UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
 

Investment Company Act File Number 811-4946

THOMPSON IM FUNDS, INC.
(Exact name of registrant as specified in charter)

918 Deming Way
Madison, Wisconsin 53717
(Address of principal executive offices)--(Zip code)

Jason L. Stephens
Chief Executive Officer
Thompson IM Funds, Inc.
918 Deming Way
Madison, Wisconsin 53717
(Name and address of agent for service)

Registrant's telephone number, including area code: (608) 827-5700

Date of fiscal year end: 11/30

Date of reporting period: 07/01/2014-06/30/2015

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

BED BATH & BEYOND INC.
Security	075896100	Meeting Type	Annual
Ticker Symbol	BBBY	Meeting Date	07-Jul-2014
ISIN	US0758961009	Agenda	934041740 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: WARREN	Management	Against	Against
	EISENBERG
1B.	ELECTION OF DIRECTOR: LEONARD	Management	Against	Against
	FEINSTEIN
1C.	ELECTION OF DIRECTOR: STEVEN H.	Management	Against	Against
	TEMARES
1D.	ELECTION OF DIRECTOR: DEAN S. ADLER	Management	Against	Against
1E.	ELECTION OF DIRECTOR: STANLEY F.	Management	Against	Against
	BARSHAY
1F.	ELECTION OF DIRECTOR: GERALDINE T.	Management	Against	Against
	ELLIOTT
1G.	ELECTION OF DIRECTOR: KLAUS EPPLER	Management	Against	Against
1H.	ELECTION OF DIRECTOR: PATRICK R.	Management	Against	Against
	GASTON
1I.	ELECTION OF DIRECTOR: JORDAN HELLER	Management	Against	Against
1J.	ELECTION OF DIRECTOR: VICTORIA A.	Management	Against	Against
	MORRISON
2.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	KPMG LLP.
3.	TO APPROVE, BY NON-BINDING VOTE, THE	Management	Against	Against
	2013 COMPENSATION PAID TO THE
	COMPANY'S NAMED EXECUTIVE OFFICERS.

EXACT SCIENCES CORPORATION
Security	30063P105	Meeting Type	Annual
Ticker Symbol	EXAS	Meeting Date	24-Jul-2014
ISIN	US30063P1057	Agenda	934050357 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	MANEESH K. ARORA		For	For
	2	JAMES E. DOYLE		For	For
	3	LIONEL N. STERLING		For	For
2.	PROPOSAL TO APPROVE ON AN ADVISORY		Management	For	For
	BASIS THE COMPENSATION OF THE
	COMPANY'S NAMED EXECUTIVE OFFICERS.
3.	PROPOSAL TO APPROVE THE AMENDMENT		Management	For	For
	TO THE 2010 EMPLOYEE STOCK PURCHASE
	PLAN TO INCREASE THE NUMBER OF
	SHARES RESERVED FOR ISSUANCE
	THEREUNDER BY 500,000 SHARES.
4.	TO APPROVE THE AMENDMENT TO OUR		Management	Against	Against
	CERTIFICATE OF INCORPORATION
	INCREASING THE NUMBER OF AUTHORIZED
	SHARES OF COMMON STOCK FROM
	100,000,000 SHARES TO 200,000,000
	SHARES.
5.	PROPOSAL TO RATIFY THE SELECTION OF		Management	For	For
	BDO USA, LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR 2014.

Page 1 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

MCKESSON CORPORATION
Security	58155Q103	Meeting Type	Annual
Ticker Symbol	MCK	Meeting Date	30-Jul-2014
ISIN	US58155Q1031	Agenda	934050345 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ANDY D. BRYANT	Management	Against	Against
1B.	ELECTION OF DIRECTOR: WAYNE A. BUDD	Management	Against	Against
1C.	ELECTION OF DIRECTOR: N. ANTHONY	Management	Against	Against
	COLES, M.D.
1D.	ELECTION OF DIRECTOR: JOHN H.	Management	Against	Against
	HAMMERGREN
1E.	ELECTION OF DIRECTOR: ALTON F. IRBY III	Management	Against	Against
1F.	ELECTION OF DIRECTOR: M. CHRISTINE	Management	Against	Against
	JACOBS
1G.	ELECTION OF DIRECTOR: MARIE L.	Management	Against	Against
	KNOWLES
1H.	ELECTION OF DIRECTOR: DAVID M.	Management	Against	Against
	LAWRENCE, M.D.
1I.	ELECTION OF DIRECTOR: EDWARD A.	Management	Against	Against
	MUELLER
2.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	DELOITTE & TOUCHE LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR THE FISCAL
	YEAR ENDING MARCH 31, 2015.
3.	ADVISORY VOTE ON EXECUTIVE	Management	Against	Against
	COMPENSATION.
4.	SHAREHOLDER PROPOSAL ON ACTION BY	Shareholder	Against	For
	WRITTEN CONSENT OF SHAREHOLDERS.
5.	SHAREHOLDER PROPOSAL ON DISCLOSURE	Shareholder	For	Against
	OF POLITICAL CONTRIBUTIONS AND
	EXPENDITURES.
6.	SHAREHOLDER PROPOSAL ON	Shareholder	For	Against
	ACCELERATED VESTING OF EQUITY
	AWARDS.

Page 2 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

MEDTRONIC, INC.
Security	585055106	Meeting Type	Annual
Ticker Symbol	MDT	Meeting Date	21-Aug-2014
ISIN	US5850551061	Agenda	934055232 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	RICHARD H. ANDERSON		For	For
	2	SCOTT C. DONNELLY		For	For
	3	OMAR ISHRAK		For	For
	4	SHIRLEY ANN JACKSON PHD		For	For
	5	MICHAEL O. LEAVITT		For	For
	6	JAMES T. LENEHAN		For	For
	7	DENISE M. O'LEARY		For	For
	8	KENDALL J. POWELL		For	For
	9	ROBERT C. POZEN		For	For
	10	PREETHA REDDY		For	For
2.	TO RATIFY APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	MEDTRONIC'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR FISCAL
	YEAR 2015.
3.	TO APPROVE, IN A NON-BINDING ADVISORY		Management	For	For
	VOTE, NAMED EXECUTIVE OFFICER
	COMPENSATION (A "SAY-ON-PAY" VOTE).
4.	TO APPROVE THE MEDTRONIC, INC. 2014		Management	For	For
	EMPLOYEES STOCK PURCHASE PLAN.
5.	TO AMEND AND RESTATE THE COMPANY'S		Management	For	For
	ARTICLES OF INCORPORATION TO PROVIDE
	THAT DIRECTORS WILL BE ELECTED BY A
	MAJORITY VOTE IN UNCONTESTED
	ELECTIONS.
6.	TO AMEND AND RESTATE THE COMPANY'S		Management	Against	Against
	ARTICLES OF INCORPORATION TO ALLOW
	CHANGES TO THE SIZE OF THE BOARD OF
	DIRECTORS UPON THE AFFIRMATIVE VOTE
	OF A SIMPLE MAJORITY OF SHARES.
7.	TO AMEND AND RESTATE THE COMPANY'S		Management	For	For
	ARTICLES OF INCORPORATION TO ALLOW
	REMOVAL OF A DIRECTOR UPON THE
	AFFIRMATIVE VOTE OF A SIMPLE MAJORITY
	OF SHARES.
8.	TO AMEND AND RESTATE THE COMPANY'S		Management	For	For
	ARTICLES OF INCORPORATION TO ALLOW
	AMENDMENTS TO SECTION 5.3 OF ARTICLE
	5 UPON THE AFFIRMATIVE VOTE OF A
	SIMPLE MAJORITY OF SHARES.

Page 3 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

FEDEX CORPORATION
Security	31428X106	Meeting Type	Annual
Ticker Symbol	FDX	Meeting Date	29-Sep-2014
ISIN	US31428X1063	Agenda	934067299 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JAMES L.	Management	For	For
	BARKSDALE
1B.	ELECTION OF DIRECTOR: JOHN A.	Management	For	For
	EDWARDSON
1C.	ELECTION OF DIRECTOR: MARVIN R.	Management	For	For
	ELLISON
1D.	ELECTION OF DIRECTOR: KIMBERLY A.	Management	For	For
	JABAL
1E.	ELECTION OF DIRECTOR: SHIRLEY ANN	Management	For	For
	JACKSON
1F.	ELECTION OF DIRECTOR: GARY W.	Management	For	For
	LOVEMAN
1G.	ELECTION OF DIRECTOR: R. BRAD MARTIN	Management	For	For
1H.	ELECTION OF DIRECTOR: JOSHUA COOPER	Management	For	For
	RAMO
1I.	ELECTION OF DIRECTOR: SUSAN C.	Management	For	For
	SCHWAB
1J.	ELECTION OF DIRECTOR: FREDERICK W.	Management	For	For
	SMITH
1K.	ELECTION OF DIRECTOR: DAVID P. STEINER	Management	For	For
1L.	ELECTION OF DIRECTOR: PAUL S. WALSH	Management	For	For
2.	ADVISORY VOTE TO APPROVE NAMED	Management	For	For
	EXECUTIVE OFFICER COMPENSATION.
3.	RATIFICATION OF INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM.
4.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	PROXY ACCESS FOR SHAREHOLDERS.
5.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	SIMPLE MAJORITY VOTE-COUNTING.
6.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	HEDGING AND PLEDGING POLICY.
7.	STOCKHOLDER PROPOSAL REGARDING TAX	Shareholder	For	Against
	PAYMENTS ON RESTRICTED STOCK
	AWARDS.
8.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	For	Against
	POLITICAL DISCLOSURE AND
	ACCOUNTABILITY.

THE PROCTER & GAMBLE COMPANY
Security	742718109	Meeting Type	Annual
Ticker Symbol	PG	Meeting Date	14-Oct-2014
ISIN	US7427181091	Agenda	934070448 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ANGELA F. BRALY	Management	For	For
1B.	ELECTION OF DIRECTOR: KENNETH I.	Management	For	For
	CHENAULT
1C.	ELECTION OF DIRECTOR: SCOTT D. COOK	Management	For	For
1D.	ELECTION OF DIRECTOR: SUSAN DESMOND-	Management	For	For
	HELLMANN
1E.	ELECTION OF DIRECTOR: A.G. LAFLEY	Management	For	For
1F.	ELECTION OF DIRECTOR: TERRY J.	Management	For	For
	LUNDGREN
1G.	ELECTION OF DIRECTOR: W. JAMES	Management	For	For
	MCNERNEY, JR.
1H.	ELECTION OF DIRECTOR: MARGARET C.	Management	For	For
	WHITMAN
1I.	ELECTION OF DIRECTOR: MARY AGNES	Management	For	For
	WILDEROTTER
1J.	ELECTION OF DIRECTOR: PATRICIA A.	Management	For	For
	WOERTZ
1K.	ELECTION OF DIRECTOR: ERNESTO	Management	For	For
	ZEDILLO
2.	RATIFY APPOINTMENT OF THE	Management	For	For
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM
3.	APPROVE THE PROCTER & GAMBLE 2014	Management	Against	Against
	STOCK AND INCENTIVE COMPENSATION
	PLAN
4.	ADVISORY VOTE ON EXECUTIVE	Management	Against	Against
	COMPENSATION (THE SAY ON PAY VOTE)
5.	SHAREHOLDER PROPOSAL - REPORT ON	Shareholder	Against	For
	UNRECYCLABLE PACKAGING
6.	SHAREHOLDER PROPOSAL - REPORT ON	Shareholder	Against	For
	ALIGNMENT BETWEEN CORPORATE VALUES
	AND POLITICAL CONTRIBUTIONS

Page 4 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

PETROCHINA COMPANY LIMITED
Security	71646E100	Meeting Type	Special
Ticker Symbol	PTR	Meeting Date	29-Oct-2014
ISIN	US71646E1001	Agenda	934081946 - Management

Item	Proposal		Vote	For/Against
1.	THAT, AS SET OUT IN THE CIRCULAR DATED	Management	For	For
	10 SEPTEMBER 2014 ISSUED BY THE
	COMPANY TO ITS SHAREHOLDERS (THE
	"CIRCULAR"): THE NEW COMPREHENSIVE
	AGREEMENT ENTERED INTO BETWEEN THE
	COMPANY AND CHINA NATIONAL
	PETROLEUM CORPORATION BE AND IS
	HEREBY APPROVED, RATIFIED AND
	CONFIRMED AND THE EXECUTION OF THE
	NEW COMPREHENSIVE AGREEMENT BY MR.
	YU YIBO FOR AND ON BEHALF OF THE
	COMPANY BE AND IS HEREBY APPROVED,
	RATIFIED AND CONFIRMED; MR. YU YIBO BE
	AND IS HEREBY AUTHORISED TO MAKE ANY
	AMENDMENT TO THE ... (DUE TO SPACE
	LIMITS, SEE PROXY MATERIAL FOR FULL
	PROPOSAL))
2.	TO CONSIDER AND APPROVE MR. ZHANG	Management	For	For
	BIYI AS INDEPENDENT NON-EXECUTIVE
	DIRECTOR OF THE COMPANY.
3.	TO CONSIDER AND APPROVE MR. JIANG	Management	For	For
	LIFU AS SUPERVISOR OF THE COMPANY.

Page 5 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

LINEAR TECHNOLOGY CORPORATION
Security	535678106	Meeting Type	Annual
Ticker Symbol	LLTC	Meeting Date	05-Nov-2014
ISIN	US5356781063	Agenda	934079256 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ROBERT H.	Management	For	For
	SWANSON, JR.
1B.	ELECTION OF DIRECTOR: LOTHAR MAIER	Management	For	For
1C.	ELECTION OF DIRECTOR: ARTHUR C.	Management	For	For
	AGNOS
1D.	ELECTION OF DIRECTOR: JOHN J. GORDON	Management	For	For
1E.	ELECTION OF DIRECTOR: DAVID S. LEE	Management	For	For
1F.	ELECTION OF DIRECTOR: RICHARD M.	Management	For	For
	MOLEY
1G.	ELECTION OF DIRECTOR: THOMAS S. VOLPE	Management	For	For
2.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	For	For
	COMPENSATION.
3.	TO RATIFY THE APPOINTMENT OF ERNST &	Management	For	For
	YOUNG LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM OF
	THE COMPANY FOR THE FISCAL YEAR
	ENDING JUNE 28, 2015.
4.	RE-APPROVAL OF THE EXECUTIVE BONUS	Management	For	For
	PLAN.
5.	NON-BINDING STOCKHOLDER PROPOSAL	Shareholder	Against	For
	REGARDING DIRECTOR ELECTION
	MAJORITY VOTE STANDARD.

ORACLE CORPORATION
Security	68389X105	Meeting Type	Annual
Ticker Symbol	ORCL	Meeting Date	05-Nov-2014
ISIN	US68389X1054	Agenda	934078153 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	JEFFREY S. BERG		For	For
	2	H. RAYMOND BINGHAM		For	For
	3	MICHAEL J. BOSKIN		For	For
	4	SAFRA A. CATZ		For	For
	5	BRUCE R. CHIZEN		For	For
	6	GEORGE H. CONRADES		For	For
	7	LAWRENCE J. ELLISON		For	For
	8	HECTOR GARCIA-MOLINA		For	For
	9	JEFFREY O. HENLEY		For	For
	10	MARK V. HURD		For	For
	11	NAOMI O. SELIGMAN		For	For
2.	ADVISORY VOTE TO APPROVE EXECUTIVE		Management	Against	Against
	COMPENSATION.
3.	RATIFICATION OF THE SELECTION OF		Management	For	For
	ERNST & YOUNG LLP AS INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR FISCAL YEAR 2015.
4.	STOCKHOLDER PROPOSAL REGARDING		Shareholder	Against	For
	VOTE TABULATION.
5.	STOCKHOLDER PROPOSAL REGARDING		Shareholder	For	Against
	MULTIPLE PERFORMANCE METRICS.
6.	STOCKHOLDER PROPOSAL REGARDING		Shareholder	For	Against
	QUANTIFIABLE PERFORMANCE METRICS.
7.	STOCKHOLDER PROPOSAL REGARDING		Shareholder	Against	For
	PROXY ACCESS.

Page 6 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

MAXIM INTEGRATED PRODUCTS, INC.
Security	57772K101	Meeting Type	Annual
Ticker Symbol	MXIM	Meeting Date	12-Nov-2014
ISIN	US57772K1016	Agenda	934082304 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	B. KIPLING HAGOPIAN		For	For
	2	TUNC DOLUCA		For	For
	3	JAMES R. BERGMAN		For	For
	4	JOSEPH R. BRONSON		For	For
	5	ROBERT E. GRADY		For	For
	6	WILLIAM D. WATKINS		For	For
	7	A.R. FRANK WAZZAN		For	For
2.	TO RATIFY THE APPOINTMENT OF DELOITTE		Management	For	For
	& TOUCHE LLP AS MAXIM INTEGRATED'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING JUNE 27, 2015.
3.	TO RATIFY AND APPROVE AN AMENDMENT		Management	For	For
	TO MAXIM INTEGRATED'S 2008 .. DUE TO
	SPACE LIMITS, SEE PROXY STATEMENT FOR
	FULL PROPOSAL).
4.	TO RATIFY AND APPROVE AN AMENDMENT		Management	Against	Against
	TO MAXIM INTEGRATED'S 1996 STOCK
	INCENTIVE PLAN TO INCREASE THE
	NUMBER OF SHARES AVAILABLE FOR
	ISSUANCE THEREUNDER BY 5,000,000
	SHARES AND TO EXTEND THE PLAN'S TERM
	BY 10 YEARS.
5.	TO RATIFY AND APPROVE AN AMENDMENT		Management	Against	Against
	TO MAXIM INTEGRATED'S RESTATED
	CERTIFICATE OF INCORPORATION TO
	ELIMINATE THE ABILITY OF STOCKHOLDERS
	TO CUMULATE THEIR VOTES IN FUTURE
	ELECTIONS OF DIRECTORS.
6.	ADVISORY VOTE ON EXECUTIVE		Management	For	For
	COMPENSATION.
7.	TO APPROVE THE ADOPTION OF MAXIM		Management	For	For
	INTEGRATED'S EXECUTIVE BONUS PLAN, A
	BONUS PLAN FOR THE COMPANY'S
	EXECUTIVE OFFICERS COMPLIANT WITH
	SECTION 162(M) OF THE INTERNAL
	REVENUE CODE.

Page 7 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

RESMED INC.
Security	761152107	Meeting Type	Annual
Ticker Symbol	RMD	Meeting Date	19-Nov-2014
ISIN	US7611521078	Agenda	934082746 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MICHAEL FARRELL	Management	For	For
1B.	ELECTION OF DIRECTOR: CHRIS ROBERTS	Management	For	For
1C.	ELECTION OF DIRECTOR: JACK WAREHAM	Management	For	For
2.	RATIFY OUR APPOINTMENT OF KPMG LLP	Management	For	For
	AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING JUNE 30, 2015.
3.	APPROVE, ON AN ADVISORY BASIS, THE	Management	For	For
	COMPENSATION PAID TO OUR NAMED
	EXECUTIVE OFFICERS, AS DESCRIBED IN
	THE PROXY STATEMENT.

CISCO SYSTEMS, INC.
Security	17275R102	Meeting Type	Annual
Ticker Symbol	CSCO	Meeting Date	20-Nov-2014
ISIN	US17275R1023	Agenda	934082215 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: CAROL A. BARTZ	Management	For	For
1B.	ELECTION OF DIRECTOR: M. MICHELE	Management	For	For
	BURNS
1C.	ELECTION OF DIRECTOR: MICHAEL D.	Management	For	For
	CAPELLAS
1D.	ELECTION OF DIRECTOR: JOHN T.	Management	For	For
	CHAMBERS
1E.	ELECTION OF DIRECTOR: BRIAN L. HALLA	Management	For	For
1F.	ELECTION OF DIRECTOR: DR. JOHN L.	Management	For	For
	HENNESSY
1G.	ELECTION OF DIRECTOR: DR. KRISTINA M.	Management	For	For
	JOHNSON
1H.	ELECTION OF DIRECTOR: RODERICK C.	Management	For	For
	MCGEARY
1I.	ELECTION OF DIRECTOR: ARUN SARIN	Management	For	For
1J.	ELECTION OF DIRECTOR: STEVEN M. WEST	Management	For	For
2.	APPROVAL OF AMENDMENT AND	Management	For	For
	RESTATEMENT OF THE EMPLOYEE STOCK
	PURCHASE PLAN.
3.	APPROVAL, ON AN ADVISORY BASIS, OF	Management	Against	Against
	EXECUTIVE COMPENSATION.
4.	RATIFICATION OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	CISCO'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR FISCAL
	2015.
5.	APPROVAL TO RECOMMEND THAT CISCO	Shareholder	Against	For
	ESTABLISH A PUBLIC POLICY COMMITTEE
	OF THE BOARD.
6.	APPROVAL TO REQUEST THE BOARD TO	Shareholder	Against	For
	AMEND CISCO'S GOVERNING DOCUMENTS
	TO ALLOW PROXY ACCESS FOR SPECIFIED
	CATEGORIES OF SHAREHOLDERS.
7.	APPROVAL TO REQUEST CISCO TO	Shareholder	For	Against
	PROVIDE A SEMIANNUAL REPORT ON
	POLITICAL-RELATED CONTRIBUTIONS AND
	EXPENDITURES.

Page 8 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

MICROSOFT CORPORATION
Security	594918104	Meeting Type	Annual
Ticker Symbol	MSFT	Meeting Date	03-Dec-2014
ISIN	US5949181045	Agenda	934087708 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: WILLIAM H. GATES	Management	For	For
	III
1B.	ELECTION OF DIRECTOR: MARIA M. KLAWE	Management	For	For
1C.	ELECTION OF DIRECTOR: TERI L. LIST-	Management	For	For
	STOLL
1D.	ELECTION OF DIRECTOR: G. MASON MORFIT	Management	For	For
1E.	ELECTION OF DIRECTOR: SATYA NADELLA	Management	For	For
1F.	ELECTION OF DIRECTOR: CHARLES H.	Management	For	For
	NOSKI
1G.	ELECTION OF DIRECTOR: HELMUT PANKE	Management	For	For
1H.	ELECTION OF DIRECTOR: CHARLES W.	Management	For	For
	SCHARF
1I.	ELECTION OF DIRECTOR: JOHN W.	Management	For	For
	STANTON
1J.	ELECTION OF DIRECTOR: JOHN W.	Management	For	For
	THOMPSON
2.	ADVISORY VOTE ON EXECUTIVE	Management	Against	Against
	COMPENSATION
3.	RATIFICATION OF DELOITTE & TOUCHE LLP	Management	For	For
	AS OUR INDEPENDENT AUDITOR FOR
	FISCAL YEAR 2015
4.	SHAREHOLDER PROPOSAL - PROXY	Shareholder	Against	For
	ACCESS FOR SHAREHOLDERS

Page 9 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

JDS UNIPHASE CORPORATION
Security	46612J507	Meeting Type	Annual
Ticker Symbol	JDSU	Meeting Date	05-Dec-2014
ISIN	US46612J5074	Agenda	934089156 - Management

Item	Proposal		Vote	For/Against
1.1	ELECTION OF DIRECTOR: KEITH BARNES	Management	For	For
1.2	ELECTION OF DIRECTOR: TIMOTHY CAMPOS	Management	For	For
1.3	ELECTION OF DIRECTOR: PENELOPE A.	Management	For	For
	HERSCHER
1.4	ELECTION OF DIRECTOR: MASOOD JABBAR	Management	For	For
1.5	ELECTION OF DIRECTOR: MARTIN A.	Management	For	For
	KAPLAN
1.6	ELECTION OF DIRECTOR: THOMAS	Management	For	For
	WAECHTER
2	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	INDEPENDENT PUBLIC ACCOUNTING FIRM
	FOR JDS UNIPHASE CORPORATION FOR
	THE FISCAL YEAR ENDING JUNE 27, 2015.
3	TO APPROVE, BY NON-BINDING ADVISORY	Management	For	For
	VOTE, THE COMPENSATION OF OUR NAMED
	EXECUTIVE OFFICERS.
4	TO APPROVE AMENDMENTS TO OUR	Management	Against	Against
	AMENDED AND RESTATED 2003 EQUITY
	INCENTIVE PLAN.

WALGREEN CO.
Security	931422109	Meeting Type	Special
Ticker Symbol	WAG	Meeting Date	29-Dec-2014
ISIN	US9314221097	Agenda	934105001 - Management

Item	Proposal		Vote	For/Against
1.	TO APPROVE AND ADOPT THE AGREEMENT	Management	For	For
	AND PLAN OF MERGER, DATED AS OF
	OCTOBER 17, 2014, PURSUANT TO WHICH
	ONTARIO MERGER SUB, INC. WILL MERGE
	WITH AND INTO WALGREEN CO. (THE
	"REORG MERGER") AND WALGREEN CO.
	WILL SURVIVE THE REORG MERGER AS A
	WHOLLY OWNED SUBSIDIARY OF
	WALGREENS BOOTS ALLIANCE, INC., AND
	TO APPROVE AND ADOPT THE REORG
	MERGER AND THE REORGANIZATION (AS
	DEFINED IN THE ACCOMPANYING PROXY
	STATEMENT/PROSPECTUS) (THE
	"REORGANIZATION PROPOSAL").
2.	TO APPROVE THE ISSUANCE, IN A PRIVATE	Management	For	For
	PLACEMENT, OF SHARES OF (A) IF THE
	REORGANIZATION PROPOSAL IS APPROVED
	AND THE REORGANIZATION COMPLETED,
	WALGREENS BOOTS ALLIANCE, INC.
	COMMON STOCK OR (B) IF THE
	REORGANIZATION PROPOSAL IS NOT
	APPROVED OR THE REORGANIZATION IS
	NOT OTHERWISE COMPLETED, WALGREEN
	CO. COMMON STOCK, IN EITHER CASE TO
	THE SELLERS (AS DEFINED IN THE
	ACCOMPANYING PROXY
	STATEMENT/PROSPECTUS) IN CONNECTION
	WITH THE COMPLETION OF THE STEP 2
	ACQUISITION (AS DEFINED IN THE ...(DUE TO
	SPACE LIMITS, SEE PROXY STATEMENT FOR
	FULL PROPOSAL).
3.	TO APPROVE THE ADJOURNMENT OF THE	Management	For	For
	SPECIAL MEETING, IF NECESSARY OR
	APPROPRIATE, TO SOLICIT ADDITIONAL
	PROXIES IF THERE ARE NOT SUFFICIENT
	VOTES TO APPROVE AND ADOPT THE
	REORGANIZATION PROPOSAL OR THE
	SHARE ISSUANCE PROPOSAL.

Page 10 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

D.R. HORTON, INC.
Security	23331A109	Meeting Type	Annual
Ticker Symbol	DHI	Meeting Date	22-Jan-2015
ISIN	US23331A1097	Agenda	934112246 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: DONALD R.	Management	For	For
	HORTON
1B.	ELECTION OF DIRECTOR: BARBARA K.	Management	For	For
	ALLEN
1C.	ELECTION OF DIRECTOR: BRAD S.	Management	For	For
	ANDERSON
1D.	ELECTION OF DIRECTOR: MICHAEL R.	Management	For	For
	BUCHANAN
1E.	ELECTION OF DIRECTOR: MICHAEL W.	Management	For	For
	HEWATT
2.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	Against	Against
	COMPENSATION.
3.	TO APPROVE THE 2006 STOCK INCENTIVE	Management	Against	Against
	PLAN AS AMENDED AND RESTATED.
4.	RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.

Page 11 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

JOHNSON CONTROLS, INC.
Security	478366107	Meeting Type	Annual
Ticker Symbol	JCI	Meeting Date	28-Jan-2015
ISIN	US4783661071	Agenda	934108603 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	NATALIE A. BLACK		For	For
	2	RAYMOND L. CONNER		For	For
	3	RICHARD GOODMAN		For	For
	4	WILLIAM H. LACY		For	For
	5	ALEX A. MOLINAROLI		For	For
	6	MARK P. VERGNANO		For	For
2.	RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	INDEPENDENT AUDITORS FOR 2015.
3.	APPROVE ON AN ADVISORY BASIS NAMED		Management	Against	Against
	EXECUTIVE OFFICER COMPENSATION.

Page 12 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

VISA INC.
Security	92826C839	Meeting Type	Annual
Ticker Symbol	V	Meeting Date	28-Jan-2015
ISIN	US92826C8394	Agenda	934110785 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MARY B.	Management	For	For
	CRANSTON
1B.	ELECTION OF DIRECTOR: FRANCISCO	Management	For	For
	JAVIER FERNANDEZ-CARBAJAL
1C.	ELECTION OF DIRECTOR: ALFRED F. KELLY,	Management	For	For
	JR.
1D.	ELECTION OF DIRECTOR: ROBERT W.	Management	For	For
	MATSCHULLAT
1E.	ELECTION OF DIRECTOR: CATHY E.	Management	For	For
	MINEHAN
1F.	ELECTION OF DIRECTOR: SUZANNE NORA	Management	For	For
	JOHNSON
1G.	ELECTION OF DIRECTOR: DAVID J. PANG	Management	For	For
1H.	ELECTION OF DIRECTOR: CHARLES W.	Management	For	For
	SCHARF
1I.	ELECTION OF DIRECTOR: WILLIAM S.	Management	For	For
	SHANAHAN
1J.	ELECTION OF DIRECTOR: JOHN A.C.	Management	For	For
	SWAINSON
1K.	ELECTION OF DIRECTOR: MAYNARD G.	Management	For	For
	WEBB, JR.
2.	APPROVAL OF AMENDMENTS TO THE FIFTH	Management	For	For
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION TO FACILITATE STOCK
	SPLITS.
3.	APPROVAL, ON AN ADVISORY BASIS, OF	Management	For	For
	THE COMPENSATION PAID TO THE
	COMPANY'S NAMED EXECUTIVE OFFICERS.
4.	APPROVAL OF THE VISA INC. EMPLOYEE	Management	For	For
	STOCK PURCHASE PLAN.
5A.	APPROVAL OF AMENDMENTS TO THE FIFTH	Management	For	For
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION AND THE AMENDED AND
	RESTATED BY-LAWS TO REMOVE ALL
	SUPERMAJORITY VOTE REQUIREMENTS
	AND REPLACE THEM WITH MAJORITY VOTE
	REQUIREMENTS FOR THE ACTION: EXITING
	OUR CORE PAYMENT BUSINESS
5B.	APPROVAL OF AMENDMENTS TO THE FIFTH	Management	For	For
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION AND THE AMENDED AND
	RESTATED BY-LAWS TO REMOVE ALL
	SUPERMAJORITY VOTE REQUIREMENTS
	AND REPLACE THEM WITH MAJORITY VOTE
	REQUIREMENTS FOR THE ACTION: FUTURE
	AMENDMENTS TO SECTIONS OF THE
	CERTIFICATE OF INCORPORATION
5C.	APPROVAL OF AMENDMENTS TO THE FIFTH	Management	For	For
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION AND THE AMENDED AND
	RESTATED BY-LAWS TO REMOVE ALL
	SUPERMAJORITY VOTE REQUIREMENTS
	AND REPLACE THEM WITH MAJORITY VOTE
	REQUIREMENTS FOR THE ACTION:
	APPROVAL OF EXCEPTIONS TO TRANSFER
	RESTRICTIONS
5D.	APPROVAL OF AMENDMENTS TO THE FIFTH	Management	For	For
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION AND THE AMENDED AND
	RESTATED BY-LAWS TO REMOVE ALL
	SUPERMAJORITY VOTE REQUIREMENTS
	AND REPLACE THEM WITH MAJORITY VOTE
	REQUIREMENTS FOR THE ACTION:
	REMOVAL OF DIRECTORS FROM OFFICE
5E.	APPROVAL OF AMENDMENTS TO THE FIFTH	Management	For	For
	AMENDED AND RESTATED CERTIFICATE OF
	INCORPORATION AND THE AMENDED AND
	RESTATED BY-LAWS TO REMOVE ALL
	SUPERMAJORITY VOTE REQUIREMENTS
	AND REPLACE THEM WITH MAJORITY VOTE
	REQUIREMENTS FOR THE ACTION: FUTURE
	AMENDMENTS TO THE ADVANCE NOTICE
	PROVISIONS IN THE BY-LAWS
6.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	KPMG LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR FISCAL YEAR 2015

Page 13 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

EMERSON ELECTRIC CO.
Security	291011104	Meeting Type	Annual
Ticker Symbol	EMR	Meeting Date	03-Feb-2015
ISIN	US2910111044	Agenda	934110052 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	A.F. GOLDEN*		For	For
	2	W.R. JOHNSON*		For	For
	3	C. KENDLE*		For	For
	4	J.S. TURLEY*		For	For
	5	A.A. BUSCH III#		For	For
2.	APPROVAL, BY NON-BINDING ADVISORY		Management	For	For
	VOTE, OF EMERSON ELECTRIC CO.
	EXECUTIVE COMPENSATION.
3.	APPROVAL OF THE EMERSON ELECTRIC CO.		Management	For	For
	2015 INCENTIVE SHARES PLAN.
4.	RE-APPROVAL OF THE PERFORMANCE		Management	For	For
	MEASURES UNDER THE EMERSON
	ELECTRIC CO. ANNUAL INCENTIVE PLAN.
5.	RATIFICATION OF KPMG LLP AS		Management	For	For
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.
6.	APPROVAL OF THE STOCKHOLDER		Shareholder	Against	For
	PROPOSAL REQUESTING ISSUANCE OF A
	SUSTAINABILITY REPORT AS DESCRIBED IN
	THE PROXY STATEMENT.
7.	APPROVAL OF THE STOCKHOLDER		Shareholder	For	Against
	PROPOSAL REQUESTING ISSUANCE OF A
	POLITICAL CONTRIBUTIONS REPORT AS
	DESCRIBED IN THE PROXY STATEMENT.
8.	APPROVAL OF THE STOCKHOLDER		Shareholder	For	Against
	PROPOSAL REQUESTING ISSUANCE OF A
	LOBBYING REPORT AS DESCRIBED IN THE
	PROXY STATEMENT.

ROCKWELL AUTOMATION, INC.
Security	773903109	Meeting Type	Annual
Ticker Symbol	ROK	Meeting Date	03-Feb-2015
ISIN	US7739031091	Agenda	934110773 - Management

Item	Proposal			Vote	For/Against
A.	DIRECTOR		Management
	1	BETTY C. ALEWINE		For	For
	2	J. PHILLIP HOLLOMAN		For	For
	3	VERNE G. ISTOCK		For	For
	4	LAWRENCE D. KINGSLEY		For	For
	5	LISA A. PAYNE		For	For
B.	TO APPROVE THE SELECTION OF DELOITTE		Management	For	For
	& TOUCHE LLP AS THE CORPORATION'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.
C.	TO APPROVE, ON AN ADVISORY BASIS, THE		Management	For	For
	COMPENSATION OF THE CORPORATION'S
	NAMED EXECUTIVE OFFICERS.
D.	TO APPROVE A MAJORITY VOTE STANDARD		Management	For	For
	FOR UNCONTESTED DIRECTOR ELECTIONS.

