Symbol	HDS	Meeting Date	18-May-2016
ISIN	US40416M1053	Agenda	934355808 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	JOSEPH J. DEANGELO		For	For
	2	PATRICK R. MCNAMEE		For	For
	3	CHARLES W. PEFFER		For	For
2.	TO RATIFY THE BOARD OF DIRECTORS'		Management	For	For
	APPOINTMENT OF PRICEWATERHOUSECOOPERS
	LLP AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	ON JANUARY 29, 2017.
3.	STOCKHOLDER PROPOSAL REGARDING		Shareholder	Against	For
	GREENHOUSE GAS EMISSIONS.

Page 32 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

STATE STREET CORPORATION
Security	857477103	Meeting Type	Annual
Ticker Symbol	STT	Meeting Date	18-May-2016
ISIN	US8574771031	Agenda	934368297 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: K. BURNES	Management	For	For
1B.	ELECTION OF DIRECTOR: P. DE SAINT-AIGNAN	Management	For	For
1C.	ELECTION OF DIRECTOR: L. DUGLE	Management	For	For
1D.	ELECTION OF DIRECTOR: W. FREDA	Management	For	For
1E.	ELECTION OF DIRECTOR: A. FAWCETT	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. SERGEL	Management	For	For
1I.	ELECTION OF DIRECTOR: R. SKATES	Management	For	For
1J.	ELECTION OF DIRECTOR: G. SUMME	Management	For	For
1K.	ELECTION OF DIRECTOR: T. WILSON	Management	For	For
2.	TO APPROVE AN ADVISORY PROPOSAL ON	Management	For	For
	EXECUTIVE COMPENSATION.
3.	TO APPROVE THE 2016 SENIOR EXECUTIVE	Management	For	For
	ANNUAL INCENTIVE PLAN.
4.	TO RATIFY THE SELECTION OF ERNST & YOUNG	Management	For	For
	LLP AS STATE STREET'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
	YEAR ENDING DECEMBER 31, 2016.

AMGEN INC.
Security	031162100	Meeting Type	Annual
Ticker Symbol	AMGN	Meeting Date	19-May-2016
ISIN	US0311621009	Agenda	934360645 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: DR. DAVID BALTIMORE
1B.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: MR. FRANK J. BIONDI, JR.
1C.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: MR. ROBERT A. BRADWAY
1D.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: MR. FRANCOIS DE CARBONNEL
1E.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: MR. ROBERT A. ECKERT
1F.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: MR. GREG C. GARLAND
1G.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: MR. FRED HASSAN
1H.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: DR. REBECCA M. HENDERSON
1I.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: MR. FRANK C. HERRINGER
1J.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: DR. TYLER JACKS
1K.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: MS. JUDITH C. PELHAM
1L.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: DR. RONALD D. SUGAR
1M.	ELECTION OF DIRECTOR FOR A TERM EXPIRING AT	Management	For	For
	2017: DR. R. SANDERS WILLIAMS
2.	TO RATIFY THE SELECTION OF ERNST & YOUNG	Management	For	For
	LLP AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTANTS FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2016.
3.	ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION.	Management	For	For
4.	STOCKHOLDER PROPOSAL TO CHANGE THE VOTING STANDARD APPLICABLE TO NON-BINDING PROPOSALS SUBMITTED BY STOCKHOLDERS.	Shareholder	Against	For

Page 33 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

CVS HEALTH CORPORATION
Security	126650100	Meeting Type	Annual
Ticker Symbol	CVS	Meeting Date	19-May-2016
ISIN	US1266501006	Agenda	934366584 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: RICHARD M. BRACKEN	Management	For	For
1B.	ELECTION OF DIRECTOR: C. DAVID BROWN II	Management	For	For
1C.	ELECTION OF DIRECTOR: ALECIA A.	Management	For	For
	DECOUDREAUX
1D.	ELECTION OF DIRECTOR: NANCY-ANN M. DEPARLE	Management	For	For
1E.	ELECTION OF DIRECTOR: DAVID W. DORMAN	Management	For	For
1F.	ELECTION OF DIRECTOR: ANNE M. FINUCANE	Management	For	For
1G.	ELECTION OF DIRECTOR: LARRY J. MERLO	Management	For	For
1H.	ELECTION OF DIRECTOR: JEAN-PIERRE MILLON	Management	For	For
1I.	ELECTION OF DIRECTOR: RICHARD J. SWIFT	Management	For	For
1J.	ELECTION OF DIRECTOR: WILLIAM C. WELDON	Management	For	For
1K.	ELECTION OF DIRECTOR: TONY L. WHITE	Management	For	For
2.	PROPOSAL TO RATIFY INDEPENDENT PUBLIC	Management	For	For
	ACCOUNTING FIRM FOR 2016.
3.	SAY ON PAY - AN ADVISORY VOTE ON THE	Management	Against	Against
	APPROVAL OF EXECUTIVE COMPENSATION.
4.	STOCKHOLDER PROPOSAL REGARDING A REPORT	Shareholder	For	Against
	ON ALIGNMENT OF CORPORATE VALUES AND
	POLITICAL CONTRIBUTIONS.
5.	STOCKHOLDER PROPOSAL REGARDING A REPORT	Shareholder	Against	For
	ON EXECUTIVE PAY.

INTEL CORPORATION
Security	458140100	Meeting Type	Annual
Ticker Symbol	INTC	Meeting Date	19-May-2016
ISIN	US4581401001	Agenda	934362168 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY	Management	For	For
1B.	ELECTION OF DIRECTOR: ANEEL BHUSRI	Management	For	For
1C.	ELECTION OF DIRECTOR: ANDY D. BRYANT	Management	For	For
1D.	ELECTION OF DIRECTOR: JOHN J. DONAHOE	Management	For	For
1E.	ELECTION OF DIRECTOR: REED E. HUNDT	Management	For	For
1F.	ELECTION OF DIRECTOR: BRIAN M. KRZANICH	Management	For	For
1G.	ELECTION OF DIRECTOR: JAMES D. PLUMMER	Management	For	For
1H.	ELECTION OF DIRECTOR: DAVID S. POTTRUCK	Management	For	For
1I.	ELECTION OF DIRECTOR: FRANK D. YEARY	Management	For	For
1J.	ELECTION OF DIRECTOR: DAVID B. YOFFIE	Management	For	For
2.	RATIFICATION OF SELECTION OF ERNST & YOUNG	Management	For	For
	LLP AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2016
3.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	For	For
	COMPENSATION
4.	STOCKHOLDER PROPOSAL ON IMPLEMENTING	Shareholder	Against	For
	PRINCIPLES ENTITLED "HOLY LAND PRINCIPLES"
5.	STOCKHOLDER PROPOSAL ON WHETHER TO	Shareholder	Against	For
	ALLOW STOCKHOLDERS TO ACT BY WRITTEN
	CONSENT
6.	STOCKHOLDER PROPOSAL ON WHETHER TO	Shareholder	Against	For
	ADOPT AN ALTERNATIVE VOTE COUNTING
	STANDARD

Page 34 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

LUMBER LIQUIDATORS HOLDINGS, INC.
Security	55003T107	Meeting Type	Annual
Ticker Symbol	LL	Meeting Date	23-May-2016
ISIN	US55003T1079	Agenda	934375975 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	W. STEPHEN CANNON		For	For
	2	JOHN M. PRESLEY		For	For
	3	THOMAS D. SULLIVAN		For	For
2.	PROPOSAL 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 DECEMBER 31, 2016.
3.	PROPOSAL TO PROVIDE ADVISORY (NON-BINDING)		Management	For	For
	APPROVAL OF NAMED EXECUTIVE OFFICER
	COMPENSATION.
4.	PROPOSAL TO APPROVE THE AMENDED AND		Management	For	For
	RESTATED LUMBER LIQUIDATORS HOLDINGS, INC.
	2011 EQUITY COMPENSATION PLAN.

CHEVRON CORPORATION
Security	166764100	Meeting Type	Annual
Ticker Symbol	CVX	Meeting Date	25-May-2016
ISIN	US1667641005	Agenda	934375925 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: A.B. CUMMINGS JR.	Management	For	For
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 JR.	Management	For	For
1G.	ELECTION OF DIRECTOR: C.W. MOORMAN IV	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: J.S. WATSON	Management	For	For
2.	RATIFICATION OF APPOINTMENT OF PWC AS	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM
3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION
4.	AMENDMENT TO THE CHEVRON CORPORATION	Management	Against	Against
	NON-EMPLOYEE DIRECTORS' EQUITY
	COMPENSATION AND DEFERRAL PLAN
5.	REPORT ON LOBBYING	Shareholder	For	Against
6.	ADOPT TARGETS TO REDUCE GHG EMISSIONS	Shareholder	Against	For
7.	REPORT ON CLIMATE CHANGE IMPACT	Shareholder	Against	For
	ASSESSMENT
8.	REPORT ON RESERVE REPLACEMENTS	Shareholder	Against	For
9.	ADOPT DIVIDEND POLICY	Shareholder	Against	For
10.	REPORT ON SHALE ENERGY OPERATIONS	Shareholder	Against	For
11.	RECOMMEND INDEPENDENT DIRECTOR WITH	Shareholder	Against	For
	ENVIRONMENTAL EXPERTISE
12.	SET SPECIAL MEETINGS THRESHOLD AT 10%	Shareholder	Against	For

Page 35 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

EXXON MOBIL CORPORATION
Security	30231G102	Meeting Type	Annual
Ticker Symbol	XOM	Meeting Date	25-May-2016
ISIN	US30231G1022	Agenda	934383504 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	M.J. BOSKIN		For	For
	2	P. BRABECK-LETMATHE		For	For
	3	A.F. BRALY		For	For
	4	U.M. BURNS		For	For
	5	L.R. FAULKNER		For	For
	6	J.S. FISHMAN		For	For
	7	H.H. FORE		For	For
	8	K.C. FRAZIER		For	For
	9	D.R. OBERHELMAN		For	For
	10	S.J. PALMISANO		For	For
	11	S.S REINEMUND		For	For
	12	R.W. TILLERSON		For	For
	13	W.C. WELDON		For	For
	14	D.W. WOODS		For	For
2.	RATIFICATION OF INDEPENDENT AUDITORS (PAGE		Management	For	For
	24)
3.	ADVISORY VOTE TO APPROVE EXECUTIVE		Management	Against	Against
	COMPENSATION (PAGE 26)
4.	INDEPENDENT CHAIRMAN (PAGE 56)		Shareholder	Against	For
5.	CLIMATE EXPERT ON BOARD (PAGE 58)		Shareholder	Against	For
6.	HIRE AN INVESTMENT BANK (PAGE 59)		Shareholder	Against	For
7.	PROXY ACCESS BYLAW (PAGE 59)		Shareholder	Against	For
8.	REPORT ON COMPENSATION FOR WOMEN (PAGE		Shareholder	Against	For
	61)
9.	REPORT ON LOBBYING (PAGE 63)		Shareholder	For	Against
10.	INCREASE CAPITAL DISTRIBUTIONS (PAGE 65)		Shareholder	Against	For
11.	POLICY TO LIMIT GLOBAL WARMING TO 2 C (PAGE		Shareholder	Against	For
	67)
12.	REPORT ON IMPACTS OF CLIMATE CHANGE		Shareholder	Against	For
	POLICIES (PAGE 69)
13.	REPORT RESERVE REPLACEMENTS IN BTUS (PAGE		Shareholder	Against	For
	71)
14.	REPORT ON HYDRAULIC FRACTURING (PAGE 72)		Shareholder	Against	For

Page 36 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

PAYPAL HOLDINGS, INC.
Security	70450Y103	Meeting Type	Annual
Ticker Symbol	PYPL	Meeting Date	25-May-2016
ISIN	US70450Y1038	Agenda	934381726 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: WENCES CASARES	Management	For	For
1B.	ELECTION OF DIRECTOR: JONATHAN	Management	For	For
	CHRISTODORO
1C.	ELECTION OF DIRECTOR: JOHN J. DONAHOE	Management	For	For
1D.	ELECTION OF DIRECTOR: DAVID W. DORMAN	Management	For	For
1E.	ELECTION OF DIRECTOR: GAIL J. MCGOVERN	Management	For	For
1F.	ELECTION OF DIRECTOR: DAVID M. MOFFETT	Management	For	For
1G.	ELECTION OF DIRECTOR: PIERRE M. OMIDYAR	Management	For	For
1H.	ELECTION OF DIRECTOR: DANIEL H. SCHULMAN	Management	For	For
1I.	ELECTION OF DIRECTOR: FRANK D. YEARY	Management	For	For
2.	ADVISORY VOTE TO APPROVE THE	Management	Against	Against
	COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.
3.	ADVISORY VOTE TO APPROVE THE FREQUENCY OF	Management	1 Year	For
	OUR FUTURE STOCKHOLDER ADVISORY VOTES
	APPROVING THE COMPENSATION OF OUR NAMED
	EXECUTIVE OFFICERS.
4.	APPROVAL OF THE AMENDMENT AND	Management	Against	Against
	RESTATEMENT OF OUR 2015 EQUITY INCENTIVE
	AWARD PLAN.
5.	APPROVAL OF THE AMENDMENT AND	Management	Against	Against
	RESTATEMENT OF THE PAYPAL EMPLOYEE
	INCENTIVE PLAN.
6.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT AUDITOR FOR 2016.

BAXALTA INCORPORATED
Security	07177M103	Meeting Type	Special
Ticker Symbol	BXLT	Meeting Date	27-May-2016
ISIN	US07177M1036	Agenda	934402986 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.	ADOPTION OF THE MERGER AGREEMENT.	Management	For	For
	PROPOSAL TO ADOPT THE AGREEMENT AND PLAN
	OF MERGER, DATED AS OF JANUARY 11, 2016, BY
	AND AMONG BAXALTA INCORPORATED, SHIRE PLC
	AND BEARTRACKS, INC.
2.	ADVISORY VOTE ON MERGER-RELATED	Management	Against	Against
	COMPENSATION FOR BAXALTA'S NAMED
	EXECUTIVE OFFICERS. PROPOSAL TO APPROVE,
	ON A NON-BINDING ADVISORY BASIS,
	COMPENSATION THAT MAY BE PAID OR BECOME
	PAYABLE TO BAXALTA'S NAMED EXECUTIVE
	OFFICERS THAT IS BASED ON OR OTHERWISE
	RELATES TO THE MERGER.
3.	ADJOURNMENT OF THE SPECIAL MEETING OF	Management	For	For
	BAXALTA. PROPOSAL TO APPROVE ANY MOTION
	TO ADJOURN THE SPECIAL MEETING, OR ANY
	ADJOURNMENTS THEREOF, TO ANOTHER TIME OR
	PLACE, IF NECESSARY OR APPROPRIATE, TO
	SOLICIT ADDITIONAL PROXIES IF THERE ARE
	INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
	MEETING TO ADOPT THE MERGER AGREEMENT.

Page 37 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

ZIONS BANCORPORATION
Security	989701107	Meeting Type	Annual
Ticker Symbol	ZION	Meeting Date	27-May-2016
ISIN	US9897011071	Agenda	934373820 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JERRY C. ATKIN	Management	For	For
1B.	ELECTION OF DIRECTOR: PATRICIA FROBES	Management	For	For
1C.	ELECTION OF DIRECTOR: SUREN K. GUPTA	Management	For	For
1D.	ELECTION OF DIRECTOR: J. DAVID HEANEY	Management	For	For
1E.	ELECTION OF DIRECTOR: VIVIAN S. LEE	Management	For	For
1F.	ELECTION OF DIRECTOR: EDWARD F. MURPHY	Management	For	For
1G.	ELECTION OF DIRECTOR: ROGER B. PORTER	Management	For	For
1H.	ELECTION OF DIRECTOR: STEPHEN D. QUINN	Management	For	For
1I.	ELECTION OF DIRECTOR: HARRIS H. SIMMONS	Management	For	For
1J.	ELECTION OF DIRECTOR: L.E. SIMMONS	Management	For	For
1K.	ELECTION OF DIRECTOR: SHELLEY THOMAS	Management	For	For
	WILLIAMS
2.	RATIFICATION OF THE APPOINTMENT OF ERNST &	Management	For	For
	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 BASIS,	Management	For	For
	OF THE COMPENSATION PAID TO THE COMPANY'S
	NAMED EXECUTIVE OFFICERS WITH RESPECT TO
	THE FISCAL YEAR ENDED DECEMBER 31, 2015.
4.	APPROVAL OF THE COMPANY'S 2017 MANAGEMENT	Management	For	For
	INCENTIVE PLAN TO PRESERVE TAX
	DEDUCTIBILITY OF AWARDS UNDER THE PLAN.
5.	THAT THE SHAREHOLDERS REQUEST THE BOARD	Shareholder	Against	For
	OF DIRECTORS TO ESTABLISH A POLICY
	REQUIRING THAT THE BOARD'S CHAIRMAN BE AN
	"INDEPENDENT" DIRECTOR.

INGERSOLL-RAND PLC
Security	G47791101	Meeting Type	Annual
Ticker Symbol	IR	Meeting Date	02-Jun-2016
ISIN	IE00B6330302	Agenda	934393101 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
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. HORNER	Management	For	For
1G.	ELECTION OF DIRECTOR: LINDA P. HUDSON	Management	For	For
1H.	ELECTION OF DIRECTOR: MICHAEL W. LAMACH	Management	For	For
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 COMPENSATION OF	Management	Against	Against
	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 DIRECTORS'	Management	For	For
	EXISTING AUTHORITY TO ISSUE SHARES.
5.	APPROVAL OF THE RENEWAL OF THE DIRECTORS'	Management	For	For
	EXISTING AUTHORITY TO ISSUE SHARES FOR CASH
	WITHOUT FIRST OFFERING SHARES TO EXISTING
	SHAREHOLDERS. (SPECIAL RESOLUTION)
6.	DETERMINATION OF THE PRICE RANGE AT WHICH	Management	For	For
	THE COMPANY CAN RE-ALLOT SHARES THAT IT
	HOLDS AS TREASURY SHARES. (SPECIAL
	RESOLUTION)
7.	APPROVAL OF AMENDMENT OF THE COMPANY'S	Management	For	For
	ARTICLES OF ASSOCIATION TO IMPLEMENT PROXY
	ACCESS. (SPECIAL RESOLUTION)
8A.	APPROVAL OF AMENDMENT TO THE COMPANY'S	Management	For	For
	ARTICLES OF ASSOCIATION TO MAKE CERTAIN
	ADMINISTRATIVE AMENDMENTS IN CONNECTION
	WITH THE COMPANIES ACT 2014. (SPECIAL
	RESOLUTION)
8B.	APPROVAL OF AMENDMENT TO THE COMPANY'S	Management	For	For
	MEMORANDUM OR ASSOCIATION TO MAKE
	CERTAIN ADMINISTRATIVE AMENDMENTS IN
	CONNECTION WITH THE COMPANIES ACT 2014.
	(SPECIAL RESOLUTION)
9A.	APPROVAL OF AMENDMENT TO THE COMPANY'S	Management	For	For
	ARTICLES OF ASSOCIATION TO PROVIDE FOR A
	PLURALITY VOTING STANDARD IN THE EVENT OF A
	CONTESTED ELECTION. (SPECIAL RESOLUTION)
9B.	APPROVAL OF AMENDMENT TO THE COMPANY'S	Management	For	For
	ARTICLES OF ASSOCIATION TO GRANT THE BOARD
	SOLE AUTHORITY TO DETERMINE ITS SIZE.
	(SPECIAL RESOLUTION)

