Summary of Proposal and Funds AffectedSUMMARY OF PROPOSAL AND FUNDS AFFECTED

The shareholders of all of the Funds, voting separately,together, will be entitled to vote at the Meeting on the proposal being presented for shareholder consideration. The following proposals are to be voted on atproposal is set forth in the Meeting:Notice of Special Meeting and is discussed in detail in this Proxy Statement.

Although the Directors do not anticipate any other items of business being brought before the Meeting, the accompanying proxy gives discretionary authority to the individuals named in the proxy with respect to any other matters that might properly be brought before the Meeting. Those individuals intend to vote all proxies in accordance with their best judgment and in the interest of the Company and each Fund.

PROPOSAL 1: TO APPROVE A NEW ADVISORY AGREEMENTELECTION OF THE DIRECTORS OF THE BOARD

Terms of New Advisory Agreement

The Board recommendsAt the Meeting, shareholders of each Fund adopt the New Advisory Agreement between the Company, on behalf of each Fund, and the Advisor. The material terms of the New Advisory Agreement are identical to the material terms of the Current Advisory Agreement and, if approved by the shareholders, will replace the Current Advisory Agreement. Like the Current Advisory Agreement, under the New Advisory Agreement the Advisor will continue to be responsible for managing the investment and reinvestment of each Fund’s assets. In addition, fees paid to the Advisor by each Fund under the New Advisory Agreement will be calculated at the same rate as the fees paid by that Fund under the Current Advisory Agreement.Like the Current Advisory Agreement, under the New Advisory Agreement, the Advisor will accept an annual management fee from each of the Funds as its full compensation for the services contemplated by the New Advisory Agreement. This management fee is computed on each day based on the value of net assets on such day.

The New Advisory Agreement clarifies and expands upon a number of concepts as compared to the Current Advisory Agreement:

As discussed above, under the New Advisory Agreement, the management fee is computed on each day based on the value of net assets on such day. The New Advisory Agreement clarifies that net asset value would be computed in the event the determination of net asset value were suspended based on the net asset value as of the last business day prior to that suspension. It further clarifies how it would be computed if the New Advisory Agreement were terminated prior to the end of any month.

The New Advisory Agreement and the Current Advisory Agreement have different effective dates. From the new effective date, the New Advisory Agreement, if approved by shareholders, will remain in force for an initial term of two years, and from year to year thereafter, so long as each such latter continuance is approved at least annually by (a) the vote of a majority of the Board of Directors of the Company will be asked to elect to the Board five Directors, to hold office until their respective successors are duly elected and qualified. Each of Mr. Austin, and Mr. Stephens was previously elected to the Board. Ms. Boyle and Ms. Minor was previously appointed to the Board, as permitted by the 1940 Act. Four of the nominees for Director who currently serve on the Board are not parties to the New Advisory Agreement or “interested persons” (asof the Company (“Independent Directors”), as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval;Act. The current Independent Directors are Mr. Austin, Ms. Boyle, Ms. Lipton, and (b) either by a vote of a majority of the Board or by vote of a majority of the outstanding shares of such Fund (as defined with respect to voting securities in the 1940 Act). The New Advisory Agreement may be terminatedMs. Minor. Mr. Stephens is an “interested person” as to any Fund at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding shares of such Fund on 60 days’ written notice to the Advisor, or by the Advisor at any time, without the payment of any penalty, on 60 days’ written notice to the Company. The New Advisory Agreement automatically terminates in the event of its assignment, as defined by the 1940 Act and the rules thereunder.

The form of the New Advisory Agreement is provided in Exhibit A to this Proxy Statement.

Terms of Current Advisory Agreement

The Current Advisory Agreement is dated January 16, 2004, and was last submitted to a vote of shareholders of the Funds on January 16, 2004, at which time the shareholders of the Funds approved the Current Advisory Agreement.

The Current Advisory Agreement was last approved by a vote of a majority of the Board of Directors, including a majority of the Directors who are not parties to the Agreement or “interested persons” of the Funds as that term is defined in the 1940 Act (the “Independent Directors”) at its meeting on November 13, 2019.by virtue of his position with the Company and the Advisor. The Board recommends that Mr. Austin, Ms. Boyle, Ms. Minor, and Mr. Stephens be re-elected. The Board also recommends that Mr. Evans be elected to the Board. If elected Mr. Evans would be an “interested person” by virtue of Directorshis position with the Company and the Advisor and therefore would not be an Independent Director if elected.

Certain information about Mr. Austin, Ms. Boyle, Ms. Lipton, Ms. Minor, Mr. Stephens, and Mr. Evans is set forth below. Each person listed under “Interested Persons” below is an “interested person” of the Funds, including allCompany, the Advisor, or the Underwriter. Each person who is not an “interested person” of the Independent Directors, voted unanimouslyCompany, the Advisor, or the Underwriter is referred to renewas an “Independent Director” and is listed as such in the Current Advisory Agreement between the Fundstable below. The address of each Director, nominee and Thompson Investment Management, Inc. for each of the LargeCap Fund, the MidCap Fund and the Bond Fund.

The Advisor accepts an annual management fee from each of the Fundsofficer as its full compensation for the services performed under the Current Advisory Agreement. Under the Current Advisory Agreement, the management fee for the LargeCap Fund is at the annual rate of 1.00% of the first $50 million average daily net assets of the Fund and 0.90% of average daily net assets in excess of $50 million. The management fee of the MidCap Fund is at the annual rate of 1.00% of the first $50 million of average daily net assets of the Fund and 0.90% of average daily net assets in excess of $50 million. The management fee of the Bond Fund is at the annual rate of 0.65% of the first $50 million of average daily net assets of the Fund and 0.60% of average daily net assets in excess of $50 million. The advisory fee rate with respect to each Fund will not change under the New Advisory Agreement.

Fees

During the fiscal year ended November 30, 2019, each Fund paid the following aggregate advisory feesit relates to the Advisor:

The following table sets forth the aggregate administrative and accounting fees paid to TIM for fiscal year ended November 30, 2019:

Information about the Advisor

Thompson Investment Management, Inc.Company’s business is a Delaware corporation having its main office located at 1255 Fourier Drive, Suite 200, Madison, Wisconsin 53717. The Advisor is a registered investment adviser underindividuals named in the Investment Advisers Actaccompanying proxy form intend to vote at the Meeting (unless directed not to do so) FOR the election of 1940, as amended,Mr. Austin, Ms. Boyle, Ms. Minor, Mr. Stephens, and acts as investment adviser and administrator to the Funds.

As of the date of this Proxy Statement, the control person of the Advisor is John W. Thompson who owns 100% of the 2,000 shares of voting common stock outstanding. Ms. Hubbard and Messrs. Evans and Stephens each own shares of nonvoting common stock of the Advisor as of the date of this Proxy Statement.

Since the beginning of the most recently completed fiscal year of the Funds, Jason L Stephens, who is an interested director of the Funds, purchased 3,334 shares of the nonvoting common stock of the Advisor from John W. Thompson for aggregate consideration of $913,033.80 cash pursuant to the Shareholders Agreement. The Shareholders Agreement requires that John W. Thompson resign as a Director of the Funds and Advisor as part of the transition plan for the Advisor, though Mr. Thompson is expected to remain active with TIM, including maintaining an active role in respect of the Funds, in a non-Director capacity. During this time, Mr. Thompson is not expected to serve as a portfolio manager to the Funds and will not be compensated by the Funds (outside of any amounts paid to the Advisor by the Funds pursuant to the New Advisory Agreement).

The Advisor does not advise any other funds, including any other funds that pursue investment objectives similar to those of the Funds.

Current Officers of the Advisor

Set forth below is a list of the directors and officers of TIM, together with information as to any other business, profession, vocation or employment of a substantial nature of those directors and officers during the past two fiscal years. The address of each director or officer is 1255 Fourier Dr., Suite 200, Madison, Wisconsin 53717.Evans.