Page 14 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

HOLOGIC, INC.
Security	436440101	Meeting Type	Annual
Ticker Symbol	HOLX	Meeting Date	03-Mar-2015
ISIN	US4364401012	Agenda	934118250 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	JONATHAN CHRISTODORO		For	For
	2	SALLY W. CRAWFORD		For	For
	3	SCOTT T. GARRETT		For	For
	4	DAVID R. LAVANCE, JR.		For	For
	5	NANCY L. LEAMING		For	For
	6	LAWRENCE M. LEVY		For	For
	7	STEPHEN P. MACMILLAN		For	For
	8	SAMUEL MERKSAMER		For	For
	9	CHRISTIANA STAMOULIS		For	For
	10	ELAINE S. ULLIAN		For	For
	11	WAYNE WILSON		For	For
2.	A NON-BINDING ADVISORY RESOLUTION TO		Management	For	For
	APPROVE EXECUTIVE COMPENSATION.
3.	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	ERNST & YOUNG LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR FISCAL 2015.
4.	SHAREHOLDER PROPOSAL REGARDING A		Shareholder	For	Against
	SEVERANCE APPROVAL POLICY.
5.	SHAREHOLDER PROPOSAL REGARDING		Shareholder	Against	For
	SHAREHOLDER INPUT ON POISON PILLS.

HELMERICH & PAYNE, INC.
Security	423452101	Meeting Type	Annual
Ticker Symbol	HP	Meeting Date	04-Mar-2015
ISIN	US4234521015	Agenda	934119480 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: WILLIAM L.	Management	For	For
	ARMSTRONG
1B.	ELECTION OF DIRECTOR: RANDY A. FOUTCH	Management	For	For
1C.	ELECTION OF DIRECTOR: HANS HELMERICH	Management	For	For
1D.	ELECTION OF DIRECTOR: JOHN W. LINDSAY	Management	For	For
1E.	ELECTION OF DIRECTOR: PAULA MARSHALL	Management	For	For
1F.	ELECTION OF DIRECTOR: THOMAS A.	Management	For	For
	PETRIE
1G.	ELECTION OF DIRECTOR: DONALD F.	Management	For	For
	ROBILLARD, JR.
1H.	ELECTION OF DIRECTOR: FRANCIS ROONEY	Management	For	For
1I.	ELECTION OF DIRECTOR: EDWARD B. RUST,	Management	For	For
	JR.
1J.	ELECTION OF DIRECTOR: JOHN D. ZEGLIS	Management	For	For
2.	RATIFICATION OF ERNST & YOUNG LLP AS	Management	For	For
	AUDITORS FOR 2015.
3.	ADVISORY VOTE ON EXECUTIVE	Management	For	For
	COMPENSATION.

Page 15 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

QUALCOMM INCORPORATED
Security	747525103	Meeting Type	Annual
Ticker Symbol	QCOM	Meeting Date	09-Mar-2015
ISIN	US7475251036	Agenda	934118616 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: BARBARA T.	Management	For	For
	ALEXANDER
1B.	ELECTION OF DIRECTOR: DONALD G.	Management	For	For
	CRUICKSHANK
1C.	ELECTION OF DIRECTOR: RAYMOND V.	Management	For	For
	DITTAMORE
1D.	ELECTION OF DIRECTOR: SUSAN	Management	For	For
	HOCKFIELD
1E.	ELECTION OF DIRECTOR: THOMAS W.	Management	For	For
	HORTON
1F.	ELECTION OF DIRECTOR: PAUL E. JACOBS	Management	For	For
1G.	ELECTION OF DIRECTOR: SHERRY LANSING	Management	For	For
1H.	ELECTION OF DIRECTOR: HARISH MANWANI	Management	For	For
1I.	ELECTION OF DIRECTOR: STEVEN M.	Management	For	For
	MOLLENKOPF
1J.	ELECTION OF DIRECTOR: DUANE A. NELLES	Management	For	For
1K.	ELECTION OF DIRECTOR: CLARK T. RANDT,	Management	For	For
	JR.
1L.	ELECTION OF DIRECTOR: FRANCISCO ROS	Management	For	For
1M.	ELECTION OF DIRECTOR: JONATHAN J.	Management	For	For
	RUBINSTEIN
1N.	ELECTION OF DIRECTOR: BRENT	Management	For	For
	SCOWCROFT
1O.	ELECTION OF DIRECTOR: MARC I. STERN	Management	For	For
2.	TO RATIFY THE SELECTION OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT PUBLIC ACCOUNTANTS FOR
	OUR FISCAL YEAR ENDING SEPTEMBER 27,
	2015.
3.	TO APPROVE AN AMENDMENT TO THE 2001	Management	Against	Against
	EMPLOYEE STOCK PURCHASE PLAN TO
	INCREASE THE SHARE RESERVE BY
	25,000,000 SHARES.
4.	ADVISORY VOTE TO APPROVE OUR	Management	Against	Against
	EXECUTIVE COMPENSATION.

Page 16 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

THE WALT DISNEY COMPANY
Security	254687106	Meeting Type	Annual
Ticker Symbol	DIS	Meeting Date	12-Mar-2015
ISIN	US2546871060	Agenda	934118666 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: SUSAN E. ARNOLD	Management	For	For
1B.	ELECTION OF DIRECTOR: JOHN S. CHEN	Management	For	For
1C.	ELECTION OF DIRECTOR: JACK DORSEY	Management	For	For
1D.	ELECTION OF DIRECTOR: ROBERT A. IGER	Management	For	For
1E.	ELECTION OF DIRECTOR: FRED H.	Management	For	For
	LANGHAMMER
1F.	ELECTION OF DIRECTOR: AYLWIN B. LEWIS	Management	For	For
1G.	ELECTION OF DIRECTOR: MONICA C.	Management	For	For
	LOZANO
1H.	ELECTION OF DIRECTOR: ROBERT W.	Management	For	For
	MATSCHULLAT
1I.	ELECTION OF DIRECTOR: SHERYL K.	Management	For	For
	SANDBERG
1J.	ELECTION OF DIRECTOR: ORIN C. SMITH	Management	For	For
2.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S REGISTERED PUBLIC
	ACCOUNTANTS FOR 2015.
3.	TO APPROVE THE ADVISORY RESOLUTION	Management	Against	Against
	ON EXECUTIVE COMPENSATION.
4.	TO APPROVE THE SHAREHOLDER	Shareholder	Against	For
	PROPOSAL RELATING TO INDEPENDENT
	BOARD CHAIRMAN.
5.	TO APPROVE THE SHAREHOLDER	Shareholder	For	Against
	PROPOSAL RELATING TO ACCELERATION
	OF EXECUTIVE PAY.

HEWLETT-PACKARD COMPANY
Security	428236103	Meeting Type	Annual
Ticker Symbol	HPQ	Meeting Date	18-Mar-2015
ISIN	US4282361033	Agenda	934122285 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MARC L.	Management	For	For
	ANDREESSEN
1B.	ELECTION OF DIRECTOR: SHUMEET	Management	For	For
	BANERJI
1C.	ELECTION OF DIRECTOR: ROBERT R.	Management	For	For
	BENNETT
1D.	ELECTION OF DIRECTOR: RAJIV L. GUPTA	Management	For	For
1E.	ELECTION OF DIRECTOR: KLAUS KLEINFELD	Management	For	For
1F.	ELECTION OF DIRECTOR: RAYMOND J. LANE	Management	For	For
1G.	ELECTION OF DIRECTOR: ANN M.	Management	For	For
	LIVERMORE
1H.	ELECTION OF DIRECTOR: RAYMOND E.	Management	For	For
	OZZIE
1I.	ELECTION OF DIRECTOR: GARY M. REINER	Management	For	For
1J.	ELECTION OF DIRECTOR: PATRICIA F.	Management	For	For
	RUSSO
1K.	ELECTION OF DIRECTOR: JAMES A.	Management	For	For
	SKINNER
1L.	ELECTION OF DIRECTOR: MARGARET C.	Management	For	For
	WHITMAN
02.	TO RATIFY THE APPOINTMENT OF THE	Management	For	For
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING OCTOBER 31, 2015.
03.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	For	For
	COMPENSATION.
04.	STOCKHOLDER PROPOSAL RELATED TO	Shareholder	Against	For
	ACTION BY WRITTEN CONSENT OF
	STOCKHOLDERS

Page 17 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)
Security	806857108	Meeting Type	Annual
Ticker Symbol	SLB	Meeting Date	08-Apr-2015
ISIN	AN8068571086	Agenda	934127348 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: PETER L.S.	Management	For	For
	CURRIE
1B.	ELECTION OF DIRECTOR: K. VAMAN KAMATH	Management	For	For
1C.	ELECTION OF DIRECTOR: V. MAUREEN	Management	For	For
	KEMPSTON DARKES
1D.	ELECTION OF DIRECTOR: PAAL KIBSGAARD	Management	For	For
1E.	ELECTION OF DIRECTOR: NIKOLAY	Management	For	For
	KUDRYAVTSEV
1F.	ELECTION OF DIRECTOR: MICHAEL E.	Management	For	For
	MARKS
1G.	ELECTION OF DIRECTOR: INDRA K. NOOYI	Management	For	For
1H.	ELECTION OF DIRECTOR: LUBNA S. OLAYAN	Management	For	For
1I.	ELECTION OF DIRECTOR: LEO RAFAEL REIF	Management	For	For
1J.	ELECTION OF DIRECTOR: TORE I.	Management	For	For
	SANDVOLD
1K.	ELECTION OF DIRECTOR: HENRI SEYDOUX	Management	For	For
2.	TO APPROVE, ON AN ADVISORY BASIS, THE	Management	For	For
	COMPANY'S EXECUTIVE COMPENSATION.
3.	TO APPROVE THE COMPANY'S 2014	Management	For	For
	FINANCIAL STATEMENTS AND THE BOARD'S
	2014 DECLARATIONS OF DIVIDENDS.
4.	TO APPROVE THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2015.

Page 18 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ASSOCIATED BANC-CORP
Security	045487105	Meeting Type	Annual
Ticker Symbol	ASB	Meeting Date	21-Apr-2015
ISIN	US0454871056	Agenda	934136765 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	JOHN F. BERGSTROM		For	For
	2	RUTH M. CROWLEY		For	For
	3	PHILIP B. FLYNN		For	For
	4	R. JAY GERKEN		For	For
	5	WILLIAM R. HUTCHINSON		For	For
	6	ROBERT A. JEFFE		For	For
	7	EILEEN A. KAMERICK		For	For
	8	RICHARD T. LOMMEN		For	For
	9	CORY L. NETTLES		For	For
	10	J. DOUGLAS QUICK		For	For
	11	KAREN T. VAN LITH		For	For
	12	JOHN (JAY) B. WILLIAMS		For	For
2.	ADVISORY APPROVAL OF ASSOCIATED		Management	For	For
	BANC-CORP'S NAMED EXECUTIVE OFFICER
	COMPENSATION.
3.	THE RATIFICATION OF THE SELECTION OF		Management	For	For
	KPMG LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR ASSOCIATED BANC-CORP FOR THE
	YEAR ENDING DECEMBER 31, 2015.

NORTHERN TRUST CORPORATION
Security	665859104	Meeting Type	Annual
Ticker Symbol	NTRS	Meeting Date	21-Apr-2015
ISIN	US6658591044	Agenda	934138101 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: LINDA WALKER	Management	For	For
	BYNOE
1B.	ELECTION OF DIRECTOR: SUSAN CROWN	Management	For	For
1C.	ELECTION OF DIRECTOR: DEAN M.	Management	For	For
	HARRISON
1D.	ELECTION OF DIRECTOR: DIPAK C. JAIN	Management	For	For
1E.	ELECTION OF DIRECTOR: JOSE LUIS PRADO	Management	For	For
1F.	ELECTION OF DIRECTOR: JOHN W. ROWE	Management	For	For
1G.	ELECTION OF DIRECTOR: MARTIN P. SLARK	Management	For	For
1H.	ELECTION OF DIRECTOR: DAVID H.B. SMITH,	Management	For	For
	JR.
1I.	ELECTION OF DIRECTOR: DONALD	Management	For	For
	THOMPSON
1J.	ELECTION OF DIRECTOR: CHARLES A.	Management	For	For
	TRIBBETT III
1K.	ELECTION OF DIRECTOR: FREDERICK H.	Management	For	For
	WADDELL
2.	APPROVAL, BY AN ADVISORY VOTE, OF THE	Management	For	For
	2014 COMPENSATION OF THE
	CORPORATION'S NAMED EXECUTIVE
	OFFICERS.
3.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	KPMG LLP AS THE CORPORATION'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2015.
4.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	For	Against
	ADDITIONAL DISCLOSURE OF POLITICAL
	AND LOBBYING CONTRIBUTIONS, IF
	PROPERLY PRESENTED AT THE ANNUAL
	MEETING.

Page 19 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

GENERAL ELECTRIC COMPANY
Security	369604103	Meeting Type	Annual
Ticker Symbol	GE	Meeting Date	22-Apr-2015
ISIN	US3696041033	Agenda	934135864 - Management

Item	Proposal		Vote	For/Against
A1	ELECTION OF DIRECTOR: W. GEOFFREY	Management	For	For
	BEATTIE
A2	ELECTION OF DIRECTOR: JOHN J. BRENNAN	Management	For	For
A3	ELECTION OF DIRECTOR: JAMES I. CASH,	Management	For	For
	JR.
A4	ELECTION OF DIRECTOR: FRANCISCO	Management	For	For
	D'SOUZA
A5	ELECTION OF DIRECTOR: MARIJN E.	Management	For	For
	DEKKERS
A6	ELECTION OF DIRECTOR: SUSAN J.	Management	For	For
	HOCKFIELD
A7	ELECTION OF DIRECTOR: JEFFREY R.	Management	For	For
	IMMELT
A8	ELECTION OF DIRECTOR: ANDREA JUNG	Management	For	For
A9	ELECTION OF DIRECTOR: ROBERT W. LANE	Management	For	For
A10	ELECTION OF DIRECTOR: ROCHELLE B.	Management	For	For
	LAZARUS
A11	ELECTION OF DIRECTOR: JAMES J. MULVA	Management	For	For
A12	ELECTION OF DIRECTOR: JAMES E. ROHR	Management	For	For
A13	ELECTION OF DIRECTOR: MARY L.	Management	For	For
	SCHAPIRO
A14	ELECTION OF DIRECTOR: ROBERT J.	Management	For	For
	SWIERINGA
A15	ELECTION OF DIRECTOR: JAMES S. TISCH	Management	For	For
A16	ELECTION OF DIRECTOR: DOUGLAS A.	Management	For	For
	WARNER III
B1	ADVISORY APPROVAL OF OUR NAMED	Management	For	For
	EXECUTIVES' COMPENSATION
B2	RATIFICATION OF KPMG AS INDEPENDENT	Management	For	For
	AUDITOR FOR 2015
C1	CUMULATIVE VOTING	Shareholder	For	Against
C2	WRITTEN CONSENT	Shareholder	Against	For
C3	ONE DIRECTOR FROM RANKS OF RETIREES	Shareholder	Against	For
C4	HOLY LAND PRINCIPLES	Shareholder	Against	For
C5	LIMIT EQUITY VESTING UPON CHANGE IN	Shareholder	For	Against
	CONTROL

Page 20 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

JOHNSON & JOHNSON
Security	478160104	Meeting Type	Annual
Ticker Symbol	JNJ	Meeting Date	23-Apr-2015
ISIN	US4781601046	Agenda	934134761 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MARY SUE	Management	For	For
	COLEMAN
1B.	ELECTION OF DIRECTOR: D. SCOTT DAVIS	Management	For	For
1C.	ELECTION OF DIRECTOR: IAN E.L. DAVIS	Management	For	For
1D.	ELECTION OF DIRECTOR: ALEX GORSKY	Management	For	For
1E.	ELECTION OF DIRECTOR: SUSAN L.	Management	For	For
	LINDQUIST
1F.	ELECTION OF DIRECTOR: MARK B.	Management	For	For
	MCCLELLAN
1G.	ELECTION OF DIRECTOR: ANNE M.	Management	For	For
	MULCAHY
1H.	ELECTION OF DIRECTOR: WILLIAM D. PEREZ	Management	For	For
1I.	ELECTION OF DIRECTOR: CHARLES PRINCE	Management	For	For
1J.	ELECTION OF DIRECTOR: A. EUGENE	Management	For	For
	WASHINGTON
1K.	ELECTION OF DIRECTOR: RONALD A.	Management	For	For
	WILLIAMS
2.	ADVISORY VOTE TO APPROVE NAMED	Management	Against	Against
	EXECUTIVE OFFICER COMPENSATION
3.	RATIFICATION OF APPOINTMENT OF	Management	For	For
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2015
4.	SHAREHOLDER PROPOSAL - COMMON	Shareholder	Against	For
	SENSE POLICY REGARDING
	OVEREXTENDED DIRECTORS
5.	SHAREHOLDER PROPOSAL - ALIGNMENT	Shareholder	Against	For
	BETWEEN CORPORATE VALUES AND
	POLITICAL CONTRIBUTIONS
6.	SHAREHOLDER PROPOSAL - INDEPENDENT	Shareholder	Against	For
	BOARD CHAIRMAN

Page 21 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

HARLEY-DAVIDSON, INC.
Security	412822108	Meeting Type	Annual
Ticker Symbol	HOG	Meeting Date	25-Apr-2015
ISIN	US4128221086	Agenda	934136789 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	R. JOHN ANDERSON		For	For
	2	RICHARD I. BEATTIE		For	For
	3	MICHAEL J. CAVE		For	For
	4	GEORGE H. CONRADES		For	For
	5	DONALD A. JAMES		For	For
	6	MATTHEW S. LEVATICH		For	For
	7	SARA L. LEVINSON		For	For
	8	N. THOMAS LINEBARGER		For	For
	9	GEORGE L. MILES, JR.		For	For
	10	JAMES A. NORLING		For	For
	11	JOCHEN ZEITZ		For	For
2.	APPROVAL OF AMENDMENT TO THE		Management	For	For
	RESTATED ARTICLES OF INCORPORATION
	TO ALLOW FOR A MAJORITY VOTING
	STANDARD IN DIRECTOR ELECTIONS.
3.	APPROVAL OF THE MATERIAL TERMS OF		Management	Against	Against
	THE PERFORMANCE GOALS UNDER THE
	HARLEY-DAVIDSON, INC. EMPLOYEE
	INCENTIVE PLAN.
4.	APPROVAL, BY ADVISORY VOTE, OF THE		Management	For	For
	COMPENSATION OF OUR NAMED
	EXECUTIVE OFFICERS.
5.	RATIFICATION OF SELECTION OF ERNST &		Management	For	For
	YOUNG LLP, INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM, TO BE THE
	AUDITORS.

CITIGROUP INC.
Security	172967424	Meeting Type	Annual
Ticker Symbol	C	Meeting Date	28-Apr-2015
ISIN	US1729674242	Agenda	934141160 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MICHAEL L.	Management	For	For
	CORBAT
1B.	ELECTION OF DIRECTOR: DUNCAN P.	Management	For	For
	HENNES
1C.	ELECTION OF DIRECTOR: PETER B. HENRY	Management	For	For
1D.	ELECTION OF DIRECTOR: FRANZ B. HUMER	Management	For	For
1E.	ELECTION OF DIRECTOR: MICHAEL E.	Management	For	For
	O'NEILL
1F.	ELECTION OF DIRECTOR: GARY M. REINER	Management	For	For
1G.	ELECTION OF DIRECTOR: JUDITH RODIN	Management	For	For
1H.	ELECTION OF DIRECTOR: ANTHONY M.	Management	For	For
	SANTOMERO
1I.	ELECTION OF DIRECTOR: JOAN E. SPERO	Management	For	For
1J.	ELECTION OF DIRECTOR: DIANA L. TAYLOR	Management	For	For
1K.	ELECTION OF DIRECTOR: WILLIAM S.	Management	For	For
	THOMPSON, JR.
1L.	ELECTION OF DIRECTOR: JAMES S. TURLEY	Management	For	For
1M.	ELECTION OF DIRECTOR: ERNESTO	Management	For	For
	ZEDILLO PONCE DE LEON
2.	PROPOSAL TO RATIFY THE SELECTION OF	Management	For	For
	KPMG LLP AS CITI'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR 2015.
3.	ADVISORY APPROVAL OF CITI'S 2014	Management	Against	Against
	EXECUTIVE COMPENSATION.
4.	APPROVAL OF AN AMENDMENT TO THE	Management	For	For
	CITIGROUP 2014 STOCK INCENTIVE PLAN
	AUTHORIZING ADDITIONAL SHARES.
5.	STOCKHOLDER PROPOSAL REQUESTING	Shareholder	For	For
	PROXY ACCESS FOR SHAREHOLDERS.
6.	STOCKHOLDER PROPOSAL REQUESTING A	Shareholder	For	Against
	REPORT ON LOBBYING AND GRASSROOTS
	LOBBYING CONTRIBUTIONS.
7.	STOCKHOLDER PROPOSAL REQUESTING AN	Shareholder	Against	For
	AMENDMENT TO THE GENERAL CLAWBACK
	POLICY.
8.	STOCKHOLDER PROPOSAL REQUESTING A	Shareholder	Against	For
	BY-LAW AMENDMENT TO EXCLUDE FROM
	THE BOARD OF DIRECTORS' AUDIT
	COMMITTEE ANY DIRECTOR WHO WAS A
	DIRECTOR AT A PUBLIC COMPANY WHILE
	THAT COMPANY FILED FOR
	REORGANIZATION UNDER CHAPTER 11.
9.	STOCKHOLDER PROPOSAL REQUESTING A	Shareholder	For	Against
	REPORT REGARDING THE VESTING OF
	EQUITY-BASED AWARDS FOR SENIOR
	EXECUTIVES DUE TO A VOLUNTARY
	RESIGNATION TO ENTER GOVERNMENT
	SERVICE.

Page 22 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

FIRST HORIZON NATIONAL CORPORATION
Security	320517105	Meeting Type	Annual
Ticker Symbol	FHN	Meeting Date	28-Apr-2015
ISIN	US3205171057	Agenda	934141273 - Management

Item	Proposal		Vote	For/Against
1A	ELECTION OF DIRECTOR: ROBERT B.	Management	For	For
	CARTER
1B	ELECTION OF DIRECTOR: JOHN C.	Management	For	For
	COMPTON
1C	ELECTION OF DIRECTOR: MARK A. EMKES	Management	For	For
1D	ELECTION OF DIRECTOR: CORYDON J.	Management	For	For
	GILCHRIST
1E	ELECTION OF DIRECTOR: VICKY B. GREGG	Management	For	For
1F	ELECTION OF DIRECTOR: D. BRYAN JORDAN	Management	For	For
1G	ELECTION OF DIRECTOR: R. BRAD MARTIN	Management	For	For
1H	ELECTION OF DIRECTOR: SCOTT M.	Management	For	For
	NISWONGER
1I	ELECTION OF DIRECTOR: VICKI R. PALMER	Management	For	For
1J	ELECTION OF DIRECTOR: COLIN V. REED	Management	For	For
1K	ELECTION OF DIRECTOR: CECELIA D.	Management	For	For
	STEWART
1L	ELECTION OF DIRECTOR: LUKE YANCY III	Management	For	For
2.	APPROVAL OF AN ADVISORY RESOLUTION	Management	For	For
	TO APPROVE EXECUTIVE COMPENSATION.
3.	RATIFICATION OF APPOINTMENT OF KPMG	Management	For	For
	LLP AS AUDITORS.

Page 23 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

HANESBRANDS INC.
Security	410345102	Meeting Type	Annual
Ticker Symbol	HBI	Meeting Date	28-Apr-2015
ISIN	US4103451021	Agenda	934143962 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	BOBBY J. GRIFFIN		For	For
	2	JAMES C. JOHNSON		For	For
	3	JESSICA T. MATHEWS		For	For
	4	FRANCK J. MOISON		For	For
	5	ROBERT F. MORAN		For	For
	6	J. PATRICK MULCAHY		For	For
	7	RONALD L. NELSON		For	For
	8	RICHARD A. NOLL		For	For
	9	ANDREW J. SCHINDLER		For	For
	10	DAVID V. SINGER		For	For
	11	ANN E. ZIEGLER		For	For
2	TO APPROVE, ON AN ADVISORY BASIS,		Management	For	For
	EXECUTIVE COMPENSATION AS DESCRIBED
	IN THE PROXY STATEMENT FOR THE
	ANNUAL MEETING.
3	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	HANESBRANDS' INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR HANESBRANDS' 2015 FISCAL YEAR.

NOBLE ENERGY, INC.
Security	655044105	Meeting Type	Annual
Ticker Symbol	NBL	Meeting Date	28-Apr-2015
ISIN	US6550441058	Agenda	934169726 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JEFFREY L.	Management	For	For
	BERENSON
1B.	ELECTION OF DIRECTOR: MICHAEL A.	Management	For	For
	CAWLEY
1C.	ELECTION OF DIRECTOR: EDWARD F. COX	Management	For	For
1D.	ELECTION OF DIRECTOR: THOMAS J.	Management	For	For
	EDELMAN
1E.	ELECTION OF DIRECTOR: ERIC P. GRUBMAN	Management	For	For
1F.	ELECTION OF DIRECTOR: KIRBY L. HEDRICK	Management	For	For
1G.	ELECTION OF DIRECTOR: DAVID L. STOVER	Management	For	For
1H.	ELECTION OF DIRECTOR: SCOTT D. URBAN	Management	For	For
1I.	ELECTION OF DIRECTOR: WILLIAM T. VAN	Management	For	For
	KLEEF
1J.	ELECTION OF DIRECTOR: MOLLY K.	Management	For	For
	WILLIAMSON
2.	TO RATIFY THE APPOINTMENT OF THE	Management	For	For
	INDEPENDENT AUDITOR BY THE
	COMPANY'S AUDIT COMMITTEE.
3.	TO APPROVE, IN A NON-BINDING ADVISORY	Management	For	For
	VOTE, THE COMPENSATION OF THE
	COMPANY'S NAMED EXECUTIVE OFFICERS.
4.	TO APPROVE AN AMENDMENT TO THE	Management	For	For
	COMPANY'S CERTIFICATE OF
	INCORPORATION TO INCREASE THE
	NUMBER OF AUTHORIZED SHARES OF
	COMMON STOCK FROM 500 MILLION TO 1
	BILLION.
5.	TO APPROVE AN AMENDMENT AND	Management	Against	Against
	RESTATEMENT OF THE COMPANY'S 1992
	STOCK OPTION AND RESTRICTED STOCK
	PLAN TO INCREASE THE NUMBER OF
	SHARES OF COMMON STOCK AUTHORIZED
	FOR ISSUANCE UNDER THE PLAN FROM 71.6
	MILLION TO 77.4 MILLION.
6.	TO APPROVE THE 2015 STOCK PLAN FOR	Management	For	For
	NON-EMPLOYEE DIRECTORS, REPLACING A
	SUBSTANTIALLY SIMILAR PLAN THAT
	EXPIRED UNDER ITS OWN TERMS.
7.	TO CONSIDER A STOCKHOLDER PROPOSAL	Shareholder	Against	For
	CALLING FOR THE COMPANY TO AMEND ITS
	BY-LAWS TO ALLOW ELIGIBLE
	STOCKHOLDERS TO INCLUDE THEIR OWN
	NOMINEES FOR DIRECTOR IN THE
	COMPANY'S PROXY MATERIALS.
8.	TO CONSIDER A STOCKHOLDER PROPOSAL	Shareholder	Against	For
	CALLING FOR THE COMPANY TO PREPARE A
	REPORT OUTLINING THE IMPACT CLIMATE
	CHANGE MIGHT HAVE ON THE COMPANY'S
	BUSINESS PLANS.

Page 24 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

SUNTRUST BANKS, INC.
Security	867914103	Meeting Type	Annual
Ticker Symbol	STI	Meeting Date	28-Apr-2015
ISIN	US8679141031	Agenda	934128819 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ROBERT M. BEALL,	Management	For	For
	II
1B.	ELECTION OF DIRECTOR: PAUL R. GARCIA	Management	For	For
1C.	ELECTION OF DIRECTOR: DAVID H. HUGHES	Management	For	For
1D.	ELECTION OF DIRECTOR: M. DOUGLAS	Management	For	For
	IVESTER
1E.	ELECTION OF DIRECTOR: KYLE PRECHTL	Management	For	For
	LEGG
1F.	ELECTION OF DIRECTOR: WILLIAM A.	Management	For	For
	LINNENBRINGER
1G.	ELECTION OF DIRECTOR: DONNA S. MOREA	Management	For	For
1H.	ELECTION OF DIRECTOR: DAVID M.	Management	For	For
	RATCLIFFE
1I.	ELECTION OF DIRECTOR: WILLIAM H.	Management	For	For
	ROGERS, JR.
1J.	ELECTION OF DIRECTOR: FRANK P.	Management	For	For
	SCRUGGS, JR.
1K.	ELECTION OF DIRECTOR: THOMAS R.	Management	For	For
	WATJEN
1L.	ELECTION OF DIRECTOR: DR. PHAIL WYNN,	Management	For	For
	JR.
2.	TO APPROVE, ON AN ADVISORY BASIS, THE	Management	Against	Against
	COMPANY'S EXECUTIVE COMPENSATION.
3.	TO RATIFY THE APPOINTMENT OF ERNST &	Management	For	For
	YOUNG LLP AS OUR INDEPENDENT
	AUDITOR FOR 2015.
4.	SHAREHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	RECOUPMENT DISCLOSURE.

Page 25 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

THE PNC FINANCIAL SERVICES GROUP, INC.
Security	693475105	Meeting Type	Annual
Ticker Symbol	PNC	Meeting Date	28-Apr-2015
ISIN	US6934751057	Agenda	934138896 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: CHARLES E.	Management	For	For
	BUNCH
1B.	ELECTION OF DIRECTOR: PAUL W.	Management	For	For
	CHELLGREN
1C.	ELECTION OF DIRECTOR: MARJORIE	Management	For	For
	RODGERS CHESHIRE
1D.	ELECTION OF DIRECTOR: WILLIAM S.	Management	For	For
	DEMCHAK
1E.	ELECTION OF DIRECTOR: ANDREW T.	Management	For	For
	FELDSTEIN
1F.	ELECTION OF DIRECTOR: KAY COLES	Management	For	For
	JAMES
1G.	ELECTION OF DIRECTOR: RICHARD B.	Management	For	For
	KELSON
1H.	ELECTION OF DIRECTOR: ANTHONY A.	Management	For	For
	MASSARO
1I.	ELECTION OF DIRECTOR: JANE G. PEPPER	Management	For	For
1J.	ELECTION OF DIRECTOR: DONALD J.	Management	For	For
	SHEPARD
1K.	ELECTION OF DIRECTOR: LORENE K.	Management	For	For
	STEFFES
1L.	ELECTION OF DIRECTOR: DENNIS F. STRIGL	Management	For	For
1M	ELECTION OF DIRECTOR: THOMAS J. USHER	Management	For	For
2.	RATIFICATION OF THE AUDIT COMMITTEE'S	Management	For	For
	SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
	PNC'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2015.
3.	ADVISORY VOTE TO APPROVE NAMED	Management	For	For
	EXECUTIVE OFFICER COMPENSATION.

Page 26 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

DISCOVER FINANCIAL SERVICES
Security	254709108	Meeting Type	Annual
Ticker Symbol	DFS	Meeting Date	29-Apr-2015
ISIN	US2547091080	Agenda	934141172 - Management

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

Page 27 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ABB LTD
Security	000375204	Meeting Type	Annual
Ticker Symbol	ABB	Meeting Date	30-Apr-2015
ISIN	US0003752047	Agenda	934175236 - Management

Item	Proposal		Vote	For/Against
1.	APPROVAL OF THE ANNUAL REPORT, THE	Management	For	For
	CONSOLIDATED FINANCIAL STATEMENTS
	AND THE ANNUAL FINANCIAL STATEMENTS
	FOR 2014
2.	CONSULTATIVE VOTE ON THE 2014	Management	For	For
	COMPENSATION REPORT
3.	DISCHARGE OF THE BOARD OF DIRECTORS	Management	For	For
	AND THE PERSONS ENTRUSTED WITH
	MANAGEMENT
4.1	APPROPRIATION OF AVAILABLE EARNINGS	Management	For	For
	AND DISTRIBUTION OF CAPITAL
	CONTRIBUTION RESERVE
4.2	CAPITAL REDUCTION THROUGH NOMINAL	Management	For	For
	VALUE REPAYMENT
5.	AMENDMENT TO THE ARTICLES OF	Management	For	For
	INCORPORATION RELATED TO THE CAPITAL
	REDUCTION
6.	RENEWAL OF AUTHORIZED SHARE CAPITAL	Management	For	For
7.1	BINDING VOTE ON THE TOTAL	Management	For	For
	COMPENSATION OF THE MEMBERS OF THE
	BOARD OF DIRECTORS FOR THE NEXT
	TERM OF OFFICE, I.E. FROM THE 2015
	ANNUAL GENERAL MEETING TO THE 2016
	ANNUAL GENERAL MEETING
7.2	BINDING VOTE ON THE TOTAL	Management	For	For
	COMPENSATION OF THE MEMBERS OF THE
	EXECUTIVE COMMITTEE FOR THE
	FOLLOWING FINANCIAL YEAR, I.E. 2016
8.1	ELECTION OF DIRECTOR: ROGER AGNELLI	Management	For	For
8.2	ELECTION OF DIRECTOR: MATTI ALAHUHTA	Management	For	For
8.3	ELECTION OF DIRECTOR: DAVID	Management	For	For
	CONSTABLE
8.4	ELECTION OF DIRECTOR: LOUIS R. HUGHES	Management	For	For
8.5	ELECTION OF DIRECTOR: MICHEL DE	Management	For	For
	ROSEN
8.6	ELECTION OF DIRECTOR: JACOB	Management	For	For
	WALLENBERG
8.7	ELECTION OF DIRECTOR: YING YEH	Management	For	For
8.8	ELECTION OF DIRECTOR AND CHAIRMAN:	Management	For	For
	PETER VOSER
9.1	ELECTION TO THE COMPENSATION	Management	For	For
	COMMITTEE: DAVID CONSTABLE
9.2	ELECTION TO THE COMPENSATION	Management	For	For
	COMMITTEE: MICHEL DE ROSEN
9.3	ELECTION TO THE COMPENSATION	Management	For	For
	COMMITTEE: YING YEH
10.	RE-ELECTION OF THE INDEPENDENT PROXY	Management	For	For
	DR. HANS ZEHNDER
11.	RE-ELECTION OF THE AUDITORS ERNST &	Management	For	For
	YOUNG AG

Page 28 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

CORNING INCORPORATED
Security	219350105	Meeting Type	Annual
Ticker Symbol	GLW	Meeting Date	30-Apr-2015
ISIN	US2193501051	Agenda	934138199 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: DONALD W. BLAIR	Management	For	For
1B.	ELECTION OF DIRECTOR: STEPHANIE A.	Management	For	For
	BURNS
1C.	ELECTION OF DIRECTOR: JOHN A. CANNING,	Management	For	For
	JR.
1D.	ELECTION OF DIRECTOR: RICHARD T.	Management	For	For
	CLARK
1E.	ELECTION OF DIRECTOR: ROBERT F.	Management	For	For
	CUMMINGS, JR.
1F.	ELECTION OF DIRECTOR: JAMES B. FLAWS	Management	For	For
1G.	ELECTION OF DIRECTOR: DEBORAH A.	Management	For	For
	HENRETTA
1H.	ELECTION OF DIRECTOR: DANIEL P.	Management	For	For
	HUTTENLOCHER
1I.	ELECTION OF DIRECTOR: KURT M.	Management	For	For
	LANDGRAF
1J.	ELECTION OF DIRECTOR: KEVIN J. MARTIN	Management	For	For
1K.	ELECTION OF DIRECTOR: DEBORAH D.	Management	For	For
	RIEMAN
1L.	ELECTION OF DIRECTOR: HANSEL E.	Management	For	For
	TOOKES II
1M.	ELECTION OF DIRECTOR: WENDELL P.	Management	For	For
	WEEKS
1N.	ELECTION OF DIRECTOR: MARK S.	Management	For	For
	WRIGHTON
2.	RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	CORNING'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR THE FISCAL
	YEAR ENDING DECEMBER 31, 2015.
3.	ADVISORY VOTE TO APPROVE THE	Management	For	For
	COMPANY'S EXECUTIVE COMPENSATION.
4.	HOLY LAND PRINCIPLES SHAREHOLDER	Shareholder	Against	For
	PROPOSAL.