Page 38 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

NXP SEMICONDUCTORS NV.
Security	N6596X109	Meeting Type	Annual
Ticker Symbol	NXPI	Meeting Date	02-Jun-2016
ISIN	NL0009538784	Agenda	934423649 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
2C.	ADOPTION OF THE 2015 STATUTORY ANNUAL	Management	For	For
	ACCOUNTS
2D.	GRANTING DISCHARGE TO THE DIRECTORS FOR	Management	For	For
	THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR
	2015
3A.	PROPOSAL TO RE-APPOINT MR. RICHARD L.	Management	For	For
	CLEMMER AS EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3B.	PROPOSAL TO RE-APPOINT SIR PETER BONFIELD	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3C.	PROPOSAL TO RE-APPOINT MR. JOHANNES P.	Management	For	For
	HUTH AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3D.	PROPOSAL TO RE-APPOINT MR. KENNETH A.	Management	For	For
	GOLDMAN AS NON-EXECUTIVE DIRECTOR WITH
	EFFECT FROM JUNE 2, 2016
3E.	PROPOSAL TO RE-APPOINT DR. MARION HELMES	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3F.	PROPOSAL TO RE-APPOINT MR. JOSEPH KAESER	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3G.	PROPOSAL TO RE-APPOINT MR. IAN LORING AS	Management	For	For
	NON-EXECUTIVE DIRECTOR WITH EFFECT FROM
	JUNE 2, 2016
3H.	PROPOSAL TO RE-APPOINT MR. ERIC MEURICE AS	Management	For	For
	NON-EXECUTIVE DIRECTOR WITH EFFECT FROM
	JUNE 2, 2016
3I.	PROPOSAL TO RE-APPOINT MR. PETER SMITHAM	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3J.	PROPOSAL TO RE-APPOINT MS. JULIE SOUTHERN	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3K.	PROPOSAL TO RE-APPOINT MR. GREGORY SUMME	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3L.	PROPOSAL TO APPOINT DR. RICK TSAI AS NON-	Management	For	For
	EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 2,
	2016
4.	PROPOSAL TO DETERMINE THE REMUNERATION	Management	For	For
	OF THE MEMBERS OF THE AUDIT COMMITTEE AND
	THE NOMINATING AND COMPENSATION
	COMMITTEE OF THE BOARD OF DIRECTORS
5A.	AUTHORIZATION OF THE BOARD OF DIRECTORS TO	Management	For	For
	ISSUE SHARES OR GRANT RIGHTS TO ACQUIRE
	SHARES
5B.	AUTHORIZATION OF THE BOARD OF DIRECTORS TO	Management	For	For
	RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS
6.	AUTHORIZATION OF THE BOARD OF DIRECTORS TO	Management	For	For
	REPURCHASE SHARES IN THE COMPANY'S CAPITAL
7.	AUTHORIZATION TO CANCEL REPURCHASED	Management	For	For
	SHARES IN THE COMPANY'S CAPITAL

Page 39 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

WAL-MART STORES, INC.
Security	931142103	Meeting Type	Annual
Ticker Symbol	WMT	Meeting Date	03-Jun-2016
ISIN	US9311421039	Agenda	934394785 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JAMES I. CASH, JR.	Management	For	For
1B.	ELECTION OF DIRECTOR: PAMELA J. CRAIG	Management	For	For
1C.	ELECTION OF DIRECTOR: TIMOTHY P. FLYNN	Management	For	For
1D.	ELECTION OF DIRECTOR: THOMAS W. HORTON	Management	For	For
1E.	ELECTION OF DIRECTOR: MARISSA A. MAYER	Management	For	For
1F.	ELECTION OF DIRECTOR: C. DOUGLAS MCMILLON	Management	For	For
1G.	ELECTION OF DIRECTOR: GREGORY B. PENNER	Management	For	For
1H.	ELECTION OF DIRECTOR: STEVEN S REINEMUND	Management	For	For
1I.	ELECTION OF DIRECTOR: KEVIN Y. SYSTROM	Management	For	For
1J.	ELECTION OF DIRECTOR: S. ROBSON WALTON	Management	For	For
1K.	ELECTION OF DIRECTOR: STEUART L. WALTON	Management	For	For
1L.	ELECTION OF DIRECTOR: LINDA S. WOLF	Management	For	For
2.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION
3.	APPROVAL OF THE WAL-MART STORES, INC. 2016	Management	For	For
	ASSOCIATE STOCK PURCHASE PLAN
4.	RATIFICATION OF ERNST & YOUNG LLP AS	Management	For	For
	INDEPENDENT ACCOUNTANTS
5.	REQUEST TO ADOPT AN INDEPENDENT CHAIRMAN	Shareholder	Against	For
	POLICY
6.	REQUEST FOR ANNUAL REPORT REGARDING	Shareholder	Against	For
	INCENTIVE COMPENSATION PLANS
7.	REQUEST FOR REPORT REGARDING CRITERIA FOR	Shareholder	Against	For
	OPERATING IN HIGH- RISK REGIONS

ALLIANCE DATA SYSTEMS CORPORATION
Security	018581108	Meeting Type	Annual
Ticker Symbol	ADS	Meeting Date	07-Jun-2016
ISIN	US0185811082	Agenda	934395307 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.1	ELECTION OF DIRECTOR: BRUCE K. ANDERSON	Management	For	For
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, JR.	Management	For	For
1.5	ELECTION OF DIRECTOR: EDWARD J. HEFFERNAN	Management	For	For
1.6	ELECTION OF DIRECTOR: KENNETH R. JENSEN	Management	For	For
1.7	ELECTION OF DIRECTOR: ROBERT A. MINICUCCI	Management	For	For
1.8	ELECTION OF DIRECTOR: LAURIE A. TUCKER	Management	For	For
2.	ADVISORY APPROVAL OF EXECUTIVE	Management	For	For
	COMPENSATION.
3.	TO AMEND THE CERTIFICATE OF INCORPORATION	Management	For	For
	OF ALLIANCE DATA SYSTEMS CORPORATION TO
	ELIMINATE RESTRICTIONS ON REMOVAL OF
	DIRECTORS.
4.	TO RATIFY THE SELECTION OF DELOITTE &	Management	For	For
	TOUCHE LLP AS THE INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM OF ALLIANCE DATA
	SYSTEMS CORPORATION FOR 2016.

Page 40 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

ALPHABET INC
Security	02079K305	Meeting Type	Annual
Ticker Symbol	GOOGL	Meeting Date	08-Jun-2016
ISIN	US02079K3059	Agenda	934406667 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
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 OF		Management	For	For
	ERNST & YOUNG LLP AS ALPHABET'S
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR THE FISCAL YEAR ENDING DECEMBER
	31, 2016.
3.	THE APPROVAL OF AMENDMENTS TO ALPHABET'S		Management	For	For
	2012 STOCK PLAN TO ...(DUE TO SPACE LIMITS, SEE
	PROXY STATEMENT FOR FULL PROPOSAL).
4.	THE APPROVAL OF AN AMENDMENT TO THE		Management	For	For
	FOURTH AMENDED AND RESTATED CERTIFICATE
	OF INCORPORATION OF GOOGLE INC., ALPHABET'S
	WHOLLY OWNED SUBSIDIARY, TO REMOVE A
	PROVISION THAT REQUIRES THE VOTE OF THE
	STOCKHOLDERS OF ALPHABET, IN ADDITION TO
	THE VOTE OF ALPHABET (AS SOLE
	STOCKHOLDER), IN ORDER FOR GOOGLE TO TAKE
	CERTAIN ACTIONS.
5.	A STOCKHOLDER PROPOSAL REGARDING EQUAL		Shareholder	Against	For
	SHAREHOLDER VOTING, IF PROPERLY PRESENTED
	AT THE MEETING.
6.	A STOCKHOLDER PROPOSAL REGARDING A		Shareholder	Against	For
	LOBBYING REPORT, IF PROPERLY PRESENTED AT
	THE MEETING.
7.	A STOCKHOLDER PROPOSAL REGARDING A		Shareholder	Against	For
	POLITICAL CONTRIBUTIONS REPORT, IF PROPERLY
	PRESENTED AT THE MEETING.
8.	A STOCKHOLDER PROPOSAL REGARDING THE		Shareholder	Against	For
	ADOPTION OF A MAJORITY VOTE STANDARD FOR
	THE ELECTION OF DIRECTORS, IF PROPERLY
	PRESENTED AT THE MEETING.
9.	A STOCKHOLDER PROPOSAL REGARDING AN		Shareholder	Against	For
	INDEPENDENT CHAIRMAN OF THE BOARD POLICY,
	IF PROPERLY PRESENTED AT THE MEETING.
10.	A STOCKHOLDER PROPOSAL REGARDING A		Shareholder	Against	For
	REPORT ON GENDER PAY, IF PROPERLY
	PRESENTED AT THE MEETING.

Page 41 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

DEVON ENERGY CORPORATION
Security	25179M103	Meeting Type	Annual
Ticker Symbol	DVN	Meeting Date	08-Jun-2016
ISIN	US25179M1036	Agenda	934400071 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	BARBARA M. BAUMANN		For	For
	2	JOHN E. BETHANCOURT		For	For
	3	DAVID A. HAGER		For	For
	4	ROBERT H. HENRY		For	For
	5	MICHAEL M. KANOVSKY		For	For
	6	ROBERT A. MOSBACHER, JR		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	For	For
	COMPENSATION.
3.	RATIFY THE APPOINTMENT OF THE COMPANY'S		Management	For	For
	INDEPENDENT AUDITORS FOR 2016.
4.	REPORT ON LOBBYING ACTIVITIES RELATED TO		Shareholder	Against	For
	ENERGY POLICY AND CLIMATE CHANGE.
5.	REPORT ON THE IMPACT OF POTENTIAL CLIMATE		Shareholder	Against	For
	CHANGE POLICIES.
6.	REPORT DISCLOSING LOBBYING POLICY AND		Shareholder	For	Against
	ACTIVITY.
7.	REMOVE RESERVE ADDITION METRICS FROM THE		Shareholder	For	Against
	DETERMINATION OF EXECUTIVE INCENTIVE
	COMPENSATION.

Page 42 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

FREEPORT-MCMORAN INC.
Security	35671D857	Meeting Type	Annual
Ticker Symbol	FCX	Meeting Date	08-Jun-2016
ISIN	US35671D8570	Agenda	934403825 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	RICHARD C. ADKERSON		For	For
	2	GERALD J. FORD		For	For
	3	LYDIA H. KENNARD		For	For
	4	ANDREW LANGHAM		For	For
	5	JON C. MADONNA		For	For
	6	COURTNEY MATHER		For	For
	7	DUSTAN E. MCCOY		For	For
	8	FRANCES FRAGOS TOWNSEND		For	For
2.	RATIFICATION OF THE APPOINTMENT OF ERNST &		Management	For	For
	YOUNG LLP AS OUR INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2016.
3.	APPROVAL, ON AN ADVISORY BASIS, OF THE		Management	For	For
	COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.
4.	APPROVAL OF AN AMENDMENT TO OUR AMENDED		Management	For	For
	AND RESTATED BY-LAWS TO IMPLEMENT
	STOCKHOLDER PROXY ACCESS.
5.	APPROVAL OF AN AMENDMENT TO OUR AMENDED		Management	Against	Against
	AND RESTATED CERTIFICATE OF INCORPORATION
	TO INCREASE THE NUMBER OF AUTHORIZED
	SHARES OF COMMON STOCK TO 3,000,000,000.
6.	APPROVAL OF AN AMENDMENT TO OUR AMENDED		Management	For	For
	AND RESTATED CERTIFICATE OF INCORPORATION
	TO CLARIFY THAT ANY DIRECTOR MAY BE
	REMOVED WITH OR WITHOUT CAUSE.
7.	APPROVAL OF THE ADOPTION OF THE FREEPORT-		Management	For	For
	MCMORAN INC. 2016 STOCK INCENTIVE PLAN.
8.	STOCKHOLDER PROPOSAL REQUESTING A		Shareholder	Against	For
	REPORT ON THE COMPANY'S ENHANCED OIL
	RECOVERY OPERATIONS.

TARGET CORPORATION
Security	87612E106	Meeting Type	Annual
Ticker Symbol	TGT	Meeting Date	08-Jun-2016
ISIN	US87612E1064	Agenda	934399343 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: ROXANNE S. AUSTIN	Management	For	For
1B.	ELECTION OF DIRECTOR: DOUGLAS M. BAKER, JR.	Management	For	For
1C.	ELECTION OF DIRECTOR: BRIAN C. CORNELL	Management	For	For
1D.	ELECTION OF DIRECTOR: CALVIN DARDEN	Management	For	For
1E.	ELECTION OF DIRECTOR: HENRIQUE DE CASTRO	Management	For	For
1F.	ELECTION OF DIRECTOR: ROBERT L. EDWARDS	Management	For	For
1G.	ELECTION OF DIRECTOR: MELANIE L. HEALEY	Management	For	For
1H.	ELECTION OF DIRECTOR: DONALD R. KNAUSS	Management	For	For
1I.	ELECTION OF DIRECTOR: MONICA C. LOZANO	Management	For	For
1J.	ELECTION OF DIRECTOR: MARY E. MINNICK	Management	For	For
1K.	ELECTION OF DIRECTOR: ANNE M. MULCAHY	Management	For	For
1L.	ELECTION OF DIRECTOR: DERICA W. RICE	Management	For	For
1M.	ELECTION OF DIRECTOR: KENNETH L. SALAZAR	Management	For	For
1N.	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.	SHAREHOLDER PROPOSAL TO REPORT ON	Shareholder	Against	For
	CRITERIA FOR SELECTING COUNTRIES FOR
	OPERATIONS.

Page 43 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

CELGENE CORPORATION
Security	151020104	Meeting Type	Annual
Ticker Symbol	CELG	Meeting Date	15-Jun-2016
ISIN	US1510201049	Agenda	934403419 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	ROBERT J. HUGIN		For	For
	2	MARK J. ALLES		For	For
	3	RICHARD W BARKER D PHIL		For	For
	4	MICHAEL W. BONNEY		For	For
	5	MICHAEL D. CASEY		For	For
	6	CARRIE S. COX		For	For
	7	JACQUALYN A. FOUSE, PHD		For	For
	8	MICHAEL A. FRIEDMAN, MD		For	For
	9	JULIA A. HALLER, M.D.		For	For
	10	GILLA S. KAPLAN, PH.D.		For	For
	11	JAMES J. LOUGHLIN		For	For
	12	ERNEST MARIO, PH.D.		For	For
2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP		Management	For	For
	AS THE COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2016.
3.	APPROVAL OF AN AMENDMENT TO THE		Management	Against	Against
	COMPANY'S 2008 STOCK INCENTIVE PLAN.
4.	APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE		Management	For	For
	COMPENSATION OF THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.
5.	RATIFICATION OF AN AMENDMENT TO THE		Management	For	For
	COMPANY'S BY-LAWS.
6.	STOCKHOLDER PROPOSAL TO REQUEST A BY-LAW		Shareholder	Against	For
	PROVISION GRANTING STOCKHOLDERS THE RIGHT
	TO CALL SPECIAL MEETINGS, DESCRIBED IN MORE
	DETAIL IN THE PROXY STATEMENT.
7.	STOCKHOLDER PROPOSAL TO REQUEST A PROXY		Shareholder	Against	For
	ACCESS BY-LAW PROVISION, DESCRIBED IN MORE
	DETAIL IN THE PROXY STATEMENT.

MAXWELL TECHNOLOGIES, INC.
Security	577767106	Meeting Type	Annual
Ticker Symbol	MXWL	Meeting Date	15-Jun-2016
ISIN	US5777671067	Agenda	934402455 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	BURKHARD GOESCHEL		For	For
	2	DAVID SCHLOTTERBECK		For	For
2.	RATIFICATION OF THE APPOINTMENT OF BDO USA,		Management	For	For
	LLP AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2016.
3.	TO APPROVE AN AMENDMENT TO THE COMPANY'S		Management	Against	Against
	RESTATED CERTIFICATE OF INCORPORATION TO
	INCREASE THE TOTAL NUMBER OF AUTHORIZED
	SHARES OF COMMON STOCK FROM 40,000,000
	SHARES TO 80,000,000 SHARES.
4.	TO APPROVE AN AMENDMENT TO THE COMPANY'S		Management	For	For
	RESTATED CERTIFICATION OF INCORPORATION TO
	DECLASSIFY THE BOARD OF DIRECTORS AND TO
	PROVIDE THAT DIRECTORS MAY BE REMOVED
	WITH OR WITHOUT CAUSE.
5.	TO APPROVE AN INCREASE IN THE NUMBER OF		Management	For	For
	SHARES OF COMMON STOCK RESERVED FOR
	ISSUANCE UNDER THE 2013 OMNIBUS EQUITY
	INCENTIVE PLAN BY 2,400,000 SHARES.
6.	TO APPROVE, ON AN ADVISORY BASIS, OUR		Management	For	For
	NAMED EXECUTIVE OFFICER COMPENSATION.

Page 44 of 45

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

TIME WARNER INC.
Security	887317303	Meeting Type	Annual
Ticker Symbol	TWX	Meeting Date	17-Jun-2016
ISIN	US8873173038	Agenda	934408382 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JAMES L. BARKSDALE	Management	For	For
1B.	ELECTION OF DIRECTOR: WILLIAM P. BARR	Management	For	For
1C.	ELECTION OF DIRECTOR: JEFFREY L. BEWKES	Management	For	For
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 DOPFNER	Management	For	For
1G.	ELECTION OF DIRECTOR: JESSICA P. EINHORN	Management	For	For
1H.	ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ	Management	For	For
1I.	ELECTION OF DIRECTOR: FRED HASSAN	Management	For	For
1J.	ELECTION OF DIRECTOR: PAUL D. WACHTER	Management	For	For
1K.	ELECTION OF DIRECTOR: DEBORAH C. WRIGHT	Management	For	For
2.	RATIFICATION OF APPOINTMENT OF INDEPENDENT	Management	For	For
	AUDITOR.
3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	Against	Against
	OFFICER COMPENSATION.