Current Directors and Officers of the Company

Evaluation

BOARD LEADERSHIP AND RISK OVERSIGHT

George Austin, who is not an “interested person” of the New Advisory Agreement byCompany, serves as Chairman of the Board of Directors of the Company

At its meeting on November 13, 2019, the Board of Directors of the Funds voted unanimously to approve the New Advisory Agreement between the Funds and the Advisor for each of the LargeCap Fund, the MidCap Fund, and the Bond Fund (each of these series of the Funds is sometimes referred to as a “Fund” in this section) and to recommend that the shareholders of each of the Funds approve the New Advisory Agreement. This approval included the approval of all of the Directors who are not parties to the New Advisory Agreement or “interested persons” of the Funds as that term is defined in the Investment Company Act of 1940, as amended (the “Independent Directors”).

The Board’s approval was based on its consideration and evaluation of a variety of factors, including: (1) the nature, extent, and quality of the services provided by the Advisor; (2) the performance of each of the Funds in comparison to its benchmark index and to a peer group of mutual funds; (3) the management fees and total operating expenses of each Fund, including comparative information with respect to a peer group of mutual funds and with respect to fees charged by the Advisor to other clients whose assets are managed under similar objectives and strategies; (4) the extent to which economies of scale may be realized as a Fund grows; and (5) whether fee levels reflect any potential economies of scale for the benefit of shareholders. The Board generally viewed these factors in their totality, with no single factor serving as the principal reason for determining whether to approve the New Advisory Agreement and with individual Board members giving different weight to different factors.

In connection with the approval process, both the Independent Directors as well as the full Board met separately in person on November 13, 2019, and the full Board met by telephone on November 7, 2019, to consider information relevant to the approval process. The Independent Directors and the full Board are referred to collectively as the “Board” in this section.

To facilitate evaluation of the New Advisory Agreement, the Board worked with the Advisor and independent legal counsel to request, obtain, and review information prepared or compiled by the Advisor as well as an independent analysis of each Fund’s performance, expenses, and profitability prepared by Broadridge, a leading independent provider of data for independent directors of investment companies for purposes of their review of investment advisory agreements. Information reviewed included a memorandum from Fund counsel discussing the fiduciary duty of Directors under Section 15(c) of the Act; an executive summary and memorandum from Fund management providing its recommendation for approval of the New Advisory Agreement; the Advisor’s analysis of profitability of the Advisor through its relationship with the Funds, including under the Current Advisory Agreement to the Advisor and the New Advisory Agreement as well as the profitability of related service contracts with the Advisor; a separate profitability comparison prepared by Broadridge; a detailed statistical report from Broadridge comparing each Fund’s respective performance and expenses with both a comparison “group” and a comparison “universe” and a report from Broadridge outlining its methodology in preparing that report; supplementary performance information as of the most recent calendar quarter for the Funds, including a comparison of each Fund’s performance to an applicable category of funds as determined by Morningstar, Inc., a ranking service widely recognized in the mutual fund industry; information regarding the composition of and fees charged for standardized investment products offered to separately managed account clients of the Advisor; the Advisor’s Form ADV, which, among other things, showed fees charged by the Advisor to manage the investments of other clients with objectives and programs similar to the Funds; the New Advisory Agreement (including a comparison of the New Advisory Agreement and the Current Advisory Agreement) and other service agreements with the Advisor; and background information on the Funds’ portfolio managers and reports from the Funds’ Chief Compliance Officer. In addition, the Board had received and considered detailed information on the Funds’ investment performance and expenses at each of its quarterly meetings during the year as well as in-person reports from the Fund’s portfolio managers and reports from the Funds’ Chief Compliance Officer. Throughout the review and approval process, the Independent Directors were represented by independent legal counsel. The Board consulted with independent legal counsel and the Advisor throughout the review and approval process to evaluate the information provided, including the methodology employed by Broadridge in the reports produced for the Board, and to confirm that the content of the information produced as a result of its follow-up requests was satisfactory.

The Board considered the nature, extent, and quality of services provided by the Advisor, including services required to be provided under the New Advisory Agreement, services required to be provided under other agreements with the Advisor and with affiliates of the Advisor, and additional services provided by the Advisor that were not required under any of those agreements. The Board considered the background and experience of the Funds’ portfolio managers, other advisory personnel, compliance personnel, and other support personnel. It noted that in addition to considering these factors at this meeting, it had also considered many of these factors during the course of its quarterly meetings over the past year as well as at its November 7 special telephonic meeting. The Board noted that, in addition to investment management and broker-selection services, the Advisor prepares compliance and other materials for each of the Board’s meetings; provides office space, equipment, information technology and administrative services necessary for operation of the Funds; and performs regular compliance and risk-analysis functions for the Funds. The Board discussed differences between the New Advisory Agreement and the Current Advisory Agreement, noting in particular that the nature, extent, and quality of services provided by the Advisor were not expected to change in any material respect under the New Advisory Agreement. The Board observed that the portfolio managers of the Funds were expected to remain the same and that the compensation payable to the Advisor under the New Advisory Agreement is the same as that under the Current Advisory Agreement. The Board considered that the Advisor has agreed to bear the expenses associated with obtaining shareholder approval of the New Advisory Agreement. The Board considered that the Advisor had represented to the Board that it will use its best efforts to comply with the conditions of Section 15(f) of the Investment Company Act of 1940, as amended, including that no “unfair burden” (as defined in the Investment Company Act of 1940) will be imposed on a Fund as a result of the Change of Control of the Advisor for so long as the requirements of Section 15(f) apply. The Board determined that the terms of the New Advisory Agreement were reasonable and that all material terms of the New Advisory Agreement were materially similar to those provided under the Current Advisory Agreement. The Board believed that the nature, extent, and quality of services provided by the Advisor were comparable to those provided by advisors to comparable funds and that such services were adequate for the Funds’ needs, and were being performed by the Advisor in a competent and appropriate manner.

The Board reviewed the one-, two-, three-, four-, five- and ten-year investment performances of each Fund.

The Board observed that the investment performance for the LargeCap Fund was near the median of its Broadridge performance group for the three- and ten-year periods, although it ranked in the bottom 20 percent for the one-, two- and four-year periods and the bottom 40 percent for the five-year period and compared less favorably relative to its performance universe, in which it ranked in the bottom 20 percent for all but the three- and ten-year periods.

The Board observed that the performance of the MidCap Fund ranked in the top 60 percent of both its performance group and performance universe for the ten-year period, but in the bottom 40 percent or bottom 20 percent for all other periods.

The Board noted that the Bond Fund ranked in the top 20 percent of both its performance group and its performance universe for every period measured other than the one-year period, for which it ranked in the bottom 20 percent.

After considering the performances of the LargeCap Fund, MidCap Fund, and Bond Fund, the Board determined that relative to the performances of comparable funds and to each Fund’s benchmark index, the performance of each Fund was within an acceptable range and was generally in line with its expectations in light of current market conditions and the strategies employed by the Advisor.

In reviewing the cost of services provided to the Funds and profits realized by the Advisor from these relationships, the Board compared information relating to the various management fees charged to separately managed accounts of the Advisor that have relatively analogous investment objectives as those of a Fund. Among the information reviewed by the Board was information relating to standardized investment products offered to separately managed account clients of the Advisor. The Board determined that these standardized products in most instances had investment objectives and styles that were sufficiently different from the investment objectives and styles of any of the Funds so as to make the comparison inapt. With respect to those standardized products available to separately managed account clients of the Advisor that the Board determined to be sufficiently similar in investment objective and strategy to a Fund to be relevant for comparative purposes, the Board determined that in light of the significantly different level of services and resources required for the management of these products and the Funds, the management fees charged by the Advisor with respect to each of the Funds were reasonable relative to the management fees charged by the Advisor with respect to the relevant standardized separately managed account product.

The information provided by Broadridge indicated that the advisory fees of the LargeCap Fund, after taking into account the waiver of a portion of those fees, were in the highest 40 percent of the Fund’s Broadridge comparison group and highest 20 percent of the Fund’s comparison universe. That information indicated that the actual total expense ratio of the LargeCap Fund was among the highest 40 percent of its comparison universe, although its actual total expense ratio was in the middle quintile of its comparison group. The Board observed that the Advisor was proposing to institute a more substantial fee waiver that would further lower the ceiling on the maximum total expense ratio that the Fund could incur from 1.03 percent to 0.99 percent of average daily net assets of the Fund. After taking into account all of these considerations, the Board determined that the management fee and total expense ratio of the LargeCap Fund were reasonable.