EMC CORPORATION
Security	268648102	Meeting Type	Annual
Ticker Symbol	EMC	Meeting Date	30-Apr-2015
ISIN	US2686481027	Agenda	934146867 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JOSE E. ALMEIDA	Management	For	For
1B.	ELECTION OF DIRECTOR: MICHAEL W.	Management	For	For
	BROWN
1C.	ELECTION OF DIRECTOR: DONALD J. CARTY	Management	For	For
1D.	ELECTION OF DIRECTOR: RANDOLPH L.	Management	For	For
	COWEN
1E.	ELECTION OF DIRECTOR: JAMES S.	Management	For	For
	DISTASIO
1F.	ELECTION OF DIRECTOR: JOHN R. EGAN	Management	For	For
1G.	ELECTION OF DIRECTOR: WILLIAM D. GREEN	Management	For	For
1H.	ELECTION OF DIRECTOR: EDMUND F. KELLY	Management	For	For
1I.	ELECTION OF DIRECTOR: JAMI MISCIK	Management	For	For
1J.	ELECTION OF DIRECTOR: PAUL SAGAN	Management	For	For
1K.	ELECTION OF DIRECTOR: DAVID N. STROHM	Management	For	For
1L.	ELECTION OF DIRECTOR: JOSEPH M. TUCCI	Management	For	For
2.	RATIFICATION OF THE SELECTION BY THE	Management	For	For
	AUDIT COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS
	EMC'S INDEPENDENT AUDITORS FOR THE
	FISCAL YEAR ENDING DECEMBER 31, 2015,
	AS DESCRIBED IN EMC'S PROXY STATEMENT.
3.	ADVISORY APPROVAL OF OUR EXECUTIVE	Management	For	For
	COMPENSATION, AS DESCRIBED IN EMC'S
	PROXY STATEMENT.
4.	APPROVAL OF THE EMC CORPORATION	Management	Against	Against
	AMENDED AND RESTATED 2003 STOCK
	PLAN, AS DESCRIBED IN EMC'S PROXY
	STATEMENT.
5.	TO ACT UPON A SHAREHOLDER PROPOSAL	Shareholder	Against	For
	RELATING TO AN INDEPENDENT BOARD
	CHAIRMAN, AS DESCRIBED IN EMC'S PROXY
	STATEMENT.

Page 29 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

EOG RESOURCES, INC.
Security	26875P101	Meeting Type	Annual
Ticker Symbol	EOG	Meeting Date	30-Apr-2015
ISIN	US26875P1012	Agenda	934142251 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JANET F. CLARK	Management	For	For
1B.	ELECTION OF DIRECTOR: CHARLES R.	Management	For	For
	CRISP
1C.	ELECTION OF DIRECTOR: JAMES C. DAY	Management	For	For
1D.	ELECTION OF DIRECTOR: H. LEIGHTON	Management	For	For
	STEWARD
1E.	ELECTION OF DIRECTOR: DONALD F.	Management	For	For
	TEXTOR
1F.	ELECTION OF DIRECTOR: WILLIAM R.	Management	For	For
	THOMAS
1G.	ELECTION OF DIRECTOR: FRANK G. WISNER	Management	For	For
2.	TO RATIFY THE APPOINTMENT BY THE	Management	For	For
	AUDIT COMMITTEE OF THE BOARD OF
	DIRECTORS OF DELOITTE & TOUCHE LLP,
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM, AS AUDITORS FOR THE
	COMPANY FOR THE YEAR ENDING
	DECEMBER 31, 2015.
3.	TO APPROVE, BY NON-BINDING VOTE, THE	Management	Against	Against
	COMPENSATION OF THE COMPANY'S
	NAMED EXECUTIVE OFFICERS.
4.	STOCKHOLDER PROPOSAL CONCERNING	Shareholder	Against	For
	PROXY ACCESS, IF PROPERLY PRESENTED.
5.	STOCKHOLDER PROPOSAL CONCERNING A	Shareholder	Against	For
	METHANE EMISSIONS REPORT, IF
	PROPERLY PRESENTED.

Page 30 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

EBAY INC.
Security	278642103	Meeting Type	Annual
Ticker Symbol	EBAY	Meeting Date	01-May-2015
ISIN	US2786421030	Agenda	934160627 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: FRED D.	Management	For	For
	ANDERSON
1B.	ELECTION OF DIRECTOR: ANTHONY J.	Management	For	For
	BATES
1C.	ELECTION OF DIRECTOR: EDWARD W.	Management	For	For
	BARNHOLT
1D.	ELECTION OF DIRECTOR: JONATHAN	Management	For	For
	CHRISTODORO
1E.	ELECTION OF DIRECTOR: SCOTT D. COOK	Management	For	For
1F.	ELECTION OF DIRECTOR: JOHN J. DONAHOE	Management	For	For
1G.	ELECTION OF DIRECTOR: DAVID W.	Management	For	For
	DORMAN
1H.	ELECTION OF DIRECTOR: BONNIE S.	Management	For	For
	HAMMER
1I.	ELECTION OF DIRECTOR: GAIL J.	Management	For	For
	MCGOVERN
1J.	ELECTION OF DIRECTOR: KATHLEEN C.	Management	For	For
	MITIC
1K.	ELECTION OF DIRECTOR: DAVID M.	Management	For	For
	MOFFETT
1L.	ELECTION OF DIRECTOR: PIERRE M.	Management	For	For
	OMIDYAR
1M.	ELECTION OF DIRECTOR: THOMAS J.	Management	For	For
	TIERNEY
1N.	ELECTION OF DIRECTOR: PERRY M.	Management	For	For
	TRAQUINA
1O.	ELECTION OF DIRECTOR: FRANK D. YEARY	Management	For	For
2.	TO APPROVE, ON AN ADVISORY BASIS, THE	Management	For	For
	COMPENSATION OF OUR NAMED
	EXECUTIVE OFFICERS.
3.	TO APPROVE THE MATERIAL TERMS,	Management	For	For
	INCLUDING THE PERFORMANCE GOALS, OF
	THE AMENDMENT AND RESTATEMENT OF
	THE EBAY INCENTIVE PLAN.
4.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT AUDITORS FOR OUR FISCAL
	YEAR ENDING DECEMBER 31, 2015.
5.	TO CONSIDER A STOCKHOLDER PROPOSAL	Shareholder	Against	For
	REGARDING STOCKHOLDER ACTION BY
	WRITTEN CONSENT WITHOUT A MEETING, IF
	PROPERLY PRESENTED BEFORE THE
	MEETING.
6.	TO CONSIDER A STOCKHOLDER PROPOSAL	Shareholder	Against	For
	REGARDING STOCKHOLDER PROXY
	ACCESS, IF PROPERLY PRESENTED
	BEFORE THE MEETING.
7.	TO CONSIDER A STOCKHOLDER PROPOSAL	Shareholder	Against	For
	REGARDING GENDER PAY, IF PROPERLY
	PRESENTED BEFORE THE MEETING.

Page 31 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

AFLAC INCORPORATED
Security	001055102	Meeting Type	Annual
Ticker Symbol	AFL	Meeting Date	04-May-2015
ISIN	US0010551028	Agenda	934143835 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: DANIEL P. AMOS	Management	For	For
1B.	ELECTION OF DIRECTOR: PAUL S. AMOS II	Management	For	For
1C.	ELECTION OF DIRECTOR: W. PAUL BOWERS	Management	For	For
1D.	ELECTION OF DIRECTOR: KRISS CLONINGER	Management	For	For
	III
1E.	ELECTION OF DIRECTOR: ELIZABETH J.	Management	For	For
	HUDSON
1F.	ELECTION OF DIRECTOR: DOUGLAS W.	Management	For	For
	JOHNSON
1G.	ELECTION OF DIRECTOR: ROBERT B.	Management	For	For
	JOHNSON
1H.	ELECTION OF DIRECTOR: THOMAS J. KENNY	Management	For	For
1I.	ELECTION OF DIRECTOR: CHARLES B.	Management	For	For
	KNAPP
1J.	ELECTION OF DIRECTOR: JOSEPH L.	Management	For	For
	MOSKOWITZ
1K.	ELECTION OF DIRECTOR: BARBARA K.	Management	For	For
	RIMER, DRPH
1L.	ELECTION OF DIRECTOR: MELVIN T. STITH	Management	For	For
1M.	ELECTION OF DIRECTOR: TAKURO YOSHIDA	Management	For	For
2.	TO CONSIDER THE FOLLOWING NON-	Management	Against	Against
	BINDING ADVISORY PROPOSAL:
	"RESOLVED, THAT THE SHAREHOLDERS
	APPROVE THE COMPENSATION OF THE
	COMPANY'S NAMED EXECUTIVE OFFICERS,
	PURSUANT TO THE COMPENSATION
	DISCLOSURE RULES OF THE SECURITIES
	AND EXCHANGE COMMISSION, INCLUDING
	AS DISCLOSED IN THE COMPENSATION
	DISCUSSION AND ANALYSIS, EXECUTIVE
	COMPENSATION TABLES AND
	ACCOMPANYING NARRATIVE DISCUSSION
	IN THE PROXY STATEMENT"
3.	TO CONSIDER AND ACT UPON THE	Management	For	For
	RATIFICATION OF THE APPOINTMENT OF
	KPMG LLP AS INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM OF THE
	COMPANY FOR THE YEAR ENDING
	DECEMBER 31, 2015

Page 32 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

LKQ CORPORATION
Security	501889208	Meeting Type	Annual
Ticker Symbol	LKQ	Meeting Date	04-May-2015
ISIN	US5018892084	Agenda	934147085 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: SUKHPAL SINGH	Management	For	For
	AHLUWALIA
1B.	ELECTION OF DIRECTOR: A. CLINTON ALLEN	Management	For	For
1C.	ELECTION OF DIRECTOR: RONALD G.	Management	For	For
	FOSTER
1D.	ELECTION OF DIRECTOR: JOSEPH M.	Management	For	For
	HOLSTEN
1E.	ELECTION OF DIRECTOR: BLYTHE J.	Management	For	For
	MCGARVIE
1F.	ELECTION OF DIRECTOR: PAUL M. MEISTER	Management	For	For
1G.	ELECTION OF DIRECTOR: JOHN F. O'BRIEN	Management	For	For
1H.	ELECTION OF DIRECTOR: GUHAN	Management	For	For
	SUBRAMANIAN
1I.	ELECTION OF DIRECTOR: ROBERT L.	Management	For	For
	WAGMAN
1J.	ELECTION OF DIRECTOR: WILLIAM M.	Management	For	For
	WEBSTER, IV
2.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	DELOITTE & TOUCHE LLP AS OUR
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR OUR FISCAL YEAR
	ENDING DECEMBER 31, 2015.
3.	APPROVAL, ON AN ADVISORY BASIS, OF	Management	For	For
	THE COMPENSATION OF OUR NAMED
	EXECUTIVE OFFICERS.

MASCO CORPORATION
Security	574599106	Meeting Type	Annual
Ticker Symbol	MAS	Meeting Date	04-May-2015
ISIN	US5745991068	Agenda	934169512 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MARK R.	Management	For	For
	ALEXANDER
1B.	ELECTION OF DIRECTOR: RICHARD A.	Management	For	For
	MANOOGIAN
1C.	ELECTION OF DIRECTOR: JOHN C. PLANT	Management	For	For
1D.	ELECTION OF DIRECTOR: MARY ANN VAN	Management	For	For
	LOKEREN
2.	TO APPROVE, BY NON-BINDING ADVISORY	Management	For	For
	VOTE, THE COMPENSATION PAID TO THE
	COMPANY'S NAMED EXECUTIVE OFFICERS,
	AS DISCLOSED PURSUANT TO THE
	COMPENSATION DISCLOSURE RULES OF
	THE SEC, INCLUDING THE COMPENSATION
	DISCUSSION AND ANALYSIS, THE
	COMPENSATION TABLES AND THE RELATED
	MATERIALS DISCLOSED IN THE PROXY
	STATEMENT.
3.	TO RATIFY THE SELECTION OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	INDEPENDENT AUDITORS FOR THE
	COMPANY FOR 2015.

Page 33 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

BAXTER INTERNATIONAL INC.
Security	071813109	Meeting Type	Annual
Ticker Symbol	BAX	Meeting Date	05-May-2015
ISIN	US0718131099	Agenda	934146615 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: UMA CHOWDHRY,	Management	For	For
	PH.D.
1B.	ELECTION OF DIRECTOR: JAMES R. GAVIN	Management	For	For
	III, M.D., PH.D.
1C.	ELECTION OF DIRECTOR: PETER S.	Management	For	For
	HELLMAN
1D.	ELECTION OF DIRECTOR: K.J. STORM	Management	For	For
2.	RATIFICATION OF INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM
3.	APPROVAL OF NAMED EXECUTIVE OFFICER	Management	Against	Against
	COMPENSATION
4.	APPROVAL OF 2015 INCENTIVE PLAN	Management	Against	Against
5.	SHAREHOLDER PROPOSAL - LIMIT	Shareholder	For	Against
	ACCELERATED EXECUTIVE PAY
6.	SHAREHOLDER PROPOSAL - INDEPENDENT	Shareholder	Against	For
	BOARD CHAIRMAN

Page 34 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

DIAMONDROCK HOSPITALITY CO
Security	252784301	Meeting Type	Annual
Ticker Symbol	DRH	Meeting Date	05-May-2015
ISIN	US2527843013	Agenda	934148811 - Management

Item	Proposal		Vote	For/Against
1.1	ELECTION OF DIRECTOR: WILLIAM W.	Management	For	For
	MCCARTEN
1.2	ELECTION OF DIRECTOR: DANIEL J.	Management	For	For
	ALTOBELLO
1.3	ELECTION OF DIRECTOR: W. ROBERT	Management	For	For
	GRAFTON
1.4	ELECTION OF DIRECTOR: MAUREEN L.	Management	For	For
	MCAVEY
1.5	ELECTION OF DIRECTOR: GILBERT T. RAY	Management	For	For
1.6	ELECTION OF DIRECTOR: BRUCE D.	Management	For	For
	WARDINSKI
1.7	ELECTION OF DIRECTOR: MARK W.	Management	For	For
	BRUGGER
2.	TO APPROVE, ON A NON-BINDING,	Management	For	For
	ADVISORY BASIS, THE COMPENSATION OF
	THE NAMED EXECUTIVE OFFICERS, AS
	DISCLOSED IN THE PROXY STATEMENT.
3.	TO RATIFY THE APPOINTMENT OF KPMG LLP	Management	For	For
	AS THE INDEPENDENT AUDITORS FOR
	DIAMONDROCK HOSPITALITY COMPANY
	FOR THE FISCAL YEAR ENDING DECEMBER
	31, 2015.
4.	TO CONSIDER AND ACT UPON A NON-	Shareholder	Against	For
	BINDING STOCKHOLDER PROPOSAL
	CONCERNING THE ADOPTION OF AN
	AMENDMENT TO OUR BY-LAWS IF
	PROPERLY PRESENTED AT THE MEETING.

ZIMMER HOLDINGS, INC.
Security	98956P102	Meeting Type	Annual
Ticker Symbol	ZMH	Meeting Date	05-May-2015
ISIN	US98956P1021	Agenda	934149534 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: CHRISTOPHER B.	Management	For	For
	BEGLEY
1B.	ELECTION OF DIRECTOR: BETSY J.	Management	For	For
	BERNARD
1C.	ELECTION OF DIRECTOR: PAUL M. BISARO	Management	For	For
1D.	ELECTION OF DIRECTOR: GAIL K.	Management	For	For
	BOUDREAUX
1E.	ELECTION OF DIRECTOR: DAVID C. DVORAK	Management	For	For
1F.	ELECTION OF DIRECTOR: MICHAEL J.	Management	For	For
	FARRELL
1G.	ELECTION OF DIRECTOR: LARRY C.	Management	For	For
	GLASSCOCK
1H.	ELECTION OF DIRECTOR: ROBERT A.	Management	For	For
	HAGEMANN
1I.	ELECTION OF DIRECTOR: ARTHUR J.	Management	For	For
	HIGGINS
1J.	ELECTION OF DIRECTOR: CECIL B. PICKETT,	Management	For	For
	PH.D.
2.	APPROVE THE AMENDED STOCK PLAN FOR	Management	For	For
	NON-EMPLOYEE DIRECTORS
3.	APPROVE THE AMENDED AND RESTATED	Management	For	For
	DEFERRED COMPENSATION PLAN FOR
	NON-EMPLOYEE DIRECTORS
4.	ADVISORY VOTE TO APPROVE NAMED	Management	For	For
	EXECUTIVE OFFICER COMPENSATION
5.	RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2015

Page 35 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

BANK OF AMERICA CORPORATION
Security	060505104	Meeting Type	Annual
Ticker Symbol	BAC	Meeting Date	06-May-2015
ISIN	US0605051046	Agenda	934150842 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: SHARON L. ALLEN	Management	For	For
1B.	ELECTION OF DIRECTOR: SUSAN S. BIES	Management	For	For
1C.	ELECTION OF DIRECTOR: JACK O.	Management	For	For
	BOVENDER, JR.
1D.	ELECTION OF DIRECTOR: FRANK P.	Management	For	For
	BRAMBLE, SR.
1E.	ELECTION OF DIRECTOR: PIERRE J.P. DE	Management	For	For
	WECK
1F.	ELECTION OF DIRECTOR: ARNOLD W.	Management	For	For
	DONALD
1G.	ELECTION OF DIRECTOR: CHARLES K.	Management	For	For
	GIFFORD
1H.	ELECTION OF DIRECTOR: LINDA P. HUDSON	Management	For	For
1I.	ELECTION OF DIRECTOR: MONICA C.	Management	For	For
	LOZANO
1J.	ELECTION OF DIRECTOR: THOMAS J. MAY	Management	For	For
1K.	ELECTION OF DIRECTOR: BRIAN T.	Management	For	For
	MOYNIHAN
1L.	ELECTION OF DIRECTOR: LIONEL L.	Management	For	For
	NOWELL, III
1M.	ELECTION OF DIRECTOR: R. DAVID YOST	Management	For	For
2.	APPROVING OUR EXECUTIVE	Management	For	For
	COMPENSATION (AN ADVISORY, NON-
	BINDING "SAY ON PAY" RESOLUTION)
3.	RATIFYING THE APPOINTMENT OF OUR	Management	For	For
	REGISTERED INDEPENDENT PUBLIC
	ACCOUNTING FIRM FOR 2015
4.	APPROVING THE AMENDMENT AND	Management	Against	Against
	RESTATEMENT OF THE BANK OF AMERICA
	CORPORATION 2003 KEY ASSOCIATE STOCK
	PLAN
5.	STOCKHOLDER PROPOSAL - CLIMATE	Shareholder	Against	For
	CHANGE REPORT
6.	STOCKHOLDER PROPOSAL - LOBBYING	Shareholder	For	Against
	REPORT
7.	STOCKHOLDER PROPOSAL - STOCKHOLDER	Shareholder	Against	For
	ACTION BY WRITTEN CONSENT
8.	STOCKHOLDER PROPOSAL - STOCKHOLDER	Shareholder	Against	For
	VALUE COMMITTEE

Page 36 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

BRUNSWICK CORPORATION
Security	117043109	Meeting Type	Annual
Ticker Symbol	BC	Meeting Date	06-May-2015
ISIN	US1170431092	Agenda	934144166 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MANUEL A.	Management	For	For
	FERNANDEZ
1B.	ELECTION OF DIRECTOR: MARK D.	Management	For	For
	SCHWABERO
1C.	ELECTION OF DIRECTOR: DAVID V. SINGER	Management	For	For
1D.	ELECTION OF DIRECTOR: JANE L. WARNER	Management	For	For
1E.	ELECTION OF DIRECTOR: J. STEVEN	Management	For	For
	WHISLER
2.	THE APPROVAL OF THE COMPENSATION OF	Management	For	For
	OUR NAMED EXECUTIVE OFFICERS ON AN
	ADVISORY BASIS.
3.	THE RATIFICATION OF THE AUDIT	Management	For	For
	COMMITTEE'S APPOINTMENT OF DELOITTE
	& TOUCHE LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2015.

EXPRESS SCRIPTS HOLDING COMPANY
Security	30219G108	Meeting Type	Annual
Ticker Symbol	ESRX	Meeting Date	06-May-2015
ISIN	US30219G1085	Agenda	934145156 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: GARY G. BENANAV	Management	For	For
1B.	ELECTION OF DIRECTOR: MAURA C. BREEN	Management	For	For
1C.	ELECTION OF DIRECTOR: WILLIAM J.	Management	For	For
	DELANEY
1D.	ELECTION OF DIRECTOR: ELDER GRANGER,	Management	For	For
	MD, MG, USA (RETIRED)
1E.	ELECTION OF DIRECTOR: NICHOLAS J.	Management	For	For
	LAHOWCHIC
1F.	ELECTION OF DIRECTOR: THOMAS P. MAC	Management	For	For
	MAHON
1G.	ELECTION OF DIRECTOR: FRANK	Management	For	For
	MERGENTHALER
1H.	ELECTION OF DIRECTOR: WOODROW A.	Management	For	For
	MYERS, JR., MD
1I.	ELECTION OF DIRECTOR: RODERICK A.	Management	For	For
	PALMORE
1J.	ELECTION OF DIRECTOR: GEORGE PAZ	Management	For	For
1K.	ELECTION OF DIRECTOR: WILLIAM L.	Management	For	For
	ROPER, MD, MPH
1L.	ELECTION OF DIRECTOR: SEYMOUR	Management	For	For
	STERNBERG
2.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTANTS FOR 2015.
3.	TO APPROVE, BY NON-BINDING VOTE,	Management	Against	Against
	EXECUTIVE COMPENSATION.
4.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	For	Against
	POLITICAL DISCLOSURE AND
	ACCOUNTABILITY.
5.	STOCKHOLDER PROPOSAL REGARDING AN	Shareholder	Against	For
	INDEPENDENT BOARD CHAIRMAN.

Page 37 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

PEPSICO, INC.
Security	713448108	Meeting Type	Annual
Ticker Symbol	PEP	Meeting Date	06-May-2015
ISIN	US7134481081	Agenda	934150854 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: SHONA L. BROWN	Management	For	For
1B.	ELECTION OF DIRECTOR: GEORGE W.	Management	For	For
	BUCKLEY
1C.	ELECTION OF DIRECTOR: IAN M. COOK	Management	For	For
1D.	ELECTION OF DIRECTOR: DINA DUBLON	Management	For	For
1E.	ELECTION OF DIRECTOR: RONA A.	Management	For	For
	FAIRHEAD
1F.	ELECTION OF DIRECTOR: RICHARD W.	Management	For	For
	FISHER
1G.	ELECTION OF DIRECTOR: ALBERTO	Management	For	For
	IBARGUEN
1H.	ELECTION OF DIRECTOR: WILLIAM R.	Management	For	For
	JOHNSON
1I.	ELECTION OF DIRECTOR: INDRA K. NOOYI	Management	For	For
1J.	ELECTION OF DIRECTOR: DAVID C. PAGE	Management	For	For
1K.	ELECTION OF DIRECTOR: ROBERT C.	Management	For	For
	POHLAD
1L.	ELECTION OF DIRECTOR: LLOYD G.	Management	For	For
	TROTTER
1M.	ELECTION OF DIRECTOR: DANIEL VASELLA	Management	For	For
1N.	ELECTION OF DIRECTOR: ALBERTO	Management	For	For
	WEISSER
2.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	KPMG LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTANTS FOR FISCAL YEAR 2015.
3.	ADVISORY APPROVAL OF THE COMPANY'S	Management	For	For
	EXECUTIVE COMPENSATION.
4.	ESTABLISH BOARD COMMITTEE ON	Shareholder	Against	For
	SUSTAINABILITY.
5.	POLICY REGARDING LIMIT ON	Shareholder	For	Against
	ACCELERATED VESTING OF EQUITY
	AWARDS.
6.	REPORT ON MINIMIZING IMPACTS OF	Shareholder	Against	For
	NEONICS.

Page 38 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

CVS HEALTH CORPORATION
Security	126650100	Meeting Type	Annual
Ticker Symbol	CVS	Meeting Date	07-May-2015
ISIN	US1266501006	Agenda	934148102 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: RICHARD M.	Management	For	For
	BRACKEN
1B.	ELECTION OF DIRECTOR: C. DAVID BROWN	Management	For	For
	II
1C.	ELECTION OF DIRECTOR: ALECIA A.	Management	For	For
	DECOUDREAUX
1D.	ELECTION OF DIRECTOR: NANCY-ANN M.	Management	For	For
	DEPARLE
1E.	ELECTION OF DIRECTOR: DAVID W.	Management	For	For
	DORMAN
1F.	ELECTION OF DIRECTOR: ANNE M.	Management	For	For
	FINUCANE
1G.	ELECTION OF DIRECTOR: LARRY J. MERLO	Management	For	For
1H.	ELECTION OF DIRECTOR: JEAN-PIERRE	Management	For	For
	MILLON
1I.	ELECTION OF DIRECTOR: RICHARD J. SWIFT	Management	For	For
1J.	ELECTION OF DIRECTOR: WILLIAM C.	Management	For	For
	WELDON
1K.	ELECTION OF DIRECTOR: TONY L. WHITE	Management	For	For
2.	PROPOSAL TO RATIFY INDEPENDENT	Management	For	For
	PUBLIC ACCOUNTING FIRM FOR 2015.
3.	SAY ON PAY - AN ADVISORY VOTE ON THE	Management	Against	Against
	APPROVAL OF EXECUTIVE COMPENSATION.
4.	PROPOSAL TO APPROVE PERFORMANCE	Management	Against	Against
	CRITERIA IN THE COMPANY'S 2010
	INCENTIVE COMPENSATION PLAN.
5.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	CONGRUENCY OF CORPORATE VALUES
	AND POLITICAL CONTRIBUTIONS.

Page 39 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ILLINOIS TOOL WORKS INC.
Security	452308109	Meeting Type	Annual
Ticker Symbol	ITW	Meeting Date	08-May-2015
ISIN	US4523081093	Agenda	934147883 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: DANIEL J. BRUTTO	Management	For	For
1B.	ELECTION OF DIRECTOR: SUSAN CROWN	Management	For	For
1C.	ELECTION OF DIRECTOR: JAMES W.	Management	For	For
	GRIFFITH
1D.	ELECTION OF DIRECTOR: RICHARD H.	Management	For	For
	LENNY
1E.	ELECTION OF DIRECTOR: ROBERT S.	Management	For	For
	MORRISON
1F.	ELECTION OF DIRECTOR: E. SCOTT SANTI	Management	For	For
1G.	ELECTION OF DIRECTOR: JAMES A.	Management	For	For
	SKINNER
1H.	ELECTION OF DIRECTOR: DAVID B. SMITH,	Management	For	For
	JR.
1I.	ELECTION OF DIRECTOR: PAMELA B.	Management	For	For
	STROBEL
1J.	ELECTION OF DIRECTOR: KEVIN M. WARREN	Management	For	For
1K.	ELECTION OF DIRECTOR: ANRE D. WILLIAMS	Management	For	For
2.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	DELOITTE & TOUCHE LLP AS ITW'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2015.
3.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	For	For
	COMPENSATION.
4.	APPROVAL OF THE ILLINOIS TOOL WORKS	Management	For	For
	INC. 2015 LONG-TERM INCENTIVE PLAN.
5.	APPROVAL OF A NON-BINDING	Management	For	For
	STOCKHOLDER PROPOSAL TO PERMIT
	STOCKHOLDERS TO CALL SPECIAL
	MEETINGS.

ALTERA CORPORATION
Security	021441100	Meeting Type	Annual
Ticker Symbol	ALTR	Meeting Date	11-May-2015
ISIN	US0214411003	Agenda	934153064 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JOHN P. DAANE	Management	For	For
1B.	ELECTION OF DIRECTOR: T. MICHAEL	Management	For	For
	NEVENS
1C.	ELECTION OF DIRECTOR: A. BLAINE	Management	For	For
	BOWMAN
1D.	ELECTION OF DIRECTOR: ELISHA W. FINNEY	Management	For	For
1E.	ELECTION OF DIRECTOR: KEVIN MCGARITY	Management	For	For
1F.	ELECTION OF DIRECTOR: KRISH A. PRABHU	Management	For	For
1G.	ELECTION OF DIRECTOR: SHANE V.	Management	For	For
	ROBISON
1H.	ELECTION OF DIRECTOR: JOHN	Management	For	For
	SHOEMAKER
1I.	ELECTION OF DIRECTOR: THOMAS H.	Management	For	For
	WAECHTER
2.	TO APPROVE AN AMENDMENT TO THE 2005	Management	Against	Against
	EQUITY INCENTIVE PLAN TO INCREASE BY
	3,000,000 THE NUMBER OF SHARES OF
	COMMON STOCK RESERVED FOR ISSUANCE
	UNDER THE PLAN.
3.	TO APPROVE AN AMENDMENT TO THE 1987	Management	Against	Against
	EMPLOYEE STOCK PURCHASE PLAN TO
	INCREASE BY 1,000,000 THE NUMBER OF
	SHARES OF COMMON STOCK RESERVED
	FOR ISSUANCE UNDER THE PLAN.
4.	TO APPROVE, ON AN ADVISORY BASIS,	Management	For	For
	NAMED EXECUTIVE OFFICER
	COMPENSATION.
5.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2015.
6.	IF PROPERLY PRESENTED AT THE ANNUAL	Shareholder	Against	For
	MEETING, TO CONSIDER A STOCKHOLDER
	PROPOSAL REGARDING AN INDEPENDENT
	CHAIR OF THE BOARD.

Page 40 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

3M COMPANY
Security	88579Y101	Meeting Type	Annual
Ticker Symbol	MMM	Meeting Date	12-May-2015
ISIN	US88579Y1010	Agenda	934147162 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: LINDA G.	Management	For	For
	ALVARADO
1B.	ELECTION OF DIRECTOR: SONDRA L.	Management	For	For
	BARBOUR
1C.	ELECTION OF DIRECTOR: THOMAS "TONY" K.	Management	For	For
	BROWN
1D.	ELECTION OF DIRECTOR: VANCE D.	Management	For	For
	COFFMAN
1E.	ELECTION OF DIRECTOR: MICHAEL L.	Management	For	For
	ESKEW
1F.	ELECTION OF DIRECTOR: HERBERT L.	Management	For	For
	HENKEL
1G.	ELECTION OF DIRECTOR: MUHTAR KENT	Management	For	For
1H.	ELECTION OF DIRECTOR: EDWARD M. LIDDY	Management	For	For
1I.	ELECTION OF DIRECTOR: INGE G. THULIN	Management	For	For
1J.	ELECTION OF DIRECTOR: ROBERT J. ULRICH	Management	For	For
2.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS 3M'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.
3.	ADVISORY APPROVAL OF EXECUTIVE	Management	Against	Against
	COMPENSATION.

Page 41 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

BROADCOM CORPORATION
Security	111320107	Meeting Type	Annual
Ticker Symbol	BRCM	Meeting Date	12-May-2015
ISIN	US1113201073	Agenda	934155690 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ROBERT J.	Management	For	For
	FINOCCHIO, JR.
1B.	ELECTION OF DIRECTOR: NANCY H. HANDEL	Management	For	For
1C.	ELECTION OF DIRECTOR: EDDY W.	Management	For	For
	HARTENSTEIN
1D.	ELECTION OF DIRECTOR: MARIA M. KLAWE,	Management	For	For
	PH.D.
1E.	ELECTION OF DIRECTOR: JOHN E. MAJOR	Management	For	For
1F.	ELECTION OF DIRECTOR: SCOTT A.	Management	For	For
	MCGREGOR
1G.	ELECTION OF DIRECTOR: WILLIAM T.	Management	For	For
	MORROW
1H.	ELECTION OF DIRECTOR: HENRY SAMUELI,	Management	For	For
	PH.D.
1I.	ELECTION OF DIRECTOR: ROBERT E. SWITZ	Management	For	For
2.	ADVISORY VOTE ON THE COMPENSATION	Management	Against	Against
	OF THE COMPANY'S NAMED EXECUTIVE
	OFFICERS DESCRIBED IN THE PROXY
	STATEMENT.
3.	TO RATIFY THE APPOINTMENT OF KPMG LLP	Management	For	For
	AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE YEAR ENDING DECEMBER 31, 2015.

CIT GROUP INC.
Security	125581801	Meeting Type	Annual
Ticker Symbol	CIT	Meeting Date	12-May-2015
ISIN	US1255818015	Agenda	934160324 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JOHN A. THAIN	Management	For	For
1B.	ELECTION OF DIRECTOR: ELLEN R.	Management	For	For
	ALEMANY
1C.	ELECTION OF DIRECTOR: MICHAEL J.	Management	For	For
	EMBLER
1D.	ELECTION OF DIRECTOR: WILLIAM M.	Management	For	For
	FREEMAN
1E.	ELECTION OF DIRECTOR: DAVID M.	Management	For	For
	MOFFETT
1F.	ELECTION OF DIRECTOR: R. BRAD OATES	Management	For	For
1G.	ELECTION OF DIRECTOR: MARIANNE MILLER	Management	For	For
	PARRS
1H.	ELECTION OF DIRECTOR: GERALD	Management	For	For
	ROSENFELD
1I.	ELECTION OF DIRECTOR: JOHN R. RYAN	Management	For	For
1J.	ELECTION OF DIRECTOR: SHEILA A. STAMPS	Management	For	For
1K.	ELECTION OF DIRECTOR: SEYMOUR	Management	For	For
	STERNBERG
1L.	ELECTION OF DIRECTOR: PETER J. TOBIN	Management	For	For
1M.	ELECTION OF DIRECTOR: LAURA S. UNGER	Management	For	For
2.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS CIT'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM AND EXTERNAL
	AUDITORS FOR 2015.
3.	TO RECOMMEND, BY NON-BINDING VOTE,	Management	For	For
	THE COMPENSATION OF CIT'S NAMED
	EXECUTIVE OFFICERS.
4.	TO APPROVE THE CIT GROUP INC. 2015	Management	For	For
	EXECUTIVE INCENTIVE PLAN.