Page 45 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

BED BATH & BEYOND INC.
Security	075896100	Meeting Type	Annual
Ticker Symbol	BBBY	Meeting Date	02-Jul-2015
ISIN	US0758961009	Agenda	934240297 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: WARREN EISENBERG	Management	For	For
1B.	ELECTION OF DIRECTOR: LEONARD FEINSTEIN	Management	For	For
1C.	ELECTION OF DIRECTOR: STEVEN H. TEMARES	Management	For	For
1D.	ELECTION OF DIRECTOR: DEAN S. ADLER	Management	For	For
1E.	ELECTION OF DIRECTOR: STANLEY F. BARSHAY	Management	For	For
1F.	ELECTION OF DIRECTOR: GERALDINE T. ELLIOTT	Management	For	For
1G.	ELECTION OF DIRECTOR: KLAUS EPPLER	Management	For	For
1H.	ELECTION OF DIRECTOR: PATRICK R. GASTON	Management	For	For
1I.	ELECTION OF DIRECTOR: JORDAN HELLER	Management	For	For
1J.	ELECTION OF DIRECTOR: VICTORIA A. MORRISON	Management	For	For
2.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP.	Management	For	For
3.	TO APPROVE, BY NON-BINDING VOTE, THE 2014 COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.	Management	Against	Against

NXP SEMICONDUCTORS NV.
Security	N6596X109	Meeting Type	Special
Ticker Symbol	NXPI	Meeting Date	02-Jul-2015
ISIN	NL0009538784	Agenda	934248700 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1	A) THE PROPOSAL TO APPROVE (WITHIN THE MEANING OF ARTICLE 2:107A OF THE DUTCH CIVIL CODE) THE COMPLETION BY NXP OF THE MERGER (THE "MERGER") OF NIMBLE ACQUISITION LIMITED, A WHOLLY-OWNED, INDIRECT SUBSIDIARY OF NXP ("MERGER SUB"), WITH AND INTO FREESCALE SEMICONDUCTOR, LTD. ("FREESCALE"), WITH FREESCALE SURVIVING THE MERGER AS A WHOLLY-OWNED, INDIRECT SUBSIDIARY OF NXP AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER (THE "MERGER AGREEMENT"), DATED AS OF ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)	Management	For	For
2A	THE PROPOSAL TO APPOINT GREGORY L. SUMME AS NON-EXECUTIVE DIRECTOR OF NXP, EFFECTIVE AS OF THE EFFECTIVE TIME OF THE MERGER AND FOR A TERM ENDING AT THE CLOSE OF THE FIRST NXP ANNUAL GENERAL MEETING HELD AFTER SUCH EFFECTIVE TIME.	Management	For	For
2B	THE PROPOSAL TO APPOINT PETER SMITHAM AS NON-EXECUTIVE DIRECTOR OF NXP, EFFECTIVE AS OF THE EFFECTIVE TIME OF THE MERGER AND FOR A TERM ENDING AT THE CLOSE OF THE FIRST NXP ANNUAL GENERAL MEETING HELD AFTER SUCH EFFECTIVE TIME.	Management	For	For

Page 1 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

CATAMARAN CORPORATION
Security	148887102	Meeting Type	Special
Ticker Symbol	CTRX	Meeting Date	14-Jul-2015
ISIN	CA1488871023	Agenda	934250553 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.	TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE THE SPECIAL RESOLUTION SET FORTH IN THE PROXY CIRCULAR AND PROXY STATEMENT (THE "ARRANGEMENT RESOLUTION") APPROVING AN ARRANGEMENT UNDER SECTION 195 OF THE BUSINESS CORPORATIONS ACT (YUKON) (THE "ARRANGEMENT"), CONTEMPLATED BY THE ARRANGEMENT AGREEMENT, DATED AS OF MARCH 29, 2015, BY AND AMONG CATAMARAN CORPORATION ("CATAMARAN"), UNITEDHEALTH GROUP INCORPORATED, A CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA, USA (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).	Management	For	For
2.	TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, CERTAIN COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO CATAMARAN'S NAMED EXECUTIVE OFFICERS THAT IS BASED ON OR OTHERWISE RELATES TO THE ARRANGEMENT.	Management	Against	Against
3.	TO CONSIDER AND VOTE ON A PROPOSAL TO ADJOURN THE SPECIAL MEETING TO ANOTHER PLACE, DATE OR TIME IF NECESSARY OR APPROPRIATE, TO THE EXTENT PERMITTED BY THE ARRANGEMENT AGREEMENT, INCLUDING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE ARRANGEMENT RESOLUTION IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE ARRANGEMENT RESOLUTION.	Management	For	For

NIMBLE STORAGE, INC.
Security	65440R101	Meeting Type	Annual
Ticker Symbol	NMBL	Meeting Date	16-Jul-2015
ISIN	US65440R1014	Agenda	934243205 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	JAMES J. GOETZ		For	For
	2	WILLIAM D. JENKINS, JR.		For	For
	3	PING LI		For	For
2.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2016.		Management	For	For

EXACT SCIENCES CORPORATION
Security	30063P105	Meeting Type	Annual
Ticker Symbol	EXAS	Meeting Date	23-Jul-2015
ISIN	US30063P1057	Agenda	934251581 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	THOMAS D. CAREY		For	For
	2	DANIEL J. LEVANGIE		For	For
	3	MICHAEL S. WYZGA		For	For
2.	PROPOSAL TO APPROVE ON AN ADVISORY BASIS THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.		Management	For	For
3.	PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE 2010 OMNIBUS LONG-TERM INCENTIVE PLAN, WHICH WOULD INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER BY 8,360,000, AMONG OTHER CHANGES DESCRIBED IN THE PROXY STATEMENT; AND THE RE-APPROVAL OF INDIVIDUAL AWARD LIMITS AND PERFORMANCE MEASURES (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)		Management	Against	Against
4.	PROPOSAL TO RATIFY THE SELECTION OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015.		Management	For	For

Page 2 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

FLUIDIGM CORPORATION
Security	34385P108	Meeting Type	Annual
Ticker Symbol	FLDM	Meeting Date	29-Jul-2015
ISIN	US34385P1084	Agenda	934255820 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	JOHN A. YOUNG		For	For
	2	GERHARD F. BURBACH		For	For
2.	TO APPROVE OUR EXECUTIVE COMPENSATION PROGRAM FOR THE YEAR ENDED DECEMBER 31, 2014, ON AN ADVISORY (NON-BINDING) BASIS.		Management	For	For
3.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015.		Management	For	For

MCKESSON CORPORATION
Security	58155Q103	Meeting Type	Annual
Ticker Symbol	MCK	Meeting Date	29-Jul-2015
ISIN	US58155Q1031	Agenda	934251531 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: ANDY D. BRYANT	Management	For	For
1B.	ELECTION OF DIRECTOR: WAYNE A. BUDD	Management	For	For
1C.	ELECTION OF DIRECTOR: N. ANTHONY COLES, M.D.	Management	For	For
1D.	ELECTION OF DIRECTOR: JOHN H. HAMMERGREN	Management	For	For
1E.	ELECTION OF DIRECTOR: ALTON F. IRBY III	Management	For	For
1F.	ELECTION OF DIRECTOR: M. CHRISTINE JACOBS	Management	For	For
1G.	ELECTION OF DIRECTOR: DONALD R. KNAUSS	Management	For	For
1H.	ELECTION OF DIRECTOR: MARIE L. KNOWLES	Management	For	For
1I.	ELECTION OF DIRECTOR: DAVID M. LAWRENCE,	Management	For	For
	M.D.
1J.	ELECTION OF DIRECTOR: EDWARD A. MUELLER	Management	For	For
1K.	ELECTION OF DIRECTOR: SUSAN R. SALKA	Management	For	For
2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2016.	Management	For	For
3.	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Management	Against	Against
4.	REAPPROVAL OF PERFORMANCE MEASURES AVAILABLE FOR PERFORMANCE-BASED AWARDS UNDER THE COMPANY'S MANAGEMENT INCENTIVE PLAN.	Management	Against	Against
5.	APPROVAL OF AMENDMENTS TO AMENDED AND RESTATED BY-LAWS TO PERMIT SHAREHOLDER PROXY ACCESS.	Management	For	For
6.	SHAREHOLDER PROPOSAL ON DISCLOSURE OF POLITICAL CONTRIBUTIONS AND EXPENDITURES.	Shareholder	For	Against
7.	SHAREHOLDER PROPOSAL ON ACCELERATED VESTING OF EQUITY AWARDS.	Shareholder	Against	For

Page 3 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

CHUY'S HOLDINGS, INC.
Security	171604101	Meeting Type	Annual
Ticker Symbol	CHUY	Meeting Date	30-Jul-2015
ISIN	US1716041017	Agenda	934246871 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	STARLETTE JOHNSON		For	For
	2	DOUG SCHMICK		For	For
	3	MICHAEL YOUNG		For	For
2.	TO RATIFY THE APPOINTMENT OF MCGLADREY LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015.		Management	For	For

JAZZ PHARMACEUTICALS PLC
Security	G50871105	Meeting Type	Annual
Ticker Symbol	JAZZ	Meeting Date	30-Jul-2015
ISIN	IE00B4Q5ZN47	Agenda	934246908 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: PETER GRAY	Management	For	For
1B.	ELECTION OF DIRECTOR: KENNETH W. O'KEEFE	Management	For	For
1C.	ELECTION OF DIRECTOR: ELMAR SCHNEE	Management	For	For
1D.	ELECTION OF DIRECTOR: CATHERINE A. SOHN	Management	For	For
2.	TO APPROVE THE APPOINTMENT OF KPMG AS THE INDEPENDENT AUDITORS OF JAZZ PHARMACEUTICALS PLC FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 AND TO AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO DETERMINE THE AUDITORS' REMUNERATION.	Management	For	For
3.	TO AUTHORIZE JAZZ PHARMACEUTICALS PLC AND/OR ANY SUBSIDIARY OF JAZZ PHARMACEUTICALS PLC TO MAKE MARKET PURCHASES OF JAZZ PHARMACEUTICALS PLC'S ORDINARY SHARES.	Management	For	For
4.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF JAZZ PHARMACEUTICALS PLC'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT.	Management	For	For

MICHAEL KORS HOLDINGS LIMITED
Security	G60754101	Meeting Type	Annual
Ticker Symbol	KORS	Meeting Date	30-Jul-2015
ISIN	VGG607541015	Agenda	934248863 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: M. WILLIAM BENEDETTO	Management	For	For
1B.	ELECTION OF DIRECTOR: STEPHEN REITMAN	Management	For	For
1C.	ELECTION OF DIRECTOR: JEAN TOMLIN	Management	For	For
2.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL 2, 2016.	Management	For	For
3.	TO APPROVE, ON A NON-BINDING ADVISORY BASIS, EXECUTIVE COMPENSATION.	Management	Against	Against
4.	TO APPROVE THE MICHAEL KORS HOLDINGS LIMITED AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN.	Management	For	For

Page 4 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

THE J. M. SMUCKER COMPANY
Security	832696405	Meeting Type	Annual
Ticker Symbol	SJM	Meeting Date	12-Aug-2015
ISIN	US8326964058	Agenda	934254878 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: VINCENT C. BYRD	Management	For	For
1B.	ELECTION OF DIRECTOR: PAUL J. DOLAN	Management	For	For
1C.	ELECTION OF DIRECTOR: NANCY LOPEZ KNIGHT	Management	For	For
1D.	ELECTION OF DIRECTOR: ELIZABETH VALK LONG	Management	For	For
1E.	ELECTION OF DIRECTOR: GARY A. OATEY	Management	For	For
1F.	ELECTION OF DIRECTOR: SANDRA PIANALTO	Management	For	For
1G.	ELECTION OF DIRECTOR: ALEX SHUMATE	Management	For	For
1H.	ELECTION OF DIRECTOR: MARK T. SMUCKER	Management	For	For
1I.	ELECTION OF DIRECTOR: TIMOTHY P. SMUCKER	Management	For	For
2.	RATIFICATION OF APPOINTMENT OF ERNST &	Management	For	For
	YOUNG LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
	2016 FISCAL YEAR.
3.	ADVISORY APPROVAL OF THE COMPANY'S	Management	For	For
	EXECUTIVE COMPENSATION.
4.	APPROVAL OF THE J. M. SMUCKER COMPANY 2010	Management	For	For
	EQUITY AND INCENTIVE COMPENSATION PLAN.
5.	SHAREHOLDER PROPOSAL REQUESTING THE	Shareholder	Against	For
	COMPANY ISSUE A REPORT ON RENEWABLE
	ENERGY.

INVENSENSE, INC.
Security	46123D205	Meeting Type	Annual
Ticker Symbol	INVN	Meeting Date	09-Sep-2015
ISIN	US46123D2053	Agenda	934264019 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	JON OLSON		For	For
	2	AMIT SHAH		For	For
	3	YUNBEI "BEN" YU		For	For
2.	ADVISORY SAY-ON-PAY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.		Management	For	For
3.	APPROVAL TO AMEND THE 2013 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR EMPLOYEE PURCHASES BY ONE MILLION SHARES.		Management	For	For
4.	RATIFICATION OF THE SELECTION BY THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING APRIL 3, 2016.		Management	For	For

Page 5 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

PATTERSON COMPANIES, INC.
Security	703395103	Meeting Type	Annual
Ticker Symbol	PDCO	Meeting Date	21-Sep-2015
ISIN	US7033951036	Agenda	934267166 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	SCOTT P. ANDERSON		For	For
	2	JOHN D. BUCK		For	For
	3	JODY H. FERAGEN		For	For
	4	SARENA S. LIN		For	For
	5	ELLEN A. RUDNICK		For	For
	6	NEIL A. SCHRIMSHER		For	For
	7	LES C. VINNEY		For	For
	8	JAMES W. WILTZ		For	For
2.	APPROVAL OF OUR 2015 OMNIBUS INCENTIVE PLAN.		Management	For	For
3.	ADVISORY APPROVAL OF EXECUTIVE COMPENSATION.		Management	For	For
4.	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL 30, 2016.		Management	For	For

TAKE-TWO INTERACTIVE SOFTWARE, INC.
Security	874054109	Meeting Type	Annual
Ticker Symbol	TTWO	Meeting Date	24-Sep-2015
ISIN	US8740541094	Agenda	934266695 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
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, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY'S "NAMED EXECUTIVE OFFICERS" AS DISCLOSED IN THE PROXY STATEMENT.		Management	Against	Against
3.	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2016.		Management	For	For

ALTERA CORPORATION
Security	021441100	Meeting Type	Special
Ticker Symbol	ALTR	Meeting Date	06-Oct-2015
ISIN	US0214411003	Agenda	934273133 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.	TO ADOPT THE AGREEMENT AND PLAN OF	Management	For	For
	MERGER, DATED AS OF MAY 31, 2015, BY AND
	AMONG INTEL CORPORATION, 615 CORPORATION
	AND ALTERA CORPORATION, AS IT MAY BE
	AMENDED FROM TIME TO TIME.
2.	TO APPROVE ANY PROPOSAL TO ADJOURN THE	Management	For	For
	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 AT
	THE TIME OF THE SPECIAL MEETING.
3.	TO APPROVE, BY NON-BINDING, ADVISORY VOTE,	Management	Against	Against
	COMPENSATION THAT WILL OR MAY BECOME
	PAYABLE BY ALTERA CORPORATION TO ITS NAMED
	EXECUTIVE OFFICERS IN CONNECTION WITH THE
	MERGER CONTEMPLATED BY THE MERGER
	AGREEMENT.

Page 6 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

THORATEC CORPORATION
Security	885175307	Meeting Type	Special
Ticker Symbol	THOR	Meeting Date	07-Oct-2015
ISIN	US8851753074	Agenda	934278931 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.	APPROVAL OF THE AGREEMENT AND PLAN OF	Management	For	For
	MERGER, DATED AS OF JULY 21, 2015, BY AND
	AMONG SJM INTERNATIONAL, INC., SPYDER
	MERGER CORPORATION, THORATEC
	CORPORATION, AND, SOLELY WITH RESPECT TO
	SPECIFIED PROVISIONS, ST. JUDE MEDICAL, INC.,
	AND THE MERGER OF SPYDER MERGER
	CORPORATION WITH AND INTO THORATEC ...(DUE
	TO SPACE LIMITS, SEE PROXY STATEMENT FOR
	FULL PROPOSAL)
2.	APPROVAL OF THE ADJOURNMENT OF THE	Management	For	For
	SPECIAL MEETING TO SOLICIT ADDITIONAL VOTES
	TO APPROVE THE MERGER PROPOSAL, IF
	NECESSARY OR APPROPRIATE
3.	APPROVAL OF, ON A NON-BINDING, ADVISORY	Management	Against	Against
	BASIS, CERTAIN COMPENSATION THAT WILL OR
	MAY BECOME PAYABLE TO THORATEC
	CORPORATION'S NAMED EXECUTIVE OFFICERS
	THAT IS BASED ON OR OTHERWISE RELATES TO
	THE MERGER

STRATASYS LTD
Security	M85548101	Meeting Type	Annual
Ticker Symbol	SSYS	Meeting Date	09-Oct-2015
ISIN	IL0011267213	Agenda	934279565 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: ELCHANAN JAGLOM	Management	For	For
1B.	ELECTION OF DIRECTOR: S. SCOTT CRUMP	Management	For	For
1C.	ELECTION OF DIRECTOR: DAVID REIS	Management	For	For
1D.	ELECTION OF DIRECTOR: EDWARD J. FIERKO	Management	For	For
1E.	ELECTION OF DIRECTOR: ILAN LEVIN	Management	For	For
1F.	ELECTION OF DIRECTOR: JOHN J. MCELENEY	Management	For	For
1G.	ELECTION OF DIRECTOR: ZIVA PATIR	Management	For	For
1H.	ELECTION OF DIRECTOR: CLIFFORD H. SCHWIETER	Management	For	For
2.	APPROVAL OF THE PAYMENT OF A CASH BONUS	Management	For	For
	OF $480,645 (APPROXIMATELY 1,885,000 NEW
	ISRAELI SHEKELS) TO MR. DAVID REIS, OUR CHIEF
	EXECUTIVE OFFICER AND A DIRECTOR, IN
	RESPECT OF HIS PERFORMANCE FOR THE YEAR
	ENDED DECEMBER 31, 2014. BY RETURNING THIS
	YOU HAVE NO PERSONAL INTEREST AND ARE NOT
	A CONTROLLING SHAREHOLDER.
3.	REAPPOINTMENT OF KESSELMAN & KESSELMAN, A	Management	For	For
	MEMBER OF PRICEWATERHOUSECOOPERS
	INTERNATIONAL LIMITED, AS THE COMPANY'S
	INDEPENDENT AUDITORS FOR THE YEAR ENDING
	DECEMBER 31, 2015 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 7 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

COACH, INC.
Security	189754104	Meeting Type	Annual
Ticker Symbol	COH	Meeting Date	04-Nov-2015
ISIN	US1897541041	Agenda	934281293 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: DAVID DENTON	Management	For	For
1B.	ELECTION OF DIRECTOR: ANDREA GUERRA	Management	For	For
1C.	ELECTION OF DIRECTOR: SUSAN KROPF	Management	For	For
1D.	ELECTION OF DIRECTOR: VICTOR LUIS	Management	For	For
1E.	ELECTION OF DIRECTOR: IVAN MENEZES	Management	For	For
1F.	ELECTION OF DIRECTOR: WILLIAM NUTI	Management	For	For
1G.	ELECTION OF DIRECTOR: STEPHANIE TILENIUS	Management	For	For
1H.	ELECTION OF DIRECTOR: JIDE ZEITLIN	Management	For	For
2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE	Management	For	For
	& TOUCHE LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR
	FISCAL YEAR 2016
3.	APPROVAL, ON A NON-BINDING ADVISORY BASIS,	Management	For	For
	OF THE COMPANY'S EXECUTIVE COMPENSATION
	AS DISCLOSED IN THE PROXY STATEMENT FOR
	THE 2015 ANNUAL MEETING
4.	APPROVAL OF THE AMENDED AND RESTATED	Management	For	For
	COACH, INC. 2010 STOCK INCENTIVE PLAN
	(AMENDED AND RESTATED AS OF SEPTEMBER 18,
	2015)

LINEAR TECHNOLOGY CORPORATION
Security	535678106	Meeting Type	Annual
Ticker Symbol	LLTC	Meeting Date	04-Nov-2015
ISIN	US5356781063	Agenda	934281786 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.1	ELECTION OF DIRECTOR: ROBERT H. SWANSON,	Management	For	For
	JR.
1.2	ELECTION OF DIRECTOR: LOTHAR MAIER	Management	For	For
1.3	ELECTION OF DIRECTOR: ARTHUR C. AGNOS	Management	For	For
1.4	ELECTION OF DIRECTOR: JOHN J. GORDON	Management	For	For
1.5	ELECTION OF DIRECTOR: DAVID S. LEE	Management	For	For
1.6	ELECTION OF DIRECTOR: RICHARD M. MOLEY	Management	For	For
1.7	ELECTION OF DIRECTOR: THOMAS S. VOLPE	Management	For	For
2	TO APPROVE THE COMPANY'S AMENDMENT TO	Management	For	For
	THE 2005 EMPLOYEE STOCK PURCHASE PLAN TO
	INCREASE NUMBER OF SHARES RESERVED FOR
	ISSUANCE THEREUNDER.
3	TO HOLD AN ADVISORY VOTE ON EXECUTIVE	Management	For	For
	COMPENSATION.
4	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG	Management	For	For
	LLP AS THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM OF THE COMPANY FOR THE
	FISCAL YEAR ENDING JULY 3, 2016.

Page 8 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

MAXIM INTEGRATED PRODUCTS, INC.
Security	57772K101	Meeting Type	Annual
Ticker Symbol	MXIM	Meeting Date	12-Nov-2015
ISIN	US57772K1016	Agenda	934284136 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
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 & TOUCHE LLP AS MAXIM INTEGRATED'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 25, 2016.		Management	For	For
3.	TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM INTEGRATED'S 2008 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER BY 2,000,000 SHARES.		Management	For	For
4.	TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM INTEGRATED'S 1996 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER BY 4,000,000 SHARES.		Management	Against	Against
5.	TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM INTEGRATED'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE ABILITY OF STOCKHOLDERS TO CUMULATE THEIR VOTES IN FUTURE ELECTIONS OF DIRECTORS.		Management	Against	Against
6.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.		Management	For	For

VIAVI SOLUTIONS INC
Security	925550105	Meeting Type	Annual
Ticker Symbol	VIAV	Meeting Date	17-Nov-2015
ISIN	US9255501051	Agenda	934288526 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	RICHARD BELLUZZO		For	For
	2	KEITH BARNES		For	For
	3	TOR BRAHAM		For	For
	4	TIMOTHY CAMPOS		For	For
	5	DONALD COLVIN		For	For
	6	MASOOD JABBAR		For	For
	7	PAMELA STRAYER		For	For
2.	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM FOR VIAVI SOLUTIONS INC. FOR THE FISCAL YEAR ENDING JULY 2, 2016.		Management	For	For
3.	TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.		Management	For	For

Page 9 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

RESMED INC.
Security	761152107	Meeting Type	Annual
Ticker Symbol	RMD	Meeting Date	19-Nov-2015
ISIN	US7611521078	Agenda	934285138 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: PETER FARRELL	Management	For	For
1B.	ELECTION OF DIRECTOR: GARY PACE	Management	For	For
1C.	ELECTION OF DIRECTOR: RON TAYLOR	Management	For	For
2.	RATIFY OUR APPOINTMENT OF KPMG LLP AS OUR	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2016.
3.	APPROVE, ON AN ADVISORY BASIS, THE	Management	For	For
	COMPENSATION PAID TO OUR NAMED EXECUTIVE
	OFFICERS, AS DESCRIBED IN THE PROXY
	STATEMENT.