The Board noted that the MidCap Fund’s contractual management fee ranked among the highest 40 percent of funds in the MidCap Fund’s Broadridge comparison group, though after taking into account the waiver of a portion thereof by the Advisor, its actual management fees and total expenses ranked in the middle quintile of its comparison group. The Board observed that the total expense ratio and the non-management expense ratio of the Fund continued to be relatively high as compared to the Fund’s Broadridge comparison universe, but that the total expense ratio of the Fund compared somewhat more favorably relative to the Fund’s comparison group. The Board observed that the opportunity existed for the total expense ratio, and in particular non-management expenses, to further decline as the MidCap Fund grows in assets. The Board considered that the Advisor was proposing to continue the fee waiver for the Fund, capping the maximum total expense ratio that the Fund could incur at 1.15 percent. After taking into account all of these considerations, the Board determined that the management fee and total expense ratio of the MidCap Fund were reasonable.

The Board noted that the Bond Fund’s contractual management fee was among the highest of its Broadridge comparison group and that its actual management fee was the highest of both its comparison group and comparison universe. The Board also noted, however, that the Fund’s total expense ratio was in the lowest 40 percent of its Broadridge comparison group and bottom 60 percent of its comparison universe, which the Board determined was reasonable.

With regard to profitability, the Board noted that the Advisor’s pre-tax profitability, before accounting for marketing fees borne by the Advisor, ranked below the median of firms included in the Broadridge analysis, though it ranked somewhat above the median of firms on a post-marketing basis. The Board observed that all of the investment advisors for which profitability information was publicly available and that were included in the Broadridge comparison were publicly traded entities having markedly different marketing strategies from that of the Advisor. The Board determined that the operating margins of the Advisor were reasonable and, after reviewing information provided by Broadridge and reviewing the Advisor’s own analysis, the Board concluded that the cost of services provided by the Advisor and its affiliates to the Funds and the profits realized with respect thereto were reasonable.

The Board also considered whether economies of scale might be realized as the Funds’ assets increase. It noted that the New Advisory Agreement provides for a fee breakpoint at $50 million of assets. This breakpoint is equal to ten basis points for the LargeCap Fund and MidCap Fund and five basis points for the Bond Fund. The Board considered that an increase in assets could provide economies of scale in the Funds’ operations. However, it noted that the level of assets of both the LargeCap Fund and the MidCap Fund presented no meaningful opportunity for such economies. Therefore the Board concluded that neither Fund was likely to realize material economies of scale until its assets grew significantly. The Board noted that assets in the Bond Fund had continued to trend upward, but determined that the Bond Fund had not yet reached a point where the Fund was realizing any material economies of scale.

The Board considered additional benefits to the Advisor arising from the New Advisory Agreement, such as that the Funds may enhance the Advisor’s reputation as an investment adviser, thereby helping the Advisor to attract other clients and investment personnel. The Board determined that benefits of the sort derived from the New Advisory Agreement were consistent with the benefits received by other advisers to mutual funds.

Based primarily on these considerations, the Board approved the New Advisory Agreement with respect to each Fund.

Required Vote

Proposal 1 requires approval by the vote of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of each Fund at a meeting at which a quorum is present. Under the 1940 Act, the vote of a “majority of the outstanding voting securities” of a Fund means the affirmative vote of the lesser of: (a) 67% or more of the shares present or represented by proxy at the Meeting if the holders of more than 50% of the Fund’s outstanding shares are present or represented by proxy at the Meeting, or (b) more than 50% of the Fund’s outstanding shares.

Company. The Board of Directors of the Company Unanimously Recommends a vote “For”oversees the approvalmanagement of the newCompany regarding the administration and operation of the Company and the Funds, including various risks relating to its administration and operation. The Board performs this risk-management oversight both directly and through the audit committee of the Company. Actual day-to-day management of the risks relating to the administration and operation of the Company and the Funds is the responsibility of the Company’s officers, including its Chief Compliance Officer. While the Board, in conjunction with the officers of the Company, attempts to identify all material risks of the Company and of each Fund and to adopt and oversee the implementation of policies and controls to minimize the impact of these risks, it recognizes that it is not possible to identify all of the risks that may affect the Company or a Fund or to develop policies or controls that eliminate all of the Company’s or a Fund’s exposure to risks.

The Board receives reports, presentations and other information from the Advisor in connection with the Board’s consideration of the renewal of each of the Fund’s investment advisory agreementagreements with the Advisor.

Additional Information

Voting InformationThe Board has adopted, and it periodically reviews, policies and procedures designed to address risks to the Company and the Funds. In addition, under the general oversight of the Board, the Advisor and service providers to the Funds have adopted a variety of policies, procedures and controls designed to address particular risks to the Funds.

ShareholdersThe Board and audit committee regularly receive reports, presentations and other information from officers of recordthe Company, including the Chief Compliance Officer, as well as from the Funds’ portfolio managers and other investment personnel and from various service providers to the Company, regarding a variety of risk-oversight-related matters. For the Board, these matters include valuation and other operational matters, liquidity, internal accounting, investments, cybersecurity, business continuity, securities trading and other portfolio-management aspects of the Funds, the voting of proxies with respect to companies whose securities are held in the Funds’ portfolio, and a report from the Company’s Chief Compliance Officer regarding the effectiveness of the Company’s compliance program. For the audit committee, these matters include information regarding internal controls and accounting, financial reporting policies and practices, and compliance matters. The audit committee also receives regular reports from the Company’s independent registered public accounting firm regarding internal control and financial reporting matters.

BOARD DIVERSITY

The Fund’s nominating committee generally believes that the Board benefits from diversity of background, experience and views among its members, and considers this as a factor in evaluating the composition of the Board but has not adopted any specific policy in this regard.

BOARD COMMITTEES

The Board of Directors of the Company has an audit committee and a nominating committee.

Audit Committee

The audit committee selects and consults with the independent auditors for the Company on matters pertaining to their audits of the Company’s annual financial statements, and approves all audit and non-audit services to be provided by the independent auditors. The audit committee has adopted a written charter, which is available upon request and on the Company’s website at www.thompsonim.com. The audit committee currently consists of Joyce Minor (chair), George E. Austin, Cornelia Boyle, and Patricia Lipton (who will be

retiring in the spring of 2023), none of whom is an “interested person” of the Company. Ms. Minor has been determined by the Board to be an “audit committee financial expert.” The audit committee met four times during the fiscal year ended November 30, 2022.

Nominating Committee

The nominating committee considers and recommends nominees for directors to the Board to fill vacancies and for election and re-election as and when required. All nominations of directors who are not “interested persons” of the Company must be made and approved by the nominating committee. The nominating committee identifies persons to consider as directors as the need arises, such as in anticipation of the resignation, death, or retirement of a director, and may engage outside search firms and consultants and seek input from others for such purposes. In considering proposed director nominees, whether proposed by the nominating committee, the Funds’ management, shareholders, or other persons, the nominating committee may review resumes and other biographical information about the candidates, conduct background checks, consult with references, conduct interviews, and meet as needed to deliberate regarding candidates. The nominating committee has not established any specific minimum qualifications or standards for director nominees, except that it requires review of all Independent Directors’ continued service as an Independent Director when they attain age 75 and annually thereafter. The Company consults with its legal counsel in evaluating the independence of nominees. The nominating committee will consider recommendations and nominations by shareholders of persons to the Board so long as such recommendations and nominations have been made within one year prior to the appointment or election of a director. Shareholders may make nominations or recommendations by sending written correspondence to the Board or the Company as described below. The nominating committee has adopted a written charter, which is available upon request and on the Company’s website at www.thompsonim.com. The nominating committee consists of Cornelia Boyle (chair), George E. Austin, Patricia Lipton (who will be retiring in the spring of 2023), and Joyce Minor. None of the members of the Company’s nominating committee is an interested person of the Company as defined in the 1940 Act. The nominating committee met four times during the fiscal year ended November 30, 2022.