Page 42 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

AMGEN INC.
Security	031162100	Meeting Type	Annual
Ticker Symbol	AMGN	Meeting Date	14-May-2015
ISIN	US0311621009	Agenda	934153672 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: DR. DAVID	Management	For	For
	BALTIMORE
1B.	ELECTION OF DIRECTOR: MR. FRANK J.	Management	For	For
	BIONDI, JR.
1C.	ELECTION OF DIRECTOR: MR. ROBERT A.	Management	For	For
	BRADWAY
1D.	ELECTION OF DIRECTOR: MR. FRANCOIS DE	Management	For	For
	CARBONNEL
1E.	ELECTION OF DIRECTOR: DR. VANCE D.	Management	For	For
	COFFMAN
1F.	ELECTION OF DIRECTOR: MR. ROBERT A.	Management	For	For
	ECKERT
1G.	ELECTION OF DIRECTOR: MR. GREG C.	Management	For	For
	GARLAND
1H.	ELECTION OF DIRECTOR: DR. REBECCA M.	Management	For	For
	HENDERSON
1I.	ELECTION OF DIRECTOR: MR. FRANK C.	Management	For	For
	HERRINGER
1J.	ELECTION OF DIRECTOR: DR. TYLER JACKS	Management	For	For
1K.	ELECTION OF DIRECTOR: MS. JUDITH C.	Management	For	For
	PELHAM
1L.	ELECTION OF DIRECTOR: DR. RONALD D.	Management	For	For
	SUGAR
1M.	ELECTION OF DIRECTOR: DR. R. SANDERS	Management	For	For
	WILLIAMS
2.	TO RATIFY THE SELECTION OF ERNST &	Management	For	For
	YOUNG LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTANTS FOR
	THE FISCAL YEAR ENDING DECEMBER 31,
	2015.
3.	ADVISORY VOTE TO APPROVE OUR	Management	Against	Against
	EXECUTIVE COMPENSATION.
4.	STOCKHOLDER PROPOSAL (VOTE	Shareholder	Against	For
	TABULATION).

Page 43 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

APACHE CORPORATION
Security	037411105	Meeting Type	Annual
Ticker Symbol	APA	Meeting Date	14-May-2015
ISIN	US0374111054	Agenda	934171303 - Management

Item	Proposal		Vote	For/Against
1.	ELECTION OF DIRECTOR: GEORGE D.	Management	For	For
	LAWRENCE
2.	ELECTION OF DIRECTOR: JOHN E. LOWE	Management	For	For
3.	ELECTION OF DIRECTOR: RODMAN D.	Management	For	For
	PATTON
4.	ELECTION OF DIRECTOR: CHARLES J.	Management	For	For
	PITMAN
5.	RATIFICATION OF ERNST & YOUNG LLP AS	Management	For	For
	APACHE'S INDEPENDENT AUDITORS
6.	ADVISORY VOTE TO APPROVE THE	Management	For	For
	COMPENSATION OF APACHE'S NAMED
	EXECUTIVE OFFICERS
7.	APPROVAL OF AMENDMENT TO APACHE'S	Management	For	For
	RESTATED CERTIFICATE OF
	INCORPORATION TO ELIMINATE APACHE'S
	CLASSIFIED BOARD OF DIRECTORS
8.	CONSIDERATION OF SHAREHOLDER	Shareholder	For	For
	PROPOSAL REGARDING PROXY ACCESS

HOST HOTELS & RESORTS, INC.
Security	44107P104	Meeting Type	Annual
Ticker Symbol	HST	Meeting Date	14-May-2015
ISIN	US44107P1049	Agenda	934177759 - Management

Item	Proposal		Vote	For/Against
1.1	ELECTION OF DIRECTOR: MARY L. BAGLIVO	Management	For	For
1.2	ELECTION OF DIRECTOR: SHEILA C. BAIR	Management	For	For
1.3	ELECTION OF DIRECTOR: TERENCE C.	Management	For	For
	GOLDEN
1.4	ELECTION OF DIRECTOR: ANN M.	Management	For	For
	KOROLOGOS
1.5	ELECTION OF DIRECTOR: RICHARD E.	Management	For	For
	MARRIOTT
1.6	ELECTION OF DIRECTOR: JOHN B. MORSE,	Management	For	For
	JR.
1.7	ELECTION OF DIRECTOR: WALTER C.	Management	For	For
	RAKOWICH
1.8	ELECTION OF DIRECTOR: GORDON H. SMITH	Management	For	For
1.9	ELECTION OF DIRECTOR: W. EDWARD	Management	For	For
	WALTER
2.	RATIFY APPOINTMENT OF KPMG LLP AS	Management	For	For
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTANTS FOR 2015.
3.	ADVISORY RESOLUTION TO APPROVE	Management	For	For
	EXECUTIVE COMPENSATION.
4.	STOCKHOLDER PROPOSAL RELATING TO	Shareholder	Against	For
	BYLAW AMENDMENTS.

Page 44 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

KOHL'S CORPORATION
Security	500255104	Meeting Type	Annual
Ticker Symbol	KSS	Meeting Date	14-May-2015
ISIN	US5002551043	Agenda	934150094 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: PETER	Management	For	For
	BONEPARTH
1B.	ELECTION OF DIRECTOR: STEVEN A. BURD	Management	For	For
1C.	ELECTION OF DIRECTOR: DALE E. JONES	Management	For	For
1D.	ELECTION OF DIRECTOR: KEVIN MANSELL	Management	For	For
1E.	ELECTION OF DIRECTOR: JOHN E.	Management	For	For
	SCHLIFSKE
1F.	ELECTION OF DIRECTOR: FRANK V. SICA	Management	For	For
1G.	ELECTION OF DIRECTOR: STEPHANIE A.	Management	For	For
	STREETER
1H.	ELECTION OF DIRECTOR: NINA G. VACA	Management	For	For
1I.	ELECTION OF DIRECTOR: STEPHEN E.	Management	For	For
	WATSON
2.	RATIFY APPOINTMENT OF ERNST & YOUNG	Management	For	For
	LLP AS INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.
3.	ADVISORY VOTE ON APPROVAL OF NAMED	Management	For	For
	EXECUTIVE OFFICER COMPENSATION.
4.	SHAREHOLDER PROPOSAL: RECOVERY OF	Shareholder	For	Against
	UNEARNED MANAGEMENT BONUSES.
5.	SHAREHOLDER PROPOSAL: PROXY	Shareholder	Against	For
	ACCESS.

JPMORGAN CHASE & CO.
Security	46625H100	Meeting Type	Annual
Ticker Symbol	JPM	Meeting Date	19-May-2015
ISIN	US46625H1005	Agenda	934169916 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: LINDA B.	Management	For	For
	BAMMANN
1B.	ELECTION OF DIRECTOR: JAMES A. BELL	Management	For	For
1C.	ELECTION OF DIRECTOR: CRANDALL C.	Management	For	For
	BOWLES
1D.	ELECTION OF DIRECTOR: STEPHEN B.	Management	For	For
	BURKE
1E.	ELECTION OF DIRECTOR: JAMES S. CROWN	Management	For	For
1F.	ELECTION OF DIRECTOR: JAMES DIMON	Management	For	For
1G.	ELECTION OF DIRECTOR: TIMOTHY P.	Management	For	For
	FLYNN
1H.	ELECTION OF DIRECTOR: LABAN P.	Management	For	For
	JACKSON, JR.
1I.	ELECTION OF DIRECTOR: MICHAEL A. NEAL	Management	For	For
1J.	ELECTION OF DIRECTOR: LEE R. RAYMOND	Management	For	For
1K.	ELECTION OF DIRECTOR: WILLIAM C.	Management	For	For
	WELDON
2.	ADVISORY RESOLUTION TO APPROVE	Management	Against	Against
	EXECUTIVE COMPENSATION
3.	RATIFICATION OF INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM
4.	APPROVAL OF AMENDMENT TO LONG-TERM	Management	Against	Against
	INCENTIVE PLAN
5.	INDEPENDENT BOARD CHAIRMAN -	Shareholder	Against	For
	REQUIRE AN INDEPENDENT CHAIR
6.	LOBBYING - REPORT ON POLICIES,	Shareholder	For	Against
	PROCEDURES AND EXPENDITURES
7.	SPECIAL SHAREOWNER MEETINGS -	Shareholder	Against	For
	REDUCE OWNERSHIP THRESHOLD FROM
	20% TO 10%
8.	HOW VOTES ARE COUNTED - COUNT VOTES	Shareholder	Against	For
	USING ONLY FOR AND AGAINST
9.	ACCELERATED VESTING PROVISIONS -	Shareholder	For	Against
	REPORT NAMES OF SENIOR EXECUTIVES
	AND VALUE OF EQUITY AWARDS THAT
	WOULD VEST IF THEY RESIGN TO ENTER
	GOVERNMENT SERVICE
10.	CLAWBACK DISCLOSURE POLICY -	Shareholder	For	Against
	DISCLOSE WHETHER THE FIRM RECOUPED
	ANY INCENTIVE COMPENSATION FROM
	SENIOR EXECUTIVES

Page 45 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

STATE STREET CORPORATION
Security	857477103	Meeting Type	Annual
Ticker Symbol	STT	Meeting Date	20-May-2015
ISIN	US8574771031	Agenda	934169992 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: J. ALMEIDA	Management	For	For
1B.	ELECTION OF DIRECTOR: K. BURNES	Management	For	For
1C.	ELECTION OF DIRECTOR: P. DE SAINT-	Management	For	For
	AIGNAN
1D.	ELECTION OF DIRECTOR: A. FAWCETT	Management	For	For
1E.	ELECTION OF DIRECTOR: W. FREDA	Management	For	For
1F.	ELECTION OF DIRECTOR: L. HILL	Management	For	For
1G.	ELECTION OF DIRECTOR: J. HOOLEY	Management	For	For
1H.	ELECTION OF DIRECTOR: R. KAPLAN	Management	For	For
1I.	ELECTION OF DIRECTOR: R. SERGEL	Management	For	For
1J.	ELECTION OF DIRECTOR: R. SKATES	Management	For	For
1K.	ELECTION OF DIRECTOR: G. SUMME	Management	For	For
1L.	ELECTION OF DIRECTOR: T. WILSON	Management	For	For
2.	TO APPROVE AN ADVISORY PROPOSAL ON	Management	Against	Against
	EXECUTIVE COMPENSATION.
3.	TO RATIFY THE SELECTION OF ERNST &	Management	For	For
	YOUNG LLP AS STATE STREET'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE YEAR ENDING
	DECEMBER 31, 2015.

Page 46 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

INTEL CORPORATION
Security	458140100	Meeting Type	Annual
Ticker Symbol	INTC	Meeting Date	21-May-2015
ISIN	US4581401001	Agenda	934160766 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: CHARLENE	Management	For	For
	BARSHEFSKY
1B.	ELECTION OF DIRECTOR: ANEEL BHUSRI	Management	For	For
1C.	ELECTION OF DIRECTOR: ANDY D. BRYANT	Management	For	For
1D.	ELECTION OF DIRECTOR: SUSAN L. DECKER	Management	For	For
1E.	ELECTION OF DIRECTOR: JOHN J. DONAHOE	Management	For	For
1F.	ELECTION OF DIRECTOR: REED E. HUNDT	Management	For	For
1G.	ELECTION OF DIRECTOR: BRIAN M.	Management	For	For
	KRZANICH
1H.	ELECTION OF DIRECTOR: JAMES D.	Management	For	For
	PLUMMER
1I.	ELECTION OF DIRECTOR: DAVID S.	Management	For	For
	POTTRUCK
1J.	ELECTION OF DIRECTOR: FRANK D. YEARY	Management	For	For
1K.	ELECTION OF DIRECTOR: DAVID B. YOFFIE	Management	For	For
2.	RATIFICATION OF SELECTION OF ERNST &	Management	For	For
	YOUNG LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR 2015
3.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	Against	Against
	COMPENSATION
4.	APPROVAL OF AMENDMENT AND	Management	Against	Against
	EXTENSION OF THE 2006 EQUITY INCENTIVE
	PLAN
5.	APPROVAL OF EXTENSION OF THE 2006	Management	For	For
	STOCK PURCHASE PLAN
6.	STOCKHOLDER PROPOSAL ENTITLED "HOLY	Shareholder	Against	For
	LAND PRINCIPLES"
7.	STOCKHOLDER PROPOSAL ON WHETHER	Shareholder	Against	For
	THE CHAIRMAN OF THE BOARD SHOULD BE
	AN INDEPENDENT DIRECTOR
8.	STOCKHOLDER PROPOSAL ON WHETHER	Shareholder	Against	For
	TO ADOPT AN ALTERNATIVE VOTE
	COUNTING STANDARD

Page 47 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

LUMBER LIQUIDATORS HOLDINGS, INC.
Security	55003T107	Meeting Type	Annual
Ticker Symbol	LL	Meeting Date	21-May-2015
ISIN	US55003T1079	Agenda	934171606 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	DOUGLAS T. MOORE		For	For
	2	NANCY M. TAYLOR		For	For
	3	JIMMIE L. WADE		For	For
2.	PROPOSAL TO RATIFY THE SELECTION OF		Management	For	For
	ERNST & YOUNG LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2015.
3.	PROPOSAL TO PROVIDE ADVISORY (NON-		Management	For	For
	BINDING) APPROVAL OF NAMED EXECUTIVE
	OFFICER COMPENSATION.

MAXWELL TECHNOLOGIES, INC.
Security	577767106	Meeting Type	Annual
Ticker Symbol	MXWL	Meeting Date	22-May-2015
ISIN	US5777671067	Agenda	934174563 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	FRANZ FINK		For	For
	2	ROGER HOWSMON		For	For
2.	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	BDO USA, LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE FISCAL YEAR ENDING DECEMBER
	31, 2015.
3.	TO APPROVE AN INCREASE IN THE NUMBER		Management	Against	Against
	OF SHARES OF COMMON STOCK RESERVED
	FOR ISSUANCE UNDER THE 2013 OMNIBUS
	EQUITY INCENTIVE PLAN BY 1,500,000.
4.	TO APPROVE, ON AN ADVISORY BASIS, OUR		Management	For	For
	NAMED EXECUTIVE OFFICER
	COMPENSATION.

Page 48 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ZIONS BANCORPORATION
Security	989701107	Meeting Type	Annual
Ticker Symbol	ZION	Meeting Date	22-May-2015
ISIN	US9897011071	Agenda	934167532 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JERRY C. ATKIN	Management	For	For
1B.	ELECTION OF DIRECTOR: JOHN C.	Management	For	For
	ERICKSON
1C.	ELECTION OF DIRECTOR: PATRICIA FROBES	Management	For	For
1D.	ELECTION OF DIRECTOR: SUREN K. GUPTA	Management	For	For
1E.	ELECTION OF DIRECTOR: J. DAVID HEANEY	Management	For	For
1F.	ELECTION OF DIRECTOR: VIVIAN S. LEE	Management	For	For
1G.	ELECTION OF DIRECTOR: EDWARD F.	Management	For	For
	MURPHY
1H.	ELECTION OF DIRECTOR: ROGER B.	Management	For	For
	PORTER
1I.	ELECTION OF DIRECTOR: STEPHEN D.	Management	For	For
	QUINN
1J.	ELECTION OF DIRECTOR: HARRIS H.	Management	For	For
	SIMMONS
1K.	ELECTION OF DIRECTOR: L.E. SIMMONS	Management	For	For
1L.	ELECTION OF DIRECTOR: SHELLEY THOMAS	Management	For	For
	WILLIAMS
1M.	ELECTION OF DIRECTOR: STEVEN C.	Management	For	For
	WHEELWRIGHT
2.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	ERNST & YOUNG LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM TO
	AUDIT THE COMPANY'S FINANCIAL
	STATEMENTS FOR THE CURRENT FISCAL
	YEAR.
3.	APPROVAL, ON A NONBINDING ADVISORY	Management	For	For
	BASIS, OF THE COMPENSATION PAID TO
	THE COMPANY'S NAMED EXECUTIVE
	OFFICERS WITH RESPECT TO THE FISCAL
	YEAR ENDED DECEMBER 31, 2014.
4.	APPROVAL OF THE COMPANY'S 2015	Management	For	For
	OMNIBUS INCENTIVE PLAN.
5.	THAT THE SHAREHOLDERS REQUEST THE	Shareholder	Against	For
	BOARD OF DIRECTORS TO ESTABLISH A
	POLICY REQUIRING THAT THE BOARD'S
	CHAIRMAN BE AN "INDEPENDENT"
	DIRECTOR.

CHEVRON CORPORATION
Security	166764100	Meeting Type	Annual
Ticker Symbol	CVX	Meeting Date	27-May-2015
ISIN	US1667641005	Agenda	934174575 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: A.B. CUMMINGS	Management	For	For
	JR.
1B.	ELECTION OF DIRECTOR: L.F. DEILY	Management	For	For
1C.	ELECTION OF DIRECTOR: R.E. DENHAM	Management	For	For
1D.	ELECTION OF DIRECTOR: A.P. GAST	Management	For	For
1E.	ELECTION OF DIRECTOR: E. HERNANDEZ JR.	Management	For	For
1F.	ELECTION OF DIRECTOR: J.M. HUNTSMAN	Management	For	For
	JR.
1G.	ELECTION OF DIRECTOR: C.W. MOORMAN	Management	For	For
1H.	ELECTION OF DIRECTOR: J.G. STUMPF	Management	For	For
1I.	ELECTION OF DIRECTOR: R.D. SUGAR	Management	For	For
1J.	ELECTION OF DIRECTOR: I.G. THULIN	Management	For	For
1K.	ELECTION OF DIRECTOR: C. WARE	Management	For	For
1L.	ELECTION OF DIRECTOR: J.S. WATSON	Management	For	For
2.	RATIFICATION OF APPOINTMENT OF PWC	Management	For	For
	AS INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM
3.	ADVISORY VOTE TO APPROVE NAMED	Management	Against	Against
	EXECUTIVE OFFICER COMPENSATION
4.	DISCLOSE CHARITABLE CONTRIBUTIONS OF	Shareholder	For	Against
	$5,000 OR MORE
5.	REPORT ON LOBBYING	Shareholder	For	Against
6.	CEASE USING CORPORATE FUNDS FOR	Shareholder	For	Against
	POLITICAL PURPOSES
7.	ADOPT DIVIDEND POLICY	Shareholder	Against	For
8.	ADOPT TARGETS TO REDUCE GHG	Shareholder	Against	For
	EMISSIONS
9.	REPORT ON SHALE ENERGY OPERATIONS	Shareholder	Against	For
10.	ADOPT PROXY ACCESS BYLAW	Shareholder	Against	For
11.	ADOPT POLICY FOR INDEPENDENT	Shareholder	Against	For
	CHAIRMAN
12.	RECOMMEND INDEPENDENT DIRECTOR	Shareholder	Against	For
	WITH ENVIRONMENTAL EXPERTISE
13.	SET SPECIAL MEETINGS THRESHOLD AT	Shareholder	Against	For
	10%

Page 49 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

EXXON MOBIL CORPORATION
Security	30231G102	Meeting Type	Annual
Ticker Symbol	XOM	Meeting Date	27-May-2015
ISIN	US30231G1022	Agenda	934184665 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	M.J. BOSKIN		For	For
	2	P. BRABECK-LETMATHE		For	For
	3	U.M. BURNS		For	For
	4	L.R. FAULKNER		For	For
	5	J.S. FISHMAN		For	For
	6	H.H. FORE		For	For
	7	K.C. FRAZIER		For	For
	8	D.R. OBERHELMAN		For	For
	9	S.J. PALMISANO		For	For
	10	S.S REINEMUND		For	For
	11	R.W. TILLERSON		For	For
	12	W.C. WELDON		For	For
2.	RATIFICATION OF INDEPENDENT AUDITORS		Management	For	For
	(PAGE 60)
3.	ADVISORY VOTE TO APPROVE EXECUTIVE		Management	Against	Against
	COMPENSATION (PAGE 61)
4.	INDEPENDENT CHAIRMAN (PAGE 63)		Shareholder	Against	For
5.	PROXY ACCESS BYLAW (PAGE 64)		Shareholder	Against	For
6.	CLIMATE EXPERT ON BOARD (PAGE 66)		Shareholder	Against	For
7.	BOARD QUOTA FOR WOMEN (PAGE 67)		Shareholder	Against	For
8.	REPORT ON COMPENSATION FOR WOMEN		Shareholder	Against	For
	(PAGE 68)
9.	REPORT ON LOBBYING (PAGE 69)		Shareholder	For	Against
10.	GREENHOUSE GAS EMISSIONS GOALS		Shareholder	Against	For
	(PAGE 70)
11.	REPORT ON HYDRAULIC FRACTURING		Shareholder	Against	For
	(PAGE 72)

Page 50 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

WALGREENS BOOTS ALLIANCE
Security	931427108	Meeting Type	Annual
Ticker Symbol	WBA	Meeting Date	28-May-2015
ISIN	US9314271084	Agenda	934190202 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JANICE M. BABIAK	Management	For	For
1B.	ELECTION OF DIRECTOR: DAVID J. BRAILER	Management	For	For
1C.	ELECTION OF DIRECTOR: STEVEN A. DAVIS	Management	For	For
1D.	ELECTION OF DIRECTOR: WILLIAM C. FOOTE	Management	For	For
1E.	ELECTION OF DIRECTOR: GINGER L.	Management	For	For
	GRAHAM
1F.	ELECTION OF DIRECTOR: JOHN A. LEDERER	Management	For	For
1G.	ELECTION OF DIRECTOR: DOMINIC P.	Management	For	For
	MURPHY
1H.	ELECTION OF DIRECTOR: STEFANO	Management	For	For
	PESSINA
1I.	ELECTION OF DIRECTOR: BARRY	Management	For	For
	ROSENSTEIN
1J.	ELECTION OF DIRECTOR: LEONARD D.	Management	For	For
	SCHAEFFER
1K.	ELECTION OF DIRECTOR: NANCY M.	Management	For	For
	SCHLICHTING
1L.	ELECTION OF DIRECTOR: JAMES A.	Management	For	For
	SKINNER
2.	ADVISORY VOTE TO APPROVE NAMED	Management	For	For
	EXECUTIVE OFFICER COMPENSATION.
3.	RATIFY THE APPOINTMENT OF DELOITTE &	Management	For	For
	TOUCHE LLP AS WALGREENS BOOTS
	ALLIANCE, INC.'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM.
4.	STOCKHOLDER PROPOSAL REGARDING AN	Shareholder	Against	For
	EXECUTIVE EQUITY RETENTION POLICY.
5.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	For	Against
	ACCELERATED VESTING OF EQUITY
	AWARDS OF SENIOR EXECUTIVES UPON A
	CHANGE IN CONTROL.
6.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	PROXY ACCESS.
7.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	LINKING EXECUTIVE PAY TO PERFORMANCE
	ON SUSTAINABILITY GOALS.

Page 51 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

NXP SEMICONDUCTORS NV.
Security	N6596X109	Meeting Type	Annual
Ticker Symbol	NXPI	Meeting Date	02-Jun-2015
ISIN	NL0009538784	Agenda	934222566 - Management

Item	Proposal		Vote	For/Against
2C.	ADOPTION OF THE 2014 STATUTORY	Management	For	For
	ANNUAL ACCOUNTS
2D.	GRANTING DISCHARGE TO THE DIRECTORS	Management	For	For
	FOR THEIR RESPONSIBILITIES IN THE
	FINANCIAL YEAR 2014
3A.	PROPOSAL TO RE-APPOINT MR. RICHARD L.	Management	For	For
	CLEMMER AS EXECUTIVE DIRECTOR WITH
	EFFECT FROM JUNE 2, 2015
3B.	PROPOSAL TO RE-APPOINT SIR PETER	Management	For	For
	BONFIELD AND NON-EXECUTIVE DIRECTOR
	WITH EFFECT FROM JUNE 2, 2015
3C.	PROPOSAL TO RE-APPOINT MR. JOHANNES	Management	For	For
	P. HUTH AS NON-EXECUTIVE DIRECTOR
	WITH EFFECT FROM JUNE 2, 2015
3D.	PROPOSAL TO RE-APPOINT MR. KENNETH A.	Management	For	For
	GOLDMAN AS NON-EXECUTIVE DIRECTOR
	WITH EFFECT FROM JUNE 2, 2015
3E.	PROPOSAL TO RE-APPOINT DR. MARION	Management	For	For
	HELMES AS NON-EXECUTIVE DIRECTOR
	WITH EFFECT FROM JUNE 2, 2015
3F.	PROPOSAL TO RE-APPOINT MR. JOSEPH	Management	For	For
	KAESER AS NON-EXECUTIVE DIRECTOR
	WITH EFFECT FROM JUNE 2, 2015
3G.	PROPOSAL TO RE-APPOINT MR. IAN LORING	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH
	EFFECT FROM JUNE 2, 2015
3H.	PROPOSAL TO RE-APPOINT MR. ERIC	Management	For	For
	MEURICE AS NON-EXECUTIVE DIRECTOR
	WITH EFFECT FROM JUNE 2, 2015
3I.	PROPOSAL TO RE-APPOINT MS. JULIE	Management	For	For
	SOUTHERN AS NON-EXECUTIVE DIRECTOR
	EFFECT FROM JUNE 2, 2015
3J.	PROPOSAL TO APPOINT DR. RICK TSAI AS	Management	For	For
	NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2015
4A.	AUTHORIZATION OF THE BOARD OF	Management	For	For
	DIRECTORS TO ISSUE SHARES OR GRANT
	RIGHTS TO ACQUIRE SHARES
4B.	AUTHORIZATION OF THE BOARD OF	Management	For	For
	DIRECTORS TO RESTRICT OR EXCLUDE
	PRE-EMPTION RIGHTS
5.	AUTHORIZATION OF THE BOARD OF	Management	For	For
	DIRECTORS TO REPURCHASE SHARES IN
	THE COMPANY'S CAPITAL
6.	AUTHORIZATION TO CANCEL	Management	For	For
	REPURCHASED SHARES IN THE COMPANY'S
	CAPITAL
7.	RE-APPOINTMENT OF KPMG ACCOUNTANTS	Management	For	For
	N.V. AS THE COMPANY'S EXTERNAL
	AUDITOR

Page 52 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ALLIANCE DATA SYSTEMS CORPORATION
Security	018581108	Meeting Type	Annual
Ticker Symbol	ADS	Meeting Date	03-Jun-2015
ISIN	US0185811082	Agenda	934194628 - Management

Item	Proposal		Vote	For/Against
1.1	ELECTION OF DIRECTOR: BRUCE K.	Management	For	For
	ANDERSON
1.2	ELECTION OF DIRECTOR: ROGER H. BALLOU	Management	For	For
1.3	ELECTION OF DIRECTOR: D. KEITH COBB	Management	For	For
1.4	ELECTION OF DIRECTOR: E. LINN DRAPER,	Management	For	For
	JR.
1.5	ELECTION OF DIRECTOR: EDWARD J.	Management	For	For
	HEFFERNAN
1.6	ELECTION OF DIRECTOR: KENNETH R.	Management	For	For
	JENSEN
1.7	ELECTION OF DIRECTOR: ROBERT A.	Management	For	For
	MINICUCCI
1.8	ELECTION OF DIRECTOR: LAURIE A. TUCKER	Management	For	For
2.	ADVISORY APPROVAL OF EXECUTIVE	Management	For	For
	COMPENSATION.
3.	APPROVAL OF 2015 OMNIBUS INCENTIVE	Management	Against	Against
	PLAN.
4.	APPROVAL OF 2015 EMPLOYEE STOCK	Management	For	For
	PURCHASE PROGRAM.
5.	TO RATIFY THE SELECTION OF DELOITTE &	Management	For	For
	TOUCHE LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM OF
	ALLIANCE DATA SYSTEMS CORPORATION
	FOR 2015.
6.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	PROXY ACCESS.

DEVON ENERGY CORPORATION
Security	25179M103	Meeting Type	Annual
Ticker Symbol	DVN	Meeting Date	03-Jun-2015
ISIN	US25179M1036	Agenda	934194313 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	BARBARA M. BAUMANN		For	For
	2	JOHN E. BETHANCOURT		For	For
	3	ROBERT H. HENRY		For	For
	4	MICHAEL M. KANOVSKY		For	For
	5	ROBERT A. MOSBACHER, JR		For	For
	6	J. LARRY NICHOLS		For	For
	7	DUANE C. RADTKE		For	For
	8	MARY P. RICCIARDELLO		For	For
	9	JOHN RICHELS		For	For
2.	ADVISORY VOTE TO APPROVE EXECUTIVE		Management	Against	Against
	COMPENSATION.
3.	RATIFY THE APPOINTMENT OF THE		Management	For	For
	COMPANY'S INDEPENDENT AUDITORS FOR
	2015.
4.	ADOPTION OF THE DEVON ENERGY		Management	For	For
	CORPORATION 2015 LONG-TERM INCENTIVE
	PLAN.
5.	ADOPTION OF PROXY ACCESS BYLAW.		Shareholder	Against	For
6.	REPORT ON LOBBYING ACTIVITIES RELATED		Shareholder	Against	For
	TO ENERGY POLICY AND CLIMATE CHANGE.
7.	REPORT DISCLOSING LOBBYING POLICY		Shareholder	Against	For
	AND ACTIVITY.
8.	REPORT ON PLANS TO ADDRESS CLIMATE		Shareholder	Against	For
	CHANGE.

Page 53 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

GOOGLE INC.
Security	38259P508	Meeting Type	Annual
Ticker Symbol	GOOGL	Meeting Date	03-Jun-2015
ISIN	US38259P5089	Agenda	934194010 - Management

Item	Proposal			Vote	For/Against
1	DIRECTOR		Management
	1	LARRY PAGE		For	For
	2	SERGEY BRIN		For	For
	3	ERIC E. SCHMIDT		For	For
	4	L. JOHN DOERR		For	For
	5	DIANE B. GREENE		For	For
	6	JOHN L. HENNESSY		For	For
	7	ANN MATHER		For	For
	8	ALAN R. MULALLY		For	For
	9	PAUL S. OTELLINI		For	For
	10	K. RAM SHRIRAM		For	For
	11	SHIRLEY M. TILGHMAN		For	For
2	THE RATIFICATION OF THE APPOINTMENT		Management	For	For
	OF ERNST & YOUNG LLP AS GOOGLE'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2015.
3	THE APPROVAL OF AN AMENDMENT TO		Management	For	For
	GOOGLE'S 2012 STOCK PLAN TO INCREASE
	THE SHARE RESERVE BY 17,000,000
	SHARES OF CLASS C CAPITAL STOCK.
4	A STOCKHOLDER PROPOSAL REGARDING		Shareholder	Against	For
	EQUAL SHAREHOLDER VOTING, IF
	PROPERLY PRESENTED AT THE MEETING.
5	A STOCKHOLDER PROPOSAL REGARDING A		Shareholder	For	Against
	LOBBYING REPORT, IF PROPERLY
	PRESENTED AT THE MEETING.
6	A STOCKHOLDER PROPOSAL REGARDING		Shareholder	Against	For
	THE ADOPTION OF A MAJORITY VOTE
	STANDARD FOR THE ELECTION OF
	DIRECTORS, IF PROPERLY PRESENTED AT
	THE MEETING.
7	A STOCKHOLDER PROPOSAL REGARDING A		Shareholder	Against	For
	REPORT ON RENEWABLE ENERGY COST, IF
	PROPERLY PRESENTED AT THE MEETING.
8	A STOCKHOLDER PROPOSAL REGARDING A		Shareholder	Against	For
	REPORT ON BUSINESS RISK RELATED TO
	CLIMATE CHANGE REGULATIONS, IF
	PROPERLY PRESENTED AT THE MEETING.

Page 54 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

INGERSOLL-RAND PLC
Security	G47791101	Meeting Type	Annual
Ticker Symbol	IR	Meeting Date	04-Jun-2015
ISIN	IE00B6330302	Agenda	934200659 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ANN C. BERZIN`	Management	For	For
1B.	ELECTION OF DIRECTOR: JOHN BRUTON	Management	For	For
1C.	ELECTION OF DIRECTOR: ELAINE L. CHAO	Management	For	For
1D.	ELECTION OF DIRECTOR: JARED L. COHON	Management	For	For
1E.	ELECTION OF DIRECTOR: GARY D. FORSEE	Management	For	For
1F.	ELECTION OF DIRECTOR: CONSTANCE J.	Management	For	For
	HORNER
1G.	ELECTION OF DIRECTOR: LINDA P. HUDSON	Management	For	For
1H.	ELECTION OF DIRECTOR: MICHAEL W.	Management	For	For
	LAMACH
1I.	ELECTION OF DIRECTOR: MYLES P. LEE	Management	For	For
1J.	ELECTION OF DIRECTOR: JOHN P. SURMA	Management	For	For
1K.	ELECTION OF DIRECTOR: RICHARD J. SWIFT	Management	For	For
1L.	ELECTION OF DIRECTOR: TONY L. WHITE	Management	For	For
2.	ADVISORY APPROVAL OF THE	Management	For	For
	COMPENSATION OF THE COMPANY'S
	NAMED EXECUTIVE OFFICERS.
3.	APPROVAL OF THE APPOINTMENT OF	Management	For	For
	INDEPENDENT AUDITORS OF THE COMPANY
	AND AUTHORIZATION OF THE AUDIT
	COMMITTEE OF THE BOARD OF DIRECTORS
	TO SET THE AUDITORS' REMUNERATION.
4.	APPROVAL OF THE RENEWAL OF THE	Management	For	For
	DIRECTORS' EXISTING AUTHORITY TO
	ISSUE SHARES.
5.	APPROVAL OF THE RENEWAL OF THE	Management	For	For
	DIRECTORS' EXISTING AUTHORITY TO
	ISSUE SHARES FOR THE CASH WITHOUT
	FIRST OFFERING SHARES TO EXISTING
	SHAREHOLDERS. (SPECIAL RESOLUTION)
6.	DETERMINATION OF THE PRICE RANGE AT	Management	For	For
	WHICH THE COMPANY CAN REISSUE
	SHARES THAT IT HOLDS AS TREASURY
	SHARES.(SPECIAL RESOLUTION)

Page 55 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

JARDEN CORPORATION
Security	471109108	Meeting Type	Annual
Ticker Symbol	JAH	Meeting Date	04-Jun-2015
ISIN	US4711091086	Agenda	934190098 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	MARTIN E. FRANKLIN		For	For
	2	JAMES E. LILLIE		For	For
	3	MICHAEL S. GROSS		For	For
	4	ROS L'ESPERANCE		For	For
2.	APPROVAL OF AN AMENDMENT TO THE		Management	Against	Against
	COMPANY'S RESTATED CERTIFICATE OF
	INCORPORATION, AS AMENDED, TO
	INCREASE THE NUMBER OF SHARES OF
	AUTHORIZED COMMON STOCK FROM
	300,000,000 TO 500,000,000.
3.	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	JARDEN CORPORATION'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE YEAR ENDING DECEMBER 31, 2015.
4.	ADVISORY APPROVAL OF JARDEN		Management	Against	Against
	CORPORATION'S EXECUTIVE
	COMPENSATION.