MYRIAD GENETICS, INC.
Security	62855J104	Meeting Type	Annual
Ticker Symbol	MYGN	Meeting Date	03-Dec-2015
ISIN	US62855J1043	Agenda	934289845 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	JOHN T. HENDERSON, M.D.		For	For
	2	S. LOUISE PHANSTIEL		For	For
2.	TO APPROVE A PROPOSED AMENDMENT TO THE COMPANY'S 2010 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN.		Management	Against	Against
3.	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2016.		Management	For	For
4.	TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT.		Management	Against	Against

SILICON GRAPHICS INTERNATIONAL CORP
Security	82706L108	Meeting Type	Annual
Ticker Symbol	SGI	Meeting Date	08-Dec-2015
ISIN	US82706L1089	Agenda	934293060 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
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	JORGE L. TITINGER		For	For
2.	TO APPROVE CERTAIN AMENDMENTS TO, AND AN INCREASE IN THE NUMBER OF SHARES RESERVED UNDER, THE COMPANY'S 2014 OMNIBUS INCENTIVE PLAN.		Management	For	For
3.	TO RATIFY THE SELECTION BY THE AUDIT 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 24, 2016.		Management	For	For
4.	TO APPROVE A NON-BINDING, ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.		Management	For	For

Page 10 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

SOLERA HOLDINGS, INC.
Security	83421A104	Meeting Type	Special
Ticker Symbol	SLH	Meeting Date	08-Dec-2015
ISIN	US83421A1043	Agenda	934296648 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.	TO ADOPT THE AGREEMENT AND PLAN OF	Management	For	For
	MERGER, DATED AS OF SEPTEMBER 13, 2015, BY
	AND AMONG SOLERA HOLDINGS, INC.,
	SUMMERTIME HOLDING CORP. AND SUMMERTIME
	ACQUISITION CORP. (THE "MERGER AGREEMENT"),
	PURSUANT TO WHICH SUMMERTIME ACQUISITION
	CORP. WILL BE MERGED WITH AND INTO SOLERA
	HOLDINGS, INC. (THE "MERGER").
2.	TO ADJOURN THE SPECIAL MEETING, IF	Management	For	For
	NECESSARY OR APPROPRIATE, TO SOLICIT
	ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT
	VOTES AT THE TIME OF THE SPECIAL MEETING TO
	ADOPT THE MERGER AGREEMENT.
3.	TO APPROVE, ON A NON-BINDING, ADVISORY	Management	Against	Against
	BASIS, CERTAIN COMPENSATION ARRANGEMENTS
	FOR THE COMPANY'S NAMED EXECUTIVE
	OFFICERS IN CONNECTION WITH THE MERGER.

MEDASSETS, INC.
Security	584045108	Meeting Type	Special
Ticker Symbol	MDAS	Meeting Date	14-Jan-2016
ISIN	US5840451083	Agenda	934310537 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.	TO APPROVE AND ADOPT THE AGREEMENT AND	Management	For	For
	PLAN OF MERGER (AS IT MAY BE AMENDED FROM
	TIME TO TIME, THE "MERGER AGREEMENT"),
	DATED AS OF NOVEMBER 1, 2015, BY AND AMONG
	MEDASSETS, INC. (THE "COMPANY"), MAGNITUDE
	PARENT HOLDINGS, LLC ("PARENT"), AND
	MAGNITUDE ACQUISITION CORP., AN INDIRECT
	WHOLLY OWNED SUBSIDIARY ... (DUE TO SPACE
	LIMITS, SEE PROXY STATEMENT FOR FULL
	PROPOSAL)
2.	TO APPROVE, ON AN ADVISORY (NON-BINDING)	Management	For	For
	BASIS, THE COMPENSATION THAT WILL OR MAY
	BECOME PAYABLE TO THE COMPANY'S NAMED
	EXECUTIVE OFFICERS IN CONNECTION WITH THE
	MERGER.
3.	TO APPROVE THE ADJOURNMENT OF THE SPECIAL	Management	For	For
	MEETING, IF NECESSARY OR APPROPRIATE, TO
	SOLICIT ADDITIONAL PROXIES IF THERE ARE
	INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL
	MEETING TO APPROVE THE PROPOSAL TO
	APPROVE AND ADOPT THE MERGER AGREEMENT.

Page 11 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

D.R. HORTON, INC.
Security	23331A109	Meeting Type	Special
Ticker Symbol	DHI	Meeting Date	21-Jan-2016
ISIN	US23331A1097	Agenda	934312707 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: DONALD R. HORTON	Management	For	For
1B.	ELECTION OF DIRECTOR: BARBARA K. ALLEN	Management	For	For
1C.	ELECTION OF DIRECTOR: BRAD S. ANDERSON	Management	For	For
1D.	ELECTION OF DIRECTOR: MICHAEL R. BUCHANAN	Management	For	For
1E.	ELECTION OF DIRECTOR: MICHAEL W. HEWATT	Management	For	For
2.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	Against	Against
	COMPENSATION.
3.	RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM.

ROCKWELL AUTOMATION, INC.
Security	773903109	Meeting Type	Annual
Ticker Symbol	ROK	Meeting Date	02-Feb-2016
ISIN	US7739031091	Agenda	934314092 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
A.	DIRECTOR		Management
	1	KEITH D. NOSBUSCH		For	For
	2	WILLIAM T MCCORMICK, JR		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 AN AMENDMENT TO OUR 2012 LONG-		Management	For	For
	TERM INCENTIVES PLAN TO INCREASE SHARES
	AVAILABLE FOR DELIVERY.
E.	TO APPROVE AN AMENDMENT TO OUR BY-LAWS TO		Management	For	For
	ADD AN EXCLUSIVE FORUM PROVISION.

FIDELITY INSTL CASH PORTFOLIOS
Security	316175207	Meeting Type	Special
Ticker Symbol	FMPXX	Meeting Date	12-Feb-2016
ISIN	US3161752072	Agenda	934286421 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	ELIZABETH S. ACTON		For	For
	2	JOHN ENGLER		For	For
	3	ALBERT R. GAMPER, JR.		For	For
	4	ROBERT F. GARTLAND		For	For
	5	ABIGAIL P. JOHNSON		For	For
	6	ARTHUR E. JOHNSON		For	For
	7	MICHAEL E. KENNEALLY		For	For
	8	JAMES H. KEYES		For	For
	9	MARIE L. KNOWLES		For	For
	10	GEOFFREY A. VON KUHN		For	For

Page 12 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

LIQUIDITY SERVICES, INC.
Security	53635B107	Meeting Type	Annual
Ticker Symbol	LQDT	Meeting Date	25-Feb-2016
ISIN	US53635B1070	Agenda	934325463 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	WILLIAM P. ANGRICK, III		For	For
	2	EDWARD J. KOLODZIESKI		For	For
2.	RATIFICATION OF ERNST & YOUNG LLP AS THE		Management	For	For
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR FISCAL 2016.
3.	APPROVAL OF AN ADVISORY RESOLUTION ON		Management	For	For
	EXECUTIVE COMPENSATION.

MUELLER WATER PRODUCTS, INC.
Security	624758108	Meeting Type	Annual
Ticker Symbol	MWA	Meeting Date	26-Feb-2016
ISIN	US6247581084	Agenda	934321441 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
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	LYDIA W. THOMAS		For	For
	9	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 APPROVE AN AMENDMENT OF THE 2010		Management	For	For
	MANAGEMENT INCENTIVE PLAN AND RE-APPROVE
	PERFORMANCE GOALS UNDER THE PLAN.
4.	TO APPROVE AN AMENDMENT OF THE 2006		Management	For	For
	EMPLOYEE STOCK PURCHASE PLAN.
5.	TO APPROVE AN AMENDMENT OF THE 2006 STOCK		Management	For	For
	INCENTIVE PLAN AND RE-APPROVE PERFORMANCE
	GOALS UNDER THE PLAN.
6.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG		Management	For	For
	LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
	FISCAL YEAR ENDING SEPTEMBER 30, 2016.

HELMERICH & PAYNE, INC.
Security	423452101	Meeting Type	Annual
Ticker Symbol	HP	Meeting Date	02-Mar-2016
ISIN	US4234521015	Agenda	934321807 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: WILLIAM L. ARMSTRONG	Management	For	For
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. PETRIE	Management	For	For
1G.	ELECTION OF DIRECTOR: DONALD F. ROBILLARD,	Management	For	For
	JR.
1H.	ELECTION OF DIRECTOR: FRANCIS ROONEY	Management	For	For
1I.	ELECTION OF DIRECTOR: EDWARD B. RUST, JR.	Management	For	For
1J.	ELECTION OF DIRECTOR: JOHN D. ZEGLIS	Management	For	For
2.	RATIFICATION OF ERNST & YOUNG LLP AS	Management	For	For
	AUDITORS FOR 2016.
3.	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Management	For	For
4.	HELMERICH & PAYNE, INC. 2016 OMNIBUS	Management	For	For
	INCENTIVE PLAN.

Page 13 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

HOLOGIC, INC.
Security	436440101	Meeting Type	Annual
Ticker Symbol	HOLX	Meeting Date	02-Mar-2016
ISIN	US4364401012	Agenda	934320704 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	JONATHAN CHRISTODORO		For	For
	2	SALLY W. CRAWFORD		For	For
	3	SCOTT T. GARRETT		For	For
	4	NANCY L. LEAMING		For	For
	5	LAWRENCE M. LEVY		For	For
	6	STEPHEN P. MACMILLAN		For	For
	7	SAMUEL MERKSAMER		For	For
	8	CHRISTIANA STAMOULIS		For	For
	9	ELAINE S. ULLIAN		For	For
	10	CHRISTOPHER J. COUGHLIN		For	For
2.	A NON-BINDING ADVISORY RESOLUTION TO		Management	For	For
	APPROVE EXECUTIVE COMPENSATION.
3.	AMENDMENT TO THE HOLOGIC, INC. 2012		Management	For	For
	EMPLOYEE STOCK PURCHASE PLAN.
4.	RATIFICATION OF THE APPOINTMENT OF ERNST &		Management	For	For
	YOUNG LLP AS OUR INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR FISCAL 2016.

TOLL BROTHERS, INC.
Security	889478103	Meeting Type	Annual
Ticker Symbol	TOL	Meeting Date	08-Mar-2016
ISIN	US8894781033	Agenda	934327049 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	ROBERT I. TOLL		For	For
	2	BRUCE E. TOLL		For	For
	3	DOUGLAS C. YEARLEY, JR.		For	For
	4	ROBERT S. BLANK		For	For
	5	EDWARD G. BOEHNE		For	For
	6	RICHARD J. BRAEMER		For	For
	7	CHRISTINE N. GARVEY		For	For
	8	CARL B. MARBACH		For	For
	9	JOHN A. MCLEAN		For	For
	10	STEPHEN A. NOVICK		For	For
	11	PAUL E. SHAPIRO		For	For
2.	THE RATIFICATION OF THE RE-APPOINTMENT OF		Management	For	For
	ERNST & YOUNG LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR THE 2016 FISCAL YEAR.
3.	THE APPROVAL, IN AN ADVISORY AND NON-		Management	For	For
	BINDING VOTE, OF THE COMPENSATION OF THE
	COMPANY'S NAMED EXECUTIVE OFFICERS (SAY ON
	PAY).
4.	THE APPROVAL OF THE TOLL BROTHERS, INC.		Management	For	For
	STOCK INCENTIVE PLAN FOR NON-EXECUTIVE
	DIRECTORS (2016).
5.	THE APPROVAL OF AN AMENDMENT TO THE		Management	For	For
	COMPANY'S SECOND RESTATED CERTIFICATE OF
	INCORPORATION, AS AMENDED, TO PROVIDE THAT
	THE COMPANY'S STOCKHOLDERS MAY REMOVE
	ANY DIRECTOR FROM OFFICE, WITH OR WITHOUT
	CAUSE.

Page 14 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

A.O. SMITH CORPORATION
Security	831865209	Meeting Type	Annual
Ticker Symbol	AOS	Meeting Date	11-Apr-2016
ISIN	US8318652091	Agenda	934331442 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	GLOSTER B. CURRENT, JR.		For	For
	2	WILLIAM P. GREUBEL		For	For
	3	IDELLE K. WOLF		For	For
	4	GENE C. WULF		For	For
2.	PROPOSAL TO APPROVE, BY NONBINDING		Management	For	For
	ADVISORY VOTE, THE COMPENSATION OF OUR
	NAMED EXECUTIVE OFFICERS.
3.	PROPOSAL TO RATIFY THE APPOINTMENT OF		Management	For	For
	ERNST & YOUNG LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM OF THE
	CORPORATION.
4.	PROPOSAL TO RATIFY AN AMENDMENT TO OUR BY-		Management	For	For
	LAWS TO DESIGNATE DELAWARE AS THE
	EXCLUSIVE FORUM FOR ADJUDICATION OF
	CERTAIN DISPUTES.
5.	PROPOSAL TO APPROVE AN AMENDMENT TO OUR		Management	Against	Against
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION TO INCREASE THE NUMBER OF
	AUTHORIZED SHARES OF COMMON STOCK.
6.	PROPOSAL TO APPROVE AN AMENDMENT TO OUR		Management	Against	Against
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION TO INCREASE THE NUMBER OF
	AUTHORIZED SHARES OF CLASS A COMMON
	STOCK.

JARDEN CORPORATION
Security	471109108	Meeting Type	Special
Ticker Symbol	JAH	Meeting Date	15-Apr-2016
ISIN	US4711091086	Agenda	934353563 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.	TO ADOPT THE AGREEMENT AND PLAN OF	Management	For	For
	MERGER, DATED AS OF DECEMBER 13, 2015 BY
	AND AMONG NEWELL RUBBERMAID INC., A
	DELAWARE CORPORATION, AND JARDEN
	CORPORATION, A DELAWARE CORPORATION (AS IT
	MAY BE AMENDED FROM TIME TO TIME)
2.	TO APPROVE, ON A NON-BINDING, ADVISORY BASIS	Management	Against	Against
	THE MERGER-RELATED COMPENSATION
	PROPOSAL
3.	TO CONSIDER AND VOTE ON THE PROPOSAL TO	Management	For	For
	APPROVE ONE OR MORE ADJOURNMENTS OF 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 AT
	THE TIME OF THE SPECIAL MEETING

Page 15 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

NORTHERN TRUST CORPORATION
Security	665859104	Meeting Type	Annual
Ticker Symbol	NTRS	Meeting Date	19-Apr-2016
ISIN	US6658591044	Agenda	934333016 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: LINDA WALKER BYNOE	Management	For	For
1B.	ELECTION OF DIRECTOR: SUSAN CROWN	Management	For	For
1C.	ELECTION OF DIRECTOR: DEAN M. HARRISON	Management	For	For
1D.	ELECTION OF DIRECTOR: DIPAK C. JAIN	Management	For	For
1E.	ELECTION OF DIRECTOR: JOSE LUIS PRADO	Management	For	For
1F.	ELECTION OF DIRECTOR: THOMAS E. RICHARDS	Management	For	For
1G.	ELECTION OF DIRECTOR: JOHN W. ROWE	Management	For	For
1H.	ELECTION OF DIRECTOR: MARTIN P. SLARK	Management	For	For
1I.	ELECTION OF DIRECTOR: DAVID H.B. SMITH, JR.	Management	For	For
1J.	ELECTION OF DIRECTOR: DONALD THOMPSON	Management	For	For
1K.	ELECTION OF DIRECTOR: CHARLES A. TRIBBETT III	Management	For	For
1L.	ELECTION OF DIRECTOR: FREDERICK H. WADDELL	Management	For	For
2.	APPROVAL, BY AN ADVISORY VOTE, OF THE 2015	Management	For	For
	COMPENSATION OF THE CORPORATION'S NAMED
	EXECUTIVE OFFICERS.
3.	RATIFICATION OF THE APPOINTMENT OF KPMG LLP	Management	For	For
	AS THE CORPORATION'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
	FISCAL YEAR ENDING DECEMBER 31, 2016.

REGIONS FINANCIAL CORPORATION
Security	7591EP100	Meeting Type	Annual
Ticker Symbol	RF	Meeting Date	21-Apr-2016
ISIN	US7591EP1005	Agenda	934336935 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: CAROLYN H. BYRD	Management	For	For
1B.	ELECTION OF DIRECTOR: DAVID J. COOPER, SR.	Management	For	For
1C.	ELECTION OF DIRECTOR: DON DEFOSSET	Management	For	For
1D.	ELECTION OF DIRECTOR: ERIC C. FAST	Management	For	For
1E.	ELECTION OF DIRECTOR: O.B. GRAYSON HALL, JR.	Management	For	For
1F.	ELECTION OF DIRECTOR: JOHN D. JOHNS	Management	For	For
1G.	ELECTION OF DIRECTOR: RUTH ANN MARSHALL	Management	For	For
1H.	ELECTION OF DIRECTOR: SUSAN W. MATLOCK	Management	For	For
1I.	ELECTION OF DIRECTOR: JOHN E. MAUPIN, JR.	Management	For	For
1J.	ELECTION OF DIRECTOR: CHARLES D. MCCRARY	Management	For	For
1K.	ELECTION OF DIRECTOR: LEE J. STYSLINGER III	Management	For	For
2.	RATIFICATION OF APPOINTMENT OF ERNST &	Management	For	For
	YOUNG LLP AS THE INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2016.
3.	NONBINDING STOCKHOLDER APPROVAL OF	Management	For	For
	EXECUTIVE COMPENSATION.

Page 16 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

HANESBRANDS INC.
Security	410345102	Meeting Type	Annual
Ticker Symbol	HBI	Meeting Date	25-Apr-2016
ISIN	US4103451021	Agenda	934333725 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: BOBBY J. GRIFFIN	Management	For	For
1B.	ELECTION OF DIRECTOR: JAMES C. JOHNSON	Management	For	For
1C.	ELECTION OF DIRECTOR: JESSICA T. MATHEWS	Management	For	For
1D.	ELECTION OF DIRECTOR: FRANCK J. MOISON	Management	For	For
1E.	ELECTION OF DIRECTOR: ROBERT F. MORAN	Management	For	For
1F.	ELECTION OF DIRECTOR: RONALD L. NELSON	Management	For	For
1G.	ELECTION OF DIRECTOR: RICHARD A. NOLL	Management	For	For
1H.	ELECTION OF DIRECTOR: ANDREW J. SCHINDLER	Management	For	For
1I.	ELECTION OF DIRECTOR: DAVID V. SINGER	Management	For	For
1J.	ELECTION OF DIRECTOR: ANN E. ZIEGLER	Management	For	For
2.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	HANESBRANDS' INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR HANESBRANDS'
	2016 FISCAL YEAR.
3.	TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE	Management	For	For
	COMPENSATION AS DESCRIBED IN THE PROXY
	STATEMENT FOR THE ANNUAL MEETING.

REGAL BELOIT CORPORATION
Security	758750103	Meeting Type	Annual
Ticker Symbol	RBC	Meeting Date	25-Apr-2016
ISIN	US7587501039	Agenda	934340035 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: CHRISTOPHER L. DOERR	Management	For	For
1B.	ELECTION OF DIRECTOR: MARK J. GLIEBE	Management	For	For
1C.	ELECTION OF DIRECTOR: CURTIS W. STOELTING	Management	For	For
2.	ADVISORY VOTE ON THE COMPENSATION OF THE	Management	For	For
	COMPANY'S NAMED EXECUTIVE OFFICERS.
3.	TO APPROVE THE REGAL BELOIT CORPORATION	Management	For	For
	2016 INCENTIVE COMPENSATION PLAN.
4.	TO RATIFY THE SELECTION OF DELOITTE &	Management	For	For
	TOUCHE LLP AS THE INDEPENDENT AUDITORS FOR
	THE COMPANY FOR THE YEAR ENDING DECEMBER
	31, 2016.