BOARD MEETINGS AND ATTENDANCE POLICY

The Board met five times during the fiscal year ended November 30, 2022. The Board is scheduled to meet five times during the current fiscal year. The Company was not required to, and did not, hold an annual meeting of shareholders during the prior fiscal year. In the event of an annual or special shareholder meeting, it is the Board’s policy that each Director is expected but not required to attend that meeting.

DIRECTOR AND NOMINEE QUALIFICATIONS

A brief summary of each Director’s and nominee’s specific experience, qualifications, attributes, and skills that led the nominating committee to conclude that such person should serve as a Director for the Funds is set forth below.

Independent Directors and Nominees

George E. Austin has significant experience leading and advising complex organizations. From 1998 to 2012, he served as President of the W. Jerome Frautschi Foundation Inc., a private support organization of the Overture Center for the Arts based in Madison, Wisconsin. In that role, he led all aspects of the business planning, design, financing and construction of the $210 million Overture Center for the Arts project. Mr. Austin remains a Director of the Foundation. Other major public-private civic projects which he has led include the $67.1 million Monona Terrace Community and Convention Center (1990-1997), as well as development of the $210 million Wisconsin Institutes for Discovery, a public-private biomedical research institute, from 2005-2011. Mr. Austin served as Director of the City of Madison Department of Planning and Development, and as Executive Director of the Community Development Authority of the City of Madison, from 1983 until 1998. In those roles, he was responsible for management of both entities, including administration of Federal grants, overseeing the response to independent financial and management audits, and developing a tax-exempt housing and redevelopment bonding program designed to revitalize neighborhoods and provide affordable housing units. Mr. Austin gained other financial experience serving on the board of Home Savings Bank, a mutual savings institution, since 1998. He formerly chaired that bank’s audit committee and is a member of its loan committee. Additionally, he served on the Advisory Committee for the Johnson Bank Community Development Corporation from 2003 to 2014. In addition to his years of management and financial experience, Mr. Austin holds a Bachelor of Business Administration degree, majoring in finance, from the University of Wisconsin-Madison, as well as a Master of Science degree in Business and Master of Arts degree in Public Policy and Administration from the University of Wisconsin-Madison.

Cornelia Boyle has extensive experience in the mutual fund industry, both as an executive at several global financial services firms and as a member of multiple fund boards. As the former Executive Vice President and Chief Operations Officer of AIG SunAmerica Retirement Markets, she directed the firm’s marketing, product management, sub-advisory selection, finance, and operations. At Fidelity Investments, Ms. Boyle served as Executive Vice President, Strategic Marketing, in which role she spearheaded the launch of several new series of mutual funds and oversaw various pricing and branding initiatives. As a member of the board of directors of North Track Funds from 2003 to 2009 and of the board of trustees of Ziegler Exchange-Traded Trust from 2005 to 2009, Ms. Boyle chaired those organizations’ pricing and valuation committees and served on their audit and contract committees.

Joyce Minor serves as Karl Egge Professor of Economics at Macalester College. A graduate of Harvard Business School and Macalester College, she assumed her current role at Macalester after serving as an equity research analyst for firms such as Lehman Brothers and Duff & Phelps for over a decade. At Macalester, she has taught courses on securities analysis, investment banking, and applied economics. She has extensive experience relating to financial statement analysis, capital structure considerations, and equity valuations. She also serves as a member of the Investment Committee of the Macalester College Board of Trustees, in which role she helps to oversee endowment assets of over $825 million.

Interested Directors and Nominees

Jason L. Stephens has been with Thompson Investment Management, Inc. in various capacities for more than 19 years. He has extensive experience conducting financial analysis of companies through examination of their various financial and legal disclosure statements, and he is intimately familiar with the Company’s methodologies and processes, having grown with the Company through its reorganization in December 2003 and eventually being appointed to the positions of Chief Executive Officer of both the Company and TIM and portfolio manager to each of the Funds. He has also gained extensive compliance and risk management experience while with the Company, having served at times as the Company’s Chief Compliance Officer and having participated as part of the team that developed compliance policies and procedures for the Company in response to the promulgation of SEC Rule 38a-1. Prior to joining the Company, Mr. Stephens obtained broad leadership and administrative experience as company manager and director of administration at two notable Madison-based opera companies, Opera for the Young and the Madison Opera. Mr. Stephens holds a Master of Science degree in Finance from the University of Wisconsin-Madison, as well as a Master’s degree in Arts Administration and a Bachelor of Science degree in English and Communication Arts.

James T. Evans has been actively involved in the management of the MidCap Fund since its March 31, 2008 inception and in the management of the LargeCap Fund and the Bond Fund since February 2009. Mr. Evans, a Vice President of the Company, is the Chief Investment Officer, Principal, and a Portfolio Manager at TIM. Previously, he was a Managing Director for Nakoma Capital Management in Madison, Wisconsin. Mr. Evans graduated summa cum laude from Macalester College with a Bachelor of Arts degree in Economics and Computer Science. He also earned a M.B.A. in Finance and Accounting and a M.S. in Finance from the University of Wisconsin-Madison. Mr. Evans completed the Applied Security Analysis Program at the University of Wisconsin-Madison Business School. He is a CFA charterholder.

SECURITY AND OTHER INTERESTS

The following table sets forth the dollar range of equity securities beneficially owned by each Director or Nominee in each Fund as of December 15, 2022, as well as the Record Date are entitledaggregate dollar range in all registered investment companies overseen by the Director within all the Funds:

There is no arrangement or understanding with respect to the composition of the Board of the Company or of the Advisor, or with respect to the selection of appointment of any person to any office with either such company, relating to the ownership of the shares of the Company or the Advisor.

Material Transactions with Independent Directors

No Independent Director of the Company or any immediate family member of an Independent Director has had, during the two most recently completed calendar years, a direct or indirect interest in the investment adviser, the principal underwriter, or in any person directly or indirectly controlling, controlled by or under common control with the investment adviser or the principal underwriter for the Funds exceeding $120,000. In addition, no Independent Director of the Company or any of their immediate family members has had, during the two most recently completed calendar years, a direct or indirect material interest in any transaction or series of similar transactions in which the amount involved exceeds $120,000 and to which one of the parties was the Company; an officer of the Company; an investment company or an officer of any investment company having the same investment adviser or principal underwriter as the Funds as its investment adviser or principal underwriter or having an investment adviser or principal underwriter that directly or indirectly controls, is controlled by or under common control with the investment adviser or principal underwriter of the Funds; the Funds’ investment adviser or principal underwriter; an officer of the Funds’ investment adviser or principal underwriter; or a person or an officer of a person directly or indirectly controlling, controlled by or under common control with the investment adviser or the principal underwriter of the Funds (an “Associated Person”). No Independent Director of the Company or a member of the immediate family of an Independent Director has had, in the two most recently completed calendar years, a direct or indirect relationship with any Associated Person involving an amount in excess of $120,000 and which involved: payments for property or services to or from any Associated Person; provision of legal services to any Associated Person; provision of investment banking services to any Associated Person, other than as a participating underwriter in a syndicate; or, any consulting or other relationship that is substantially similar in nature and scope to these types of relationships.

COMPENSATION

In addition to the fees below, the Company reimburses the independent Directors for their related business expenses. No interested Director or Company officer received any compensation from the Company during the Company’s most recently completed fiscal year. The following table shows the total compensation paid to the Directors during the fiscal year ended November 30, 2022, for their service to the Funds:

Director Compensation:

REQUIRED VOTE

If a quorum is present, a plurality of all shares voted at the meeting is sufficient for the election of Directors, which means that the candidates receiving the highest number of votes shall be elected.

Abstentions and broker non-votes will have no effect in the election of directors but will be counted for purposes of determining whether a quorum is present.