WAL-MART STORES, INC.
Security	931142103	Meeting Type	Annual
Ticker Symbol	WMT	Meeting Date	05-Jun-2015
ISIN	US9311421039	Agenda	934195860 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: AIDA M. ALVAREZ	Management	For	For
1B.	ELECTION OF DIRECTOR: JAMES I. CASH,	Management	For	For
	JR.
1C.	ELECTION OF DIRECTOR: ROGER C.	Management	For	For
	CORBETT
1D.	ELECTION OF DIRECTOR: PAMELA J. CRAIG	Management	For	For
1E.	ELECTION OF DIRECTOR: MICHAEL T. DUKE	Management	For	For
1F.	ELECTION OF DIRECTOR: TIMOTHY P.	Management	For	For
	FLYNN
1G.	ELECTION OF DIRECTOR: THOMAS W.	Management	For	For
	HORTON
1H.	ELECTION OF DIRECTOR: MARISSA A.	Management	For	For
	MAYER
1I.	ELECTION OF DIRECTOR: C. DOUGLAS	Management	For	For
	MCMILLON
1J.	ELECTION OF DIRECTOR: GREGORY B.	Management	For	For
	PENNER
1K.	ELECTION OF DIRECTOR: STEVEN S	Management	For	For
	REINEMUND
1L.	ELECTION OF DIRECTOR: KEVIN Y.	Management	For	For
	SYSTROM
1M.	ELECTION OF DIRECTOR: JIM C. WALTON	Management	For	For
1N.	ELECTION OF DIRECTOR: S. ROBSON	Management	For	For
	WALTON
1O.	ELECTION OF DIRECTOR: LINDA S. WOLF	Management	For	For
2.	RATIFICATION OF ERNST & YOUNG LLP AS	Management	For	For
	INDEPENDENT ACCOUNTANTS
3.	ADVISORY VOTE TO APPROVE NAMED	Management	For	For
	EXECUTIVE OFFICER COMPENSATION
4.	APPROVAL OF THE WAL-MART STORES, INC.	Management	For	For
	STOCK INCENTIVE PLAN OF 2015
5.	REQUEST FOR ANNUAL REPORT ON	Shareholder	Against	For
	RECOUPMENT OF EXECUTIVE PAY
6.	PROXY ACCESS FOR SHAREHOLDERS	Shareholder	Against	For
7.	REPORT ON GREENHOUSE GAS EMISSIONS	Shareholder	Against	For
	FROM INTERNATIONAL MARINE SHIPPING
8.	REQUEST FOR ANNUAL REPORT	Shareholder	Against	For
	REGARDING INCENTIVE COMPENSATION
	PLANS
9.	INDEPENDENT CHAIRMAN POLICY	Shareholder	Against	For

Page 56 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

FREEPORT-MCMORAN INC.
Security	35671D857	Meeting Type	Annual
Ticker Symbol	FCX	Meeting Date	10-Jun-2015
ISIN	US35671D8570	Agenda	934198498 - Management

Item	Proposal			Vote	For/Against
1	DIRECTOR		Management
	1	RICHARD C. ADKERSON		For	For
	2	ROBERT J. ALLISON, JR.		For	For
	3	ALAN R. BUCKWALTER, III		For	For
	4	ROBERT A. DAY		For	For
	5	JAMES C. FLORES		For	For
	6	GERALD J. FORD		For	For
	7	THOMAS A. FRY, III		For	For
	8	H. DEVON GRAHAM, JR.		For	For
	9	LYDIA H. KENNARD		For	For
	10	CHARLES C. KRULAK		For	For
	11	BOBBY LEE LACKEY		For	For
	12	JON C. MADONNA		For	For
	13	DUSTAN E. MCCOY		For	For
	14	JAMES R. MOFFETT		For	For
	15	STEPHEN H. SIEGELE		For	For
	16	FRANCES FRAGOS TOWNSEND		For	For
2	APPROVAL, ON AN ADVISORY BASIS, OF		Management	For	For
	THE COMPENSATION OF OUR NAMED
	EXECUTIVE OFFICERS.
3	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	ERNST & YOUNG LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR 2015.
4	REAPPROVAL OF THE MATERIAL TERMS OF		Management	For	For
	THE SECTION 162(M) PERFORMANCE GOALS
	UNDER OUR AMENDED AND RESTATED 2006
	STOCK INCENTIVE PLAN.
5	STOCKHOLDER PROPOSAL REGARDING		Shareholder	Against	For
	PROXY ACCESS.

Page 57 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

TARGET CORPORATION
Security	87612E106	Meeting Type	Annual
Ticker Symbol	TGT	Meeting Date	10-Jun-2015
ISIN	US87612E1064	Agenda	934206435 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ROXANNE S.	Management	For	For
	AUSTIN
1B.	ELECTION OF DIRECTOR: DOUGLAS M.	Management	For	For
	BAKER, JR.
1C.	ELECTION OF DIRECTOR: BRIAN C.	Management	For	For
	CORNELL
1D.	ELECTION OF DIRECTOR: CALVIN DARDEN	Management	For	For
1E.	ELECTION OF DIRECTOR: HENRIQUE DE	Management	For	For
	CASTRO
1F.	ELECTION OF DIRECTOR: MARY E. MINNICK	Management	For	For
1G.	ELECTION OF DIRECTOR: ANNE M.	Management	For	For
	MULCAHY
1H.	ELECTION OF DIRECTOR: DERICA W. RICE	Management	For	For
1I.	ELECTION OF DIRECTOR: KENNETH L.	Management	For	For
	SALAZAR
1J.	ELECTION OF DIRECTOR: JOHN G. STUMPF	Management	For	For
2.	COMPANY PROPOSAL TO RATIFY THE	Management	For	For
	APPOINTMENT OF ERNST & YOUNG LLP AS
	OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.
3.	COMPANY PROPOSAL TO APPROVE, ON AN	Management	For	For
	ADVISORY BASIS, OUR EXECUTIVE
	COMPENSATION ("SAY-ON-PAY").
4.	COMPANY PROPOSAL TO APPROVE THE	Management	Against	Against
	AMENDED AND RESTATED TARGET
	CORPORATION 2011 LONG-TERM INCENTIVE
	PLAN.
5.	SHAREHOLDER PROPOSAL TO ADOPT A	Shareholder	Against	For
	POLICY FOR AN INDEPENDENT CHAIRMAN.
6.	SHAREHOLDER PROPOSAL TO ADOPT A	Shareholder	Against	For
	POLICY PROHIBITING DISCRIMINATION
	"AGAINST" OR "FOR" PERSONS.

Page 58 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

CELGENE CORPORATION
Security	151020104	Meeting Type	Annual
Ticker Symbol	CELG	Meeting Date	17-Jun-2015
ISIN	US1510201049	Agenda	934208489 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	ROBERT J. HUGIN		For	For
	2	R.W. BARKER, D. PHIL.		For	For
	3	MICHAEL W. BONNEY		For	For
	4	MICHAEL D. CASEY		For	For
	5	CARRIE S. COX		For	For
	6	MICHAEL A. FRIEDMAN, MD		For	For
	7	GILLA S. KAPLAN, PH.D.		For	For
	8	JAMES J. LOUGHLIN		For	For
	9	ERNEST MARIO, PH.D.		For	For
2.	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	KPMG LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2015.
3.	APPROVAL OF AN AMENDMENT AND		Management	Against	Against
	RESTATEMENT OF THE COMPANY'S 2008
	STOCK INCENTIVE PLAN.
4.	APPROVAL, BY NON-BINDING VOTE, OF		Management	Against	Against
	EXECUTIVE COMPENSATION OF THE
	COMPANY'S NAMED EXECUTIVE OFFICERS.
5.	STOCKHOLDER PROPOSAL DESCRIBED IN		Shareholder	Against	For
	MORE DETAIL IN THE PROXY STATEMENT.

TIME WARNER INC.
Security	887317303	Meeting Type	Annual
Ticker Symbol	TWX	Meeting Date	19-Jun-2015
ISIN	US8873173038	Agenda	934204784 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JAMES L.	Management	For	For
	BARKSDALE
1B.	ELECTION OF DIRECTOR: WILLIAM P. BARR	Management	For	For
1C.	ELECTION OF DIRECTOR: JEFFREY L.	Management	For	For
	BEWKES
1D.	ELECTION OF DIRECTOR: STEPHEN F.	Management	For	For
	BOLLENBACH
1E.	ELECTION OF DIRECTOR: ROBERT C. CLARK	Management	For	For
1F.	ELECTION OF DIRECTOR: MATHIAS	Management	For	For
	DOPFNER
1G.	ELECTION OF DIRECTOR: JESSICA P.	Management	For	For
	EINHORN
1H.	ELECTION OF DIRECTOR: CARLOS M.	Management	For	For
	GUTIERREZ
1I.	ELECTION OF DIRECTOR: FRED HASSAN	Management	For	For
1J.	ELECTION OF DIRECTOR: KENNETH J.	Management	For	For
	NOVACK
1K.	ELECTION OF DIRECTOR: PAUL D. WACHTER	Management	For	For
1L.	ELECTION OF DIRECTOR: DEBORAH C.	Management	For	For
	WRIGHT
2.	RATIFICATION OF APPOINTMENT OF	Management	For	For
	INDEPENDENT AUDITOR.
3.	ADVISORY VOTE TO APPROVE NAMED	Management	Against	Against
	EXECUTIVE OFFICER COMPENSATION.
4.	SHAREHOLDER PROPOSAL ON RIGHT TO	Shareholder	Against	For
	ACT BY WRITTEN CONSENT.
5.	SHAREHOLDER PROPOSAL ON TOBACCO	Shareholder	Against	For
	DEPICTIONS IN FILMS.
6.	SHAREHOLDER PROPOSAL ON	Shareholder	Against	For
	GREENHOUSE GAS EMISSIONS REDUCTION
	TARGETS.

Page 59 of 60

Thompson LargeCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

PETROCHINA COMPANY LIMITED
Security	71646E100	Meeting Type	Annual
Ticker Symbol	PTR	Meeting Date	23-Jun-2015
ISIN	US71646E1001	Agenda	934207627 - Management

Item	Proposal		Vote	For/Against
1.	TO CONSIDER AND APPROVE THE REPORT	Management	For	For
	OF THE BOARD OF DIRECTORS OF THE
	COMPANY FOR THE YEAR 2014.
2.	TO CONSIDER AND APPROVE THE REPORT	Management	For	For
	OF THE SUPERVISORY COMMITTEE OF THE
	COMPANY FOR THE YEAR 2014.
3.	TO CONSIDER AND APPROVE THE AUDITED	Management	For	For
	FINANCIAL STATEMENTS OF THE COMPANY
	FOR THE YEAR 2014.
4.	TO CONSIDER AND APPROVE THE	Management	For	For
	DECLARATION AND PAYMENT OF THE FINAL
	DIVIDEND FOR THE YEAR ENDED 31
	DECEMBER 2014 IN THE AMOUNT AND IN
	THE MANNER RECOMMENDED BY THE
	BOARD OF DIRECTORS.
5.	TO CONSIDER AND APPROVE THE	Management	For	For
	AUTHORISATION OF THE BOARD OF
	DIRECTORS TO DETERMINE THE
	DISTRIBUTION OF INTERIM DIVIDENDS FOR
	THE YEAR 2015.
6.	TO CONSIDER AND APPROVE THE	Management	For	For
	APPOINTMENT OF KPMG HUAZHEN AND
	KPMG, AS THE DOMESTIC AND
	INTERNATIONAL AUDITORS OF THE
	COMPANY, RESPECTIVELY, FOR THE YEAR
	2015 AND TO AUTHORISE THE BOARD OF
	DIRECTORS TO DETERMINE THEIR
	REMUNERATION.
7.	TO CONSIDER AND APPROVE THE	Management	For	For
	ELECTION OF MR. ZHAO ZHENGZHANG AS
	DIRECTOR OF THE COMPANY.
8.	TO CONSIDER AND APPROVE, BY WAY OF	Management	For	For
	SPECIAL RESOLUTION, TO GRANT A
	GENERAL MANDATE TO THE BOARD OF
	DIRECTORS TO SEPARATELY OR
	CONCURRENTLY ISSUE, ALLOT AND DEAL
	WITH ADDITIONAL DOMESTIC SHARES AND
	OVERSEAS LISTED FOREIGN SHARES IN
	THE COMPANY NOT EXCEEDING 20% OF
	EACH OF ITS EXISTING DOMESTIC SHARES
	AND OVERSEAS LISTED FOREIGN SHARES
	OF THE COMPANY IN ISSUE.
9.	TO CONSIDER AND APPROVE, BY WAY OF	Management	For	For
	SPECIAL RESOLUTION, TO
	UNCONDITIONALLY GRANT A GENERAL
	MANDATE TO DETERMINE AND HANDLE THE
	ISSUE OF DEBT FINANCING INSTRUMENTS
	OF THE COMPANY WITH THE OUTSTANDING
	BALANCE AMOUNT OF UP TO RMB150
	BILLION, UPON SUCH TERMS AND
	CONDITIONS TO BE DETERMINED BY THE
	BOARD OF DIRECTORS.
10.	TO CONSIDER AND APPROVE THE	Management
	ELECTION OF MR. WANG YILIN AS
	DIRECTOR OF THE COMPANY.

Page 60 of 60

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

BED BATH & BEYOND INC.
Security	075896100	Meeting Type	Annual
Ticker Symbol	BBBY	Meeting Date	07-Jul-2014
ISIN	US0758961009	Agenda	934041740 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: WARREN	Management	Against	Against
	EISENBERG
1B.	ELECTION OF DIRECTOR: LEONARD	Management	Against	Against
	FEINSTEIN
1C.	ELECTION OF DIRECTOR: STEVEN H.	Management	Against	Against
	TEMARES
1D.	ELECTION OF DIRECTOR: DEAN S. ADLER	Management	Against	Against
1E.	ELECTION OF DIRECTOR: STANLEY F.	Management	Against	Against
	BARSHAY
1F.	ELECTION OF DIRECTOR: GERALDINE T.	Management	Against	Against
	ELLIOTT
1G.	ELECTION OF DIRECTOR: KLAUS EPPLER	Management	Against	Against
1H.	ELECTION OF DIRECTOR: PATRICK R.	Management	Against	Against
	GASTON
1I.	ELECTION OF DIRECTOR: JORDAN HELLER	Management	Against	Against
1J.	ELECTION OF DIRECTOR: VICTORIA A.	Management	Against	Against
	MORRISON
2.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	KPMG LLP.
3.	TO APPROVE, BY NON-BINDING VOTE, THE	Management	Against	Against
	2013 COMPENSATION PAID TO THE
	COMPANY'S NAMED EXECUTIVE OFFICERS.

Page 1 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

STRATASYS LTD
Security	M85548101	Meeting Type	Annual
Ticker Symbol	SSYS	Meeting Date	10-Jul-2014
ISIN	IL0011267213	Agenda	934048073 - Management

Item	Proposal		Vote	For/Against
1.	ELECTION OF MS. ZIVA PATIR, WHO ALSO	Management	Against	Against
	QUALIFIES AS AN UNAFFILIATED DIRECTOR
	UNDER THE ISRAELI COMPANIES LAW 5759-
	1999, TO SERVE AS THE UNCLASSIFIED
	DIRECTOR OF THE COMPANY.
2.	APPROVAL OF A CASH BONUS OF 1,880,800	Management	For	For
	NEW ISRAELI SHEKELS ("NIS")
	(APPROXIMATELY $541,550) TO BE PAID TO
	MR. DAVID REIS, OUR CHIEF EXECUTIVE
	OFFICER AND A DIRECTOR, IN RESPECT OF
	HIS PERFORMANCE FOR THE YEAR ENDED
	DECEMBER 31, 2013.
3.	APPROVAL OF A CASH BONUS OF $177,716	Management	For	For
	TO BE PAID TO MR. S. SCOTT CRUMP, OUR
	CHAIRMAN AND CHIEF INNOVATION
	OFFICER, IN RESPECT OF HIS
	PERFORMANCE FOR THE YEAR ENDED
	DECEMBER 31, 2013.
4.	APPROVAL OF A CASH BONUS OF NIS	Management	For	For
	574,500 (APPROXIMATELY $165,420) TO BE
	PAID TO MR. ILAN LEVIN, A DIRECTOR AND
	CHAIRMAN OF BACCIO CORPORATION, THE
	PARENT ENTITY OF OUR MAKERBOT GROUP
	OF COMPANIES, IN RESPECT OF HIS
	PERFORMANCE FOR THE YEAR ENDED
	DECEMBER 31, 2013.
5A.	APPROVAL OF THE TERMS OF A GRANT OF	Management	For	For
	OPTIONS TO PURCHASE 22,000 ORDINARY
	SHARES, NOMINAL VALUE NIS 0.01 PER
	SHARE, OF STRATASYS LTD. TO MR.
	EDWARD J. FIERKO AS DIRECTOR OF THE
	COMPANY.
5B.	APPROVAL OF THE TERMS OF A GRANT OF	Management	For	For
	OPTIONS TO PURCHASE 22,000 ORDINARY
	SHARES, NOMINAL VALUE NIS 0.01 PER
	SHARE, OF STRATASYS LTD. TO MR. JOHN J.
	MCELENEY AS DIRECTOR OF THE COMPANY
5C.	APPROVAL OF THE TERMS OF A GRANT OF	Management	For	For
	OPTIONS TO PURCHASE 22,000 ORDINARY
	SHARES, NOMINAL VALUE NIS 0.01 PER
	SHARE, OF STRATASYS LTD. TO MR.
	CLIFFORD H. SCHWIETER AS DIRECTOR OF
	THE COMPANY
6.	APPROVAL OF AN INCREASE IN THE	Management	For	For
	COVERAGE UNDER THE COMPANY'S
	DIRECTORS AND OFFICERS LIABILITY
	INSURANCE POLICY TO AGGREGATE
	MAXIMUM COVERAGE OF $80 MILLION.
7.	RE-APPOINTMENT OF KESSELMAN &	Management	For	For
	KESSELMAN, A MEMBER OF
	PRICEWATERHOUSECOOPERS
	INTERNATIONAL LIMITED, AS THE
	COMPANY'S INDEPENDENT AUDITORS FOR
	THE YEAR ENDING DECEMBER 31, 2014 AND
	UNTIL ITS NEXT ANNUAL GENERAL MEETING
	OF SHAREHOLDERS, AND TO AUTHORIZE
	THE BOARD (UPON RECOMMENDATION OF
	THE AUDIT COMMITTEE) TO FIX THEIR
	REMUNERATION.

Page 2 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

EXACT SCIENCES CORPORATION
Security	30063P105	Meeting Type	Annual
Ticker Symbol	EXAS	Meeting Date	24-Jul-2014
ISIN	US30063P1057	Agenda	934050357 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	MANEESH K. ARORA		For	For
	2	JAMES E. DOYLE		For	For
	3	LIONEL N. STERLING		For	For
2.	PROPOSAL TO APPROVE ON AN ADVISORY		Management	For	For
	BASIS THE COMPENSATION OF THE
	COMPANY'S NAMED EXECUTIVE OFFICERS.
3.	PROPOSAL TO APPROVE THE AMENDMENT		Management	For	For
	TO THE 2010 EMPLOYEE STOCK PURCHASE
	PLAN TO INCREASE THE NUMBER OF
	SHARES RESERVED FOR ISSUANCE
	THEREUNDER BY 500,000 SHARES.
4.	TO APPROVE THE AMENDMENT TO OUR		Management	Against	Against
	CERTIFICATE OF INCORPORATION
	INCREASING THE NUMBER OF AUTHORIZED
	SHARES OF COMMON STOCK FROM
	100,000,000 SHARES TO 200,000,000
	SHARES.
5.	PROPOSAL TO RATIFY THE SELECTION OF		Management	For	For
	BDO USA, LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR 2014.

MCKESSON CORPORATION
Security	58155Q103	Meeting Type	Annual
Ticker Symbol	MCK	Meeting Date	30-Jul-2014
ISIN	US58155Q1031	Agenda	934050345 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ANDY D. BRYANT	Management	Against	Against
1B.	ELECTION OF DIRECTOR: WAYNE A. BUDD	Management	Against	Against
1C.	ELECTION OF DIRECTOR: N. ANTHONY	Management	Against	Against
	COLES, M.D.
1D.	ELECTION OF DIRECTOR: JOHN H.	Management	Against	Against
	HAMMERGREN
1E.	ELECTION OF DIRECTOR: ALTON F. IRBY III	Management	Against	Against
1F.	ELECTION OF DIRECTOR: M. CHRISTINE	Management	Against	Against
	JACOBS
1G.	ELECTION OF DIRECTOR: MARIE L.	Management	Against	Against
	KNOWLES
1H.	ELECTION OF DIRECTOR: DAVID M.	Management	Against	Against
	LAWRENCE, M.D.
1I.	ELECTION OF DIRECTOR: EDWARD A.	Management	Against	Against
	MUELLER
2.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	DELOITTE & TOUCHE LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR THE FISCAL
	YEAR ENDING MARCH 31, 2015.
3.	ADVISORY VOTE ON EXECUTIVE	Management	Against	Against
	COMPENSATION.
4.	SHAREHOLDER PROPOSAL ON ACTION BY	Shareholder	Against	For
	WRITTEN CONSENT OF SHAREHOLDERS.
5.	SHAREHOLDER PROPOSAL ON DISCLOSURE	Shareholder	For	Against
	OF POLITICAL CONTRIBUTIONS AND
	EXPENDITURES.
6.	SHAREHOLDER PROPOSAL ON	Shareholder	For	Against
	ACCELERATED VESTING OF EQUITY
	AWARDS.

Page 3 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ELECTRONIC ARTS INC.
Security	285512109	Meeting Type	Annual
Ticker Symbol	EA	Meeting Date	31-Jul-2014
ISIN	US2855121099	Agenda	934046586 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: LEONARD S.	Management	Against	Against
	COLEMAN
1B.	ELECTION OF DIRECTOR: JAY C. HOAG	Management	Against	Against
1C.	ELECTION OF DIRECTOR: JEFFREY T.	Management	Against	Against
	HUBER
1D.	ELECTION OF DIRECTOR: VIVEK PAUL	Management	Against	Against
1E.	ELECTION OF DIRECTOR: LAWRENCE F.	Management	Against	Against
	PROBST
1F.	ELECTION OF DIRECTOR: RICHARD A.	Management	Against	Against
	SIMONSON
1G.	ELECTION OF DIRECTOR: LUIS A. UBINAS	Management	Against	Against
1H.	ELECTION OF DIRECTOR: DENISE F.	Management	Against	Against
	WARREN
1I.	ELECTION OF DIRECTOR: ANDREW WILSON	Management	Against	Against
2.	ADVISORY VOTE ON THE COMPENSATION	Management	Against	Against
	OF THE NAMED EXECUTIVE OFFICERS.
3.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	KPMG LLP AS INDEPENDENT AUDITORS FOR
	THE FISCAL YEAR ENDING MARCH 31, 2015.

THE J. M. SMUCKER COMPANY
Security	832696405	Meeting Type	Annual
Ticker Symbol	SJM	Meeting Date	13-Aug-2014
ISIN	US8326964058	Agenda	934053151 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: VINCENT C. BYRD	Management	Against	Against
1B.	ELECTION OF DIRECTOR: ELIZABETH VALK	Management	Against	Against
	LONG
1C.	ELECTION OF DIRECTOR: SANDRA	Management	Against	Against
	PIANALTO
1D.	ELECTION OF DIRECTOR: MARK T.	Management	Against	Against
	SMUCKER
2.	RATIFICATION OF APPOINTMENT OF ERNST	Management	For	For
	& YOUNG LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE 2015 FISCAL
	YEAR.
3.	ADVISORY APPROVAL OF THE COMPANY'S	Management	For	For
	EXECUTIVE COMPENSATION.
4.	ADOPTION OF AN AMENDMENT TO THE	Management	For	For
	COMPANY'S AMENDED REGULATIONS TO
	SET FORTH A GENERAL VOTING STANDARD
	FOR ACTION BY SHAREHOLDERS.

Page 4 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

PATTERSON COMPANIES, INC.
Security	703395103	Meeting Type	Annual
Ticker Symbol	PDCO	Meeting Date	08-Sep-2014
ISIN	US7033951036	Agenda	934061615 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	JOHN D. BUCK		For	For
	2	JODY H. FERAGEN		For	For
	3	SARENA S. LIN		For	For
	4	NEIL A. SCHRIMSHER		For	For
	5	LES C. VINNEY		For	For
2.	APPROVAL OF OUR 2014 SHARESAVE PLAN.		Management	For	For
3.	ADVISORY APPROVAL OF EXECUTIVE		Management	For	For
	COMPENSATION.
4.	TO RATIFY THE SELECTION OF ERNST &		Management	For	For
	YOUNG LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE FISCAL YEAR ENDING APRIL 25,
	2015.

INVENSENSE, INC.
Security	46123D205	Meeting Type	Annual
Ticker Symbol	INVN	Meeting Date	12-Sep-2014
ISIN	US46123D2053	Agenda	934061160 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	BEHROOZ ABDI		For	For
	2	ERIC STANG		For	For
2.	RATIFICATION OF THE SELECTION BY THE		Management	For	For
	AUDIT COMMITTEE OF OUR BOARD OF
	DIRECTORS OF DELOITTE & TOUCHE LLP AS
	OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR OUR FISCAL YEAR
	ENDING MARCH 29, 2015.

Page 5 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

TAKE-TWO INTERACTIVE SOFTWARE, INC.
Security	874054109	Meeting Type	Annual
Ticker Symbol	TTWO	Meeting Date	16-Sep-2014
ISIN	US8740541094	Agenda	934062693 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	STRAUSS ZELNICK		For	For
	2	ROBERT A. BOWMAN		For	For
	3	MICHAEL DORNEMANN		For	For
	4	J MOSES		For	For
	5	MICHAEL SHERESKY		For	For
	6	SUSAN TOLSON		For	For
2.	APPROVAL OF CERTAIN AMENDMENTS TO		Management	Against	Against
	THE TAKE-TWO INTERACTIVE SOFTWARE,
	INC. 2009 STOCK INCENTIVE PLAN AND RE-
	APPROVAL OF THE PERFORMANCE GOALS
	SPECIFIED THEREIN.
3.	APPROVAL, ON A NON-BINDING ADVISORY		Management	For	For
	BASIS, OF THE COMPENSATION OF THE
	COMPANY'S "NAMED EXECUTIVE OFFICERS"
	AS DISCLOSED IN THE PROXY STATEMENT.
4.	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	ERNST & YOUNG LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE FISCAL YEAR ENDING MARCH 31,
	2015.

PEPCO HOLDINGS, INC.
Security	713291102	Meeting Type	Special
Ticker Symbol	POM	Meeting Date	23-Sep-2014
ISIN	US7132911022	Agenda	934069368 - Management

Item	Proposal		Vote	For/Against
1.	TO ADOPT THE AGREEMENT AND PLAN OF	Management	For	For
	MERGER, DATED AS OF APRIL 29, 2014, AS
	AMENDED AND RESTATED BY THE
	AMENDED AND RESTATED AGREEMENT
	AND PLAN OF MERGER, DATED AS OF JULY
	18, 2014 (THE "MERGER AGREEMENT"),
	AMONG PEPCO HOLDINGS, INC., A
	DELAWARE CORPORATION ("PHI"), EXELON
	CORPORATION, A PENNSYLVANIA
	CORPORATION, & PURPLE ACQUISITION
	CORP., A DELAWARE CORPORATION AND
	AN INDIRECT, WHOLLY-OWNED SUBSIDIARY
	OF EXELON CORPORATION, WHEREBY
	PURPLE ACQUISITION CORP. WILL BE
	MERGED WITH AND INTO PHI, WITH PHI
	BEING THE SURVIVING CORPORATION (THE
	"MERGER").
2.	TO APPROVE, ON A NON-BINDING,	Management	Against	Against
	ADVISORY BASIS, THE COMPENSATION
	THAT MAY BE PAID OR BECOME PAYABLE
	TO THE NAMED EXECUTIVE OFFICERS OF
	PHI IN CONNECTION WITH THE COMPLETION
	OF THE MERGER.
3.	TO APPROVE AN ADJOURNMENT OF THE	Management	For	For
	SPECIAL MEETING, IF NECESSARY OR
	APPROPRIATE, TO SOLICIT ADDITIONAL
	PROXIES IF THERE ARE NOT SUFFICIENT
	VOTES AT THAT TIME TO APPROVE THE
	PROPOSAL TO ADOPT THE MERGER
	AGREEMENT.

Page 6 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

DARDEN RESTAURANTS, INC.
Security	237194105	Meeting Type	Contested-Annual
Ticker Symbol	DRI	Meeting Date	10-Oct-2014
ISIN	US2371941053	Agenda	934072632 - Opposition

Item	Proposal			Vote	For/Against
1	DIRECTOR		Management
	1	BETSY S. ATKINS		For	For
	2	MARGARET S. ATKINS		For	For
	3	JEAN M. BIRCH		For	For
	4	BRADLEY D. BLUM		For	For
	5	PETER A. FELD		For	For
	6	JAMES P. FOGARTY		For	For
	7	CYNTHIA T. JAMISON		For	For
	8	WILLIAM H. LENEHAN		For	For
	9	LIONEL L. NOWELL, III		For	For
	10	JEFFREY C. SMITH		For	For
	11	CHARLES M. SONSTEBY		For	For
	12	ALAN N. STILLMAN		For	For
2	COMPANY'S PROPOSAL TO OBTAIN		Management	Against	N/A
	ADVISORY APPROVAL OF THE COMPANY'S
	EXECUTIVE COMPENSATION.
3	COMPANY'S PROPOSAL TO RATIFY THE		Management	For	N/A
	APPOINTMENT OF KPMG LLP AS THE
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM OF THE COMPANY FOR
	THE FISCAL YEAR ENDING MAY 31, 2015.
4	COMPANY'S PROPOSAL TO APPROVE AN		Management	For	For
	AMENDMENT TO THE COMPANY'S BYLAWS
	TO PROVIDE FOR PROXY ACCESS.
5	SHAREHOLDER'S PROPOSAL TO APPROVE A		Management	For	For
	RESOLUTION REGARDING POLITICAL
	CONTRIBUTIONS, IF PROPERLY PRESENTED
	AT THE ANNUAL MEETING.
6	SHAREHOLDER'S PROPOSAL TO APPROVE A		Management	For	For
	RESOLUTION REGARDING LOBBYING
	DISCLOSURES, IF PROPERLY PRESENTED
	AT THE ANNUAL MEETING.

DARDEN RESTAURANTS, INC.
Security	237194105	Meeting Type	Contested-Annual
Ticker Symbol	DRI	Meeting Date	10-Oct-2014
ISIN	US2371941053	Agenda	934074787 - Management

Item	Proposal			Vote	For/Against
01	DIRECTOR		Management
	1	MICHAEL W. BARNES		Withheld	Against
	2	GREGORY L. BURNS		Withheld	Against
	3	JEFFREY H. FOX		Withheld	Against
	4	CHRISTOPHER J. FRALEIGH		Withheld	Against
	5	STEVE ODLAND		Withheld	Against
	6	MICHAEL D. ROSE		Withheld	Against
	7	MARIA A. SASTRE		Withheld	Against
	8	ENRIQUE SILVA		Withheld	Against
02	TO APPROVE A RESOLUTION PROVIDING		Management	Against	Against
	ADVISORY APPROVAL OF THE COMPANY'S
	EXECUTIVE COMPENSATION.
03	TO RATIFY THE APPOINTMENT OF KPMG LLP		Management	For	For
	AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING MAY 31, 2015.
04	TO APPROVE AN AMENDMENT TO THE		Management	For	For
	COMPANY'S BYLAWS TO PROVIDE FOR
	PROXY ACCESS.
05	TO CONSIDER A SHAREHOLDER PROPOSAL		Shareholder	For	Against
	REGARDING POLITICAL CONTRIBUTIONS.
06	TO CONSIDER A SHAREHOLDER PROPOSAL		Shareholder	For	Against
	REGARDING LOBBYING DISCLOSURE.

Page 7 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

CINTAS CORPORATION
Security	172908105	Meeting Type	Annual
Ticker Symbol	CTAS	Meeting Date	21-Oct-2014
ISIN	US1729081059	Agenda	934073278 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: GERALD S.	Management	For	For
	ADOLPH
1B.	ELECTION OF DIRECTOR: JOHN F. BARRETT	Management	For	For
1C.	ELECTION OF DIRECTOR: MELANIE W.	Management	For	For
	BARSTAD
1D.	ELECTION OF DIRECTOR: RICHARD T.	Management	For	For
	FARMER
1E.	ELECTION OF DIRECTOR: SCOTT D. FARMER	Management	For	For
1F.	ELECTION OF DIRECTOR: JAMES J.	Management	For	For
	JOHNSON
1G.	ELECTION OF DIRECTOR: ROBERT J.	Management	For	For
	KOHLHEPP
1H.	ELECTION OF DIRECTOR: JOSEPH	Management	For	For
	SCAMINACE
1I.	ELECTION OF DIRECTOR: RONALD W.	Management	For	For
	TYSOE
2.	TO APPROVE, ON AN ADVISORY BASIS,	Management	For	For
	NAMED EXECUTIVE OFFICER
	COMPENSATION.
3.	TO APPROVE AMENDMENT NO. 4 TO THE	Management	Against	Against
	CINTAS CORPORATION 2005 EQUITY
	COMPENSATION PLAN.
4.	TO RATIFY ERNST & YOUNG LLP AS OUR	Management	For	For
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR FISCAL YEAR 2015.

LINEAR TECHNOLOGY CORPORATION
Security	535678106	Meeting Type	Annual
Ticker Symbol	LLTC	Meeting Date	05-Nov-2014
ISIN	US5356781063	Agenda	934079256 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ROBERT H.	Management	For	For
	SWANSON, JR.
1B.	ELECTION OF DIRECTOR: LOTHAR MAIER	Management	For	For
1C.	ELECTION OF DIRECTOR: ARTHUR C.	Management	For	For
	AGNOS
1D.	ELECTION OF DIRECTOR: JOHN J. GORDON	Management	For	For
1E.	ELECTION OF DIRECTOR: DAVID S. LEE	Management	For	For
1F.	ELECTION OF DIRECTOR: RICHARD M.	Management	For	For
	MOLEY
1G.	ELECTION OF DIRECTOR: THOMAS S. VOLPE	Management	For	For
2.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	For	For
	COMPENSATION.
3.	TO RATIFY THE APPOINTMENT OF ERNST &	Management	For	For
	YOUNG LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM OF
	THE COMPANY FOR THE FISCAL YEAR
	ENDING JUNE 28, 2015.
4.	RE-APPROVAL OF THE EXECUTIVE BONUS	Management	For	For
	PLAN.
5.	NON-BINDING STOCKHOLDER PROPOSAL	Shareholder	Against	For
	REGARDING DIRECTOR ELECTION
	MAJORITY VOTE STANDARD.