ASSOCIATED BANC-CORP
Security	045487105	Meeting Type	Annual
Ticker Symbol	ASB	Meeting Date	26-Apr-2016
ISIN	US0454871056	Agenda	934338915 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
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	KAREN T. VAN LITH		For	For
	11	JOHN (JAY) B. WILLIAMS		For	For
2.	ADVISORY APPROVAL OF ASSOCIATED BANC-		Management	For	For
	CORP'S NAMED EXECUTIVE OFFICER
	COMPENSATION.
3.	THE RATIFICATION OF THE SELECTION OF KPMG		Management	For	For
	LLP AS THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR ASSOCIATED BANC-CORP
	FOR THE YEAR ENDING DECEMBER 31, 2016.

Page 17 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

FIRST HORIZON NATIONAL CORPORATION
Security	320517105	Meeting Type	Annual
Ticker Symbol	FHN	Meeting Date	26-Apr-2016
ISIN	US3205171057	Agenda	934339943 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JOHN C. COMPTON	Management	For	For
1B.	ELECTION OF DIRECTOR: MARK A. EMKES	Management	For	For
1C.	ELECTION OF DIRECTOR: CORYDON J. GILCHRIST	Management	For	For
1D.	ELECTION OF DIRECTOR: D. BRYAN JORDAN	Management	For	For
1E.	ELECTION OF DIRECTOR: R. BRAD MARTIN	Management	For	For
1F.	ELECTION OF DIRECTOR: SCOTT M. NISWONGER	Management	For	For
1G.	ELECTION OF DIRECTOR: VICKI R. PALMER	Management	For	For
1H.	ELECTION OF DIRECTOR: COLIN V. REED	Management	For	For
1I.	ELECTION OF DIRECTOR: CECELIA D. STEWART	Management	For	For
1J.	ELECTION OF DIRECTOR: LUKE YANCY III	Management	For	For
2.	APPROVAL OF OUR EQUITY COMPENSATION PLAN,	Management	For	For
	AS PROPOSED TO BE AMENDED AND RESTATED
3.	APPROVAL OF OUR MANAGEMENT INCENTIVE	Management	For	For
	PLAN, AS PROPOSED TO BE AMENDED AND
	RESTATED
4.	APPROVAL OF AN ADVISORY RESOLUTION TO	Management	For	For
	APPROVE EXECUTIVE COMPENSATION
5.	RATIFICATION OF APPOINTMENT OF KPMG LLP AS	Management	For	For
	AUDITORS

MDU RESOURCES GROUP, INC.
Security	552690109	Meeting Type	Annual
Ticker Symbol	MDU	Meeting Date	26-Apr-2016
ISIN	US5526901096	Agenda	934352129 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
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. HELLERSTEIN	Management	For	For
1E.	ELECTION OF DIRECTOR: A. BART HOLADAY	Management	For	For
1F.	ELECTION OF DIRECTOR: DENNIS W. JOHNSON	Management	For	For
1G.	ELECTION OF DIRECTOR: WILLIAM E. MCCRACKEN	Management	For	For
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.	APPROVAL OF THE MATERIAL TERMS OF THE	Management	For	For
	PERFORMANCE GOALS UNDER THE MDU
	RESOURCES GROUP, INC. LONG-TERM
	PERFORMANCE-BASED INCENTIVE PLAN FOR
	PURPOSES OF INTERNAL REVENUE SERVICE CODE
	SECTION 162(M).
3.	RATIFICATION OF DELOITTE & TOUCHE LLP AS THE	Management	For	For
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2016.
4.	APPROVAL, ON A NON-BINDING ADVISORY BASIS,	Management	For	For
	OF THE COMPENSATION OF THE COMPANY'S
	NAMED EXECUTIVE OFFICERS.

Page 18 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

NOBLE ENERGY, INC.
Security	655044105	Meeting Type	Annual
Ticker Symbol	NBL	Meeting Date	26-Apr-2016
ISIN	US6550441058	Agenda	934336531 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: JEFFREY
	L. BERENSON
1B.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: MICHAEL
	A. CAWLEY
1C.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: EDWARD
	F. COX
1D.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: JAMES E.
	CRADDOCK
1E.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: THOMAS
	J. EDELMAN
1F.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: ERIC P.
	GRUBMAN
1G.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: KIRBY L.
	HEDRICK
1H.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: DAVID L.
	STOVER
1I.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: SCOTT D.
	URBAN
1J.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: WILLIAM
	T. VAN KLEEF
1K.	TO ELECT THE NOMINEE AS MEMBER OF THE	Management	For	For
	BOARD OF DIRECTOR OF THE COMPANY: MOLLY K.
	WILLIAMSON
2.	TO RATIFY THE APPOINTMENT OF THE	Management	For	For
	INDEPENDENT AUDITOR BY THE COMPANY'S AUDIT
	COMMITTEE.
3.	TO APPROVE, IN AN ADVISORY VOTE, EXECUTIVE	Management	For	For
	COMPENSATION.
4.	TO CONSIDER A STOCKHOLDER PROPOSAL	Shareholder	Against	For
	REGARDING PROXY ACCESS, IF PROPERLY
	PRESENTED AT THE MEETING.
5.	TO CONSIDER A STOCKHOLDER PROPOSAL	Shareholder	Against	For
	REGARDING CLIMATE CHANGE, IF PROPERLY
	PRESENTED AT THE MEETING.

Page 19 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

SUNTRUST BANKS, INC.
Security	867914103	Meeting Type	Annual
Ticker Symbol	STI	Meeting Date	26-Apr-2016
ISIN	US8679141031	Agenda	934332456 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: DALLAS S. CLEMENT	Management	For	For
1B.	ELECTION OF DIRECTOR: PAUL R. GARCIA	Management	For	For
1C.	ELECTION OF DIRECTOR: M. DOUGLAS IVESTER	Management	For	For
1D.	ELECTION OF DIRECTOR: KYLE PRECHTL LEGG	Management	For	For
1E.	ELECTION OF DIRECTOR: DONNA S. MOREA	Management	For	For
1F.	ELECTION OF DIRECTOR: DAVID M. RATCLIFFE	Management	For	For
1G.	ELECTION OF DIRECTOR: WILLIAM H. ROGERS, JR.	Management	For	For
1H.	ELECTION OF DIRECTOR: FRANK P. SCRUGGS, JR.	Management	For	For
1I.	ELECTION OF DIRECTOR: BRUCE L. TANNER	Management	For	For
1J.	ELECTION OF DIRECTOR: THOMAS R. WATJEN	Management	For	For
1K.	ELECTION OF DIRECTOR: DR. PHAIL WYNN, JR.	Management	For	For
2.	TO APPROVE, ON AN ADVISORY BASIS, THE	Management	For	For
	COMPANY'S EXECUTIVE COMPENSATION.
3.	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG	Management	For	For
	LLP AS OUR INDEPENDENT AUDITOR FOR 2016.

W.W. GRAINGER, INC.
Security	384802104	Meeting Type	Annual
Ticker Symbol	GWW	Meeting Date	27-Apr-2016
ISIN	US3848021040	Agenda	934339715 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	RODNEY C. ADKINS		For	For
	2	BRIAN P. ANDERSON		For	For
	3	V. ANN HAILEY		For	For
	4	STUART L. LEVENICK		For	For
	5	NEIL S. NOVICH		For	For
	6	MICHAEL J. ROBERTS		For	For
	7	GARY L. ROGERS		For	For
	8	JAMES T. RYAN		For	For
	9	E. SCOTT SANTI		For	For
	10	JAMES D. SLAVIK		For	For
2.	PROPOSAL TO RATIFY THE APPOINTMENT OF		Management	For	For
	ERNST & YOUNG LLP AS INDEPENDENT AUDITOR
	FOR THE YEAR ENDING DECEMBER 31, 2016.
3.	SAY ON PAY: ADVISORY PROPOSAL TO APPROVE		Management	For	For
	COMPENSATION OF THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.

SCANA CORPORATION
Security	80589M102	Meeting Type	Annual
Ticker Symbol	SCG	Meeting Date	28-Apr-2016
ISIN	US80589M1027	Agenda	934366306 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	GREGORY E. ALIFF		For	For
	2	SHARON A. DECKER		For	For
	3	KEVIN B. MARSH		For	For
	4	JAMES M. MICALI		For	For
2.	APPROVAL OF THE APPOINTMENT OF THE		Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM.
3.	APPROVAL OF AN AMENDMENT TO AND		Management	For	For
	RESTATEMENT OF THE DIRECTOR COMPENSATION
	AND DEFERRAL PLAN TO IMPLEMENT ANNUAL
	LIMITS ON THE TOTAL NUMBER OF SHARES THAT
	MAY BE ISSUED TO ANY INDIVIDUAL PARTICIPANT
	EACH YEAR.
4.	APPROVAL OF AN AMENDMENT TO AND		Management	For	For
	RESTATEMENT OF THE DIRECTOR COMPENSATION
	AND DEFERRAL PLAN TO INCREASE THE NUMBER
	OF SHARES THAT MAY BE RESERVED FOR
	ISSUANCE UNDER THE PLAN.
5.	APPROVAL OF BOARD-PROPOSED AMENDMENTS		Management	For	For
	TO OUR ARTICLES OF INCORPORATION TO
	DECLASSIFY THE BOARD OF DIRECTORS AND
	PROVIDE FOR THE ANNUAL ELECTION OF ALL
	DIRECTORS.

Page 20 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

HARLEY-DAVIDSON, INC.
Security	412822108	Meeting Type	Annual
Ticker Symbol	HOG	Meeting Date	30-Apr-2016
ISIN	US4128221086	Agenda	934340857 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	R. JOHN ANDERSON		For	For
	2	MICHAEL J. CAVE		For	For
	3	DONALD A. JAMES		For	For
	4	MATTHEW S. LEVATICH		For	For
	5	SARA L. LEVINSON		For	For
	6	N. THOMAS LINEBARGER		For	For
	7	GEORGE L. MILES, JR.		For	For
	8	JAMES A. NORLING		For	For
	9	JOCHEN ZEITZ		For	For
2.	APPROVAL, BY ADVISORY VOTE, OF THE		Management	For	For
	COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.
3.	RATIFICATION OF THE SELECTION OF ERNST &		Management	For	For
	YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM, TO BE THE AUDITORS.

CINCINNATI FINANCIAL CORPORATION
Security	172062101	Meeting Type	Annual
Ticker Symbol	CINF	Meeting Date	02-May-2016
ISIN	US1720621010	Agenda	934337951 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
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.	AMENDMENT OF THE COMPANY'S AMENDED		Management	For	For
	ARTICLES OF INCORPORATION TO ADD MAJORITY
	VOTING STANDARDS FOR UNCONTESTED
	DIRECTOR ELECTIONS.
3.	RATIFICATION OF THE SELECTION OF DELOITTE &		Management	For	For
	TOUCHE LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016.
4.	APPROVAL OF THE CINCINNATI FINANCIAL		Management	For	For
	CORPORATION STOCK COMPENSATION PLAN OF
	2016.
5.	A NONBINDING PROPOSAL TO APPROVE		Management	For	For
	COMPENSATION FOR THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.

Page 21 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

INTERNATIONAL FLAVORS & FRAGRANCES INC.
Security	459506101	Meeting Type	Annual
Ticker Symbol	IFF	Meeting Date	02-May-2016
ISIN	US4595061015	Agenda	934347572 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: MARCELLO V. BOTTOLI	Management	For	For
1B.	ELECTION OF DIRECTOR: DR. LINDA BUCK	Management	For	For
1C.	ELECTION OF DIRECTOR: MICHAEL L. DUCKER	Management	For	For
1D.	ELECTION OF DIRECTOR: DAVID R. EPSTEIN	Management	For	For
1E.	ELECTION OF DIRECTOR: ROGER W. FERGUSON,	Management	For	For
	JR.
1F.	ELECTION OF DIRECTOR: JOHN F. FERRARO	Management	For	For
1G.	ELECTION OF DIRECTOR: ANDREAS FIBIG	Management	For	For
1H.	ELECTION OF DIRECTOR: CHRISTINA GOLD	Management	For	For
1I.	ELECTION OF DIRECTOR: HENRY W. HOWELL, JR.	Management	For	For
1J.	ELECTION OF DIRECTOR: KATHERINE M. HUDSON	Management	For	For
1K.	ELECTION OF DIRECTOR: DALE F. MORRISON	Management	For	For
2.	TO RATIFY THE SELECTION OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2016
3.	ADVISORY VOTE TO APPROVE THE	Management	For	For
	COMPENSATION PAID TO THE COMPANY'S NAMED
	EXECUTIVE OFFICERS IN 2015.

LKQ CORPORATION
Security	501889208	Meeting Type	Annual
Ticker Symbol	LKQ	Meeting Date	02-May-2016
ISIN	US5018892084	Agenda	934349160 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: SUKHPAL SINGH	Management	For	For
	AHLUWALIA
1B.	ELECTION OF DIRECTOR: A. CLINTON ALLEN	Management	For	For
1C.	ELECTION OF DIRECTOR: ROBERT M. HANSER	Management	For	For
1D.	ELECTION OF DIRECTOR: JOSEPH M. HOLSTEN	Management	For	For
1E.	ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE	Management	For	For
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 SUBRAMANIAN	Management	For	For
1I.	ELECTION OF DIRECTOR: ROBERT L. WAGMAN	Management	For	For
1J.	ELECTION OF DIRECTOR: WILLIAM M. WEBSTER, IV	Management	For	For
2.	RATIFICATION OF THE APPOINTMENT OF DELOITTE	Management	For	For
	& TOUCHE LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM.
3.	RE-APPROVAL OF OUR MANAGEMENT INCENTIVE	Management	For	For
	PLAN TO MAINTAIN (DUE TO SPACE LIMITS, SEE
	PROXY STATEMENT FOR FULL PROPOSAL).
4.	RE-APPROVAL OF, AND APPROVAL OF AN	Management	For	For
	AMENDMENT TO, OUR LONG TERM INCENTIVE
	PLAN TO MAINTAIN QUALIFICATION OF PAYOUTS
	UNDER THE PLAN AS TAX-DEDUCTIBLE
	PERFORMANCE-BASED COMPENSATION.
5.	APPROVAL, ON AN ADVISORY BASIS, OF THE	Management	For	For
	COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.

Page 22 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

TOPBUILD CORP
Security	89055F103	Meeting Type	Annual
Ticker Symbol	BLD	Meeting Date	02-May-2016
ISIN	US89055F1030	Agenda	934347419 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	DENNIS W. ARCHER		For	For
	2	ALEC C. COVINGTON		For	For
2.	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE COMPANY'S FISCAL
	YEAR ENDING DECEMBER 31, 2016.
3.	TO APPROVE, ON AN ADVISORY BASIS, THE		Management	For	For
	COMPENSATION OF THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.
4.	TO APPROVE, ON AN ADVISORY BASIS, THE		Management	1 Year	For
	FREQUENCY OF FUTURE ADVISORY VOTES ON THE
	COMPENSATION OF THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.
5.	TO APPROVE THE AMENDED AND RESTATED		Management	For	For
	TOPBUILD CORP. 2015 LONG TERM STOCK
	INCENTIVE PLAN.

DIAMONDROCK HOSPITALITY CO
Security	252784301	Meeting Type	Annual
Ticker Symbol	DRH	Meeting Date	03-May-2016
ISIN	US2527843013	Agenda	934356329 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: WILLIAM W. MCCARTEN	Management	For	For
1B.	ELECTION OF DIRECTOR: DANIEL J. ALTOBELLO	Management	For	For
1C.	ELECTION OF DIRECTOR: TIMOTHY R. CHI	Management	For	For
1D.	ELECTION OF DIRECTOR: MAUREEN L. MCAVEY	Management	For	For
1E.	ELECTION OF DIRECTOR: GILBERT T. RAY	Management	For	For
1F.	ELECTION OF DIRECTOR: BRUCE D. WARDINSKI	Management	For	For
1G.	ELECTION OF DIRECTOR: MARK W. BRUGGER	Management	For	For
2.	TO APPROVE, ON A NON-BINDING, ADVISORY	Management	For	For
	BASIS, THE COMPENSATION OF THE NAMED
	EXECUTIVE OFFICERS, AS DISCLOSED IN THE
	PROXY STATEMENT.
3.	TO RATIFY THE APPOINTMENT OF KPMG LLP AS	Management	For	For
	THE INDEPENDENT AUDITORS FOR DIAMONDROCK
	HOSPITALITY COMPANY FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2016.
4.	APPROVE AN AMENDMENT TO OUR CHARTER TO	Management	For	For
	PERMIT BOTH THE DIRECTORS AND THE
	STOCKHOLDERS TO AMEND OUR BYLAWS.
5.	TO APPROVE A NEW EQUITY INCENTIVE PLAN FOR	Management	For	For
	DIAMONDROCK HOSPITALITY COMPANY.

Page 23 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

EXPEDITORS INT'L OF WASHINGTON, INC.
Security	302130109	Meeting Type	Annual
Ticker Symbol	EXPD	Meeting Date	03-May-2016
ISIN	US3021301094	Agenda	934350416 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: ROBERT R. WRIGHT	Management	For	For
1B.	ELECTION OF DIRECTOR: JAMES M. DUBOIS	Management	For	For
1C.	ELECTION OF DIRECTOR: MARK A. EMMERT	Management	For	For
1D.	ELECTION OF DIRECTOR: DIANE H. GULYAS	Management	For	For
1E.	ELECTION OF DIRECTOR: DAN P. KOURKOUMELIS	Management	For	For
1F.	ELECTION OF DIRECTOR: MICHAEL J. MALONE	Management	For	For
1G.	ELECTION OF DIRECTOR: RICHARD B. MCCUNE	Management	For	For
1H.	ELECTION OF DIRECTOR: JEFFREY S. MUSSER	Management	For	For
1I.	ELECTION OF DIRECTOR: LIANE J. PELLETIER	Management	For	For
1J.	ELECTION OF DIRECTOR: JAMES L.K. WANG	Management	For	For
1K.	ELECTION OF DIRECTOR: TAY YOSHITANI	Management	For	For
2.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION.
3.	APPROVE 2016 STOCK OPTION PLAN.	Management	For	For
4.	RATIFICATION OF INDEPENDENT REGISTERED	Management	For	For
	PUBLIC ACCOUNTING FIRM.
5.	APPROVE A PROXY ACCESS AMENDMENT TO THE	Management	For	For
	COMPANY'S BYLAWS.
6.	SHAREHOLDER PROPOSAL: RECOVERY OF	Shareholder	Against	For
	UNEARNED MANAGEMENT BONUSES.

ZIMMER BIOMET HOLDINGS, INC.
Security	98956P102	Meeting Type	Annual
Ticker Symbol	ZBH	Meeting Date	03-May-2016
ISIN	US98956P1021	Agenda	934346986 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: CHRISTOPHER B. BEGLEY	Management	For	For
1B.	ELECTION OF DIRECTOR: BETSY J. BERNARD	Management	For	For
1C.	ELECTION OF DIRECTOR: PAUL M. BISARO	Management	For	For
1D.	ELECTION OF DIRECTOR: GAIL K. BOUDREAUX	Management	For	For
1E.	ELECTION OF DIRECTOR: DAVID C. DVORAK	Management	For	For
1F.	ELECTION OF DIRECTOR: MICHAEL J. FARRELL	Management	For	For
1G.	ELECTION OF DIRECTOR: LARRY C. GLASSCOCK	Management	For	For
1H.	ELECTION OF DIRECTOR: ROBERT A. HAGEMANN	Management	For	For
1I.	ELECTION OF DIRECTOR: ARTHUR J. HIGGINS	Management	For	For
1J.	ELECTION OF DIRECTOR: MICHAEL W. MICHELSON	Management	For	For
1K.	ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D.	Management	For	For
1L.	ELECTION OF DIRECTOR: JEFFREY K. RHODES	Management	For	For
2.	RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2016
3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION
4.	APPROVE THE AMENDED 2009 STOCK INCENTIVE	Management	For	For
	PLAN

Page 24 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

BRUNSWICK CORPORATION
Security	117043109	Meeting Type	Annual
Ticker Symbol	BC	Meeting Date	04-May-2016
ISIN	US1170431092	Agenda	934345516 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: NOLAN D. ARCHIBALD	Management	For	For
1B.	ELECTION OF DIRECTOR: DAVID C. EVERITT	Management	For	For
1C.	ELECTION OF DIRECTOR: ROGER J. WOOD	Management	For	For
2.	THE APPROVAL OF THE COMPENSATION OF OUR	Management	For	For
	NAMED EXECUTIVE OFFICERS ON AN ADVISORY
	BASIS.
3.	THE RATIFICATION OF THE AUDIT COMMITTEE'S	Management	For	For
	APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2016.