ADDITIONAL INFORMATION

Independent Registered Public Accounting Firm

Cohen & Company, Ltd., 1350 Euclid Avenue, Suite 800, Cleveland, Ohio 44115 (“Cohen”), has been selected by the Board, including a majority of the independent Directors, to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending November 30, 2022. Cohen, in accordance with the Public Company Accounting Oversight Board’s Ethics and Independence Rule 3526, has confirmed to the Audit Committee that it is an independent registered public accounting firm with respect to the Company and each of the Funds. The Audit Committee has approved the engagement of Cohen as the Company’s independent registered public accounting firm for the current fiscal year. The Funds do not expect representatives of Cohen to be present and to vote at the Meeting.Meeting; however, representatives of Cohen will have the opportunity to make a statement if they wish and will be available should any matter arise requiring their presence including to answer appropriate questions.

The Company’s Audit Committee Charter requires that the Audit Committee pre-approve all auditing services and non-audit services (including the fees for such services and terms thereof) to be performed for the Company by the independent registered public accounting firm. The Audit Committee is also required to approve, prior to appointment, the engagement of the independent registered public accounting firm to provide other audit services to the Company, or to provide non-audit services to the Funds, any investment adviser, sub-adviser or any entity controlling, controlled by, or under common control with the investment adviser or any sub-adviser that provides ongoing services to the Company if the engagement relates directly to the operations and financial reporting of the Company. The engagement to render auditing and non-auditing services would be presented to and pre-approved by the Audit Committee. All of the audit, audit-related and tax services described above for which the Funds’ independent registered public accounting firm billed the Company fees for the fiscal years ended November 30, 2021 and 2022 were pre-approved by the Audit Committee.

Audit Fees, Audit-Related Fees, Tax Fees, and All Other Fees

For the fiscal year ended November 30, 2022, Cohen received “audit fees,” “audit-related fees,” “tax fees” and “all other fees” in the amounts of $44,500, $0, $9,000 and $0, respectively. For the fiscal year ended November 30, 2021, Cohen received “audit fees,” “audit-related fees,” “tax fees” and “all other fees” in the amounts of $41,500, $0, $9,000 and $0, respectively. In the aggregate, Cohen was compensated $9,000 in non-audit-related fees for the fiscal year ended November 30, 2022. Cohen did not bill any non-audit fees to TIM or any entity controlling, controlled by, or under common control with TIM for the fiscal years ending November 30, 2021 and 2022, respectively.

Audit-related fees comprise assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Company’s financial statements

and that are not reported as audit fees. Tax fees comprise professional services rendered by the principal accountant for tax compliance, tax advice and tax planning, including preparation of state and federal tax returns and review of the Company’s distributions of capital gains and dividend and interest income.

Voting and Solicitation Information

Shareholders are entitled to one vote for each Fund share held at the close of business on December 15, 2022 (the “Record Date”). The cost of preparing, printing and mailing the Record Date,enclosed proxy card and this Proxy Statement, and all other costs incurred in connection with the solicitation of proxies, includinga fractional vote for each fractional share any additional solicitation made by letter or telephone, will be paid by the Company. In addition to solicitation by mail, Directors, certain officers and representatives of the Fund that they own.Company, officers and employees of the Advisor, and certain financial services firms and their representatives, who will receive no extra compensation for their services, may solicit proxies by telephone or personally. The Company has also engaged Broadridge Financial Solutions to assist it in its proxy solicitation efforts, including solicitation of proxies by telephone or personally.

If a shareholder wishes to participate in the Meeting, the shareholder may submit the proxy card originally sent with this Proxy Statement or attend in person. Should shareholders require additional information regarding the proxy or replacement proxy card, they may contact the Company at 1-800-999-0887.

Revocation of ProxiesProxy

Any proxy given by a shareholder is revocable until voted at the Meeting. Shareholders of a Fund giving a proxy have the power to revoke it by mail (addressed to the Secretary of the Company at 1255 Fourier Dr.,Drive, Suite 200, Madison, Wisconsin 53717) or in person at the Meeting, by executing a superseding proxy or by submitting a notice of revocation to the Company. A superseding proxy may also be executed by voting via telephone or online. All properly executed proxies received in time for the Meeting will be voted as specified in the proxy.proxy or, if no specification is made, in favor of the proposal referred to in the Proxy Statement.

Quorum Requirement

The presence at the Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of each Fund mustthe Funds, as of the Record Date, without regard to series, shall be present at the meeting fornecessary and sufficient to constitute a quorum to be present with respect tofor the Proposal being voted on by the shareholderstransaction of that Fund.business. In the event that the necessary quorum to transact business or the vote required to approve a Proposalproposal is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting in accordance with applicable law to permit further solicitation of proxies necessary for the passage of such Proposalproposal or to obtain a quorum. Any such adjournment as to a matter may be made by the chairman of the meeting or bywill require the affirmative vote of the holders of a majority of

the shares of each of the Funds present in person or by proxy at the Meeting. The persons named as proxies will vote in favor of any such adjournment those proxies which they are entitled to vote in favor of the Proposalproposal and will vote against any such adjournment those proxies to be voted against the Proposal.proposal.

For purposes of determining the presence of a quorum for transacting business at the Meeting,Proxies that reflect abstentions and broker “non-votes”“broker non-votes” (i.e., shares held by brokers or nominees typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be treatedcounted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. For purposesquorum but will have no effect in the election of determining the approval of the Proposal, abstentions and broker “non-votes” will be treated as shares voted “Against” the Proposal. Accordingly, shareholders are urged to vote or forward their voting instructions promptly.directors.

Required VoteShareholdings Information

The New Advisory Agreement must be approved by the voteHolders of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of each Fund, voting separately, at a meeting at which a quorum is present. Under the 1940 Act, the vote of a “majority of the outstanding voting securities” of a Fund means the affirmative vote of the lesser of: (a) 67% or morerecord of the shares present or represented by proxy at the Meeting if the holders of more than 50% of the Fund’s outstanding sharesFunds on the Record Date, as to any matter on which they are present or represented by proxy at the Meeting, or (b) more than 50%entitled to vote, will be entitled to vote on all business of the Fund’s outstanding shares. If the New Advisory Agreement is approved by a Fund’s shareholders, the New Advisory Agreement is expected to become effective upon completion of the change of control transaction described in this Proxy Statement, which is expected to be completed promptly following the date of the Meeting after approval of the New Advisory Agreement with respect to each Fund.

Householding

To avoid sending duplicate copies of materials to households, the Funds may mail only one copy of this Proxy Statement to shareholders having the same last name and address on the Funds’ records, unless the Funds have received contrary instructions from a shareholder. The consolidation of these mailings reduces mailing expenses. If a shareholder wants to receive multiple copies of these materials or to receive only one copy in the future, the shareholder should make a request by writing to the Secretary of the Company, 1255 Fourier Dr., Suite 200, Madison, Wisconsin 53717.Meeting.

Shareholdings Information as of the Record Date

The chart below indicates the number of shares of each Fund that were outstanding as of the close of business on the Record Date.

Principal Shareholders of the Fund as of the Record Date

The following table sets forth the names, addresses and percentage ownership of each person who owns of record, or is known to management to own beneficially, 5% or more of a Fund’s outstanding shares as of the Record Date.

Other Matters

Shareholder Proposals for Subsequent Meetings and Communication with the Board

The Company does not intend to, and is not required to, hold annual Meetings of shareholders, except under certain limited circumstances. The Board has not received any shareholder proposals to be considered for presentation at the Meeting.Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholder meeting subsequent to the Meeting, if any, should send their written proposals to the Secretary of Thompson IM Funds, Inc. 1255 Fourier Dr., Suite 200, Madison,

Wisconsin 53717,within a reasonable time before the solicitation of proxies for such meeting. The timely submission of a proposal does not guarantee its inclusion.

Shareholders are encouraged to communicate in writing to the Board on matters that are relevant to the management, operation, governance and marketing of the Funds and germane to their interests as shareholders.