Page 8 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

COACH, INC.
Security	189754104	Meeting Type	Annual
Ticker Symbol	COH	Meeting Date	06-Nov-2014
ISIN	US1897541041	Agenda	934078874 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	DAVID DENTON		For	For
	2	SUSAN KROPF		For	For
	3	GARY LOVEMAN		For	For
	4	VICTOR LUIS		For	For
	5	IVAN MENEZES		For	For
	6	WILLIAM NUTI		For	For
	7	STEPHANIE TILENIUS		For	For
	8	JIDE ZEITLIN		For	For
2	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	DELOITTE & TOUCHE LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR FISCAL
	YEAR 2015
3	APPROVAL, ON A NON-BINDING ADVISORY		Management	For	For
	BASIS, OF THE COMPANY'S EXECUTIVE
	COMPENSATION AS DISCLOSED IN THE
	PROXY STATEMENT FOR THE 2014 ANNUAL
	MEETING
4	APPROVAL OF THE AMENDED AND		Management	For	For
	RESTATED COACH, INC. 2010 STOCK
	INCENTIVE PLAN

Page 9 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

MAXIM INTEGRATED PRODUCTS, INC.
Security	57772K101	Meeting Type	Annual
Ticker Symbol	MXIM	Meeting Date	12-Nov-2014
ISIN	US57772K1016	Agenda	934082304 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	B. KIPLING HAGOPIAN		For	For
	2	TUNC DOLUCA		For	For
	3	JAMES R. BERGMAN		For	For
	4	JOSEPH R. BRONSON		For	For
	5	ROBERT E. GRADY		For	For
	6	WILLIAM D. WATKINS		For	For
	7	A.R. FRANK WAZZAN		For	For
2.	TO RATIFY THE APPOINTMENT OF DELOITTE		Management	For	For
	& TOUCHE LLP AS MAXIM INTEGRATED'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING JUNE 27, 2015.
3.	TO RATIFY AND APPROVE AN AMENDMENT		Management	For	For
	TO MAXIM INTEGRATED'S 2008 .. (DUE TO
	SPACE LIMITS, SEE PROXY STATEMENT FOR
	FULL PROPOSAL).
4.	TO RATIFY AND APPROVE AN AMENDMENT		Management	Against	Against
	TO MAXIM INTEGRATED'S 1996 STOCK
	INCENTIVE PLAN TO INCREASE THE
	NUMBER OF SHARES AVAILABLE FOR
	ISSUANCE THEREUNDER BY 5,000,000
	SHARES AND TO EXTEND THE PLAN'S TERM
	BY 10 YEARS.
5.	TO RATIFY AND APPROVE AN AMENDMENT		Management	Against	Against
	TO MAXIM INTEGRATED'S RESTATED
	CERTIFICATE OF INCORPORATION TO
	ELIMINATE THE ABILITY OF STOCKHOLDERS
	TO CUMULATE THEIR VOTES IN FUTURE
	ELECTIONS OF DIRECTORS.
6.	ADVISORY VOTE ON EXECUTIVE		Management	For	For
	COMPENSATION.
7.	TO APPROVE THE ADOPTION OF MAXIM		Management	For	For
	INTEGRATED'S EXECUTIVE BONUS PLAN, A
	BONUS PLAN FOR THE COMPANY'S
	EXECUTIVE OFFICERS COMPLIANT WITH
	SECTION 162(M) OF THE INTERNAL
	REVENUE CODE.

Page 10 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

RESMED INC.
Security	761152107	Meeting Type	Annual
Ticker Symbol	RMD	Meeting Date	19-Nov-2014
ISIN	US7611521078	Agenda	934082746 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MICHAEL FARRELL	Management	For	For
1B.	ELECTION OF DIRECTOR: CHRIS ROBERTS	Management	For	For
1C.	ELECTION OF DIRECTOR: JACK WAREHAM	Management	For	For
2.	RATIFY OUR APPOINTMENT OF KPMG LLP	Management	For	For
	AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING JUNE 30, 2015.
3.	APPROVE, ON AN ADVISORY BASIS, THE	Management	For	For
	COMPENSATION PAID TO OUR NAMED
	EXECUTIVE OFFICERS, AS DESCRIBED IN
	THE PROXY STATEMENT.

DRESSER-RAND GROUP INC.
Security	261608103	Meeting Type	Special
Ticker Symbol	DRC	Meeting Date	20-Nov-2014
ISIN	US2616081038	Agenda	934092470 - Management

Item	Proposal		Vote	For/Against
1.	TO CONSIDER AND VOTE UPON A	Management	For	For
	PROPOSAL TO APPROVE AND ADOPT THE
	AGREEMENT AND PLAN OF MERGER, DATED
	AS OF SEPTEMBER 21, 2014, BY AND AMONG
	DRESSER-RAND GROUP INC., SIEMENS
	ENERGY, INC. AND DYNAMO ACQUISITION
	CORPORATION.
2.	TO CONSIDER AND VOTE UPON A	Management	For	For
	PROPOSAL TO APPROVE AN ADJOURNMENT
	OF THE SPECIAL MEETING OF
	STOCKHOLDERS OF DRESSER-RAND
	GROUP INC., IF NECESSARY.
3.	TO CONSIDER AND VOTE ON A PROPOSAL	Management	Against	Against
	TO APPROVE, ON A NON-BINDING,
	ADVISORY BASIS, CERTAIN COMPENSATION
	THAT WILL OR MAY BE PAID BY DRESSER-
	RAND GROUP INC. TO ITS NAMED
	EXECUTIVE OFFICERS THAT IS BASED ON
	OR OTHERWISE RELATES TO THE MERGER.

Page 11 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

MYRIAD GENETICS, INC.
Security	62855J104	Meeting Type	Annual
Ticker Symbol	MYGN	Meeting Date	04-Dec-2014
ISIN	US62855J1043	Agenda	934087392 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	WALTER GILBERT, PH.D.		For	For
	2	D.H. LANGER, M.D., J.D.		For	For
	3	LAWRENCE C. BEST		For	For
2.	TO APPROVE A PROPOSED AMENDMENT TO		Management	Against	Against
	THE COMPANY'S 2010 EMPLOYEE,
	DIRECTOR AND CONSULTANT EQUITY
	INCENTIVE PLAN
3.	TO RATIFY THE SELECTION OF ERNST &		Management	For	For
	YOUNG LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING JUNE 30, 2015
4.	TO APPROVE, ON AN ADVISORY BASIS, THE		Management	For	For
	COMPENSATION OF THE COMPANY'S
	NAMED EXECUTIVE OFFICERS, AS
	DISCLOSED IN THE PROXY STATEMENT

ARUBA NETWORKS, INC.
Security	043176106	Meeting Type	Annual
Ticker Symbol	ARUN	Meeting Date	05-Dec-2014
ISIN	US0431761065	Agenda	934089651 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	DOMINIC P. ORR		For	For
	2	KEERTI MELKOTE		For	For
	3	BERNARD GUIDON		For	For
	4	EMMANUEL HERNANDEZ		For	For
	5	MICHAEL R. KOUREY		For	For
	6	WILLEM P. ROELANDTS		For	For
	7	JUERGEN ROTTLER		For	For
	8	DANIEL WARMENHOVEN		For	For
2.	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR THE FISCAL
	YEAR ENDING JULY 31, 2015.
3.	APPROVAL, ON A NON-BINDING, ADVISORY		Management	For	For
	BASIS, OF THE COMPENSATION OF THE
	COMPANY'S NAMED EXECUTIVE OFFICERS.

Page 12 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

JDS UNIPHASE CORPORATION
Security	46612J507	Meeting Type	Annual
Ticker Symbol	JDSU	Meeting Date	05-Dec-2014
ISIN	US46612J5074	Agenda	934089156 - Management

Item	Proposal		Vote	For/Against
1.1	ELECTION OF DIRECTOR: KEITH BARNES	Management	For	For
1.2	ELECTION OF DIRECTOR: TIMOTHY CAMPOS	Management	For	For
1.3	ELECTION OF DIRECTOR: PENELOPE A.	Management	For	For
	HERSCHER
1.4	ELECTION OF DIRECTOR: MASOOD JABBAR	Management	For	For
1.5	ELECTION OF DIRECTOR: MARTIN A.	Management	For	For
	KAPLAN
1.6	ELECTION OF DIRECTOR: THOMAS	Management	For	For
	WAECHTER
2	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	INDEPENDENT PUBLIC ACCOUNTING FIRM
	FOR JDS UNIPHASE CORPORATION FOR
	THE FISCAL YEAR ENDING JUNE 27, 2015.
3	TO APPROVE, BY NON-BINDING ADVISORY	Management	For	For
	VOTE, THE COMPENSATION OF OUR NAMED
	EXECUTIVE OFFICERS.
4	TO APPROVE AMENDMENTS TO OUR	Management	Against	Against
	AMENDED AND RESTATED 2003 EQUITY
	INCENTIVE PLAN.

SILICON GRAPHICS INTERNATIONAL CORP
Security	82706L108	Meeting Type	Annual
Ticker Symbol	SGI	Meeting Date	09-Dec-2014
ISIN	US82706L1089	Agenda	934091404 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	RONALD D. VERDOORN		For	For
	2	CHARLES M. BOESENBERG		For	For
	3	GARY A. GRIFFITHS		For	For
	4	MICHAEL W. HAGEE		For	For
	5	DOUGLAS R. KING		For	For
	6	HAGI SCHWARTZ		For	For
	7	JORGE L. TITINGER		For	For
2.	TO APPROVE THE ADOPTION OF THE		Management	Against	Against
	COMPANY'S 2014 OMNIBUS INCENTIVE
	PLAN.
3.	TO APPROVE THE COMPANY'S AMENDED		Management	For	For
	AND RESTATED EMPLOYEE STOCK
	PURCHASE PLAN.
4.	TO RATIFY THE SELECTION BY THE AUDIT		Management	For	For
	COMMITTEE OF THE BOARD OF DIRECTORS
	OF DELOITTE & TOUCHE LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR THE FISCAL
	YEAR ENDING JUNE 26, 2015.
5.	TO APPROVE A NON-BINDING, ADVISORY		Management	For	For
	RESOLUTION ON EXECUTIVE
	COMPENSATION.

Page 13 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

D.R. HORTON, INC.
Security	23331A109	Meeting Type	Annual
Ticker Symbol	DHI	Meeting Date	22-Jan-2015
ISIN	US23331A1097	Agenda	934112246 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: DONALD R.	Management	For	For
	HORTON
1B.	ELECTION OF DIRECTOR: BARBARA K.	Management	For	For
	ALLEN
1C.	ELECTION OF DIRECTOR: BRAD S.	Management	For	For
	ANDERSON
1D.	ELECTION OF DIRECTOR: MICHAEL R.	Management	For	For
	BUCHANAN
1E.	ELECTION OF DIRECTOR: MICHAEL W.	Management	For	For
	HEWATT
2.	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	Against	Against
	COMPENSATION.
3.	TO APPROVE THE 2006 STOCK INCENTIVE	Management	Against	Against
	PLAN AS AMENDED AND RESTATED.
4.	RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.

MUELLER WATER PRODUCTS, INC.
Security	624758108	Meeting Type	Annual
Ticker Symbol	MWA	Meeting Date	28-Jan-2015
ISIN	US6247581084	Agenda	934109136 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	SHIRLEY C. FRANKLIN		For	For
	2	THOMAS J. HANSEN		For	For
	3	GREGORY E. HYLAND		For	For
	4	JERRY W. KOLB		For	For
	5	JOSEPH B. LEONARD		For	For
	6	MARK J. O'BRIEN		For	For
	7	BERNARD G. RETHORE		For	For
	8	NEIL A. SPRINGER		For	For
	9	LYDIA W. THOMAS		For	For
	10	MICHAEL T. TOKARZ		For	For
2.	TO APPROVE, ON AN ADVISORY BASIS, THE		Management	For	For
	COMPENSATION OF THE COMPANY'S
	NAMED EXECUTIVE OFFICERS.
3.	TO RATIFY THE APPOINTMENT OF ERNST &		Management	For	For
	YOUNG LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING SEPTEMBER 30, 2015.

Page 14 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ROCKWELL AUTOMATION, INC.
Security	773903109	Meeting Type	Annual
Ticker Symbol	ROK	Meeting Date	03-Feb-2015
ISIN	US7739031091	Agenda	934110773 - Management

Item	Proposal			Vote	For/Against
A.	DIRECTOR		Management
	1	BETTY C. ALEWINE		For	For
	2	J. PHILLIP HOLLOMAN		For	For
	3	VERNE G. ISTOCK		For	For
	4	LAWRENCE D. KINGSLEY		For	For
	5	LISA A. PAYNE		For	For
B.	TO APPROVE THE SELECTION OF DELOITTE		Management	For	For
	& TOUCHE LLP AS THE CORPORATION'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.
C.	TO APPROVE, ON AN ADVISORY BASIS, THE		Management	For	For
	COMPENSATION OF THE CORPORATION'S
	NAMED EXECUTIVE OFFICERS.
D.	TO APPROVE A MAJORITY VOTE STANDARD		Management	For	For
	FOR UNCONTESTED DIRECTOR ELECTIONS.

STRATASYS LTD
Security	M85548101	Meeting Type	Special
Ticker Symbol	SSYS	Meeting Date	03-Feb-2015
ISIN	IL0011267213	Agenda	934117789 - Management

Item	Proposal		Vote	For/Against
1.	THE APPROVAL OF AMENDMENTS TO THE	Management	For	For
	COMPANY'S CURRENT AMENDED AND
	RESTATED ARTICLES OF ASSOCIATION, AS
	AMENDED (THE "ARTICLES OF
	ASSOCIATION"), THAT (I) REFLECT THE
	EXPIRATION OF THE INITIAL TWO-YEAR
	TERM FOLLOWING THE OBJET LTD.-
	STRATASYS, INC. MERGER, INCLUDING THE
	ELIMINATION OF CLASS A DIRECTOR AND
	CLASS B DIRECTOR CLASSIFICATIONS FOR
	MEMBERS OF OUR BOARD OF DIRECTORS
	(THE "BOARD"), (II) PROVIDE PROCEDURES
	FOR SHAREHOLDER PROPOSALS AND
	SHAREHOLDER NOMINATIONS FOR
	DIRECTORS AT GENERAL ... (DUE TO SPACE
	LIMITS, SEE PROXY STATEMENT FOR FULL
	PROPOSAL)
2A.	ELECTION OF DIRECTOR: S. SCOTT CRUMP	Management	For	For
2B.	ELECTION OF DIRECTOR: ELCHANAN	Management	For	For
	JAGLOM
2C.	ELECTION OF DIRECTOR: EDWARD J.	Management	For	For
	FIERKO
2D.	ELECTION OF DIRECTOR: ILAN LEVIN	Management	For	For
2E.	ELECTION OF DIRECTOR: JOHN J.	Management	For	For
	MCELENEY
2F.	ELECTION OF DIRECTOR: DAVID REIS	Management	For	For
2G.	ELECTION OF DIRECTOR: CLIFFORD H.	Management	For	For
	SCHWIETER
3.	THE APPROVAL OF AMENDMENTS TO THE	Management	For	For
	COMPENSATION POLICY FOR THE
	COMPANY'S EXECUTIVE OFFICERS AND
	DIRECTORS, IN ACCORDANCE WITH THE
	REQUIREMENTS OF THE COMPANIES LAW

Page 15 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

LIQUIDITY SERVICES, INC.
Security	53635B107	Meeting Type	Annual
Ticker Symbol	LQDT	Meeting Date	26-Feb-2015
ISIN	US53635B1070	Agenda	934121144 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	PATRICK W. GROSS		For	For
	2	BEATRIZ V. INFANTE		For	For
2.	RATIFICATION OF ERNST & YOUNG LLP AS		Management	For	For
	THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR FISCAL 2015.
3.	APPROVAL OF AN ADVISORY RESOLUTION		Management	For	For
	ON EXECUTIVE COMPENSATION.
4.	APPROVAL OF AN AMENDMENT AND		Management	Against	Against
	RESTATEMENT OF THE 2006 OMNIBUS
	LONG-TERM INCENTIVE PLAN TO INCREASE
	THE AUTHORIZED NUMBER OF SHARES AND
	TO MAKE CERTAIN OTHER CHANGES.

HOLOGIC, INC.
Security	436440101	Meeting Type	Annual
Ticker Symbol	HOLX	Meeting Date	03-Mar-2015
ISIN	US4364401012	Agenda	934118250 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	JONATHAN CHRISTODORO		For	For
	2	SALLY W. CRAWFORD		For	For
	3	SCOTT T. GARRETT		For	For
	4	DAVID R. LAVANCE, JR.		For	For
	5	NANCY L. LEAMING		For	For
	6	LAWRENCE M. LEVY		For	For
	7	STEPHEN P. MACMILLAN		For	For
	8	SAMUEL MERKSAMER		For	For
	9	CHRISTIANA STAMOULIS		For	For
	10	ELAINE S. ULLIAN		For	For
	11	WAYNE WILSON		For	For
2.	A NON-BINDING ADVISORY RESOLUTION TO		Management	For	For
	APPROVE EXECUTIVE COMPENSATION.
3.	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	ERNST & YOUNG LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR FISCAL 2015.
4.	SHAREHOLDER PROPOSAL REGARDING A		Shareholder	For	Against
	SEVERANCE APPROVAL POLICY.
5.	SHAREHOLDER PROPOSAL REGARDING		Shareholder	Against	For
	SHAREHOLDER INPUT ON POISON PILLS.

Page 16 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

HELMERICH & PAYNE, INC.
Security	423452101	Meeting Type	Annual
Ticker Symbol	HP	Meeting Date	04-Mar-2015
ISIN	US4234521015	Agenda	934119480 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: WILLIAM L.	Management	For	For
	ARMSTRONG
1B.	ELECTION OF DIRECTOR: RANDY A. FOUTCH	Management	For	For
1C.	ELECTION OF DIRECTOR: HANS HELMERICH	Management	For	For
1D.	ELECTION OF DIRECTOR: JOHN W. LINDSAY	Management	For	For
1E.	ELECTION OF DIRECTOR: PAULA MARSHALL	Management	For	For
1F.	ELECTION OF DIRECTOR: THOMAS A.	Management	For	For
	PETRIE
1G.	ELECTION OF DIRECTOR: DONALD F.	Management	For	For
	ROBILLARD, JR.
1H.	ELECTION OF DIRECTOR: FRANCIS ROONEY	Management	For	For
1I.	ELECTION OF DIRECTOR: EDWARD B. RUST,	Management	For	For
	JR.
1J.	ELECTION OF DIRECTOR: JOHN D. ZEGLIS	Management	For	For
2.	RATIFICATION OF ERNST & YOUNG LLP AS	Management	For	For
	AUDITORS FOR 2015.
3.	ADVISORY VOTE ON EXECUTIVE	Management	For	For
	COMPENSATION.

ASSOCIATED BANC-CORP
Security	045487105	Meeting Type	Annual
Ticker Symbol	ASB	Meeting Date	21-Apr-2015
ISIN	US0454871056	Agenda	934136765 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	JOHN F. BERGSTROM		For	For
	2	RUTH M. CROWLEY		For	For
	3	PHILIP B. FLYNN		For	For
	4	R. JAY GERKEN		For	For
	5	WILLIAM R. HUTCHINSON		For	For
	6	ROBERT A. JEFFE		For	For
	7	EILEEN A. KAMERICK		For	For
	8	RICHARD T. LOMMEN		For	For
	9	CORY L. NETTLES		For	For
	10	J. DOUGLAS QUICK		For	For
	11	KAREN T. VAN LITH		For	For
	12	JOHN (JAY) B. WILLIAMS		For	For
2.	ADVISORY APPROVAL OF ASSOCIATED		Management	For	For
	BANC-CORP'S NAMED EXECUTIVE OFFICER
	COMPENSATION.
3.	THE RATIFICATION OF THE SELECTION OF		Management	For	For
	KPMG LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR ASSOCIATED BANC-CORP FOR THE
	YEAR ENDING DECEMBER 31, 2015.

Page 17 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

NORTHERN TRUST CORPORATION
Security	665859104	Meeting Type	Annual
Ticker Symbol	NTRS	Meeting Date	21-Apr-2015
ISIN	US6658591044	Agenda	934138101 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: LINDA WALKER	Management	For	For
	BYNOE
1B.	ELECTION OF DIRECTOR: SUSAN CROWN	Management	For	For
1C.	ELECTION OF DIRECTOR: DEAN M.	Management	For	For
	HARRISON
1D.	ELECTION OF DIRECTOR: DIPAK C. JAIN	Management	For	For
1E.	ELECTION OF DIRECTOR: JOSE LUIS PRADO	Management	For	For
1F.	ELECTION OF DIRECTOR: JOHN W. ROWE	Management	For	For
1G.	ELECTION OF DIRECTOR: MARTIN P. SLARK	Management	For	For
1H.	ELECTION OF DIRECTOR: DAVID H.B. SMITH,	Management	For	For
	JR.
1I.	ELECTION OF DIRECTOR: DONALD	Management	For	For
	THOMPSON
1J.	ELECTION OF DIRECTOR: CHARLES A.	Management	For	For
	TRIBBETT III
1K.	ELECTION OF DIRECTOR: FREDERICK H.	Management	For	For
	WADDELL
2.	APPROVAL, BY AN ADVISORY VOTE, OF THE	Management	For	For
	2014 COMPENSATION OF THE
	CORPORATION'S NAMED EXECUTIVE
	OFFICERS.
3.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	KPMG LLP AS THE CORPORATION'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2015.
4.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	For	Against
	ADDITIONAL DISCLOSURE OF POLITICAL
	AND LOBBYING CONTRIBUTIONS, IF
	PROPERLY PRESENTED AT THE ANNUAL
	MEETING.

REGIONS FINANCIAL CORPORATION
Security	7591EP100	Meeting Type	Annual
Ticker Symbol	RF	Meeting Date	23-Apr-2015
ISIN	US7591EP1005	Agenda	934135787 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: GEORGE W.	Management	For	For
	BRYAN
1B.	ELECTION OF DIRECTOR: CAROLYN H. BYRD	Management	For	For
1C.	ELECTION OF DIRECTOR: DAVID J. COOPER,	Management	For	For
	SR.
1D.	ELECTION OF DIRECTOR: DON DEFOSSET	Management	For	For
1E.	ELECTION OF DIRECTOR: ERIC C. FAST	Management	For	For
1F.	ELECTION OF DIRECTOR: O.B. GRAYSON	Management	For	For
	HALL, JR.
1G.	ELECTION OF DIRECTOR: JOHN D. JOHNS	Management	For	For
1H.	ELECTION OF DIRECTOR: RUTH ANN	Management	For	For
	MARSHALL
1I.	ELECTION OF DIRECTOR: SUSAN W.	Management	For	For
	MATLOCK
1J.	ELECTION OF DIRECTOR: JOHN E. MAUPIN,	Management	For	For
	JR.
1K.	ELECTION OF DIRECTOR: CHARLES D.	Management	For	For
	MCCRARY
1L.	ELECTION OF DIRECTOR: LEE J.	Management	For	For
	STYSLINGER III
2.	RATIFICATION OF SELECTION OF ERNST &	Management	For	For
	YOUNG LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR 2015.
3.	NONBINDING STOCKHOLDER APPROVAL OF	Management	For	For
	EXECUTIVE COMPENSATION.
4.	APPROVAL OF THE REGIONS FINANCIAL	Management	For	For
	CORPORATION 2015 LONG TERM INCENTIVE
	PLAN.

Page 18 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

HARLEY-DAVIDSON, INC.
Security	412822108	Meeting Type	Annual
Ticker Symbol	HOG	Meeting Date	25-Apr-2015
ISIN	US4128221086	Agenda	934136789 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	R. JOHN ANDERSON		For	For
	2	RICHARD I. BEATTIE		For	For
	3	MICHAEL J. CAVE		For	For
	4	GEORGE H. CONRADES		For	For
	5	DONALD A. JAMES		For	For
	6	MATTHEW S. LEVATICH		For	For
	7	SARA L. LEVINSON		For	For
	8	N. THOMAS LINEBARGER		For	For
	9	GEORGE L. MILES, JR.		For	For
	10	JAMES A. NORLING		For	For
	11	JOCHEN ZEITZ		For	For
2.	APPROVAL OF AMENDMENT TO THE		Management	For	For
	RESTATED ARTICLES OF INCORPORATION
	TO ALLOW FOR A MAJORITY VOTING
	STANDARD IN DIRECTOR ELECTIONS.
3.	APPROVAL OF THE MATERIAL TERMS OF		Management	Against	Against
	THE PERFORMANCE GOALS UNDER THE
	HARLEY-DAVIDSON, INC. EMPLOYEE
	INCENTIVE PLAN.
4.	APPROVAL, BY ADVISORY VOTE, OF THE		Management	For	For
	COMPENSATION OF OUR NAMED
	EXECUTIVE OFFICERS.
5.	RATIFICATION OF SELECTION OF ERNST &		Management	For	For
	YOUNG LLP, INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM, TO BE THE
	AUDITORS.

REGAL-BELOIT CORPORATION
Security	758750103	Meeting Type	Annual
Ticker Symbol	RBC	Meeting Date	27-Apr-2015
ISIN	US7587501039	Agenda	934139139 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: STEPHEN M. BURT	Management	For	For
1B.	ELECTION OF DIRECTOR: ANESA CHAIBI	Management	For	For
1C.	ELECTION OF DIRECTOR: DEAN A. FOATE	Management	For	For
1D.	ELECTION OF DIRECTOR: HENRY W.	Management	For	For
	KNUEPPEL
2.	TO APPROVE AN AMENDMENT AND	Management	For	For
	RESTATEMENT OF THE COMPANY'S
	ARTICLES OF INCORPORATION TO
	DECLASSIFY THE COMPANY'S BOARD OF
	DIRECTORS.
3.	TO APPROVE AN AMENDMENT AND	Management	For	For
	RESTATEMENT OF THE COMPANY'S
	ARTICLES OF INCORPORATION TO REMOVE
	THE HYPHEN FROM THE COMPANY'S LEGAL
	NAME.
4.	ADVISORY VOTE ON THE COMPENSATION	Management	For	For
	OF THE COMPANY'S NAMED EXECUTIVE
	OFFICERS.
5.	TO RATIFY THE SELECTION OF DELOITTE &	Management	For	For
	TOUCHE LLP AS THE INDEPENDENT
	AUDITORS FOR THE COMPANY FOR THE
	YEAR ENDING JANUARY 2, 2016.

Page 19 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

FIRST HORIZON NATIONAL CORPORATION
Security	320517105	Meeting Type	Annual
Ticker Symbol	FHN	Meeting Date	28-Apr-2015
ISIN	US3205171057	Agenda	934141273 - Management

Item	Proposal		Vote	For/Against
1A	ELECTION OF DIRECTOR: ROBERT B.	Management	For	For
	CARTER
1B	ELECTION OF DIRECTOR: JOHN C.	Management	For	For
	COMPTON
1C	ELECTION OF DIRECTOR: MARK A. EMKES	Management	For	For
1D	ELECTION OF DIRECTOR: CORYDON J.	Management	For	For
	GILCHRIST
1E	ELECTION OF DIRECTOR: VICKY B. GREGG	Management	For	For
1F	ELECTION OF DIRECTOR: D. BRYAN JORDAN	Management	For	For
1G	ELECTION OF DIRECTOR: R. BRAD MARTIN	Management	For	For
1H	ELECTION OF DIRECTOR: SCOTT M.	Management	For	For
	NISWONGER
1I	ELECTION OF DIRECTOR: VICKI R. PALMER	Management	For	For
1J	ELECTION OF DIRECTOR: COLIN V. REED	Management	For	For
1K	ELECTION OF DIRECTOR: CECELIA D.	Management	For	For
	STEWART
1L	ELECTION OF DIRECTOR: LUKE YANCY III	Management	For	For
2.	APPROVAL OF AN ADVISORY RESOLUTION	Management	For	For
	TO APPROVE EXECUTIVE COMPENSATION.
3.	RATIFICATION OF APPOINTMENT OF KPMG	Management	For	For
	LLP AS AUDITORS.

HANESBRANDS INC.
Security	410345102	Meeting Type	Annual
Ticker Symbol	HBI	Meeting Date	28-Apr-2015
ISIN	US4103451021	Agenda	934143962 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	BOBBY J. GRIFFIN		For	For
	2	JAMES C. JOHNSON		For	For
	3	JESSICA T. MATHEWS		For	For
	4	FRANCK J. MOISON		For	For
	5	ROBERT F. MORAN		For	For
	6	J. PATRICK MULCAHY		For	For
	7	RONALD L. NELSON		For	For
	8	RICHARD A. NOLL		For	For
	9	ANDREW J. SCHINDLER		For	For
	10	DAVID V. SINGER		For	For
	11	ANN E. ZIEGLER		For	For
2.	TO APPROVE, ON AN ADVISORY BASIS,		Management	For	For
	EXECUTIVE COMPENSATION AS DESCRIBED
	IN THE PROXY STATEMENT FOR THE
	ANNUAL MEETING.
3.	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	HANESBRANDS' INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR HANESBRANDS' 2015 FISCAL YEAR.

Page 20 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

MDU RESOURCES GROUP, INC.
Security	552690109	Meeting Type	Annual
Ticker Symbol	MDU	Meeting Date	28-Apr-2015
ISIN	US5526901096	Agenda	934153177 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: THOMAS EVERIST	Management	For	For
1B.	ELECTION OF DIRECTOR: KAREN B. FAGG	Management	For	For
1C.	ELECTION OF DIRECTOR: DAVID L. GOODIN	Management	For	For
1D.	ELECTION OF DIRECTOR: MARK A.	Management	For	For
	HELLERSTEIN
1E.	ELECTION OF DIRECTOR: A. BART HOLADAY	Management	For	For
1F.	ELECTION OF DIRECTOR: DENNIS W.	Management	For	For
	JOHNSON
1G.	ELECTION OF DIRECTOR: WILLIAM E.	Management	For	For
	MCCRACKEN
1H.	ELECTION OF DIRECTOR: PATRICIA L. MOSS	Management	For	For
1I.	ELECTION OF DIRECTOR: HARRY J. PEARCE	Management	For	For
1J.	ELECTION OF DIRECTOR: JOHN K. WILSON	Management	For	For
2.	RATIFICATION OF DELOITTE & TOUCHE LLP	Management	For	For
	AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR 2015.
3.	APPROVAL, ON A NON-BINDING ADVISORY	Management	For	For
	BASIS, OF THE COMPENSATION OF THE
	COMPANY'S NAMED EXECUTIVE OFFICERS.

Page 21 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

NOBLE ENERGY, INC.
Security	655044105	Meeting Type	Annual
Ticker Symbol	NBL	Meeting Date	28-Apr-2015
ISIN	US6550441058	Agenda	934169726 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JEFFREY L.	Management	For	For
	BERENSON
1B.	ELECTION OF DIRECTOR: MICHAEL A.	Management	For	For
	CAWLEY
1C.	ELECTION OF DIRECTOR: EDWARD F. COX	Management	For	For
1D.	ELECTION OF DIRECTOR: THOMAS J.	Management	For	For
	EDELMAN
1E.	ELECTION OF DIRECTOR: ERIC P. GRUBMAN	Management	For	For
1F.	ELECTION OF DIRECTOR: KIRBY L. HEDRICK	Management	For	For
1G.	ELECTION OF DIRECTOR: DAVID L. STOVER	Management	For	For
1H.	ELECTION OF DIRECTOR: SCOTT D. URBAN	Management	For	For
1I.	ELECTION OF DIRECTOR: WILLIAM T. VAN	Management	For	For
	KLEEF
1J.	ELECTION OF DIRECTOR: MOLLY K.	Management	For	For
	WILLIAMSON
2.	TO RATIFY THE APPOINTMENT OF THE	Management	For	For
	INDEPENDENT AUDITOR BY THE
	COMPANY'S AUDIT COMMITTEE.
3.	TO APPROVE, IN A NON-BINDING ADVISORY	Management	For	For
	VOTE, THE COMPENSATION OF THE
	COMPANY'S NAMED EXECUTIVE OFFICERS.
4.	TO APPROVE AN AMENDMENT TO THE	Management	For	For
	COMPANY'S CERTIFICATE OF
	INCORPORATION TO INCREASE THE
	NUMBER OF AUTHORIZED SHARES OF
	COMMON STOCK FROM 500 MILLION TO 1
	BILLION.
5.	TO APPROVE AN AMENDMENT AND	Management	Against	Against
	RESTATEMENT OF THE COMPANY'S 1992
	STOCK OPTION AND RESTRICTED STOCK
	PLAN TO INCREASE THE NUMBER OF
	SHARES OF COMMON STOCK AUTHORIZED
	FOR ISSUANCE UNDER THE PLAN FROM 71.6
	MILLION TO 77.4 MILLION.
6.	TO APPROVE THE 2015 STOCK PLAN FOR	Management	For	For
	NON-EMPLOYEE DIRECTORS, REPLACING A
	SUBSTANTIALLY SIMILAR PLAN THAT
	EXPIRED UNDER ITS OWN TERMS.
7.	TO CONSIDER A STOCKHOLDER PROPOSAL	Shareholder	Against	For
	CALLING FOR THE COMPANY TO AMEND ITS
	BY-LAWS TO ALLOW ELIGIBLE
	STOCKHOLDERS TO INCLUDE THEIR OWN
	NOMINEES FOR DIRECTOR IN THE
	COMPANY'S PROXY MATERIALS.
8.	TO CONSIDER A STOCKHOLDER PROPOSAL	Shareholder	Against	For
	CALLING FOR THE COMPANY TO PREPARE A
	REPORT OUTLINING THE IMPACT CLIMATE
	CHANGE MIGHT HAVE ON THE COMPANY'S
	BUSINESS PLANS.

Page 22 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

SUNTRUST BANKS, INC.
Security	867914103	Meeting Type	Annual
Ticker Symbol	STI	Meeting Date	28-Apr-2015
ISIN	US8679141031	Agenda	934128819 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ROBERT M. BEALL,	Management	For	For
	II
1B.	ELECTION OF DIRECTOR: PAUL R. GARCIA	Management	For	For
1C.	ELECTION OF DIRECTOR: DAVID H. HUGHES	Management	For	For
1D.	ELECTION OF DIRECTOR: M. DOUGLAS	Management	For	For
	IVESTER
1E.	ELECTION OF DIRECTOR: KYLE PRECHTL	Management	For	For
	LEGG
1F.	ELECTION OF DIRECTOR: WILLIAM A.	Management	For	For
	LINNENBRINGER
1G.	ELECTION OF DIRECTOR: DONNA S. MOREA	Management	For	For
1H.	ELECTION OF DIRECTOR: DAVID M.	Management	For	For
	RATCLIFFE
1I.	ELECTION OF DIRECTOR: WILLIAM H.	Management	For	For
	ROGERS, JR.
1J.	ELECTION OF DIRECTOR: FRANK P.	Management	For	For
	SCRUGGS, JR.
1K.	ELECTION OF DIRECTOR: THOMAS R.	Management	For	For
	WATJEN
1L.	ELECTION OF DIRECTOR: DR. PHAIL WYNN,	Management	For	For
	JR.
2.	TO APPROVE, ON AN ADVISORY BASIS, THE	Management	Against	Against
	COMPANY'S EXECUTIVE COMPENSATION.
3.	TO RATIFY THE APPOINTMENT OF ERNST &	Management	For	For
	YOUNG LLP AS OUR INDEPENDENT
	AUDITOR FOR 2015.
4.	SHAREHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	RECOUPMENT DISCLOSURE.

DISCOVER FINANCIAL SERVICES
Security	254709108	Meeting Type	Annual
Ticker Symbol	DFS	Meeting Date	29-Apr-2015
ISIN	US2547091080	Agenda	934141172 - Management

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

Page 23 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

W.W. GRAINGER, INC.
Security	384802104	Meeting Type	Annual
Ticker Symbol	GWW	Meeting Date	29-Apr-2015
ISIN	US3848021040	Agenda	934139800 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	RODNEY C. ADKINS		For	For
	2	BRIAN P. ANDERSON		For	For
	3	V. ANN HAILEY		For	For
	4	WILLIAM K. HALL		For	For
	5	STUART L. LEVENICK		For	For
	6	NEIL S. NOVICH		For	For
	7	MICHAEL J. ROBERTS		For	For
	8	GARY L. ROGERS		For	For
	9	JAMES T. RYAN		For	For
	10	E. SCOTT SANTI		For	For
	11	JAMES D. SLAVIK		For	For
2	PROPOSAL TO RATIFY THE APPOINTMENT		Management	For	For
	OF ERNST & YOUNG LLP AS INDEPENDENT
	AUDITOR FOR THE YEAR ENDING
	DECEMBER 31, 2015.
3	SAY ON PAY: ADVISORY PROPOSAL TO		Management	For	For
	APPROVE COMPENSATION OF THE
	COMPANY'S NAMED EXECUTIVE OFFICERS.
4	PROPOSAL TO APPROVE THE W.W.		Management	For	For
	GRAINGER, INC. 2015 INCENTIVE PLAN.