PULTEGROUP, INC.
Security	745867101	Meeting Type	Annual
Ticker Symbol	PHM	Meeting Date	04-May-2016
ISIN	US7458671010	Agenda	934347407 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	BRIAN P. ANDERSON		For	For
	2	BRYCE BLAIR		For	For
	3	RICHARD W. DREILING		For	For
	4	RICHARD J. DUGAS, JR.		For	For
	5	THOMAS J. FOLLIARD		For	For
	6	CHERYL W. GRISE		For	For
	7	ANDRE J. HAWAUX		For	For
	8	DEBRA J. KELLY-ENNIS		For	For
	9	PATRICK J. O'LEARY		For	For
	10	JAMES J. POSTL		For	For
2.	THE RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	ERNST & YOUNG LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM.
3.	AN ADVISORY VOTE TO APPROVE EXECUTIVE		Management	For	For
	COMPENSATION.
4.	APPROVAL OF AN AMENDMENT TO EXTEND THE		Management	For	For
	TERM OF OUR AMENDED AND RESTATED SECTION
	382 RIGHTS AGREEMENT.
5.	A SHAREHOLDER PROPOSAL REQUESTING THE		Shareholder	Against	For
	ELECTION OF DIRECTORS BY A MAJORITY, RATHER
	THAN PLURALITY, VOTE, IF PROPERLY PRESENTED
	AT THE MEETING.

Page 25 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

ECOLAB INC.
Security	278865100	Meeting Type	Annual
Ticker Symbol	ECL	Meeting Date	05-May-2016
ISIN	US2788651006	Agenda	934346897 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: DOUGLAS M. BAKER, JR.	Management	For	For
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. CHAZEN	Management	For	For
1F.	ELECTION OF DIRECTOR: JEFFREY M. ETTINGER	Management	For	For
1G.	ELECTION OF DIRECTOR: JERRY A. GRUNDHOFER	Management	For	For
1H.	ELECTION OF DIRECTOR: ARTHUR J. HIGGINS	Management	For	For
1I.	ELECTION OF DIRECTOR: MICHAEL LARSON	Management	For	For
1J.	ELECTION OF DIRECTOR: JERRY W. LEVIN	Management	For	For
1K.	ELECTION OF DIRECTOR: DAVID W. MACLENNAN	Management	For	For
1L.	ELECTION OF DIRECTOR: TRACY B. MCKIBBEN	Management	For	For
1M.	ELECTION OF DIRECTOR: VICTORIA J. REICH	Management	For	For
1N.	ELECTION OF DIRECTOR: SUZANNE M. VAUTRINOT	Management	For	For
1O.	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, 2016.
3.	APPROVE AN AMENDMENT TO THE ECOLAB INC.	Management	For	For
	2001 NON-EMPLOYEE DIRECTOR STOCK OPTION
	AND DEFERRED COMPENSATION PLAN.
4.	ADVISORY VOTE TO APPROVE THE	Management	For	For
	COMPENSATION OF EXECUTIVES DISCLOSED IN
	THE PROXY STATEMENT.
5.	STOCKHOLDER PROPOSAL REGARDING PROXY	Shareholder	Against	For
	ACCESS.

LASALLE HOTEL PROPERTIES
Security	517942108	Meeting Type	Annual
Ticker Symbol	LHO	Meeting Date	05-May-2016
ISIN	US5179421087	Agenda	934334311 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	DENISE M. COLL		For	For
	2	JEFFREY T. FOLAND		For	For
	3	DARRYL HARTLEY-LEONARD		For	For
	4	STUART L. SCOTT		For	For
2.	TO RATIFY THE APPOINTMENT OF THE COMPANY'S		Management	For	For
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTANTS FOR THE YEAR ENDING DECEMBER
	31, 2016.
3.	TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE		Management	For	For
	COMPENSATION.

STILLWATER MINING COMPANY
Security	86074Q102	Meeting Type	Annual
Ticker Symbol	SWC	Meeting Date	05-May-2016
ISIN	US86074Q1022	Agenda	934345403 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: GEORGE M. BEE	Management	For	For
1B.	ELECTION OF DIRECTOR: MICHAEL J. MCMULLEN	Management	For	For
1C.	ELECTION OF DIRECTOR: PATRICE E. MERRIN	Management	For	For
1D.	ELECTION OF DIRECTOR: LAWRENCE PETER	Management	For	For
	OHAGAN
1E.	ELECTION OF DIRECTOR: MICHAEL S. PARRETT	Management	For	For
1F.	ELECTION OF DIRECTOR: BRIAN D. SCHWEITZER	Management	For	For
1G.	ELECTION OF DIRECTOR: GARY A. SUGAR	Management	For	For
2.	TO RATIFY THE APPOINTMENT OF KPMG LLP AS	Management	For	For
	THE COMPANYS INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2016.
3.	TO CONDUCT AN ADVISORY VOTE ON EXECUTIVE	Management	For	For
	COMPENSATION.

Page 26 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

STRATASYS LTD
Security	M85548101	Meeting Type	Annual
Ticker Symbol	SSYS	Meeting Date	05-May-2016
ISIN	IL0011267213	Agenda	934392147 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A	RE-ELECTION OF DIRECTOR: ELCHANAN JAGLOM	Management	For	For
1B	RE-ELECTION OF DIRECTOR: S. SCOTT CRUMP	Management	For	For
1C	RE-ELECTION OF DIRECTOR: DAVID REIS	Management	For	For
1D	RE-ELECTION OF DIRECTOR: EDWARD J. FIERKO	Management	For	For
1E	RE-ELECTION OF DIRECTOR: ILAN LEVIN	Management	For	For
1F	RE-ELECTION OF DIRECTOR: JOHN J. MCELENEY	Management	For	For
1G	RE-ELECTION OF DIRECTOR: ZIVA PATIR	Management	For	For
2A	(RE-)ELECTION OF EACH OF THE FOLLOWING	Management	For	For
	PERSONS TO SERVE AS AN EXTERNAL DIRECTOR
	OF THE COMPANY FOR A THREE-YEAR TERM
	PURSUANT TO THE ISRAELI COMPANIES LAW, 5759-
	1999 (THE "COMPANIES LAW"): VICTOR LEVENTHAL
2B	(RE-)ELECTION OF EACH OF THE FOLLOWING	Management	For	For
	PERSONS TO SERVE AS AN EXTERNAL DIRECTOR
	OF THE COMPANY FOR A THREE-YEAR TERM
	PURSUANT TO THE ISRAELI COMPANIES LAW, 5759-
	1999 (THE "COMPANIES LAW"): HAIM SHANI
2CA	THE UNDERSIGNED CONFIRMS IT DOES NOT HAVE	Management	For	N/A
	A CONFLICT OF INTEREST (REFERRED TO AS A
	"PERSONAL INTEREST" UNDER THE COMPANIES
	LAW, AS DESCRIBED IN THE PROXY STATEMENT) IN
	THE ELECTION OF VICTOR LEVENTHAL:
	CONFIRMED FOR VICTOR LEVENTHAL (PROPOSAL
	2A). CONFIRM YOU DO NOT HAVE PERSONAL
	INTEREST IN PROP 2CA MARK FOR= YES IF YOU
	DO NOT MARK FOR=YES, YOUR VOTE FOR PROP 2A
	WILL NOT BE VALID
2CB	THE UNDERSIGNED CONFIRMS IT DOES NOT HAVE	Management	For	N/A
	A CONFLICT OF INTEREST (REFERRED TO AS A
	"PERSONAL INTEREST" UNDER THE COMPANIES
	LAW, AS DESCRIBED IN THE PROXY STATEMENT) IN
	THE ELECTION OF HAIM SHANI: CONFIRMED FOR
	HAIM SHANI (PROPOSAL 2B). CONFIRM YOU DO
	NOT HAVE PERSONAL INTEREST IN PROP 2CB
	MARK FOR= YES IF YOU DO NOT MARK FOR=YES,
	YOUR VOTE FOR PROP 2B WILL NOT BE VALID
3	APPROVAL OF ANNUAL COMPENSATION	Management	For	For
	PACKAGES FOR INDEPENDENT (INCLUDING, IF
	APPLICABLE, EXTERNAL) DIRECTORS.
4	REAPPOINTMENT OF KESSELMAN & KESSELMAN, A	Management	For	For
	MEMBER OF PRICEWATERHOUSECOOPERS
	INTERNATIONAL LIMITED, AS THE COMPANY'S
	INDEPENDENT AUDITORS FOR THE YEAR ENDING
	DECEMBER 31, 2016 AND UNTIL THE NEXT ANNUAL
	GENERAL MEETING OF SHAREHOLDERS, AND TO
	AUTHORIZE THE BOARD (UPON RECOMMENDATION
	OF THE AUDIT COMMITTEE) TO FIX THEIR
	REMUNERATION.

Page 27 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

FMC TECHNOLOGIES, INC.
Security	30249U101	Meeting Type	Annual
Ticker Symbol	FTI	Meeting Date	06-May-2016
ISIN	US30249U1016	Agenda	934351367 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: CLARENCE P. CAZALOT,	Management	For	For
	JR.
1B.	ELECTION OF DIRECTOR: ELEAZAR DE CARVALHO	Management	For	For
	FILHO
1C.	ELECTION OF DIRECTOR: C. MAURY DEVINE	Management	For	For
1D.	ELECTION OF DIRECTOR: CLAIRE S. FARLEY	Management	For	For
1E.	ELECTION OF DIRECTOR: JOHN T. GREMP	Management	For	For
1F.	ELECTION OF DIRECTOR: THOMAS M. HAMILTON	Management	For	For
1G.	ELECTION OF DIRECTOR: PETER MELLBYE	Management	For	For
1H.	ELECTION OF DIRECTOR: JOSEPH H. NETHERLAND	Management	For	For
1I.	ELECTION OF DIRECTOR: PETER OOSTERVEER	Management	For	For
1J.	ELECTION OF DIRECTOR: RICHARD A. PATTAROZZI	Management	For	For
1K.	ELECTION OF DIRECTOR: KAY G. PRIESTLY	Management	For	For
1L.	ELECTION OF DIRECTOR: JAMES M. RINGLER	Management	For	For
2.	RATIFY THE APPOINTMENT OF KPMG LLP AS THE	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2016.
3.	ADVISORY APPROVAL OF 2015 EXECUTIVE	Management	For	For
	COMPENSATION.

MASCO CORPORATION
Security	574599106	Meeting Type	Annual
Ticker Symbol	MAS	Meeting Date	09-May-2016
ISIN	US5745991068	Agenda	934361558 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: DONALD R. PARFET	Management	For	For
1B.	ELECTION OF DIRECTOR: LISA A. PAYNE	Management	For	For
1C.	ELECTION OF DIRECTOR: REGINALD M. TURNER	Management	For	For
2.	TO APPROVE, BY NON-BINDING ADVISORY VOTE,	Management	For	For
	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
	2016.

Page 28 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

CIT GROUP INC.
Security	125581801	Meeting Type	Annual
Ticker Symbol	CIT	Meeting Date	10-May-2016
ISIN	US1255818015	Agenda	934356393 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: ELLEN R. ALEMANY	Management	For	For
1B.	ELECTION OF DIRECTOR: MICHAEL A. CARPENTER	Management	For	For
1C.	ELECTION OF DIRECTOR: ALAN FRANK	Management	For	For
1D.	ELECTION OF DIRECTOR: WILLIAM M. FREEMAN	Management	For	For
1E.	ELECTION OF DIRECTOR: STEVEN T. MNUCHIN	Management	For	For
1F.	ELECTION OF DIRECTOR: R. BRAD OATES	Management	For	For
1G.	ELECTION OF DIRECTOR: JOHN J. OROS	Management	For	For
1H.	ELECTION OF DIRECTOR: MARIANNE MILLER	Management	For	For
	PARRS
1I.	ELECTION OF DIRECTOR: GERALD ROSENFELD	Management	For	For
1J.	ELECTION OF DIRECTOR: VICE ADMIRAL JOHN R.	Management	For	For
	RYAN, USN (RET.)
1K.	ELECTION OF DIRECTOR: SHEILA A. STAMPS	Management	For	For
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 2016.
3.	TO RECOMMEND, BY NON-BINDING VOTE, THE	Management	For	For
	COMPENSATION OF CIT'S NAMED EXECUTIVE
	OFFICERS.
4.	TO APPROVE THE CIT GROUP INC. 2016 OMNIBUS	Management	For	For
	INCENTIVE PLAN.
5.	TO APPROVE AN AMENDMENT TO THE THIRD	Management	Against	Against
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION OF THE COMPANY TO CHANGE
	THE SHAREHOLDER VOTING REQUIREMENT FOR
	REMOVAL OF DIRECTORS FROM A
	SUPERMAJORITY EQUAL TO 66 2/3% OF
	SHAREHOLDERS AND ONLY FOR CAUSE, TO A
	SIMPLE MAJORITY OF SHAREHOLDERS (MORE
	THAN 50%) WITH OR WITHOUT CAUSE.
6.	TO APPROVE AN AMENDMENT TO THE THIRD	Management	For	For
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION OF THE COMPANY TO REMOVE
	ARTICLE TWELFTH, WHICH IS THE INTERNAL
	REVENUE CODE SECTION 382(L)(5) NET
	OPERATING LOSSES PROVISION.

CAMECO CORPORATION
Security	13321L108	Meeting Type	Annual
Ticker Symbol	CCJ	Meeting Date	11-May-2016
ISIN	CA13321L1085	Agenda	934373921 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
A	DIRECTOR		Management
	1	IAN BRUCE		For	For
	2	DANIEL CAMUS		For	For
	3	JOHN CLAPPISON		For	For
	4	DONALD DERANGER		For	For
	5	CATHERINE GIGNAC		For	For
	6	TIM GITZEL		For	For
	7	JIM GOWANS		For	For
	8	DON KAYNE		For	For
	9	ANNE MCLELLAN		For	For
	10	NEIL MCMILLAN		For	For
B	APPOINT KPMG LLP AS AUDITORS		Management	For	For
C	BE IT RESOLVED THAT, ON AN ADVISORY BASIS		Management	For	For
	AND NOT TO DIMINISH THE ROLE AND
	RESPONSIBILITIES OF THE BOARD OF DIRECTORS
	FOR EXECUTIVE COMPENSATION, THE
	SHAREHOLDERS ACCEPT THE APPROACH TO
	EXECUTIVE COMPENSATION DISCLOSED IN
	CAMECO'S MANAGEMENT PROXY CIRCULAR
	DELIVERED IN ADVANCE OF THE 2016 ANNUAL
	MEETING OF SHAREHOLDERS.
D	YOU DECLARE THAT THE SHARES REPRESENTED		Management	Against	For
	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

Page 29 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

INVENTURE FOODS INC
Security	461212102	Meeting Type	Annual
Ticker Symbol	SNAK	Meeting Date	11-May-2016
ISIN	US4612121024	Agenda	934382110 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	ASHTON D. ASENSIO		For	For
	2	TIMOTHY A. COLE		For	For
	3	MACON BRYCE EDMONSON		For	For
	4	HAROLD S. EDWARDS		For	For
	5	PAUL J. LAPADAT		For	For
	6	TERRY MCDANIEL		For	For
	7	DAVID L. MEYERS		For	For
2.	VOTE ON AN ADVISORY (NON-BINDING)		Management	For	For
	RESOLUTION TO APPROVE THE COMPENSATION
	OF OUR NAMED EXECUTIVE OFFICERS (AS
	DEFINED IN THE PROXY STATEMENT FOR THE 2016
	ANNUAL MEETING).
3.	APPROVE AN AMENDMENT TO THE CERTIFICATE		Management	For	For
	OF INCORPORATION, AS AMENDED, TO EFFECT
	THE ELIMINATION OF ARTICLE EIGHTH.
4.	RATIFY THE APPOINTMENT OF MOSS ADAMS LLP		Management	For	For
	AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2016.

Page 30 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

KOHL'S CORPORATION
Security	500255104	Meeting Type	Annual
Ticker Symbol	KSS	Meeting Date	11-May-2016
ISIN	US5002551043	Agenda	934354185 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: PETER BONEPARTH	Management	For	For
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: JONAS PRISING	Management	For	For
1F.	ELECTION OF DIRECTOR: JOHN E. SCHLIFSKE	Management	For	For
1G.	ELECTION OF DIRECTOR: FRANK V. SICA	Management	For	For
1H.	ELECTION OF DIRECTOR: STEPHANIE A. STREETER	Management	For	For
1I.	ELECTION OF DIRECTOR: NINA G. VACA	Management	For	For
1J.	ELECTION OF DIRECTOR: STEPHEN E. WATSON	Management	For	For
2.	RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM.
3.	ADVISORY VOTE ON APPROVAL OF NAMED	Management	For	For
	EXECUTIVE OFFICER COMPENSATION.
4.	RE-APPROVE THE MATERIAL TERMS OF THE	Management	For	For
	PERFORMANCE GOALS UNDER KOHL'S ANNUAL
	INCENTIVE PLAN.
5.	RE-APPROVE THE MATERIAL TERMS OF THE	Management	For	For
	PERFORMANCE GOALS UNDER THE KOHL'S
	CORPORATION 2010 LONG-TERM COMPENSATION
	PLAN.
6.	SHAREHOLDER PROPOSAL: RECOVERY OF	Shareholder	Against	For
	UNEARNED MANAGEMENT BONUSES.

SPX FLOW, INC.
Security	78469X107	Meeting Type	Annual
Ticker Symbol	FLOW	Meeting Date	11-May-2016
ISIN	US78469X1072	Agenda	934360520 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.1	ELECTION OF DIRECTOR: ANNE K. ALTMAN	Management	For	For
1.2	ELECTION OF DIRECTOR: PATRICK D. CAMPBELL	Management	For	For
1.3	ELECTION OF DIRECTOR: MARCUS G. MICHAEL	Management	For	For
2.	TO APPROVE, BY NON-BINDING VOTE, THE	Management	For	For
	COMPENSATION OF SPX FLOW'S NAMED
	EXECUTIVE OFFICERS AS DISCLOSED IN ITS
	PROXY STATEMENT.
3.	TO RECOMMEND, BY NON-BINDING VOTE, THE	Management	1 Year	For
	FREQUENCY OF NON-BINDING STOCKHOLDER
	VOTES TO APPROVE THE COMPENSATION OF SPX
	FLOW'S NAMED EXECUTIVE OFFICERS.
4.	TO RE-APPROVE MATERIAL TERMS ALLOWING FOR	Management	For	For
	THE GRANTING OF CERTAIN PERFORMANCE-
	BASED AWARDS UNDER OUR SPX FLOW STOCK
	COMPENSATION PLAN FOR PURPOSES OF
	QUALIFYING OUR EXECUTIVE COMPENSATION FOR
	DEDUCTIBILITY UNDER SECTION 162(M) OF THE
	INTERNAL REVENUE CODE.
5.	TO RE-APPROVE MATERIAL TERMS ALLOWING FOR	Management	For	For
	THE GRANTING OF CERTAIN PERFORMANCE-
	BASED AWARDS UNDER OUR SPX FLOW
	EXECUTIVE ANNUAL BONUS PLAN FOR PURPOSES
	OF QUALIFYING OUR EXECUTIVE COMPENSATION
	FOR DEDUCTIBILITY UNDER SECTION 162(M) OF
	THE INTERNAL REVENUE CODE.
6.	TO RATIFY THE APPOINTMENT OF DELOITTE &	Management	For	For
	TOUCHE LLP AS OUR INDEPENDENT PUBLIC
	ACCOUNTANTS FOR 2016.