Such communications may be sent to the Secretary of the Company, who will review the nature of such communications and forward those heshe believes in good faith raise serious and relevant matters for consideration by the Board. The Secretary of the Company may seek the assistance of counsel to the Company in determining whether a shareholder communication should be forwarded to the Board. Shareholder communications should be sent to Thompson IM Funds, Inc., Attention: Secretary,1255 Fourier Dr., Suite 200, Madison, Wisconsin 53717.53717.

Shareholders also have an opportunity to communicate with the Board at Shareholder Meetings. The Company does not have a policy requiring Board members to attend Shareholder Meetings, although such attendance is encouraged.

Please complete, dateDelivery of Documents to Shareholders

To control mailing and signprinting costs, we will deliver a single set of proxy materials to persons who have a common address and who have effectively consented to such delivery. This form of delivery is referred to as “householding.”

In order to consent to householding of the enclosed Proxy and return it promptlyproxy materials you must have previously consented to receiving shareholder communications in such a way. You may revoke your consent to householding at any time by calling Thompson IM Funds at 1-800-999-0887 or by writing to us at Thompson IM Funds, Inc., c/o U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202. If your shares are held through a financial institution, please contact that institution directly.

Other Matters to Come Before the Meeting

No Director is aware of any matters that will be presented for action at the Meeting other than the matters described in this material. Should any other matters requiring a vote of shareholders arise, the proxy in the enclosed reply envelope. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. You may alsoaccompanying form will confer upon the person or persons entitled to vote online orthe shares represented by telephone by followingsuch proxy the instructions on your proxy card.discretionary authority to vote the shares as to any such other matters in accordance with their best judgment in the interest of the Company, the Fund and the shareholders.

THANK YOU FOR VOTING

PLEASE FOLLOW THE INSTRUCTIONS

ON THE ENCLOSED PROXY CARD PROMPTLY.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE ONLINE OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD.

	By Order of the Board of Directors of
	the Thompson IM Funds, Inc.
	Lesley T. Bailey Secretary

EXHIBIT A

FORM OF NEW INVESTMENT ADVISORY AGREEMENT

THOMPSON IM FUNDS, INC.

NOMINATING COMMITTEE CHARTER

INVESTMENT ADVISORY AGREEMENT(Revised As of May 20, 2021)

AGREEMENT made this __ dayThis nominating committee charter sets forth the roles and responsibilities of [      ], 2020, betweenthe nominating committee (the “Committee”) of the Board of Directors (the “Board”) of Thompson IM Funds, Inc., a Wisconsin corporation (the “Corporation”“Funds”), the policies and Thompson Investment Management, Inc., a Delaware corporation (the “Adviser”).procedures for director nominations, and process and manner in which shareholders can communicate with the Board.

WITNESSETH

WHEREAS,A. The Committee shall consist of two or more directors, none of whom are “interested persons” of the Corporation is an open-end, management investment company registered underFunds (“Independent Directors”) within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”);. Each member of the Committee shall complete a questionnaire at least annually to confirm that such member is an Independent Director. The composition of the Committee shall be as set forth on Exhibit A attached hereto, which may be amended from time to time.

WHEREAS,B. Members of the CorporationCommittee shall be appointed (and may only be removed or replaced) by a majority of the Independent Directors then serving on the Board.

C. Each member of the Committee shall continue to serve until the earliest to occur of his death, retirement, resignation or removal as a director, resignation as a Committee member, removal by a majority of the Independent Directors then serving on the Board or replacement by a duly appointed successor.

D. The Committee shall appoint a Chair of the Committee. The Chair shall preside at all Committee meetings at which he or she is authorizedpresent and have such other duties and powers as may be determined by the other Committee members. The Chair shall serve in such capacity until removed by the Committee or replaced by a duly appointed successor.

The purposes, rights and responsibilities of the Nominating Committee are the following:

1. To identify, evaluate, consider and recommend persons to issue sharesthe Board, to recommend persons to the Board for appointment to the Audit Committee of the Board, and to appoint Directors to any other committee of the Board;

2. To select and nominate Independent Directors for appointment or election to the Board;

3. To determine the independence of proposed Independent Directors and review and ensure their ongoing independence;

4. To develop and recommend to the Board suitable qualifications for directors;

5. To recommend to the Board the compensation of the Independent Directors and members of committees of the Board;

6. To coordinate and facilitate evaluations of the performance of the Board and its committees, including the Committee;

7. To review and assess periodically the adequacy of this Charter and recommend any proposed changes to the Board for approval, with any material amendments to this Charter requiring the approval of both a majority of the Funds’ directors and a majority of the Independent Directors;

8. To engage such search firms, attorneys, consultants and experts as the Committee deems appropriate in discharging its responsibilities, at the expense of the Funds; and

9. To take such other action and accept such other responsibilities as may be delegated by the Board.

1. The Committee may meet as often as it determines on at least 48 hours’ notice to the Committee members (although the members may waive such notice requirement), but not less frequently than annually. Meetings may be in person or by means of telephone conference call.

2. A majority of the members of the Committee shall constitute a quorum for purposes of its Common Stock, $.001 par value per share, in one or more series;meetings.

WHEREAS,3. The approval of a majority of the Advisermembers of the Committee then present at a meeting shall be required in order for the Committee to take action.

4. The Committee may take action by written consent of a majority of the members of the Committee in lieu of a meeting. Any Committee member may indicate his or her consent by e-mail or other electronic means, provided the Committee member intends his or her electronic transmission to serve as his or her written consent under this Committee Charter.

1. The Committee (or its representatives) shall identify persons to consider as directors from time to time as the need arises, such as in anticipation of the resignation, death or retirement of a director, and may engage outside search firms and consultants and seek input from others for such purposes.

2. The Committee may, but is registerednot required to, consider proposed director nominees who are recommended or suggested by persons other than Committee members, such as the Funds’ management, independent auditors, legal counsel and other service providers, search firms, consultants and shareholders of the Funds.

3. In considering proposed director nominees, the Committee may review resumes and other biographical information about the candidates, conduct background checks, consult with references, conduct interviews and meet as needed to discuss candidates.

1. Factors to be considered by the Committee for determining persons for recommendation or selection as directors may include the following, among others that the Committee may deem appropriate: the candidate’s judgment; skill; business and professional experience (particularly in comparable industries and in relation to the experience of other directors); other directorship experience, special expertise, if any; commitment, willingness and ability to serve; education; place of residence and proximity or convenience to the Funds’ principal offices; character and integrity; public profile and community involvement; diversity; ability to work with others; independence; and nature of any relationships with the Funds or its management and other directors

2. No person shall be recommended or nominated by the Committee unless the Committee is satisfied that the person understands and agrees to discharge his fiduciary duties to the shareholders of the Funds and that the appointment or election of such person as a director is in the best interests of the Funds and their shareholders.

3. The Committee may establish and develop minimum standards and qualifications for directors, including education, business or professional experience, age and the like. Except for the requirement that the Nominating Committee will review each independent director’s continued service as an investment adviser underindependent director when such independent director attains age 75 and annually thereafter, the Committee has not established or developed any minimum standards or qualifications for directors.

1. Shareholders of the Funds may at any time make recommendations and suggestions to the Committee regarding possible director nominees.

2. The Committee will consider recommendations and nominations by shareholders of persons to the Board so long as such recommendations and nominations have been made within one year prior to the appointment or election of a director.

3. Recommendations and suggestions by shareholders for possible director nominees that have not been made within one year prior to the appointment or election of a director will generally be disregarded.

A. Shareholders are encouraged to communicate in writing to the Board on matters that are relevant to the management, operation, governance and marketing of the Funds and germane to their interests as shareholders.

B. Such communications shall be sent to the Secretary of the Funds who will review the nature of such communications and forward those he believes in good faith raise serious and relevant matters for consideration by the Board. The Secretary of the Funds may seek the assistance of counsel to the Funds in determining whether a shareholder communication should be forwarded to the Board. Shareholder communications are to be sent to the following address:

Thompson IM Funds, Inc.

Attention: Secretary

1255 Fourier Dr., Suite 200

Madison, WI 53717

C. Directors are expected but not required to attend meetings of shareholders of the Funds.

COMPOSITION OF NOMINATING COMMITTEE

Cornelia Boyle - Chair

George E. Austin

Patricia Lipton

Joyce R. Minor

EXHIBIT B

THOMPSON IM FUNDS, INC.