SCANA CORPORATION
Security	80589M102	Meeting Type	Annual
Ticker Symbol	SCG	Meeting Date	30-Apr-2015
ISIN	US80589M1027	Agenda	934151351 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	JAMES A. BENNETT		For	For
	2	LYNNE M. MILLER		For	For
	3	JAMES W. ROQUEMORE		For	For
	4	MACEO K. SLOAN		For	For
2.	APPROVAL OF A LONG-TERM EQUITY		Management	Against	Against
	COMPENSATION PLAN
3.	APPROVAL OF THE APPOINTMENT OF THE		Management	For	For
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM
4.	APPROVAL OF BOARD-PROPOSED		Management	For	For
	AMENDMENTS TO ARTICLE 8 OF OUR
	ARTICLES OF INCORPORATION TO
	DECLASSIFY THE BOARD OF DIRECTORS
	AND PROVIDE FOR THE ANNUAL ELECTION
	OF ALL DIRECTORS

Page 24 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ARUBA NETWORKS, INC.
Security	043176106	Meeting Type	Special
Ticker Symbol	ARUN	Meeting Date	01-May-2015
ISIN	US0431761065	Agenda	934181645 - Management

Item	Proposal		Vote	For/Against
1.	TO ADOPT THE AGREEMENT AND PLAN OF	Management	For	For
	MERGER, DATED AS OF MARCH 2, 2015, BY
	AND AMONG HEWLETT-PACKARD
	COMPANY, ASPEN ACQUISITION SUB, INC.,
	AND ARUBA NETWORKS, INC., AS IT MAY BE
	AMENDED FROM TIME TO TIME (THE
	"MERGER AGREEMENT") AND THE
	TRANSACTIONS CONTEMPLATED THEREBY.
2.	TO APPROVE THE ADOPTION OF ANY	Management	For	For
	PROPOSAL TO ADJOURN THE SPECIAL
	MEETING TO A LATER DATE OR DATES IF
	NECESSARY OR APPROPRIATE TO SOLICIT
	ADDITIONAL PROXIES IF THERE ARE
	INSUFFICIENT VOTES TO ADOPT THE
	MERGER AGREEMENT AND THE
	TRANSACTIONS CONTEMPLATED THEREBY
	AT THE TIME OF THE SPECIAL MEETING.
3.	TO APPROVE, BY NON-BINDING, ADVISORY	Management	For	For
	VOTE, COMPENSATION THAT WILL OR MAY
	BECOME PAYABLE BY ARUBA NETWORKS,
	INC. TO ITS NAMED EXECUTIVE OFFICERS IN
	CONNECTION WITH THE MERGER.

CINCINNATI FINANCIAL CORPORATION
Security	172062101	Meeting Type	Annual
Ticker Symbol	CINF	Meeting Date	02-May-2015
ISIN	US1720621010C	Agenda	934136474 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	WILLIAM F. BAHL		For	For
	2	GREGORY T. BIER		For	For
	3	LINDA W. CLEMENT-HOLMES		For	For
	4	DIRK J. DEBBINK		For	For
	5	STEVEN J. JOHNSTON		For	For
	6	KENNETH C. LICHTENDAHL		For	For
	7	W. RODNEY MCMULLEN		For	For
	8	DAVID P. OSBORN		For	For
	9	GRETCHEN W. PRICE		For	For
	10	JOHN J. SCHIFF, JR.		For	For
	11	THOMAS R. SCHIFF		For	For
	12	DOUGLAS S. SKIDMORE		For	For
	13	KENNETH W. STECHER		For	For
	14	JOHN F. STEELE, JR.		For	For
	15	LARRY R. WEBB		For	For
2.	RATIFICATION OF THE SELECTION OF		Management	For	For
	DELOITTE & TOUCHE LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2015.
3.	A NONBINDING PROPOSAL TO APPROVE		Management	For	For
	COMPENSATION FOR THE COMPANY'S
	NAMED EXECUTIVE OFFICERS.

Page 25 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

LKQ CORPORATION
Security	501889208	Meeting Type	Annual
Ticker Symbol	LKQ	Meeting Date	04-May-2015
ISIN	US5018892084	Agenda	934147085 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: SUKHPAL SINGH	Management	For	For
	AHLUWALIA
1B.	ELECTION OF DIRECTOR: A. CLINTON ALLEN	Management	For	For
1C.	ELECTION OF DIRECTOR: RONALD G.	Management	For	For
	FOSTER
1D.	ELECTION OF DIRECTOR: JOSEPH M.	Management	For	For
	HOLSTEN
1E.	ELECTION OF DIRECTOR: BLYTHE J.	Management	For	For
	MCGARVIE
1F.	ELECTION OF DIRECTOR: PAUL M. MEISTER	Management	For	For
1G.	ELECTION OF DIRECTOR: JOHN F. O'BRIEN	Management	For	For
1H.	ELECTION OF DIRECTOR: GUHAN	Management	For	For
	SUBRAMANIAN
1I.	ELECTION OF DIRECTOR: ROBERT L.	Management	For	For
	WAGMAN
1J.	ELECTION OF DIRECTOR: WILLIAM M.	Management	For	For
	WEBSTER, IV
2.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	DELOITTE & TOUCHE LLP AS OUR
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR OUR FISCAL YEAR
	ENDING DECEMBER 31, 2015.
3.	APPROVAL, ON AN ADVISORY BASIS, OF	Management	For	For
	THE COMPENSATION OF OUR NAMED
	EXECUTIVE OFFICERS.

MASCO CORPORATION
Security	574599106	Meeting Type	Annual
Ticker Symbol	MAS	Meeting Date	04-May-2015
ISIN	US5745991068	Agenda	934169512 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MARK R.	Management	For	For
	ALEXANDER
1B.	ELECTION OF DIRECTOR: RICHARD A.	Management	For	For
	MANOOGIAN
1C.	ELECTION OF DIRECTOR: JOHN C. PLANT	Management	For	For
1D.	ELECTION OF DIRECTOR: MARY ANN VAN	Management	For	For
	LOKEREN
2.	TO APPROVE, BY NON-BINDING ADVISORY	Management	For	For
	VOTE, THE COMPENSATION PAID TO THE
	COMPANY'S NAMED EXECUTIVE OFFICERS,
	AS DISCLOSED PURSUANT TO THE
	COMPENSATION DISCLOSURE RULES OF
	THE SEC, INCLUDING THE COMPENSATION
	DISCUSSION AND ANALYSIS, THE
	COMPENSATION TABLES AND THE RELATED
	MATERIALS DISCLOSED IN THE PROXY
	STATEMENT.
3.	TO RATIFY THE SELECTION OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	INDEPENDENT AUDITORS FOR THE
	COMPANY FOR 2015.

Page 26 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

STILLWATER MINING COMPANY
Security	86074Q102	Meeting Type	Annual
Ticker Symbol	SWC	Meeting Date	04-May-2015
ISIN	US86074Q1022	Agenda	934167392 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	GEORGE M. BEE		For	For
	2	MICHAEL J. MCMULLEN		For	For
	3	PATRICE E. MERRIN		For	For
	4	MICHAEL S. PARRETT		For	For
	5	BRIAN D. SCHWEITZER		For	For
	6	GARY A. SUGAR		For	For
	7	LAWRENCE PETER O'HAGAN		For	For
2.	TO RATIFY THE APPOINTMENT OF KPMG LLP		Management	For	For
	AS THE COMPANY'S INDEPENDENT
	REGISTERED ACCOUNTING FIRM FOR 2015.
3.	AN ADVISORY VOTE ON EXECUTIVE		Management	For	For
	OFFICER COMPENSATION.

DIAMONDROCK HOSPITALITY CO
Security	252784301	Meeting Type	Annual
Ticker Symbol	DRH	Meeting Date	05-May-2015
ISIN	US2527843013	Agenda	934148811 - Management

Item	Proposal		Vote	For/Against
1.1	ELECTION OF DIRECTOR: WILLIAM W.	Management	For	For
	MCCARTEN
1.2	ELECTION OF DIRECTOR: DANIEL J.	Management	For	For
	ALTOBELLO
1.3	ELECTION OF DIRECTOR: W. ROBERT	Management	For	For
	GRAFTON
1.4	ELECTION OF DIRECTOR: MAUREEN L.	Management	For	For
	MCAVEY
1.5	ELECTION OF DIRECTOR: GILBERT T. RAY	Management	For	For
1.6	ELECTION OF DIRECTOR: BRUCE D.	Management	For	For
	WARDINSKI
1.7	ELECTION OF DIRECTOR: MARK W.	Management	For	For
	BRUGGER
2.	TO APPROVE, ON A NON-BINDING,	Management	For	For
	ADVISORY BASIS, THE COMPENSATION OF
	THE NAMED EXECUTIVE OFFICERS, AS
	DISCLOSED IN THE PROXY STATEMENT.
3.	TO RATIFY THE APPOINTMENT OF KPMG LLP	Management	For	For
	AS THE INDEPENDENT AUDITORS FOR
	DIAMONDROCK HOSPITALITY COMPANY
	FOR THE FISCAL YEAR ENDING DECEMBER
	31, 2015.
4.	TO CONSIDER AND ACT UPON A NON-	Shareholder	Against	For
	BINDING STOCKHOLDER PROPOSAL
	CONCERNING THE ADOPTION OF AN
	AMENDMENT TO OUR BY-LAWS IF
	PROPERLY PRESENTED AT THE MEETING.

Page 27 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

NORDSTROM, INC.
Security	655664100	Meeting Type	Annual
Ticker Symbol	JWN	Meeting Date	05-May-2015
ISIN	US6556641008	Agenda	934142338 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: SHELLYE L.	Management	For	For
	ARCHAMBEAU
1B.	ELECTION OF DIRECTOR: PHYLLIS J.	Management	For	For
	CAMPBELL
1C.	ELECTION OF DIRECTOR: MICHELLE M.	Management	For	For
	EBANKS
1D.	ELECTION OF DIRECTOR: ENRIQUE	Management	For	For
	HERNANDEZ, JR.
1E.	ELECTION OF DIRECTOR: ROBERT G.	Management	For	For
	MILLER
1F.	ELECTION OF DIRECTOR: BLAKE W.	Management	For	For
	NORDSTROM
1G.	ELECTION OF DIRECTOR: ERIK B.	Management	For	For
	NORDSTROM
1H.	ELECTION OF DIRECTOR: PETER E.	Management	For	For
	NORDSTROM
1I.	ELECTION OF DIRECTOR: PHILIP G. SATRE	Management	For	For
1J.	ELECTION OF DIRECTOR: BRAD D. SMITH	Management	For	For
1K.	ELECTION OF DIRECTOR: B. KEVIN TURNER	Management	For	For
1L.	ELECTION OF DIRECTOR: ROBERT D.	Management	For	For
	WALTER
1M.	ELECTION OF DIRECTOR: ALISON A. WINTER	Management	For	For
2.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.
3.	ADVISORY VOTE REGARDING EXECUTIVE	Management	For	For
	COMPENSATION.

THORATEC CORPORATION
Security	885175307	Meeting Type	Annual
Ticker Symbol	THOR	Meeting Date	05-May-2015
ISIN	US8851753074	Agenda	934145550 - Management

Item	Proposal			Vote	For/Against
1	DIRECTOR		Management
	1	NEIL F. DIMICK		For	For
	2	D. KEITH GROSSMAN		For	For
	3	J. DANIEL COLE		For	For
	4	STEVEN H. COLLIS		For	For
	5	WILLIAM A. HAWKINS, III		For	For
	6	PAUL A. LAVIOLETTE		For	For
	7	MARTHA H. MARSH		For	For
	8	TODD C. SCHERMERHORN		For	For
2.	APPROVAL OF THE AMENDMENT AND		Management	Against	Against
	RESTATEMENT OF THE THORATEC
	CORPORATION AMENDED AND RESTATED
	2006 INCENTIVE STOCK PLAN.
3.	APPROVAL OF THE AMENDMENT AND		Management	Against	Against
	RESTATEMENT OF THE THORATEC
	CORPORATION 2002 EMPLOYEE STOCK
	PURCHASE PLAN.
4.	APPROVAL OF COMPENSATION OF THE		Management	Against	Against
	COMPANY'S NAMED EXECUTIVE OFFICERS.
5.	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	DELOITTE & TOUCHE LLP AS THE
	COMPANY'S INDEPENDENT AUDITORS FOR
	ITS FISCAL YEAR ENDING JANUARY 2, 2016.

Page 28 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ZIMMER HOLDINGS, INC.
Security	98956P102	Meeting Type	Annual
Ticker Symbol	ZMH	Meeting Date	05-May-2015
ISIN	US98956P1021	Agenda	934149534 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: CHRISTOPHER B.	Management	For	For
	BEGLEY
1B.	ELECTION OF DIRECTOR: BETSY J.	Management	For	For
	BERNARD
1C.	ELECTION OF DIRECTOR: PAUL M. BISARO	Management	For	For
1D.	ELECTION OF DIRECTOR: GAIL K.	Management	For	For
	BOUDREAUX
1E.	ELECTION OF DIRECTOR: DAVID C. DVORAK	Management	For	For
1F.	ELECTION OF DIRECTOR: MICHAEL J.	Management	For	For
	FARRELL
1G.	ELECTION OF DIRECTOR: LARRY C.	Management	For	For
	GLASSCOCK
1H.	ELECTION OF DIRECTOR: ROBERT A.	Management	For	For
	HAGEMANN
1I.	ELECTION OF DIRECTOR: ARTHUR J.	Management	For	For
	HIGGINS
1J.	ELECTION OF DIRECTOR: CECIL B. PICKETT,	Management	For	For
	PH.D.
2.	APPROVE THE AMENDED STOCK PLAN FOR	Management	For	For
	NON-EMPLOYEE DIRECTORS
3.	APPROVE THE AMENDED AND RESTATED	Management	For	For
	DEFERRED COMPENSATION PLAN FOR
	NON-EMPLOYEE DIRECTORS
4.	ADVISORY VOTE TO APPROVE NAMED	Management	For	For
	EXECUTIVE OFFICER COMPENSATION
5.	RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2015

BRUNSWICK CORPORATION
Security	117043109	Meeting Type	Annual
Ticker Symbol	BC	Meeting Date	06-May-2015
ISIN	US1170431092	Agenda	934144166 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MANUEL A.	Management	For	For
	FERNANDEZ
1B.	ELECTION OF DIRECTOR: MARK D.	Management	For	For
	SCHWABERO
1C.	ELECTION OF DIRECTOR: DAVID V. SINGER	Management	For	For
1D.	ELECTION OF DIRECTOR: JANE L. WARNER	Management	For	For
1E.	ELECTION OF DIRECTOR: J. STEVEN	Management	For	For
	WHISLER
2.	THE APPROVAL OF THE COMPENSATION OF	Management	For	For
	OUR NAMED EXECUTIVE OFFICERS ON AN
	ADVISORY BASIS.
3.	THE RATIFICATION OF THE AUDIT	Management	For	For
	COMMITTEE'S APPOINTMENT OF DELOITTE
	& TOUCHE LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2015.

Page 29 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

FMC TECHNOLOGIES, INC.
Security	30249U101	Meeting Type	Annual
Ticker Symbol	FTI	Meeting Date	06-May-2015
ISIN	US30249U1016	Agenda	934174525 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MIKE R. BOWLIN	Management	For	For
1B.	ELECTION OF DIRECTOR: CLARENCE P.	Management	For	For
	CAZALOT, JR.
1C.	ELECTION OF DIRECTOR: ELEAZAR DE	Management	For	For
	CARVALHO FILHO
1D.	ELECTION OF DIRECTOR: C. MAURY DEVINE	Management	For	For
1E.	ELECTION OF DIRECTOR: CLAIRE S. FARLEY	Management	For	For
1F.	ELECTION OF DIRECTOR: JOHN T. GREMP	Management	For	For
1G.	ELECTION OF DIRECTOR: THOMAS M.	Management	For	For
	HAMILTON
1H.	ELECTION OF DIRECTOR: PETER MELLBYE	Management	For	For
1I.	ELECTION OF DIRECTOR: JOSEPH H.	Management	For	For
	NETHERLAND
1J.	ELECTION OF DIRECTOR: PETER	Management	For	For
	OOSTERVEER
1K.	ELECTION OF DIRECTOR: RICHARD A.	Management	For	For
	PATTAROZZI
1L.	ELECTION OF DIRECTOR: JAMES M.	Management	For	For
	RINGLER
2.	RATIFY THE APPOINTMENT OF KPMG LLP AS	Management	For	For
	THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2015.
3.	ADVISORY APPROVAL OF 2014 EXECUTIVE	Management	For	For
	COMPENSATION.

INTERNATIONAL FLAVORS & FRAGRANCES INC.
Security	459506101	Meeting Type	Annual
Ticker Symbol	IFF	Meeting Date	06-May-2015
ISIN	US4595061015	Agenda	934149990 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MARCELLO V.	Management	For	For
	BOTTOLI
1B.	ELECTION OF DIRECTOR: DR. LINDA BUCK	Management	For	For
1C.	ELECTION OF DIRECTOR: MICHAEL L.	Management	For	For
	DUCKER
1D.	ELECTION OF DIRECTOR: ROGER W.	Management	For	For
	FERGUSON, JR.
1E.	ELECTION OF DIRECTOR: JOHN F. FERRARO	Management	For	For
1F.	ELECTION OF DIRECTOR: ANDREAS FIBIG	Management	For	For
1G.	ELECTION OF DIRECTOR: CHRISTINA GOLD	Management	For	For
1H.	ELECTION OF DIRECTOR: HENRY W.	Management	For	For
	HOWELL, JR.
1I.	ELECTION OF DIRECTOR: KATHERINE M.	Management	For	For
	HUDSON
1J.	ELECTION OF DIRECTOR: DALE F.	Management	For	For
	MORRISON
2.	TO RATIFY THE SELECTION OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2015.
3.	ADVISORY VOTE TO APPROVE THE	Management	For	For
	COMPENSATION PAID TO THE COMPANY'S
	NAMED EXECUTIVE OFFICERS IN 2014.
4.	TO APPROVE THE INTERNATIONAL	Management	For	For
	FLAVORS & FRAGRANCES INC. 2015 STOCK
	AWARD AND INCENTIVE PLAN.

Page 30 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ECOLAB INC.
Security	278865100	Meeting Type	Annual
Ticker Symbol	ECL	Meeting Date	07-May-2015
ISIN	US2788651006	Agenda	934151426 - Management

Item	Proposal		Vote	For/Against
1A	ELECTION OF DIRECTOR: DOUGLAS M.	Management	For	For
	BAKER, JR.
1B	ELECTION OF DIRECTOR: BARBARA J. BECK	Management	For	For
1C	ELECTION OF DIRECTOR: LESLIE S. BILLER	Management	For	For
1D	ELECTION OF DIRECTOR: CARL M. CASALE	Management	For	For
1E	ELECTION OF DIRECTOR: STEPHEN I.	Management	For	For
	CHAZEN
1F	ELECTION OF DIRECTOR: JEFFREY M.	Management	For	For
	ETTINGER
1G	ELECTION OF DIRECTOR: JERRY A.	Management	For	For
	GRUNDHOFER
1H	ELECTION OF DIRECTOR: ARTHUR J.	Management	For	For
	HIGGINS
1I	ELECTION OF DIRECTOR: JOEL W. JOHNSON	Management	For	For
1J	ELECTION OF DIRECTOR: MICHAEL LARSON	Management	For	For
1K	ELECTION OF DIRECTOR: JERRY W. LEVIN	Management	For	For
1L	ELECTION OF DIRECTOR: ROBERT L.	Management	For	For
	LUMPKINS
1M	ELECTION OF DIRECTOR: TRACY B.	Management	For	For
	MCKIBBEN
1N	ELECTION OF DIRECTOR: VICTORIA J. REICH	Management	For	For
1O	ELECTION OF DIRECTOR: SUZANNE M.	Management	For	For
	VAUTRINOT
1P	ELECTION OF DIRECTOR: JOHN J. ZILLMER	Management	For	For
2	RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE CURRENT
	YEAR ENDING DECEMBER 31, 2015.
3	ADVISORY VOTE TO APPROVE THE	Management	For	For
	COMPENSATION OF EXECUTIVES
	DISCLOSED IN THE PROXY STATEMENT.
4	STOCKHOLDER PROPOSAL REQUESTING AN	Shareholder	Against	For
	INDEPENDENT BOARD CHAIR.

Page 31 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

LASALLE HOTEL PROPERTIES
Security	517942108	Meeting Type	Annual
Ticker Symbol	LHO	Meeting Date	07-May-2015
ISIN	US5179421087	Agenda	934130701 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	JEFFREY T. FOLAND		For	For
	2	DARRYL HARTLEY-LEONARD		For	For
	3	WILLIAM S. MCCALMONT		For	For
2.	TO RATIFY THE APPOINTMENT OF THE		Management	For	For
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTANTS FOR THE YEAR
	ENDING DECEMBER 31, 2015.
3.	TO APPROVE, BY NON-BINDING VOTE,		Management	For	For
	EXECUTIVE COMPENSATION.

CAMERON INTERNATIONAL CORPORATION
Security	13342B105	Meeting Type	Annual
Ticker Symbol	CAM	Meeting Date	08-May-2015
ISIN	US13342B1052	Agenda	934153951 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: H. PAULETT	Management	For	For
	EBERHART
1B.	ELECTION OF DIRECTOR: PETER J. FLUOR	Management	For	For
1C.	ELECTION OF DIRECTOR: DOUGLAS L.	Management	For	For
	FOSHEE
1D.	ELECTION OF DIRECTOR: RODOLFO LANDIM	Management	For	For
1E.	ELECTION OF DIRECTOR: JACK B. MOORE	Management	For	For
1F.	ELECTION OF DIRECTOR: MICHAEL E.	Management	For	For
	PATRICK
1G.	ELECTION OF DIRECTOR: TIMOTHY J.	Management	For	For
	PROBERT
1H.	ELECTION OF DIRECTOR: JON ERIK	Management	For	For
	REINHARDSEN
1I.	ELECTION OF DIRECTOR: R. SCOTT ROWE	Management	For	For
1J.	ELECTION OF DIRECTOR: BRENT J. SMOLIK	Management	For	For
1K.	ELECTION OF DIRECTOR: BRUCE W.	Management	For	For
	WILKINSON
2.	TO RATIFY THE APPOINTMENT OF ERNST &	Management	For	For
	YOUNG LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTANTS FOR
	2015.
3.	TO APPROVE, ON AN ADVISORY BASIS, OUR	Management	For	For
	2014 EXECUTIVE COMPENSATION.

Page 32 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

LUNDIN MINING CORPORATION
Security	550372106	Meeting Type	Annual
Ticker Symbol	LUNMF	Meeting Date	08-May-2015
ISIN	CA5503721063	Agenda	934188144 - Management

Item	Proposal			Vote	For/Against
01	DIRECTOR		Management
	1	DONALD K. CHARTER		For	For
	2	PAUL K. CONIBEAR		For	For
	3	JOHN H. CRAIG		For	For
	4	PETER C. JONES		For	For
	5	LUKAS H. LUNDIN		For	For
	6	DALE C. PENIUK		For	For
	7	WILLIAM A. RAND		For	For
	8	CATHERINE J.G. STEFAN		For	For
02	APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP,
	CHARTERED PROFESSIONAL
	ACCOUNTANTS, AS AUDITORS OF THE
	CORPORATION FOR THE ENSUING YEAR
	AND AUTHORIZING THE DIRECTORS TO FIX
	THEIR REMUNERATION.

SPX CORPORATION
Security	784635104	Meeting Type	Annual
Ticker Symbol	SPW	Meeting Date	08-May-2015
ISIN	US7846351044	Agenda	934153999 - Management

Item	Proposal		Vote	For/Against
1.1	ELECTION OF DIRECTOR: CHRISTOPHER J.	Management	For	For
	KEARNEY
1.2	ELECTION OF DIRECTOR: ROBERT F. HULL,	Management	For	For
	JR.
1.3	ELECTION OF DIRECTOR: ANNE K. ALTMAN	Management	For	For
2.	TO APPROVE, BY NON-BINDING VOTE, SPX'S	Management	Against	Against
	EXECUTIVE COMPENSATION PRACTICES.
3.	TO AMEND AND RESTATE OUR 2002 STOCK	Management	Against	Against
	COMPENSATION PLAN.
4.	TO AMEND OUR CERTIFICATE OF	Management	For	For
	INCORPORATION.
5.	TO RATIFY THE APPOINTMENT OF DELOITTE	Management	For	For
	& TOUCHE LLP AS OUR INDEPENDENT
	PUBLIC ACCOUNTANTS FOR 2015.

Page 33 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ALTERA CORPORATION
Security	021441100	Meeting Type	Annual
Ticker Symbol	ALTR	Meeting Date	11-May-2015
ISIN	US0214411003	Agenda	934153064 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JOHN P. DAANE	Management	For	For
1B.	ELECTION OF DIRECTOR: T. MICHAEL	Management	For	For
	NEVENS
1C.	ELECTION OF DIRECTOR: A. BLAINE	Management	For	For
	BOWMAN
1D.	ELECTION OF DIRECTOR: ELISHA W. FINNEY	Management	For	For
1E.	ELECTION OF DIRECTOR: KEVIN MCGARITY	Management	For	For
1F.	ELECTION OF DIRECTOR: KRISH A. PRABHU	Management	For	For
1G.	ELECTION OF DIRECTOR: SHANE V.	Management	For	For
	ROBISON
1H.	ELECTION OF DIRECTOR: JOHN	Management	For	For
	SHOEMAKER
1I.	ELECTION OF DIRECTOR: THOMAS H.	Management	For	For
	WAECHTER
2.	TO APPROVE AN AMENDMENT TO THE 2005	Management	Against	Against
	EQUITY INCENTIVE PLAN TO INCREASE BY
	3,000,000 THE NUMBER OF SHARES OF
	COMMON STOCK RESERVED FOR ISSUANCE
	UNDER THE PLAN.
3.	TO APPROVE AN AMENDMENT TO THE 1987	Management	Against	Against
	EMPLOYEE STOCK PURCHASE PLAN TO
	INCREASE BY 1,000,000 THE NUMBER OF
	SHARES OF COMMON STOCK RESERVED
	FOR ISSUANCE UNDER THE PLAN.
4.	TO APPROVE, ON AN ADVISORY BASIS,	Management	For	For
	NAMED EXECUTIVE OFFICER
	COMPENSATION.
5.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2015.
6.	IF PROPERLY PRESENTED AT THE ANNUAL	Shareholder	Against	For
	MEETING, TO CONSIDER A STOCKHOLDER
	PROPOSAL REGARDING AN INDEPENDENT
	CHAIR OF THE BOARD.

BROADCOM CORPORATION
Security	111320107	Meeting Type	Annual
Ticker Symbol	BRCM	Meeting Date	12-May-2015
ISIN	US1113201073	Agenda	934155690 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ROBERT J.	Management	For	For
	FINOCCHIO, JR.
1B.	ELECTION OF DIRECTOR: NANCY H. HANDEL	Management	For	For
1C.	ELECTION OF DIRECTOR: EDDY W.	Management	For	For
	HARTENSTEIN
1D.	ELECTION OF DIRECTOR: MARIA M. KLAWE,	Management	For	For
	PH.D.
1E.	ELECTION OF DIRECTOR: JOHN E. MAJOR	Management	For	For
1F.	ELECTION OF DIRECTOR: SCOTT A.	Management	For	For
	MCGREGOR
1G.	ELECTION OF DIRECTOR: WILLIAM T.	Management	For	For
	MORROW
1H.	ELECTION OF DIRECTOR: HENRY SAMUELI,	Management	For	For
	PH.D.
1I.	ELECTION OF DIRECTOR: ROBERT E. SWITZ	Management	For	For
2.	ADVISORY VOTE ON THE COMPENSATION	Management	Against	Against
	OF THE COMPANY'S NAMED EXECUTIVE
	OFFICERS DESCRIBED IN THE PROXY
	STATEMENT.
3.	TO RATIFY THE APPOINTMENT OF KPMG LLP	Management	For	For
	AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE YEAR ENDING DECEMBER 31, 2015.

Page 34 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

CATAMARAN CORPORATION
Security	148887102	Meeting Type	Annual
Ticker Symbol	CTRX	Meeting Date	12-May-2015
ISIN	CA1488871023	Agenda	934162544 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: MARK THIERER	Management	For	For
1B.	ELECTION OF DIRECTOR: PETER BENSEN	Management	For	For
1C.	ELECTION OF DIRECTOR: STEVEN COSLER	Management	For	For
1D.	ELECTION OF DIRECTOR: WILLIAM DAVIS	Management	For	For
1E.	ELECTION OF DIRECTOR: STEVEN EPSTEIN	Management	For	For
1F.	ELECTION OF DIRECTOR: BETSY HOLDEN	Management	For	For
1G.	ELECTION OF DIRECTOR: KAREN KATEN	Management	For	For
1H.	ELECTION OF DIRECTOR: HARRY KRAEMER	Management	For	For
1I.	ELECTION OF DIRECTOR: ANTHONY MASSO	Management	For	For
2.	TO RATIFY AN AMENDMENT TO THE	Management	For	For
	COMPANY'S BYLAWS TO INCLUDE ADVANCE
	NOTICE AND CERTAIN OTHER
	REQUIREMENTS FOR SHAREHOLDERS TO
	PROPOSE DIRECTOR NOMINATIONS OR
	OTHER BUSINESS FOR SHAREHOLDER
	MEETINGS.
3.	ADVISORY VOTE TO APPROVE NAMED	Management	Against	Against
	EXECUTIVE OFFICER COMPENSATION, AS
	DISCLOSED IN THE COMPANY'S PROXY
	CIRCULAR AND PROXY STATEMENT.
4.	TO APPOINT KPMG LLP AS AUDITORS OF	Management	For	For
	THE COMPANY AND TO AUTHORIZE THE
	BOARD OF DIRECTORS TO FIX THE
	AUDITOR'S REMUNERATION AND TERMS OF
	ENGAGEMENT.

Page 35 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

CIT GROUP INC.
Security	125581801	Meeting Type	Annual
Ticker Symbol	CIT	Meeting Date	12-May-2015
ISIN	US1255818015	Agenda	934160324 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JOHN A. THAIN	Management	For	For
1B.	ELECTION OF DIRECTOR: ELLEN R.	Management	For	For
	ALEMANY
1C.	ELECTION OF DIRECTOR: MICHAEL J.	Management	For	For
	EMBLER
1D.	ELECTION OF DIRECTOR: WILLIAM M.	Management	For	For
	FREEMAN
1E.	ELECTION OF DIRECTOR: DAVID M.	Management	For	For
	MOFFETT
1F.	ELECTION OF DIRECTOR: R. BRAD OATES	Management	For	For
1G.	ELECTION OF DIRECTOR: MARIANNE MILLER	Management	For	For
	PARRS
1H.	ELECTION OF DIRECTOR: GERALD	Management	For	For
	ROSENFELD
1I.	ELECTION OF DIRECTOR: JOHN R. RYAN	Management	For	For
1J.	ELECTION OF DIRECTOR: SHEILA A. STAMPS	Management	For	For
1K.	ELECTION OF DIRECTOR: SEYMOUR	Management	For	For
	STERNBERG
1L.	ELECTION OF DIRECTOR: PETER J. TOBIN	Management	For	For
1M.	ELECTION OF DIRECTOR: LAURA S. UNGER	Management	For	For
2.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS CIT'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM AND EXTERNAL
	AUDITORS FOR 2015.
3.	TO RECOMMEND, BY NON-BINDING VOTE,	Management	For	For
	THE COMPENSATION OF CIT'S NAMED
	EXECUTIVE OFFICERS.
4.	TO APPROVE THE CIT GROUP INC. 2015	Management	For	For
	EXECUTIVE INCENTIVE PLAN.

MURPHY OIL CORPORATION
Security	626717102	Meeting Type	Annual
Ticker Symbol	MUR	Meeting Date	13-May-2015
ISIN	US6267171022	Agenda	934157896 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: T.J. COLLINS	Management	For	For
1B.	ELECTION OF DIRECTOR: S.A. COSSE	Management	For	For
1C.	ELECTION OF DIRECTOR: C.P. DEMING	Management	For	For
1D.	ELECTION OF DIRECTOR: L.R. DICKERSON	Management	For	For
1E.	ELECTION OF DIRECTOR: R.W. JENKINS	Management	For	For
1F.	ELECTION OF DIRECTOR: J.V. KELLEY	Management	For	For
1G.	ELECTION OF DIRECTOR: W. MIROSH	Management	For	For
1H.	ELECTION OF DIRECTOR: R.M. MURPHY	Management	For	For
1I.	ELECTION OF DIRECTOR: J.W. NOLAN	Management	For	For
1J.	ELECTION OF DIRECTOR: N.E. SCHMALE	Management	For	For
1K.	ELECTION OF DIRECTOR: L.A. SUGG	Management	For	For
1L.	ELECTION OF DIRECTOR: C.G. THEUS	Management	For	For
2.	ADVISORY VOTE ON EXECUTIVE	Management	For	For
	COMPENSATION.
3.	APPROVE THE APPOINTMENT OF KPMG LLP	Management	For	For
	AS INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2015.
4.	TO CONSIDER AND ACT UPON A	Shareholder	Against	For
	STOCKHOLDER PROPOSAL CONCERNING
	THE ADOPTION OF PROXY ACCESS.

Page 36 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

USG CORPORATION
Security	903293405	Meeting Type	Annual
Ticker Symbol	USG	Meeting Date	13-May-2015
ISIN	US9032934054	Agenda	934160285 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	JOSE ARMARIO		For	For
	2	GRETCHEN R. HAGGERTY		For	For
	3	WILLIAM H. HERNANDEZ		For	For
2.	APPROVAL OF THE USG CORPORATION		Management	For	For
	MANAGEMENT INCENTIVE PLAN, AS
	AMENDED AND RESTATED.
3.	APPROVAL OF THE MATERIAL TERMS FOR		Management	For	For
	QUALIFIED PERFORMANCE-BASED AWARDS
	UNDER THE USG CORPORATION LONG-
	TERM INCENTIVE PLAN, AS AMENDED AND
	RESTATED.
4.	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	DELOITTE & TOUCHE LLP AS INDEPENDENT
	REGISTERED PUBLIC ACCOUNTANTS FOR
	THE YEAR ENDING DECEMBER 31, 2015.