Page 31 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

USG CORPORATION
Security	903293405	Meeting Type	Annual
Ticker Symbol	USG	Meeting Date	11-May-2016
ISIN	US9032934054	Agenda	934364390 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	THOMAS A. BURKE		For	For
	2	BRIAN A. KENNEY		For	For
	3	STEVEN F. LEER		For	For
2.	APPROVAL OF THE USG CORPORATION 2016 LONG-		Management	For	For
	TERM INCENTIVE PLAN.
3.	RATIFICATION OF THE APPOINTMENT OF DELOITTE		Management	For	For
	& TOUCHE LLP AS INDEPENDENT REGISTERED
	PUBLIC ACCOUNTANTS FOR THE YEAR ENDING
	DECEMBER 31, 2016.
4.	APPROVAL OF AN AMENDMENT TO OUR RESTATED		Management	For	For
	CERTIFICATE OF INCORPORATION TO REMOVE THE
	REQUIREMENT THAT WE MAINTAIN A FINANCE
	COMMITTEE.
5.	APPROVAL OF AN AMENDMENT TO OUR RESTATED		Management	For	For
	CERTIFICATE OF INCORPORATION TO CONTINUE
	TO RESTRICT CERTAIN TRANSFERS OF OUR
	COMMON STOCK.
6.	RATIFICATION, BY ADVISORY VOTE, OF AN		Management	For	For
	AMENDMENT TO OUR RIGHTS AGREEMENT TO
	CONTINUE TO RESTRICT CERTAIN TRANSFERS OF
	OUR COMMON STOCK.

ALLISON TRANSMISSION HOLDINGS, INC.
Security	01973R101	Meeting Type	Annual
Ticker Symbol	ALSN	Meeting Date	12-May-2016
ISIN	US01973R1014	Agenda	934381029 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: DAVID F. DENISON TO	Management	For	For
	SERVE UNTIL 2017 ANNUAL MEETING IS PROPOSAL
	4 IS APPROVED OR ELSE UNTIL 2019 ANNUAL
	MEETING IF NOT APPROVED.
1B.	ELECTION OF DIRECTOR: DAVID C. EVERITT TO	Management	For	For
	SERVE UNTIL 2017 ANNUAL MEETING IS PROPOSAL
	4 IS APPROVED OR ELSE UNTIL 2019 ANNUAL
	MEETING IF NOT APPROVED.
1C.	ELECTION OF DIRECTOR: JAMES A. STAR TO	Management	For	For
	SERVE UNTIL 2017 ANNUAL MEETING IS PROPOSAL
	4 IS APPROVED OR ELSE UNTIL 2019 ANNUAL
	MEETING IF NOT APPROVED.
2.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2016.
3.	AN ADVISORY NON-BINDING VOTE TO APPROVE	Management	For	For
	THE COMPENSATION PAID TO OUR NAMED
	EXECUTIVE OFFICERS.
4.	TO APPROVE AN AMENDMENT TO OUR SECOND	Management	For	For
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION TO DECLASSIFY OUR BOARD AND
	TO PROVIDE FOR ANNUAL ELECTION OF ALL
	DIRECTORS.

Page 32 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

DISCOVER FINANCIAL SERVICES
Security	254709108	Meeting Type	Annual
Ticker Symbol	DFS	Meeting Date	12-May-2016
ISIN	US2547091080	Agenda	934355694 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JEFFREY S. ARONIN	Management	For	For
1B.	ELECTION OF DIRECTOR: MARY K. BUSH	Management	For	For
1C.	ELECTION OF DIRECTOR: GREGORY C. CASE	Management	For	For
1D.	ELECTION OF DIRECTOR: CANDACE H. DUNCAN	Management	For	For
1E.	ELECTION OF DIRECTOR: JOSEPH F. EAZOR	Management	For	For
1F.	ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN	Management	For	For
1G.	ELECTION OF DIRECTOR: RICHARD H. LENNY	Management	For	For
1H.	ELECTION OF DIRECTOR: THOMAS G. MAHERAS	Management	For	For
1I.	ELECTION OF DIRECTOR: MICHAEL H. MOSKOW	Management	For	For
1J.	ELECTION OF DIRECTOR: DAVID W. NELMS	Management	For	For
1K.	ELECTION OF DIRECTOR: MARK A. THIERER	Management	For	For
1L.	ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH	Management	For	For
2.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION.
3.	TO RATIFY THE APPOINTMENT OF DELOITTE &	Management	For	For
	TOUCHE LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM.

HOST HOTELS & RESORTS, INC.
Security	44107P104	Meeting Type	Annual
Ticker Symbol	HST	Meeting Date	12-May-2016
ISIN	US44107P1049	Agenda	934376131 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
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. GOLDEN	Management	For	For
1.4	ELECTION OF DIRECTOR: ANN M. KOROLOGOS	Management	For	For
1.5	ELECTION OF DIRECTOR: RICHARD E. MARRIOTT	Management	For	For
1.6	ELECTION OF DIRECTOR: JOHN B. MORSE, JR.	Management	For	For
1.7	ELECTION OF DIRECTOR: WALTER C. RAKOWICH	Management	For	For
1.8	ELECTION OF DIRECTOR: GORDON H. SMITH	Management	For	For
1.9	ELECTION OF DIRECTOR: W. EDWARD WALTER	Management	For	For
2.	RATIFY APPOINTMENT OF KPMG LLP AS	Management	For	For
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTANTS FOR 2016.
3.	ADVISORY RESOLUTION TO APPROVE EXECUTIVE	Management	For	For
	COMPENSATION.
4.	CHARTER AMENDMENT PROVIDING	Management	For	For
	STOCKHOLDERS THE POWER TO AMEND THE
	BYLAWS.
5.	CHARTER AMENDMENT REDUCING THE	Management	For	For
	THRESHOLD FOR STOCKHOLDERS TO CALL A
	SPECIAL MEETING.
6.	EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For

FARO TECHNOLOGIES, INC.
Security	311642102	Meeting Type	Annual
Ticker Symbol	FARO	Meeting Date	13-May-2016
ISIN	US3116421021	Agenda	934365114 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	JOHN CALDWELL		For	For
	2	JOHN DONOFRIO		For	For
2.	THE RATIFICATION OF GRANT THORNTON LLP AS		Management	For	For
	THE COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2016
3.	NON-BINDING RESOLUTION TO APPROVE THE		Management	For	For
	COMPENSATION OF THE COMPANY'S NAMED
	EXECUTIVE OFFICERS

Page 33 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

LUNDIN MINING CORPORATION
Security	550372106	Meeting Type	Annual
Ticker Symbol	LUNMF	Meeting Date	13-May-2016
ISIN	CA5503721063	Agenda	934393492 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
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 PRICEWATERHOUSECOOPERS		Management	For	For
	LLP, CHARTERED PROFESSIONAL ACCOUNTANTS,
	AS AUDITORS OF THE CORPORATION FOR THE
	ENSUING YEAR AND AUTHORIZING THE
	DIRECTORS TO FIX THEIR REMUNERATION.

3D SYSTEMS CORPORATION
Security	88554D205	Meeting Type	Annual
Ticker Symbol	DDD	Meeting Date	17-May-2016
ISIN	US88554D2053	Agenda	934364352 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.1	ELECTION OF DIRECTOR: WILLIAM E. CURRAN	Management	For	For
1.2	ELECTION OF DIRECTOR: THOMAS W. ERICKSON	Management	For	For
1.3	ELECTION OF DIRECTOR: CHARLES W. HULL	Management	For	For
1.4	ELECTION OF DIRECTOR: WILLIAM D. HUMES	Management	For	For
1.5	ELECTION OF DIRECTOR: JIM D. KEVER	Management	For	For
1.6	ELECTION OF DIRECTOR: G. WALTER	Management	For	For
	LOEWENBAUM, II
1.7	ELECTION OF DIRECTOR: KEVIN S. MOORE	Management	For	For
1.8	ELECTION OF DIRECTOR: DANIEL S. VAN RIPER	Management	For	For
1.9	ELECTION OF DIRECTOR: KAREN E. WELKE	Management	For	For
2.	RATIFICATION OF THE APPOINTMENT OF BDO USA,	Management	For	For
	LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
	YEAR ENDING DECEMBER 31, 2016.

SOUTHWESTERN ENERGY COMPANY
Security	845467109	Meeting Type	Annual
Ticker Symbol	SWN	Meeting Date	17-May-2016
ISIN	US8454671095	Agenda	934369390 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JOHN D. GASS	Management	For	For
1B.	ELECTION OF DIRECTOR: CATHERINE A. KEHR	Management	For	For
1C.	ELECTION OF DIRECTOR: GREG D. KERLEY	Management	For	For
1D.	ELECTION OF DIRECTOR: KENNETH R. MOURTON	Management	For	For
1E.	ELECTION OF DIRECTOR: ELLIOTT PEW	Management	For	For
1F.	ELECTION OF DIRECTOR: TERRY W. RATHERT	Management	For	For
1G.	ELECTION OF DIRECTOR: ALAN H. STEVENS	Management	For	For
1H.	ELECTION OF DIRECTOR: WILLIAM J. WAY	Management	For	For
2.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION.
3.	PROPOSAL TO APPROVE THE AMENDED	Management	For	For
	SOUTHWESTERN ENERGY COMPANY 2013
	INCENTIVE PLAN, PRIMARILY TO INCREASE THE
	NUMBER OF SHARES AVAILABLE FOR ISSUANCE.
4.	PROPOSAL TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP TO SERVE AS
	THE COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2016.

Page 34 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

FISERV, INC.
Security	337738108	Meeting Type	Annual
Ticker Symbol	FISV	Meeting Date	18-May-2016
ISIN	US3377381088	Agenda	934360479 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
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	JD SHERMAN		For	For
	9	DOYLE R. SIMONS		For	For
	10	THOMAS C. WERTHEIMER		For	For
	11	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
	2016.
4.	A SHAREHOLDER PROPOSAL ASKING THE BOARD		Shareholder	Against	For
	OF DIRECTORS TO ADOPT AND PRESENT FOR
	SHAREHOLDER APPROVAL A PROXY ACCESS BY-
	LAW.

HD SUPPLY HOLDINGS, INC.
Security	40416M105	Meeting Type	Annual
Ticker Symbol	HDS	Meeting Date	18-May-2016
ISIN	US40416M1053	Agenda	934355808 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	JOSEPH J. DEANGELO		For	For
	2	PATRICK R. MCNAMEE		For	For
	3	CHARLES W. PEFFER		For	For
2.	TO RATIFY THE BOARD OF DIRECTORS'		Management	For	For
	APPOINTMENT OF PRICEWATERHOUSECOOPERS
	LLP AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	ON JANUARY 29, 2017.
3.	STOCKHOLDER PROPOSAL REGARDING		Shareholder	Against	For
	GREENHOUSE GAS EMISSIONS.

Page 35 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

INGREDION INC
Security	457187102	Meeting Type	Annual
Ticker Symbol	INGR	Meeting Date	18-May-2016
ISIN	US4571871023	Agenda	934368716 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
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. JORDAN	Management	For	For
1F.	ELECTION OF DIRECTOR: GREGORY B. KENNY	Management	For	For
1G.	ELECTION OF DIRECTOR: BARBARA A. KLEIN	Management	For	For
1H.	ELECTION OF DIRECTOR: VICTORIA J. REICH	Management	For	For
1I.	ELECTION OF DIRECTOR: JORGE A. URIBE	Management	For	For
1J.	ELECTION OF DIRECTOR: DWAYNE A. WILSON	Management	For	For
2.	TO APPROVE, BY ADVISORY VOTE, THE	Management	For	For
	COMPENSATION OF THE COMPANY'S "NAMED
	EXECUTIVE OFFICERS"
3.	TO RATIFY THE APPOINTMENT OF KPMG LLP AS	Management	For	For
	THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM OF THE COMPANY AND ITS
	SUBSIDIARIES, IN RESPECT OF THE COMPANY'S
	OPERATIONS IN 2016

PLUG POWER INC.
Security	72919P202	Meeting Type	Annual
Ticker Symbol	PLUG	Meeting Date	18-May-2016
ISIN	US72919P2020	Agenda	934381524 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	GEORGE C. MCNAMEE		For	For
	2	JOHANNES M. ROTH		For	For
	3	XAVIER PONTONE		For	For
	4	GREGORY L. KENAUSIS		For	For
2.	THE RATIFICATION OF KPMG LLP AS THE		Management	For	For
	COMPANY'S INDEPENDENT AUDITORS FOR 2016.

NORDSTROM, INC.
Security	655664100	Meeting Type	Annual
Ticker Symbol	JWN	Meeting Date	19-May-2016
ISIN	US6556641008	Agenda	934366445 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: SHELLYE L.	Management	For	For
	ARCHAMBEAU
1B.	ELECTION OF DIRECTOR: TANYA L. DOMIER	Management	For	For
1C.	ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ,	Management	For	For
	JR.
1D.	ELECTION OF DIRECTOR: BLAKE W. NORDSTROM	Management	For	For
1E.	ELECTION OF DIRECTOR: ERIK B. NORDSTROM	Management	For	For
1F.	ELECTION OF DIRECTOR: PETER E. NORDSTROM	Management	For	For
1G.	ELECTION OF DIRECTOR: PHILIP G. SATRE	Management	For	For
1H.	ELECTION OF DIRECTOR: BRAD D. SMITH	Management	For	For
1I.	ELECTION OF DIRECTOR: GORDON A. SMITH	Management	For	For
1J.	ELECTION OF DIRECTOR: BRADLEY D. TILDEN	Management	For	For
1K.	ELECTION OF DIRECTOR: B. KEVIN TURNER	Management	For	For
1L.	ELECTION OF DIRECTOR: ROBERT D. WALTER	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.
4.	APPROVAL OF THE AMENDED AND RESTATED	Management	For	For
	NORDSTROM, INC. EXECUTIVE MANAGEMENT
	BONUS PLAN.

Page 36 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

PIONEER NATURAL RESOURCES COMPANY
Security	723787107	Meeting Type	Annual
Ticker Symbol	PXD	Meeting Date	19-May-2016
ISIN	US7237871071	Agenda	934367500 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: EDISON C. BUCHANAN	Management	For	For
1B.	ELECTION OF DIRECTOR: ANDREW F. CATES	Management	For	For
1C.	ELECTION OF DIRECTOR: TIMOTHY L. DOVE	Management	For	For
1D.	ELECTION OF DIRECTOR: PHILLIP A. GOBE	Management	For	For
1E.	ELECTION OF DIRECTOR: LARRY R. GRILLOT	Management	For	For
1F.	ELECTION OF DIRECTOR: STACY P. METHVIN	Management	For	For
1G.	ELECTION OF DIRECTOR: ROYCE W. MITCHELL	Management	For	For
1H.	ELECTION OF DIRECTOR: FRANK A. RISCH	Management	For	For
1I.	ELECTION OF DIRECTOR: SCOTT D. SHEFFIELD	Management	For	For
1J.	ELECTION OF DIRECTOR: MONA K. SUTPHEN	Management	For	For
1K.	ELECTION OF DIRECTOR: J. KENNETH THOMPSON	Management	For	For
1L.	ELECTION OF DIRECTOR: PHOEBE A. WOOD	Management	For	For
1M.	ELECTION OF DIRECTOR: MICHAEL D. WORTLEY	Management	For	For
2.	RATIFICATION OF SELECTION OF ERNST & YOUNG	Management	For	For
	LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016
3.	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION
4.	APPROVAL OF THE AMENDED AND RESTATED 2006	Management	For	For
	LONG-TERM INCENTIVE PLAN
5.	APPROVAL OF THE MATERIAL TERMS OF THE	Management	For	For
	AMENDED AND RESTATED 2006 LONG-TERM
	INCENTIVE PLAN TO COMPLY WITH THE
	STOCKHOLDER APPROVAL REQUIREMENTS OF
	SECTION 162(M) OF THE INTERNAL REVENUE CODE

LUMBER LIQUIDATORS HOLDINGS, INC.
Security	55003T107	Meeting Type	Annual
Ticker Symbol	LL	Meeting Date	23-May-2016
ISIN	US55003T1079	Agenda	934375975 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	W. STEPHEN CANNON		For	For
	2	JOHN M. PRESLEY		For	For
	3	THOMAS D. SULLIVAN		For	For
2.	PROPOSAL 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 DECEMBER 31, 2016.
3.	PROPOSAL TO PROVIDE ADVISORY (NON-BINDING)		Management	For	For
	APPROVAL OF NAMED EXECUTIVE OFFICER
	COMPENSATION.
4.	PROPOSAL TO APPROVE THE AMENDED AND		Management	For	For
	RESTATED LUMBER LIQUIDATORS HOLDINGS, INC.
	2011 EQUITY COMPENSATION PLAN.

Page 37 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

FLAGSTAR BANCORP, INC.
Security	337930705	Meeting Type	Annual
Ticker Symbol	FBC	Meeting Date	24-May-2016
ISIN	US3379307057	Agenda	934377032 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: ALESSANDRO P. DINELLO	Management	For	For
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. OVENDEN	Management	For	For
1G.	ELECTION OF DIRECTOR: PETER SCHOELS	Management	For	For
1H.	ELECTION OF DIRECTOR: DAVID L. TREADWELL	Management	For	For
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, 2016.
3.	TO ADOPT AN ADVISORY (NON-BINDING)	Management	For	For
	RESOLUTION TO APPROVE NAMED EXECUTIVE
	OFFICER COMPENSATION.
4.	TO APPROVE THE FLAGSTAR BANCORP, INC. 2016	Management	For	For
	STOCK AWARD AND INCENTIVE PLAN.

SPX CORPORATION
Security	784635104	Meeting Type	Annual
Ticker Symbol	SPXC	Meeting Date	24-May-2016
ISIN	US7846351044	Agenda	934379593 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.1	ELECTION OF DIRECTOR: RICKY D. PUCKETT (TERM	Management	For	For
	WILL EXPIRE IN 2017)
1.2	ELECTION OF DIRECTOR: TANA L. UTLEY (TERM	Management	For	For
	WILL EXPIRE IN 2017)
1.3	ELECTION OF DIRECTOR: RUTH G. SHAW (TERM	Management	For	For
	WILL EXPIRE IN 2018)
1.4	ELECTION OF DIRECTOR: EUGENE J. LOWE, III	Management	For	For
	(TERM WILL EXPIRE IN 2019)
1.5	ELECTION OF DIRECTOR: PATRICK J. O'LEARY	Management	For	For
	(TERM WILL EXPIRE IN 2019)
1.6	ELECTION OF DIRECTOR: DAVID A. ROBERTS	Management	For	For
	(TERM WILL EXPIRE IN 2019)
2.	APPROVAL OF NAMED EXECUTIVE OFFICERS'	Management	For	For
	COMPENSATION, ON A NON-BINDING ADVISORY
	BASIS.
3.	RE-APPROVAL OF EXECUTIVE ANNUAL BONUS	Management	For	For
	PLAN.
4.	RATIFICATION OF APPOINTMENT OF DELOITTE &	Management	For	For
	TOUCHE LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
	2016 FISCAL YEAR.

Page 38 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

URBAN OUTFITTERS, INC.
Security	917047102	Meeting Type	Annual
Ticker Symbol	URBN	Meeting Date	24-May-2016
ISIN	US9170471026	Agenda	934383681 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: EDWARD N. ANTOIAN	Management	For	For
1B.	ELECTION OF DIRECTOR: SCOTT A. BELAIR	Management	For	For
1C.	ELECTION OF DIRECTOR: HARRY S. CHERKEN, JR.	Management	For	For
1D.	ELECTION OF DIRECTOR: SCOTT GALLOWAY	Management	For	For
1E.	ELECTION OF DIRECTOR: MARGARET A. HAYNE	Management	For	For
1F.	ELECTION OF DIRECTOR: RICHARD A. HAYNE	Management	For	For
1G.	ELECTION OF DIRECTOR: ELIZABETH ANN	Management	For	For
	LAMBERT
1H.	ELECTION OF DIRECTOR: JOEL S. LAWSON III	Management	For	For
1I.	ELECTION OF DIRECTOR: ROBERT H. STROUSE	Management	For	For
2.	TO RATIFY THE APPOINTMENT OF DELOITTE &	Management	For	For
	TOUCHE LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR
	FISCAL YEAR 2017.
3.	SHAREHOLDER PROPOSAL REGARDING PROXY	Shareholder	For	For
	ACCESS.