AUDIT COMMITTEE CHARTER

(Revised As of March 31, 2021)

Purposes

The purposes of the Audit Committee (the “Committee”) are:

1. To oversee accounting and financial reporting policies and practices of Thompson IM Funds, Inc. (the “Funds”), its internal controls and, as deemed appropriate by the Committee, the internal controls of the Funds’ service providers;

2. To oversee the quality, objectivity, and integrity of the Funds’ financial statements and the independent audit thereof; and

3. To monitor the independent auditor’s qualifications, independence, and performance.

The function of the Committee is oversight; it is not responsible for maintaining appropriate systems for accounting and internal control or planning or carrying out a proper audit.

Committee Membership

The Committee will be composed entirely of directors who (1) are not “interested persons” of the Funds within the meaning of the Investment AdvisersCompany Act of 1940, as amended (the “Advisers Act”(“Independent Directors”);, and (2) have not accepted and will not accept directly or indirectly any consulting, advisory, or other compensatory fee from the Funds (other than fees for serving on the Board or any committees of the Board). Each Committee member will be appointed by the Board and will serve until he or she resigns, is removed by the Board, or is replaced by a duly appointed successor.

WHEREAS,Each Committee member will complete a director and officer questionnaire on an annual basis. The Committee, with the Corporation desiresassistance of legal counsel, will review the questionnaires to retain the Adviserconfirm that each Committee member continues to render investment advisory services to certain of its series and the Adviser is willing to render such services.be an Independent Director.

NOW, THEREFORE, in considerationThe composition of the premises and mutual covenants hereinafterCommittee shall be as set forth the parties hereto agree as follows:

1.                 Appointment of Adviser. The Corporation hereby appoints the Adviser to act as investment adviser with respect to each mutual fund series described on Exhibit A attached hereto, (individually, a “Fund”which may be amended from time to time.

Audit Committee Financial Expert

The Board may determine that one or more of the Committee’s members qualifies as an “audit committee financial expert” as defined by Section 407 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and collectively, the “Funds”)regulations promulgated thereunder. On an annual basis, the

Funds must disclose in their shareholder reports on Form N-CSR either that the Committee (1) does have at least one audit committee financial expert, and name the expert and disclose whether the expert is independent of management; or (2) does not have an audit committee financial expert and explain why it does not have an expert.

Committee Meetings

The Committee will meet as often as it determines, but not less frequently than semi-annually. The Committee may request any officer or employee of the Funds, counsel for the periodsFunds or independent counsel, the independent auditor, or others to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

Committee members may appoint a Chair of the Committee. If so appointed, the Chair will preside at all Committee meetings at which he or she is present and onhave such other duties and powers as may be determined by the terms herein set forth.Committee members. The Adviser acceptsChair will serve until he or she resigns, is removed by the Board, or is replaced by a duly appointed successor.

At any Committee meeting, 50% of the Committee members then in office constitutes a quorum. Any action of the Committee requires the vote of a majority of the Committee members then in attendance at any Committee meeting provided a quorum is present (or by such appointmentother means as authorized by the Funds’ Articles of Incorporation or Bylaws).

Committee Authority and agreesResponsibilities

The Committee will select the independent auditors each year and pre-approve all auditing services to renderbe performed for the services herein set forth,Funds. The Committee will be directly responsible for the compensation herein provided. Additional Funds may be addedand oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor will report directly to this Agreement by amendment to Exhibit A and without the necessity for reapproval of this Agreement by any Fund then already covered by this Agreement.Committee.

2.                 Duties of Adviser.

(a)              SubjectThe Committee will pre-approve all permitted non-audit services (including the fees and terms thereof) to be performed for the Funds, subject to the general supervision of the Board of Directors of the Corporation, the Adviser shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser, with respect to each Fund:

(i)               shall provide supervision of the Fund’s assets, furnish a continuous investment programde minimis exceptions for the Fund, and determine from time to time what investments or securities will be purchased, retained or sold by the Fund and what portion of the assets will be invested or held uninvested as cash;

(ii)             shall place orders pursuant to its determinations either directly with the issuer or with any broker, dealer, or futures commission merchant that dealsnon-audit services described in the securities, futures contracts, or other financial instruments in which the Fund is active. In placing orders, the Adviser shall use its best efforts to seek best execution; provided that for the avoidance of doubt it shall be entitled to cause the Corporation to pay any such broker or dealer an amount of commission for effecting transactions in excess of the amount of commission that another broker or dealer would have charged for effecting that transaction if the brokerage or research services provided by such broker or dealer are reasonable in relation to the amount of commission, viewed in light of either that particular investment transaction or the overall responsibilities of the Adviser with respect to the Corporation, and may rely upon the provisions of Section 28(e)10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);, that are approved by the Committee prior to the completion of the audit. The Committee also will pre-approve all permitted non-audit services to be performed for Thompson Investment Management, Inc. (the “Advisor”) (or any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the Funds) by the Funds’ independent auditor if the engagement relates directly to the operations and financial reporting of the Funds, subject to de minimis exceptions.

The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre- approvals will be presented to the full Committee at its next scheduled meeting.

(iii)             may, on occasions when it deemsThe Committee will have the purchase or sale of an asset to be in the best interests of the Fund as well as one or more other clients (including any other investment company or advisory account for which the Adviser acts as adviser), aggregate,authority, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain a more favorable net price or execution; in such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(b)               The Adviser is authorized as the agent of the Corporation to give instructions to any service provider serving as custodian of the Funds as to deliveries of securities and payments of cash for the account of each Fund.

(c)               The Adviser, in the performance of its duties to each Fund hereunder, shall (i) act in conformity with the Articles and By-Laws of the Corporation; the Registration Statement (including without limitation the then-current Prospectus and Statement of Additional Information) in respect of the Fund; all codes, policies and procedures maintained by the Company and applicable to the Adviser, including without limitation codes of ethics or conduct and proxy voting policies; and the instructions and directions of the Board of Directors of the Corporation; and (ii) comply with and conform to the requirements of the 1940 Act, the Securities Act of 1933, as amended, the Exchange Act, any applicable provisions of the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws, regulations, and rulings.

(d)               The Adviser shall at all times maintain its registration as an investment adviser under the Advisers Act and comply in all material respects with the requirements of the Advisers Act.

(e)               The Adviser shall provide, at its own expense, such office space, personnel, facilities, equipment and other materials, resources and assets as aredeems necessary or appropriate, to retain independent legal, accounting or other advisors. The Funds (or the appropriate portfolio(s) thereof) will provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the provisionpurpose of its services hereunder.rendering or issuing an audit report and to any advisors employed by the Committee.

(f)                The Adviser shallCommittee will make regular reports to the Board. The Committee will review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval. Any material amendments to this charter must be approved by both a majority of the Funds’ directors then in office and a majority of the Independent Directors then in office.

The Committee, to the extent it deems necessary or appropriate, will:

Financial Statement and Disclosure Matters

1. Meet with the Funds’ independent auditors to (a) review the arrangements for and scope of the annual audit and any special audits; (b) discuss any matters of concern relating to the Funds’ financial statements, including any adjustments to such statements recommended by the auditors and the results of the audit(s); (c) consider the auditors’ comments with respect to the Funds’ financial policies, procedures and internal accounting controls; and (d) review the form of opinion the auditors propose to render to the Board of Directors of the Corporation such periodic and special reports and information as the Board may reasonably request.shareholders.

(g)               The services2. Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Adviser hereunder are not deemed exclusiveFunds’ financial statements, including any significant changes in the Funds’ selection or application of accounting principles, any major issues as to the adequacy of the Funds’ internal controls and any special steps adopted in light of material control deficiencies.

3. Review and discuss timely reports (reports received prior to the filing of an audit report) from the independent auditors on:

(a) All critical accounting policies and practices to be used.

(b) All alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the Adviser shall be free to render similar services to others so long as its services under this Agreement are not impaired thereby.

treatment preferred by the independent auditor.