ALLISON TRANSMISSION HOLDINGS, INC.
Security	01973R101	Meeting Type	Annual
Ticker Symbol	ALSN	Meeting Date	14-May-2015
ISIN	US01973R1014	Agenda	934155412 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	LAWRENCE E. DEWEY		For	For
	2	THOMAS W. RABAUT		For	For
	3	RICHARD V. REYNOLDS		For	For
2.	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2015.
3.	APPROVAL OF THE ALLISON TRANSMISSION		Management	Against	Against
	HOLDINGS, INC. 2015 EQUITY INCENTIVE
	AWARD PLAN.
4.	APPROVAL OF THE ALLISON TRANSMISSION		Management	Against	Against
	HOLDINGS, INC. 2016 INCENTIVE PLAN.

Page 37 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

HOST HOTELS & RESORTS, INC.
Security	44107P104	Meeting Type	Annual
Ticker Symbol	HST	Meeting Date	14-May-2015
ISIN	US44107P1049	Agenda	934177759 - Management

Item	Proposal		Vote	For/Against
1.1	ELECTION OF DIRECTOR: MARY L. BAGLIVO	Management	For	For
1.2	ELECTION OF DIRECTOR: SHEILA C. BAIR	Management	For	For
1.3	ELECTION OF DIRECTOR: TERENCE C.	Management	For	For
	GOLDEN
1.4	ELECTION OF DIRECTOR: ANN M.	Management	For	For
	KOROLOGOS
1.5	ELECTION OF DIRECTOR: RICHARD E.	Management	For	For
	MARRIOTT
1.6	ELECTION OF DIRECTOR: JOHN B. MORSE,	Management	For	For
	JR.
1.7	ELECTION OF DIRECTOR: WALTER C.	Management	For	For
	RAKOWICH
1.8	ELECTION OF DIRECTOR: GORDON H. SMITH	Management	For	For
1.9	ELECTION OF DIRECTOR: W. EDWARD	Management	For	For
	WALTER
2.	RATIFY APPOINTMENT OF KPMG LLP AS	Management	For	For
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTANTS FOR 2015.
3.	ADVISORY RESOLUTION TO APPROVE	Management	For	For
	EXECUTIVE COMPENSATION.
4.	STOCKHOLDER PROPOSAL RELATING TO	Shareholder	Against	For
	BYLAW AMENDMENTS.

KOHL'S CORPORATION
Security	500255104	Meeting Type	Annual
Ticker Symbol	KSS	Meeting Date	14-May-2015
ISIN	US5002551043	Agenda	934150094 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: PETER	Management	For	For
	BONEPARTH
1B.	ELECTION OF DIRECTOR: STEVEN A. BURD	Management	For	For
1C.	ELECTION OF DIRECTOR: DALE E. JONES	Management	For	For
1D.	ELECTION OF DIRECTOR: KEVIN MANSELL	Management	For	For
1E.	ELECTION OF DIRECTOR: JOHN E.	Management	For	For
	SCHLIFSKE
1F.	ELECTION OF DIRECTOR: FRANK V. SICA	Management	For	For
1G.	ELECTION OF DIRECTOR: STEPHANIE A.	Management	For	For
	STREETER
1H.	ELECTION OF DIRECTOR: NINA G. VACA	Management	For	For
1I.	ELECTION OF DIRECTOR: STEPHEN E.	Management	For	For
	WATSON
2.	RATIFY APPOINTMENT OF ERNST & YOUNG	Management	For	For
	LLP AS INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.
3.	ADVISORY VOTE ON APPROVAL OF NAMED	Management	For	For
	EXECUTIVE OFFICER COMPENSATION.
4.	SHAREHOLDER PROPOSAL: RECOVERY OF	Shareholder	For	Against
	UNEARNED MANAGEMENT BONUSES.
5.	SHAREHOLDER PROPOSAL: PROXY	Shareholder	Against	For
	ACCESS.

Page 38 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

3D SYSTEMS CORPORATION
Security	88554D205	Meeting Type	Annual
Ticker Symbol	DDD	Meeting Date	19-May-2015
ISIN	US88554D2053	Agenda	934169687 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: WILLIAM E.	Management	For	For
	CURRAN
1B.	ELECTION OF DIRECTOR: PETER H.	Management	For	For
	DIAMANDIS
1C.	ELECTION OF DIRECTOR: CHARLES W. HULL	Management	For	For
1D.	ELECTION OF DIRECTOR: WILLIAM D.	Management	For	For
	HUMES
1E.	ELECTION OF DIRECTOR: JIM D. KEVER	Management	For	For
1F.	ELECTION OF DIRECTOR: G. WALTER	Management	For	For
	LOEWENBAUM, II
1G.	ELECTION OF DIRECTOR: KEVIN S. MOORE	Management	For	For
1H.	ELECTION OF DIRECTOR: ABRAHAM N.	Management	For	For
	REICHENTAL
1I.	ELECTION OF DIRECTOR: DANIEL S. VAN	Management	For	For
	RIPER
1J.	ELECTION OF DIRECTOR: KAREN E. WELKE	Management	For	For
2.	APPROVAL OF THE 2015 INCENTIVE PLAN.	Management	For	For
3.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	BDO USA, LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE YEAR ENDING
	DECEMBER 31, 2015.

DENBURY RESOURCES INC.
Security	247916208	Meeting Type	Annual
Ticker Symbol	DNR	Meeting Date	19-May-2015
ISIN	US2479162081	Agenda	934169699 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	WIELAND F. WETTSTEIN		For	For
	2	MICHAEL B. DECKER		For	For
	3	JOHN P. DIELWART		For	For
	4	GREGORY L. MCMICHAEL		For	For
	5	KEVIN O. MEYERS		For	For
	6	PHIL RYKHOEK		For	For
	7	RANDY STEIN		For	For
	8	LAURA A. SUGG		For	For
2.	AN ADVISORY VOTE TO APPROVE NAMED		Management	For	For
	EXECUTIVE OFFICER COMPENSATION
3.	TO VOTE ON THE AMENDMENT AND		Management	For	For
	RESTATEMENT OF OUR 2004 OMNIBUS
	STOCK AND INCENTIVE PLAN, INCLUDING
	TO INCREASE THE NUMBER OF RESERVED
	SHARES AND FOR INTERNAL REVENUE
	CODE SECTION 162(M) QUALIFICATION
4.	TO RATIFY THE AUDIT COMMITTEE'S		Management	For	For
	SELECTION OF
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR 2015

Page 39 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

FISERV, INC.
Security	337738108	Meeting Type	Annual
Ticker Symbol	FISV	Meeting Date	20-May-2015
ISIN	US3377381088	Agenda	934167811 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	ALISON DAVIS		For	For
	2	CHRISTOPHER M. FLINK		For	For
	3	DANIEL P. KEARNEY		For	For
	4	DENNIS F. LYNCH		For	For
	5	DENIS J. O'LEARY		For	For
	6	GLENN M. RENWICK		For	For
	7	KIM M. ROBAK		For	For
	8	DOYLE R. SIMONS		For	For
	9	THOMAS C. WERTHEIMER		For	For
	10	JEFFERY W. YABUKI		For	For
2.	TO APPROVE, ON AN ADVISORY BASIS, THE		Management	For	For
	COMPENSATION OF THE NAMED EXECUTIVE
	OFFICERS OF FISERV, INC.
3.	TO RATIFY THE APPOINTMENT OF DELOITTE		Management	For	For
	& TOUCHE LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM OF
	FISERV, INC. FOR 2015.
4.	A SHAREHOLDER PROPOSAL RELATING TO		Shareholder	Against	For
	EXECUTIVE RETENTION OF STOCK.

INGREDION INC
Security	457187102	Meeting Type	Annual
Ticker Symbol	INGR	Meeting Date	20-May-2015
ISIN	US4571871023	Agenda	934171478 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: LUIS ARANGUREN-	Management	For	For
	TRELLEZ
1B.	ELECTION OF DIRECTOR: DAVID B. FISCHER	Management	For	For
1C.	ELECTION OF DIRECTOR: ILENE S. GORDON	Management	For	For
1D.	ELECTION OF DIRECTOR: PAUL HANRAHAN	Management	For	For
1E.	ELECTION OF DIRECTOR: RHONDA L.	Management	For	For
	JORDAN
1F.	ELECTION OF DIRECTOR: GREGORY B.	Management	For	For
	KENNY
1G.	ELECTION OF DIRECTOR: BARBARA A. KLEIN	Management	For	For
1H.	ELECTION OF DIRECTOR: VICTORIA J. REICH	Management	For	For
1I.	ELECTION OF DIRECTOR: DWAYNE A.	Management	For	For
	WILSON
2.	TO APPROVE, BY ADVISORY VOTE, THE	Management	For	For
	COMPENSATION OF THE COMPANY'S
	"NAMED EXECUTIVE OFFICERS"
3.	TO APPROVE THE INGREDION	Management	For	For
	INCORPORATED ANNUAL INCENTIVE PLAN
4.	TO RATIFY THE APPOINTMENT OF KPMG LLP	Management	For	For
	AS THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM OF THE COMPANY AND
	ITS SUBSIDIARIES, IN RESPECT OF THE
	COMPANY'S OPERATIONS IN 2015

Page 40 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ANNALY CAPITAL MANAGEMENT, INC.
Security	035710409	Meeting Type	Annual
Ticker Symbol	NLY	Meeting Date	21-May-2015
ISIN	US0357104092	Agenda	934172800 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: WELLINGTON J.	Management	For	For
	DENAHAN
1B.	ELECTION OF DIRECTOR: MICHAEL HAYLON	Management	For	For
1C.	ELECTION OF DIRECTOR: DONNELL A.	Management	For	For
	SEGALAS
2.	THE PROPOSAL TO APPROVE A NON-	Management	For	For
	BINDING ADVISORY RESOLUTION ON
	EXECUTIVE COMPENSATION.
3.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	ERNST & YOUNG LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR 2015.

EXPEDITORS INT'L OF WASHINGTON, INC.
Security	302130109	Meeting Type	Annual
Ticker Symbol	EXPD	Meeting Date	21-May-2015
ISIN	US3021301094	Agenda	934178080 - Management

Item	Proposal		Vote	For/Against
1A	ELECTION OF DIRECTOR: ROBERT R.	Management	For	For
	WRIGHT
1B	ELECTION OF DIRECTOR: MARK A. EMMERT	Management	For	For
1C	ELECTION OF DIRECTOR: DAN P.	Management	For	For
	KOURKOUMELIS
1D	ELECTION OF DIRECTOR: MICHAEL J.	Management	For	For
	MALONE
1E	ELECTION OF DIRECTOR: RICHARD B.	Management	For	For
	MCCUNE
1F	ELECTION OF DIRECTOR: JOHN W.	Management	For	For
	MEISENBACH
1G	ELECTION OF DIRECTOR: JEFFREY S.	Management	For	For
	MUSSER
1H	ELECTION OF DIRECTOR: LIANE J.	Management	For	For
	PELLETIER
1I	ELECTION OF DIRECTOR: JAMES L.K. WANG	Management	For	For
1J	ELECTION OF DIRECTOR: TAY YOSHITANI	Management	For	For
2	ADVISORY VOTE TO APPROVE NAMED	Management	Against	Against
	EXECUTIVE OFFICER COMPENSATION.
3	APPROVE 2015 STOCK OPTION PLAN.	Management	Against	Against
4	RATIFICATION OF OUR INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM.
5	ADVISORY VOTE TO APPROVE COMPANY-	Management	For	For
	SPONSORED PROXY ACCESS FRAMEWORK.
6	SHAREHOLDER PROPOSAL: PROXY	Shareholder	Against	For
	ACCESS.
7	SHAREHOLDER PROPOSAL:	Shareholder	For	Against
	PERFORMANCE-BASED EXECUTIVE EQUITY
	AWARDS.
8	SHAREHOLDER PROPOSAL: NO	Shareholder	For	Against
	ACCELERATED VESTING OF EQUITY
	AWARDS.
9	SHAREHOLDER PROPOSAL: RETAIN	Shareholder	Against	For
	SIGNIFICANT STOCK FROM EQUITY
	COMPENSATION.
10	SHAREHOLDER PROPOSAL: RECOVERY OF	Shareholder	Against	For
	UNEARNED MANAGEMENT BONUSES.

Page 41 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

LUMBER LIQUIDATORS HOLDINGS, INC.
Security	55003T107	Meeting Type	Annual
Ticker Symbol	LL	Meeting Date	21-May-2015
ISIN	US55003T1079	Agenda	934171606 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	DOUGLAS T. MOORE		For	For
	2	NANCY M. TAYLOR		For	For
	3	JIMMIE L. WADE		For	For
2.	PROPOSAL TO RATIFY THE SELECTION OF		Management	For	For
	ERNST & YOUNG LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2015.
3.	PROPOSAL TO PROVIDE ADVISORY (NON-		Management	For	For
	BINDING) APPROVAL OF NAMED EXECUTIVE
	OFFICER COMPENSATION.

UNUM GROUP
Security	91529Y106	Meeting Type	Annual
Ticker Symbol	UNM	Meeting Date	21-May-2015
ISIN	US91529Y1064	Agenda	934162859 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: CYNTHIA L. EGAN	Management	For	For
1B.	ELECTION OF DIRECTOR: PAMELA H.	Management	For	For
	GODWIN
1C.	ELECTION OF DIRECTOR: TIMOTHY F.	Management	For	For
	KEANEY
1D.	ELECTION OF DIRECTOR: THOMAS KINSER	Management	For	For
1E.	ELECTION OF DIRECTOR: GLORIA C.	Management	For	For
	LARSON
1F.	ELECTION OF DIRECTOR: A.S. MACMILLAN,	Management	For	For
	JR.
1G.	ELECTION OF DIRECTOR: RICHARD P.	Management	For	For
	MCKENNEY
1H.	ELECTION OF DIRECTOR: EDWARD J. MUHL	Management	For	For
1I.	ELECTION OF DIRECTOR: WILLIAM J. RYAN	Management	For	For
1J.	ELECTION OF DIRECTOR: THOMAS R.	Management	For	For
	WATJEN
2.	TO APPROVE, ON AN ADVISORY BASIS, THE	Management	Against	Against
	COMPENSATION OF THE COMPANY'S
	NAMED EXECUTIVE OFFICERS.
3.	TO RATIFY THE APPOINTMENT OF ERNST &	Management	For	For
	YOUNG LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2015.

Page 42 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

CAMECO CORPORATION
Security	13321L108	Meeting Type	Annual
Ticker Symbol	CCJ	Meeting Date	22-May-2015
ISIN	CA13321L1085	Agenda	934171884 - Management

Item	Proposal			Vote	For/Against
A	YOU DECLARE THAT THE SHARES		Management	Against	For
	REPRESENTED BY THIS VOTING
	INSTRUCTION FORM ARE HELD,
	BENEFICIALLY OWNED OR CONTROLLED,
	EITHER DIRECTLY OR INDIRECTLY, BY A
	RESIDENT OF CANADA AS DEFINED BELOW.
	IF THE SHARES ARE HELD IN THE NAMES OF
	TWO OR MORE PEOPLE, YOU DECLARE
	THAT ALL OF THESE PEOPLE ARE
	RESIDENTS OF CANADA. NOTE: "FOR" = YES,
	"ABSTAIN" = NO "AGAINST" WILL BE
	TREATED AS NOT MARKED
B	DIRECTOR		Management
	1	IAN BRUCE		For	For
	2	DANIEL CAMUS		For	For
	3	JOHN CLAPPISON		For	For
	4	JAMES CURTISS		For	For
	5	DONALD DERANGER		For	For
	6	CATHERINE GIGNAC		For	For
	7	TIM GITZEL		For	For
	8	JAMES GOWANS		For	For
	9	NANCY HOPKINS		For	For
	10	ANNE MCLELLAN		For	For
	11	NEIL MCMILLAN		For	For
C	APPOINT KPMG LLP AS AUDITORS		Management	For	For
D	RESOLVED, ON AN ADVISORY BASIS AND		Management	For	For
	NOT TO DIMINISH THE ROLE AND
	RESPONSIBILITIES OF THE BOARD OF
	DIRECTORS, THAT THE SHAREHOLDERS
	ACCEPT THE APPROACH TO EXECUTIVE
	COMPENSATION DISCLOSED IN CAMECO'S
	MANAGEMENT PROXY CIRCULAR
	DELIVERED IN ADVANCE OF THE 2015
	ANNUAL MEETING OF SHAREHOLDERS.

MAXWELL TECHNOLOGIES, INC.
Security	577767106	Meeting Type	Annual
Ticker Symbol	MXWL	Meeting Date	22-May-2015
ISIN	US5777671067	Agenda	934174563 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	FRANZ FINK		For	For
	2	ROGER HOWSMON		For	For
2	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	BDO USA, LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE FISCAL YEAR ENDING DECEMBER
	31, 2015.
3	TO APPROVE AN INCREASE IN THE NUMBER		Management	Against	Against
	OF SHARES OF COMMON STOCK RESERVED
	FOR ISSUANCE UNDER THE 2013 OMNIBUS
	EQUITY INCENTIVE PLAN BY 1,500,000.
4	TO APPROVE, ON AN ADVISORY BASIS, OUR		Management	For	For
	NAMED EXECUTIVE OFFICER
	COMPENSATION.

Page 43 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ZIONS BANCORPORATION
Security	989701107	Meeting Type	Annual
Ticker Symbol	ZION	Meeting Date	22-May-2015
ISIN	US9897011071	Agenda	934167532 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: JERRY C. ATKIN	Management	For	For
1B.	ELECTION OF DIRECTOR: JOHN C.	Management	For	For
	ERICKSON
1C.	ELECTION OF DIRECTOR: PATRICIA FROBES	Management	For	For
1D.	ELECTION OF DIRECTOR: SUREN K. GUPTA	Management	For	For
1E.	ELECTION OF DIRECTOR: J. DAVID HEANEY	Management	For	For
1F.	ELECTION OF DIRECTOR: VIVIAN S. LEE	Management	For	For
1G.	ELECTION OF DIRECTOR: EDWARD F.	Management	For	For
	MURPHY
1H.	ELECTION OF DIRECTOR: ROGER B.	Management	For	For
	PORTER
1I.	ELECTION OF DIRECTOR: STEPHEN D.	Management	For	For
	QUINN
1J.	ELECTION OF DIRECTOR: HARRIS H.	Management	For	For
	SIMMONS
1K.	ELECTION OF DIRECTOR: L.E. SIMMONS	Management	For	For
1L.	ELECTION OF DIRECTOR: SHELLEY THOMAS	Management	For	For
	WILLIAMS
1M.	ELECTION OF DIRECTOR: STEVEN C.	Management	For	For
	WHEELWRIGHT
2.	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	ERNST & YOUNG LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM TO
	AUDIT THE COMPANY'S FINANCIAL
	STATEMENTS FOR THE CURRENT FISCAL
	YEAR.
3.	APPROVAL, ON A NONBINDING ADVISORY	Management	For	For
	BASIS, OF THE COMPENSATION PAID TO
	THE COMPANY'S NAMED EXECUTIVE
	OFFICERS WITH RESPECT TO THE FISCAL
	YEAR ENDED DECEMBER 31, 2014.
4.	APPROVAL OF THE COMPANY'S 2015	Management	For	For
	OMNIBUS INCENTIVE PLAN.
5.	THAT THE SHAREHOLDERS REQUEST THE	Shareholder	Against	For
	BOARD OF DIRECTORS TO ESTABLISH A
	POLICY REQUIRING THAT THE BOARD'S
	CHAIRMAN BE AN "INDEPENDENT"
	DIRECTOR.

Page 44 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

FLAGSTAR BANCORP, INC.
Security	337930705	Meeting Type	Annual
Ticker Symbol	FBC	Meeting Date	28-May-2015
ISIN	US3379307057	Agenda	934184588 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ALESSANDRO P.	Management	For	For
	DINELLO
1B.	ELECTION OF DIRECTOR: JAY J. HANSEN	Management	For	For
1C.	ELECTION OF DIRECTOR: JOHN D. LEWIS	Management	For	For
1D.	ELECTION OF DIRECTOR: DAVID J. MATLIN	Management	For	For
1E.	ELECTION OF DIRECTOR: BRUCE E. NYBERG	Management	For	For
1F.	ELECTION OF DIRECTOR: JAMES A.	Management	For	For
	OVENDEN
1G.	ELECTION OF DIRECTOR: PETER SCHOELS	Management	For	For
1H.	ELECTION OF DIRECTOR: DAVID L.	Management	For	For
	TREADWELL
2.	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR THE YEAR
	ENDING DECEMBER 31, 2015.
3.	TO ADOPT AN ADVISORY (NON-BINDING)	Management	For	For
	RESOLUTION TO APPROVE NAMED
	EXECUTIVE OFFICER COMPENSATION.

MASIMO CORPORATION
Security	574795100	Meeting Type	Annual
Ticker Symbol	MASI	Meeting Date	02-Jun-2015
ISIN	US5747951003	Agenda	934222441 - Management

Item	Proposal		Vote	For/Against
1.	ELECTION OF CLASS II DIRECTOR: MR. JOE	Management	For	For
	KIANI
2.	TO RATIFY THE SELECTION OF GRANT	Management	For	For
	THORNTON LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR FISCAL YEAR 2015.
3.	ADVISORY VOTE TO APPROVE NAMED	Management	For	For
	EXECUTIVE OFFICER COMPENSATION.

Page 45 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

NXP SEMICONDUCTORS NV.
Security	N6596X109	Meeting Type	Annual
Ticker Symbol	NXPI	Meeting Date	02-Jun-2015
ISIN	NL0009538784	Agenda	934222566 - Management

Item	Proposal		Vote	For/Against
2C.	ADOPTION OF THE 2014 STATUTORY	Management	For	For
	ANNUAL ACCOUNTS
2D.	GRANTING DISCHARGE TO THE DIRECTORS	Management	For	For
	FOR THEIR RESPONSIBILITIES IN THE
	FINANCIAL YEAR 2014
3A.	PROPOSAL TO RE-APPOINT MR. RICHARD L.	Management	For	For
	CLEMMER AS EXECUTIVE DIRECTOR WITH
	EFFECT FROM JUNE 2, 2015
3B.	PROPOSAL TO RE-APPOINT SIR PETER	Management	For	For
	BONFIELD AND NON-EXECUTIVE DIRECTOR
	WITH EFFECT FROM JUNE 2, 2015
3C.	PROPOSAL TO RE-APPOINT MR. JOHANNES	Management	For	For
	P. HUTH AS NON-EXECUTIVE DIRECTOR
	WITH EFFECT FROM JUNE 2, 2015
3D.	PROPOSAL TO RE-APPOINT MR. KENNETH A.	Management	For	For
	GOLDMAN AS NON-EXECUTIVE DIRECTOR
	WITH EFFECT FROM JUNE 2, 2015
3E.	PROPOSAL TO RE-APPOINT DR. MARION	Management	For	For
	HELMES AS NON-EXECUTIVE DIRECTOR
	WITH EFFECT FROM JUNE 2, 2015
3F.	PROPOSAL TO RE-APPOINT MR. JOSEPH	Management	For	For
	KAESER AS NON-EXECUTIVE DIRECTOR
	WITH EFFECT FROM JUNE 2, 2015
3G.	PROPOSAL TO RE-APPOINT MR. IAN LORING	Management	For	For
	AS NON-EXECUTIVE DIRECTOR WITH
	EFFECT FROM JUNE 2, 2015
3H.	PROPOSAL TO RE-APPOINT MR. ERIC	Management	For	For
	MEURICE AS NON-EXECUTIVE DIRECTOR
	WITH EFFECT FROM JUNE 2, 2015
3I.	PROPOSAL TO RE-APPOINT MS. JULIE	Management	For	For
	SOUTHERN AS NON-EXECUTIVE DIRECTOR
	EFFECT FROM JUNE 2, 2015
3J.	PROPOSAL TO APPOINT DR. RICK TSAI AS	Management	For	For
	NON-EXECUTIVE DIRECTOR WITH EFFECT
	FROM JUNE 2, 2015
4A.	AUTHORIZATION OF THE BOARD OF	Management	For	For
	DIRECTORS TO ISSUE SHARES OR GRANT
	RIGHTS TO ACQUIRE SHARES
4B.	AUTHORIZATION OF THE BOARD OF	Management	For	For
	DIRECTORS TO RESTRICT OR EXCLUDE
	PRE-EMPTION RIGHTS
5.	AUTHORIZATION OF THE BOARD OF	Management	For	For
	DIRECTORS TO REPURCHASE SHARES IN
	THE COMPANY'S CAPITAL
6.	AUTHORIZATION TO CANCEL	Management	For	For
	REPURCHASED SHARES IN THE COMPANY'S
	CAPITAL
7.	RE-APPOINTMENT OF KPMG ACCOUNTANTS	Management	For	For
	N.V. AS THE COMPANY'S EXTERNAL
	AUDITOR

Page 46 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

THE FRESH MARKET, INC.
Security	35804H106	Meeting Type	Annual
Ticker Symbol	TFM	Meeting Date	02-Jun-2015
ISIN	US35804H1068	Agenda	934213670 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	BOB SASSER		For	For
	2	ROBERT K. SHEARER		For	For
	3	STEVEN TANGER		For	For
2.	ADVISORY VOTE TO APPROVE NAMED		Management	For	For
	EXECUTIVE OFFICER COMPENSATION.
3.	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	ERNST & YOUNG LLP AS OUR COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR FISCAL 2015.

URBAN OUTFITTERS, INC.
Security	917047102	Meeting Type	Annual
Ticker Symbol	URBN	Meeting Date	02-Jun-2015
ISIN	US9170471026	Agenda	934142756 - Management

Item	Proposal		Vote	For/Against
1A	ELECTION OF DIRECTOR: EDWARD N.	Management	For	For
	ANTOIAN
1B	ELECTION OF DIRECTOR: SCOTT A. BELAIR	Management	For	For
1C	ELECTION OF DIRECTOR: HARRY S.	Management	For	For
	CHERKEN, JR.
1D	ELECTION OF DIRECTOR: MARGARET A.	Management	For	For
	HAYNE
1E	ELECTION OF DIRECTOR: RICHARD A.	Management	For	For
	HAYNE
1F	ELECTION OF DIRECTOR: ELIZABETH ANN	Management	For	For
	LAMBERT
1G	ELECTION OF DIRECTOR: JOEL S. LAWSON	Management	For	For
	III
1H	ELECTION OF DIRECTOR: ROBERT H.	Management	For	For
	STROUSE
2	TO RATIFY THE APPOINTMENT OF DELOITTE	Management	For	For
	& TOUCHE LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR FISCAL YEAR 2016.
3	TO RE-APPROVE THE URBAN OUTFITTERS	Management	For	For
	EXECUTIVE INCENTIVE PLAN.
4	SHAREHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	HUMAN RIGHTS REPORT.
5	SHAREHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	PROXY ACCESS.

Page 47 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

ALLIANCE DATA SYSTEMS CORPORATION
Security	018581108	Meeting Type	Annual
Ticker Symbol	ADS	Meeting Date	03-Jun-2015
ISIN	US0185811082	Agenda	934194628 - Management

Item	Proposal		Vote	For/Against
1.1	ELECTION OF DIRECTOR: BRUCE K.	Management	For	For
	ANDERSON
1.2	ELECTION OF DIRECTOR: ROGER H. BALLOU	Management	For	For
1.3	ELECTION OF DIRECTOR: D. KEITH COBB	Management	For	For
1.4	ELECTION OF DIRECTOR: E. LINN DRAPER,	Management	For	For
	JR.
1.5	ELECTION OF DIRECTOR: EDWARD J.	Management	For	For
	HEFFERNAN
1.6	ELECTION OF DIRECTOR: KENNETH R.	Management	For	For
	JENSEN
1.7	ELECTION OF DIRECTOR: ROBERT A.	Management	For	For
	MINICUCCI
1.8	ELECTION OF DIRECTOR: LAURIE A. TUCKER	Management	For	For
2.	ADVISORY APPROVAL OF EXECUTIVE	Management	For	For
	COMPENSATION.
3.	APPROVAL OF 2015 OMNIBUS INCENTIVE	Management	Against	Against
	PLAN.
4.	APPROVAL OF 2015 EMPLOYEE STOCK	Management	For	For
	PURCHASE PROGRAM.
5.	TO RATIFY THE SELECTION OF DELOITTE &	Management	For	For
	TOUCHE LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM OF
	ALLIANCE DATA SYSTEMS CORPORATION
	FOR 2015.
6.	STOCKHOLDER PROPOSAL REGARDING	Shareholder	Against	For
	PROXY ACCESS.

INGERSOLL-RAND PLC
Security	G47791101	Meeting Type	Annual
Ticker Symbol	IR	Meeting Date	04-Jun-2015
ISIN	IE00B6330302	Agenda	934200659 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: ANN C. BERZIN`	Management	For	For
1B.	ELECTION OF DIRECTOR: JOHN BRUTON	Management	For	For
1C.	ELECTION OF DIRECTOR: ELAINE L. CHAO	Management	For	For
1D.	ELECTION OF DIRECTOR: JARED L. COHON	Management	For	For
1E.	ELECTION OF DIRECTOR: GARY D. FORSEE	Management	For	For
1F.	ELECTION OF DIRECTOR: CONSTANCE J.	Management	For	For
	HORNER
1G.	ELECTION OF DIRECTOR: LINDA P. HUDSON	Management	For	For
1H.	ELECTION OF DIRECTOR: MICHAEL W.	Management	For	For
	LAMACH
1I.	ELECTION OF DIRECTOR: MYLES P. LEE	Management	For	For
1J.	ELECTION OF DIRECTOR: JOHN P. SURMA	Management	For	For
1K.	ELECTION OF DIRECTOR: RICHARD J. SWIFT	Management	For	For
1L.	ELECTION OF DIRECTOR: TONY L. WHITE	Management	For	For
2.	ADVISORY APPROVAL OF THE	Management	For	For
	COMPENSATION OF THE COMPANY'S
	NAMED EXECUTIVE OFFICERS.
3.	APPROVAL OF THE APPOINTMENT OF	Management	For	For
	INDEPENDENT AUDITORS OF THE COMPANY
	AND AUTHORIZATION OF THE AUDIT
	COMMITTEE OF THE BOARD OF DIRECTORS
	TO SET THE AUDITORS' REMUNERATION.
4.	APPROVAL OF THE RENEWAL OF THE	Management	For	For
	DIRECTORS' EXISTING AUTHORITY TO
	ISSUE SHARES.
5.	APPROVAL OF THE RENEWAL OF THE	Management	For	For
	DIRECTORS' EXISTING AUTHORITY TO
	ISSUE SHARES FOR THE CASH WITHOUT
	FIRST OFFERING SHARES TO EXISTING
	SHAREHOLDERS. (SPECIAL RESOLUTION)
6.	DETERMINATION OF THE PRICE RANGE AT	Management	For	For
	WHICH THE COMPANY CAN REISSUE
	SHARES THAT IT HOLDS AS TREASURY
	SHARES.(SPECIAL RESOLUTION)

Page 48 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

JARDEN CORPORATION
Security	471109108	Meeting Type	Annual
Ticker Symbol	JAH	Meeting Date	04-Jun-2015
ISIN	US4711091086	Agenda	934190098 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	MARTIN E. FRANKLIN		For	For
	2	JAMES E. LILLIE		For	For
	3	MICHAEL S. GROSS		For	For
	4	ROS L'ESPERANCE		For	For
2.	APPROVAL OF AN AMENDMENT TO THE		Management	Against	Against
	COMPANY'S RESTATED CERTIFICATE OF
	INCORPORATION, AS AMENDED, TO
	INCREASE THE NUMBER OF SHARES OF
	AUTHORIZED COMMON STOCK FROM
	300,000,000 TO 500,000,000.
3.	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS
	JARDEN CORPORATION'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE YEAR ENDING DECEMBER 31, 2015.
4.	ADVISORY APPROVAL OF JARDEN		Management	Against	Against
	CORPORATION'S EXECUTIVE
	COMPENSATION.

NATUS MEDICAL INCORPORATED
Security	639050103	Meeting Type	Annual
Ticker Symbol	BABY	Meeting Date	04-Jun-2015
ISIN	US6390501038	Agenda	934198854 - Management

Item	Proposal		Vote	For/Against
1A.	ELECTION OF DIRECTOR: DORIS E.	Management	For	For
	ENGIBOUS
1B.	ELECTION OF DIRECTOR: WILLIAM M.	Management	For	For
	MOORE
2	TO RATIFY THE APPOINTMENT OF KPMG LLP	Management	For	For
	AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE YEAR ENDING
	DECEMBER 31, 2015.
3	ADVISORY APPROVAL OF THE COMPANY'S	Management	For	For
	NAMED EXECUTIVE OFFICER
	COMPENSATION.
4	TO APPROVE THE NATUS MEDICAL	Management	For	For
	INCORPORATED CASH INCENTIVE PLAN.

Page 49 of 50

Thompson MidCap Fund
Proxy Voting Record for Period 07/01/2014 to 06/30/2015

MEDASSETS, INC.
Security	584045108	Meeting Type	Annual
Ticker Symbol	MDAS	Meeting Date	11-Jun-2015
ISIN	US5840451083	Agenda	934224673 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	C.A. (LANCE) PICCOLO		For	For
	2	BRUCE F. WESSON		For	For
	3	CAROL J. ZIERHOFFER		For	For
2.	TO RATIFY THE APPOINTMENT OF KPMG		Management	For	For
	LLP, AS THE INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR THE
	COMPANY FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2015.
3.	TO APPROVE THE COMPENSATION OF THE		Management	For	For
	COMPANY'S NAMED EXECUTIVE OFFICERS.

CAVIUM, INC.
Security	14964U108	Meeting Type	Annual
Ticker Symbol	CAVM	Meeting Date	18-Jun-2015
ISIN	US14964U1088	Agenda	934211981 - Management

Item	Proposal			Vote	For/Against
1.	DIRECTOR		Management
	1	SANJAY MEHROTRA		For	For
	2	MADHAV V. RAJAN		For	For
2	TO RATIFY THE SELECTION OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE
	INDEPENDENT AUDITORS OF CAVIUM, INC.
	FOR ITS FISCAL YEAR ENDING DECEMBER
	31, 2015.
3	TO APPROVE, ON AN ADVISORY BASIS, THE		Management	For	For
	COMPENSATION OF CAVIUM, INC.'S NAMED
	EXECUTIVE OFFICERS.

CHICO'S FAS, INC.
Security	168615102	Meeting Type	Annual
Ticker Symbol	CHS	Meeting Date	25-Jun-2015
ISIN	US1686151028	Agenda	934220473 - Management

Item	Proposal		Vote	For/Against
1.1	ELECTION OF DIRECTOR: ROSS E. ROEDER	Management	For	For
1.2	ELECTION OF DIRECTOR: ANDREA M. WEISS	Management	For	For
2.	PROPOSAL TO RATIFY THE APPOINTMENT	Management	For	For
	OF ERNST & YOUNG, LLP AS INDEPENDENT
	CERTIFIED PUBLIC ACCOUNTANTS.
3.	ADVISORY RESOLUTION TO APPROVE	Management	For	For
	EXECUTIVE COMPENSATION.
4.	PROPOSAL TO APPROVE PAYMENTS UNDER	Management	For	For
	CHICO'S FAS, INC.'S CASH BONUS
	INCENTIVE PLAN.

Page 50 of 50

Thompson Bond Fund

There were no matters relating to a portfolio security considered at any shareholder meetings held during the reporting period and with respect to which the registrant was entitled to vote.

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THOMPSON IM FUNDS, INC.
By:	/s/	Jason L. Stephens
		Jason L. Stephens, Chief Executive
		Officer
Date: August 26, 2015