SKECHERS U.S.A., INC.
Security	830566105	Meeting Type	Annual
Ticker Symbol	SKX	Meeting Date	25-May-2016
ISIN	US8305661055	Agenda	934399355 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	MICHAEL GREENBERG		For	For
	2	DAVID WEINBERG		For	For
	3	JEFFREY GREENBERG		For	For
2.	APPROVAL OF THE SKECHERS U.S.A., INC. 2006		Management	For	For
	ANNUAL INCENTIVE COMPENSATION PLAN, AS
	AMENDED.
3.	STOCKHOLDER PROPOSAL REQUESTING THE		Shareholder	Against	For
	BOARD OF DIRECTORS TO PREPARE A REPORT
	REGARDING GENDER AND RACIAL DIVERSITY ON
	THE BOARD.

ANNALY CAPITAL MANAGEMENT, INC.
Security	035710409	Meeting Type	Annual
Ticker Symbol	NLY	Meeting Date	26-May-2016
ISIN	US0357104092	Agenda	934381714 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: KEVIN G. KEYES	Management	For	For
1B.	ELECTION OF DIRECTOR: KEVIN P. BRADY	Management	For	For
1C.	ELECTION OF DIRECTOR: E. WAYNE NORDBERG	Management	For	For
2.	ADVISORY APPROVAL OF THE COMPANY'S	Management	For	For
	EXECUTIVE COMPENSATION.
3.	RATIFICATION OF THE APPOINTMENT OF ERNST &	Management	For	For
	YOUNG LLP AS OUR INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2016.

Page 39 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

UNUM GROUP
Security	91529Y106	Meeting Type	Annual
Ticker Symbol	UNM	Meeting Date	26-May-2016
ISIN	US91529Y1064	Agenda	934386790 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: THEODORE H. BUNTING,	Management	For	For
	JR.
1B.	ELECTION OF DIRECTOR: E. MICHAEL CAULFIELD	Management	For	For
1C.	ELECTION OF DIRECTOR: JOSEPH J. ECHEVARRIA	Management	For	For
1D.	ELECTION OF DIRECTOR: CYNTHIA L. EGAN	Management	For	For
1E.	ELECTION OF DIRECTOR: PAMELA H. GODWIN	Management	For	For
1F.	ELECTION OF DIRECTOR: KEVIN T. KABAT	Management	For	For
1G.	ELECTION OF DIRECTOR: TIMOTHY F. KEANEY	Management	For	For
1H.	ELECTION OF DIRECTOR: GLORIA C. LARSON	Management	For	For
1I.	ELECTION OF DIRECTOR: RICHARD P. MCKENNEY	Management	For	For
1J.	ELECTION OF DIRECTOR: EDWARD J. MUHL	Management	For	For
1K.	ELECTION OF DIRECTOR: RONALD P. O'HANLEY	Management	For	For
1L.	ELECTION OF DIRECTOR: FRANCIS J. SHAMMO	Management	For	For
1M.	ELECTION OF DIRECTOR: THOMAS R. WATJEN	Management	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 & YOUNG	Management	For	For
	LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016.
4.	TO APPROVE THE UNUM EUROPEAN HOLDING	Management	For	For
	COMPANY LIMITED SAVINGS-RELATED SHARE
	OPTION SCHEME 2016.

ZIONS BANCORPORATION
Security	989701107	Meeting Type	Annual
Ticker Symbol	ZION	Meeting Date	27-May-2016
ISIN	US9897011071	Agenda	934373820 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JERRY C. ATKIN	Management	For	For
1B.	ELECTION OF DIRECTOR: PATRICIA FROBES	Management	For	For
1C.	ELECTION OF DIRECTOR: SUREN K. GUPTA	Management	For	For
1D.	ELECTION OF DIRECTOR: J. DAVID HEANEY	Management	For	For
1E.	ELECTION OF DIRECTOR: VIVIAN S. LEE	Management	For	For
1F.	ELECTION OF DIRECTOR: EDWARD F. MURPHY	Management	For	For
1G.	ELECTION OF DIRECTOR: ROGER B. PORTER	Management	For	For
1H.	ELECTION OF DIRECTOR: STEPHEN D. QUINN	Management	For	For
1I.	ELECTION OF DIRECTOR: HARRIS H. SIMMONS	Management	For	For
1J.	ELECTION OF DIRECTOR: L.E. SIMMONS	Management	For	For
1K.	ELECTION OF DIRECTOR: SHELLEY THOMAS	Management	For	For
	WILLIAMS
2.	RATIFICATION OF THE APPOINTMENT OF ERNST &	Management	For	For
	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 BASIS,	Management	For	For
	OF THE COMPENSATION PAID TO THE COMPANY'S
	NAMED EXECUTIVE OFFICERS WITH RESPECT TO
	THE FISCAL YEAR ENDED DECEMBER 31, 2015.
4.	APPROVAL OF THE COMPANY'S 2017 MANAGEMENT	Management	For	For
	INCENTIVE PLAN TO PRESERVE TAX
	DEDUCTIBILITY OF AWARDS UNDER THE PLAN.
5.	THAT THE SHAREHOLDERS REQUEST THE BOARD	Shareholder	Against	For
	OF DIRECTORS TO ESTABLISH A POLICY
	REQUIRING THAT THE BOARD'S CHAIRMAN BE AN
	"INDEPENDENT" DIRECTOR.

Page 40 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

INGERSOLL-RAND PLC
Security	G47791101	Meeting Type	Annual
Ticker Symbol	IR	Meeting Date	02-Jun-2016
ISIN	IE00B6330302	Agenda	934393101 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
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. HORNER	Management	For	For
1G.	ELECTION OF DIRECTOR: LINDA P. HUDSON	Management	For	For
1H.	ELECTION OF DIRECTOR: MICHAEL W. LAMACH	Management	For	For
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 COMPENSATION OF	Management	Against	Against
	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 DIRECTORS'	Management	For	For
	EXISTING AUTHORITY TO ISSUE SHARES.
5.	APPROVAL OF THE RENEWAL OF THE DIRECTORS'	Management	For	For
	EXISTING AUTHORITY TO ISSUE SHARES FOR CASH
	WITHOUT FIRST OFFERING SHARES TO EXISTING
	SHAREHOLDERS. (SPECIAL RESOLUTION)
6.	DETERMINATION OF THE PRICE RANGE AT WHICH	Management	For	For
	THE COMPANY CAN RE-ALLOT SHARES THAT IT
	HOLDS AS TREASURY SHARES. (SPECIAL
	RESOLUTION)
7.	APPROVAL OF AMENDMENT OF THE COMPANY'S	Management	For	For
	ARTICLES OF ASSOCIATION TO IMPLEMENT PROXY
	ACCESS. (SPECIAL RESOLUTION)
8A.	APPROVAL OF AMENDMENT TO THE COMPANY'S	Management	For	For
	ARTICLES OF ASSOCIATION TO MAKE CERTAIN
	ADMINISTRATIVE AMENDMENTS IN CONNECTION
	WITH THE COMPANIES ACT 2014. (SPECIAL
	RESOLUTION)
8B.	APPROVAL OF AMENDMENT TO THE COMPANY'S	Management	For	For
	MEMORANDUM OR ASSOCIATION TO MAKE
	CERTAIN ADMINISTRATIVE AMENDMENTS IN
	CONNECTION WITH THE COMPANIES ACT 2014.
	(SPECIAL RESOLUTION)
9A.	APPROVAL OF AMENDMENT TO THE COMPANY'S	Management	For	For
	ARTICLES OF ASSOCIATION TO PROVIDE FOR A
	PLURALITY VOTING STANDARD IN THE EVENT OF A
	CONTESTED ELECTION. (SPECIAL RESOLUTION)
9B.	APPROVAL OF AMENDMENT TO THE COMPANY'S	Management	For	For
	ARTICLES OF ASSOCIATION TO GRANT THE BOARD
	SOLE AUTHORITY TO DETERMINE ITS SIZE.
	(SPECIAL RESOLUTION)

Page 41 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

NATUS MEDICAL INCORPORATED
Security	639050103	Meeting Type	Annual
Ticker Symbol	BABY	Meeting Date	02-Jun-2016
ISIN	US6390501038	Agenda	934396119 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1A.	ELECTION OF DIRECTOR: JAMES B. HAWKINS	Management	For	For
1B.	ELECTION OF DIRECTOR: ROBERT A. GUNST	Management	For	For
2.	TO RATIFY THE APPOINTMENT OF KPMG LLP AS	Management	For	For
	OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE YEAR ENDING
	DECEMBER 31, 2016.
3.	ADVISORY APPROVAL OF THE COMPANY'S NAMED	Management	For	For
	EXECUTIVE OFFICER COMPENSATION.

NXP SEMICONDUCTORS NV.
Security	N6596X109	Meeting Type	Annual
Ticker Symbol	NXPI	Meeting Date	02-Jun-2016
ISIN	NL0009538784	Agenda	934423649 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
2C.	ADOPTION OF THE 2015 STATUTORY ANNUAL	Management	For	For
	ACCOUNTS
2D.	GRANTING DISCHARGE TO THE DIRECTORS FOR	Management	For	For
	THEIR RESPONSIBILITIES IN THE FINANCIAL YEAR
	2015
3A.	PROPOSAL TO RE-APPOINT MR. RICHARD L.	Management	For	For
	CLEMMER AS EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3B.	PROPOSAL TO RE-APPOINT SIR PETER BONFIELD	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3C.	PROPOSAL TO RE-APPOINT MR. JOHANNES P.	Management	For	For
	HUTH AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3D.	PROPOSAL TO RE-APPOINT MR. KENNETH A.	Management	For	For
	GOLDMAN AS NON-EXECUTIVE DIRECTOR WITH
	EFFECT FROM JUNE 2, 2016
3E.	PROPOSAL TO RE-APPOINT DR. MARION HELMES	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3F.	PROPOSAL TO RE-APPOINT MR. JOSEPH KAESER	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3G.	PROPOSAL TO RE-APPOINT MR. IAN LORING AS	Management	For	For
	NON-EXECUTIVE DIRECTOR WITH EFFECT FROM
	JUNE 2, 2016
3H.	PROPOSAL TO RE-APPOINT MR. ERIC MEURICE AS	Management	For	For
	NON-EXECUTIVE DIRECTOR WITH EFFECT FROM
	JUNE 2, 2016
3I.	PROPOSAL TO RE-APPOINT MR. PETER SMITHAM	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3J.	PROPOSAL TO RE-APPOINT MS. JULIE SOUTHERN	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3K.	PROPOSAL TO RE-APPOINT MR. GREGORY SUMME	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2016
3L.	PROPOSAL TO APPOINT DR. RICK TSAI AS NON-	Management	For	For
	EXECUTIVE DIRECTOR WITH EFFECT FROM JUNE 2,
	2016
4.	PROPOSAL TO DETERMINE THE REMUNERATION	Management	For	For
	OF THE MEMBERS OF THE AUDIT COMMITTEE AND
	THE NOMINATING AND COMPENSATION
	COMMITTEE OF THE BOARD OF DIRECTORS
5A.	AUTHORIZATION OF THE BOARD OF DIRECTORS TO	Management	For	For
	ISSUE SHARES OR GRANT RIGHTS TO ACQUIRE
	SHARES
5B.	AUTHORIZATION OF THE BOARD OF DIRECTORS TO	Management	For	For
	RESTRICT OR EXCLUDE PRE-EMPTION RIGHTS
6.	AUTHORIZATION OF THE BOARD OF DIRECTORS TO	Management	For	For
	REPURCHASE SHARES IN THE COMPANY'S CAPITAL
7.	AUTHORIZATION TO CANCEL REPURCHASED	Management	For	For
	SHARES IN THE COMPANY'S CAPITAL

Page 42 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

ALLIANCE DATA SYSTEMS CORPORATION
Security	018581108	Meeting Type	Annual
Ticker Symbol	ADS	Meeting Date	07-Jun-2016
ISIN	US0185811082	Agenda	934395307 - Management

Item	Proposal	Proposed by	Vote	For/Against Management
1.1	ELECTION OF DIRECTOR: BRUCE K. ANDERSON	Management	For	For
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, JR.	Management	For	For
1.5	ELECTION OF DIRECTOR: EDWARD J. HEFFERNAN	Management	For	For
1.6	ELECTION OF DIRECTOR: KENNETH R. JENSEN	Management	For	For
1.7	ELECTION OF DIRECTOR: ROBERT A. MINICUCCI	Management	For	For
1.8	ELECTION OF DIRECTOR: LAURIE A. TUCKER	Management	For	For
2.	ADVISORY APPROVAL OF EXECUTIVE	Management	For	For
	COMPENSATION.
3.	TO AMEND THE CERTIFICATE OF INCORPORATION	Management	For	For
	OF ALLIANCE DATA SYSTEMS CORPORATION TO
	ELIMINATE RESTRICTIONS ON REMOVAL OF
	DIRECTORS.
4.	TO RATIFY THE SELECTION OF DELOITTE &	Management	For	For
	TOUCHE LLP AS THE INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM OF ALLIANCE DATA
	SYSTEMS CORPORATION FOR 2016.

DEVON ENERGY CORPORATION
Security	25179M103	Meeting Type	Annual
Ticker Symbol	DVN	Meeting Date	08-Jun-2016
ISIN	US25179M1036	Agenda	934400071 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	BARBARA M. BAUMANN		For	For
	2	JOHN E. BETHANCOURT		For	For
	3	DAVID A. HAGER		For	For
	4	ROBERT H. HENRY		For	For
	5	MICHAEL M. KANOVSKY		For	For
	6	ROBERT A. MOSBACHER, JR		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	For	For
	COMPENSATION.
3.	RATIFY THE APPOINTMENT OF THE COMPANY'S		Management	For	For
	INDEPENDENT AUDITORS FOR 2016.
4.	REPORT ON LOBBYING ACTIVITIES RELATED TO		Shareholder	Against	For
	ENERGY POLICY AND CLIMATE CHANGE.
5.	REPORT ON THE IMPACT OF POTENTIAL CLIMATE		Shareholder	Against	For
	CHANGE POLICIES.
6.	REPORT DISCLOSING LOBBYING POLICY AND		Shareholder	For	Against
	ACTIVITY.
7.	REMOVE RESERVE ADDITION METRICS FROM THE		Shareholder	For	Against
	DETERMINATION OF EXECUTIVE INCENTIVE
	COMPENSATION.

Page 43 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

FREEPORT-MCMORAN INC.
Security	35671D857	Meeting Type	Annual
Ticker Symbol	FCX	Meeting Date	08-Jun-2016
ISIN	US35671D8570	Agenda	934403825 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	RICHARD C. ADKERSON		For	For
	2	GERALD J. FORD		For	For
	3	LYDIA H. KENNARD		For	For
	4	ANDREW LANGHAM		For	For
	5	JON C. MADONNA		For	For
	6	COURTNEY MATHER		For	For
	7	DUSTAN E. MCCOY		For	For
	8	FRANCES FRAGOS TOWNSEND		For	For
2.	RATIFICATION OF THE APPOINTMENT OF ERNST &		Management	For	For
	YOUNG LLP AS OUR INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2016.
3.	APPROVAL, ON AN ADVISORY BASIS, OF THE		Management	For	For
	COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.
4.	APPROVAL OF AN AMENDMENT TO OUR AMENDED		Management	For	For
	AND RESTATED BY-LAWS TO IMPLEMENT
	STOCKHOLDER PROXY ACCESS.
5.	APPROVAL OF AN AMENDMENT TO OUR AMENDED		Management	Against	Against
	AND RESTATED CERTIFICATE OF INCORPORATION
	TO INCREASE THE NUMBER OF AUTHORIZED
	SHARES OF COMMON STOCK TO 3,000,000,000.
6.	APPROVAL OF AN AMENDMENT TO OUR AMENDED		Management	For	For
	AND RESTATED CERTIFICATE OF INCORPORATION
	TO CLARIFY THAT ANY DIRECTOR MAY BE
	REMOVED WITH OR WITHOUT CAUSE.
7.	APPROVAL OF THE ADOPTION OF THE FREEPORT-		Management	For	For
	MCMORAN INC. 2016 STOCK INCENTIVE PLAN.
8.	STOCKHOLDER PROPOSAL REQUESTING A		Shareholder	Against	For
	REPORT ON THE COMPANY'S ENHANCED OIL
	RECOVERY OPERATIONS.

PURE STORAGE, INC.
Security	74624M102	Meeting Type	Annual
Ticker Symbol	PSTG	Meeting Date	09-Jun-2016
ISIN	US74624M1027	Agenda	934403813 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	JOHN COLGROVE		For	For
	2	SCOTT DIETZEN		For	For
2.	TO RATIFY THE SELECTION OF DELOITTE &		Management	For	For
	TOUCHE LLP AS OUR INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR
	ENDING JANUARY 31, 2017.

Page 44 of 45

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

CAVIUM, INC.
Security	14964U108	Meeting Type	Annual
Ticker Symbol	CAVM	Meeting Date	15-Jun-2016
ISIN	US14964U1088	Agenda	934407924 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	SYED B. ALI		For	For
	2	ANTHONY S. THORNLEY		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, 2016.
3.	TO APPROVE, ON AN ADVISORY BASIS, THE		Management	For	For
	COMPENSATION OF CAVIUM, INC.'S NAMED
	EXECUTIVE OFFICERS.
4.	TO APPROVE THE CAVIUM, INC. 2016 EQUITY		Management	For	For
	INCENTIVE PLAN.

MAXWELL TECHNOLOGIES, INC.
Security	577767106	Meeting Type	Annual
Ticker Symbol	MXWL	Meeting Date	15-Jun-2016
ISIN	US5777671067	Agenda	934402455 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	BURKHARD GOESCHEL		For	For
	2	DAVID SCHLOTTERBECK		For	For
2.	RATIFICATION OF THE APPOINTMENT OF BDO USA,		Management	For	For
	LLP AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2016.
3.	TO APPROVE AN AMENDMENT TO THE COMPANY'S		Management	Against	Against
	RESTATED CERTIFICATE OF INCORPORATION TO
	INCREASE THE TOTAL NUMBER OF AUTHORIZED
	SHARES OF COMMON STOCK FROM 40,000,000
	SHARES TO 80,000,000 SHARES.
4.	TO APPROVE AN AMENDMENT TO THE COMPANY'S		Management	For	For
	RESTATED CERTIFICATION OF INCORPORATION TO
	DECLASSIFY THE BOARD OF DIRECTORS AND TO
	PROVIDE THAT DIRECTORS MAY BE REMOVED
	WITH OR WITHOUT CAUSE.
5.	TO APPROVE AN INCREASE IN THE NUMBER OF		Management	For	For
	SHARES OF COMMON STOCK RESERVED FOR
	ISSUANCE UNDER THE 2013 OMNIBUS EQUITY
	INCENTIVE PLAN BY 2,400,000 SHARES.
6.	TO APPROVE, ON AN ADVISORY BASIS, OUR		Management	For	For
	NAMED EXECUTIVE OFFICER COMPENSATION.

Page 45 of 45

Thompson Bond Fund
Proxy Voting Record for Period 07/01/2015 to 06/30/2016

FIDELITY INSTL CASH PORTFOLIOS
Security	316175207	Meeting Type	Special
Ticker Symbol	FMPXX	Meeting Date	12-Feb-2016
ISIN	US3161752072	Agenda	934286421 - Management

Item	Proposal		Proposed by	Vote	For/Against Management
1.	DIRECTOR		Management
	1	ELIZABETH S. ACTON		For	For
	2	JOHN ENGLER		For	For
	3	ALBERT R. GAMPER, JR.		For	For
	4	ROBERT F. GARTLAND		For	For
	5	ABIGAIL P. JOHNSON		For	For
	6	ARTHUR E. JOHNSON		For	For
	7	MICHAEL E. KENNEALLY		For	For
	8	JAMES H. KEYES		For	For
	9	MARIE L. KNOWLES		For	For
	10	GEOFFREY A. VON KUHN		For	For

Page 1 of 1

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 25, 2016