(c) Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences; management representation letter; reports on observations and recommendations on internal controls; schedule of unadjusted audit differences, and a listing of adjustments and reclassifications not recorded; engagement letter; and independence letter.

(h)              The Adviser and its directors, officers, employees and other corporate agents shall(d) All non-audit services provided to any entity in the investment company complex that were not be liable for any error of judgment or mistake of law, for any other act or omission, or for any loss sufferedpre-approved by the FundCommittee.

4. Review disclosures made to the Committee by the Funds’ CEO and CFO during their certification process for the Form N-CSR about any significant deficiencies in connectionthe design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Funds’ internal controls.

Oversight of the Fund’s Relationship with the matters to which this Agreement relates, except for liability toIndependent Auditor

1. Obtain and review a Fundreport from the independent auditor at least annually regarding all relationships between the independent auditor and the Funds or its shareholders to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, inAdvisor.

2. Evaluate the qualifications, performance of its duties, by reason of its reckless disregard of its obligations and duties under this Agreement, or to the extent specified in Section 36(b)independence of the 1940 Act regarding loss resulting from a breachindependent auditor, including considering whether the auditor’s quality controls are adequate and the provision of fiduciary dutypermitted non-audit services is compatible with respect tomaintaining the receiptauditor’s independence, and taking into account the opinions of compensation.

(i)               Adviser hereby acknowledges that the Corporation’s Articles and By-laws limit shareholder liability and agrees that any obligations assumed by a Fund pursuant to this Agreement shall be limited in all cases to that Fund and its respective assets. Adviser agrees that it shall not seek satisfaction of any such obligation from the shareholders of the Corporation, nor from the directors, officers, employees or agents of the Corporation.

(j)                Subject to any approvals required by Section 15 of the 1940 Act, the Adviser may enter into any written investment sub-advisory contract with another affiliated or unaffiliated party pursuant to which, at the Adviser’s own expense, such party will carry out some or all of Adviser’s responsibilities (as specified in such investment sub-advisory contract) set forth in this Agreement.The retention of one or more sub-advisers shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement.management.

3. Expenses.

(a)               During the term of this Agreement, the Adviser will pay all costs incurred by it in connectionDiscuss with the performance of its duties under paragraph 2 hereof, other than the cost (including taxes and brokerage commissions, if any) of assets purchased or sold for the Fund.

(b)               In additionindependent auditor matters relating to the foregoing,conduct of the Adviser may from timeaudit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to time at its option (but shall be under no obligation to) voluntarily assume or undertake to reimburse a Fund for all or a portion of its expenses not otherwise required to be borne or reimbursed by the Adviser. Any such voluntary assumption or undertaking may be discontinued or modified atrequested information, and any time by the Adviser.significant disagreements with management.

4. Compensation.Ensure the rotation of the audit partners as required by law and regulations.

(a)               For5. Recommend to the services providedBoard policies for the Funds’ hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Funds.

6. Prior to the engagement of the auditor, confirm that the Funds’ CEO, controller, CFO, chief accounting officer or any person serving in an equivalent position was not employed by that registered public accounting firm (or, if employed, did not participate in any capacity in the audit of the Funds) during the one-year period preceding the date of the initiation of the audit.

Compliance Oversight Responsibilities

1. Obtain from the independent auditor assurance that it is not aware of any illegal acts involving the Funds.

2. Discuss with management and the expenses assumed byindependent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Adviser pursuant to this Agreement, each Fund will payFunds’ financial statements or accounting policies.

3. Discuss with the Adviser,Funds’ legal counsel and the Adviser agrees to accept as full compensation for all services rendered by it hereunder, an annual management fee as shown on Exhibit A attached hereto. The foregoing fee will be computed on each day basedindependent legal counsel any legal matters that may have a material impact on the value of net assets on such day and will be paid to the Adviser monthly in arrears.

(b)              During any period when the determination of net asset value is suspended, the net asset value of a Fund as of the last business day prior to such suspension shall for this purpose be deemed to be the net asset value at the close of each succeeding business day until the net asset value is again determined.

financial statements.

(c)               If this Agreement is terminated prior to4. As deemed necessary or appropriate, meet with the end ofFunds’ treasurer and with internal auditors, if any, month, the fee to the Adviser for the portion of any month in which this Agreement is in effect shall be prorated according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination.Funds’ service providers.

5. Books and Records. The Adviser shall maintain all of the Fund’s records that relateInvestigate any improprieties brought to the provision of investment advisory services and transactionsCommittee’s attention in portfolio securities forwriting or otherwise actually known by the Fund. The Adviser agrees that all records which it maintains for the Fund are the property of the Fund and it will surrender promptlyCommittee or suspected improprieties (based on information provided to the Fund any of such records uponCommittee) in the Fund’s request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act, or any successor rule thereto, any such records as are required to be maintained by it pursuant to Rule 31a-1 of the Commission under the 1940 Act or any successor rule thereto.Funds’ operations.

6. Permissible Interests. The Corporation acknowledgesPerform such other functions consistent with this charter, the Funds’ articles of incorporation, bylaws, and agrees that directors, officers, agents,applicable law, as the Committee or the Board deems necessary and shareholders of the Corporation or of the Adviser are or may in the future become interested persons of the Adviser or Corporation (or any successors thereof), respectively, as directors, partners, officers, shareholders, or otherwise, and that the Adviser is or may become interested in the Corporation and any Fund. All such interests shall be fully disclosed between the parties on an ongoing basis to the extent required by law. In addition, brokerage transactions for the Corporation may be effected through affiliates of the Adviser or any sub-adviser to the extent permitted by the Corporation’s compliance policies and procedures, subject to the rules and regulations of the Securities and Exchange Commission.appropriate.

7.                 Duration and TerminationCOMPOSITION OF AUDIT COMMITTEE. This Agreement will become effective with respect to a Fund upon approval of a majority of the outstanding voting securities of such Fund (as defined in the 1940 Act). Unless terminated as hereinafter provided, this Agreement shall continue in effect for two years from effectiveness of this Agreement as to such Fund, and thereafter shall continue automatically for successive periods of one year each so long as each such latter continuance is approved at least annually by (i) the vote of a majority of the Board of Directors of the Corporation who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval; and (ii) either by a vote of a majority of the Board of Directors of the Corporation or by vote of a majority of the outstanding shares of such Fund (as defined with respect to voting securities in the 1940 Act). This Agreement may be terminated as to any Fund at any time, without the payment of any penalty, by the Board of Directors of the Corporation or by vote of a majority of the outstanding shares of such Fund (as so defined) on 60 days’ written notice to the Adviser, or by the Adviser at any time, without the payment of any penalty, on 60 days’ written notice to the Corporation. This Agreement will automatically and immediately terminate in the event of its “assignment” (as defined in the 1940 Act and the rules thereunder).

8.                 Name of the Fund. The Adviser agrees that the words “Thompson IM” or “Thompson” may be used in the name of the Corporation and any mutual fund series and that such name, any related logos and any service marks containing the words “Thompson IM” or “Thompson” may be used in connection with their business in perpetuity and that such use shall be royalty-free, whether or not this Agreement or any other advisory agreement with the Adviser is in effect for the Funds. The Corporation acknowledges that it has no rights to the name “Thompson IM” or “Thompson” or such logos or service marks other than those granted in this paragraph and that the Adviser reserves to itself the right to grant the nonexclusive right to use the words “Thompson IM” or “Thompson” or such logos or service marks to any other person, including, but not limited to, another investment company.Joyce Minor - Chair

George E. Austin

Cornelia Boyle

Patricia Lipton

9.                 Status of Adviser as Independent Contractor. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Board of Directors of the Corporation from time to time, have no authority to act for or represent the Corporation in any way or otherwise be deemed an agent of the Corporation.

10.               Amendment of Agreement. This Agreement may be amended by the mutual consent of the parties hereto and only in accordance with the provisions of the 1940 Act and the rules and regulations thereunder.

11.               Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be construed in accordance with applicable federal law and the laws of the State of Wisconsin, without regard to conflict of law principles, and shall be binding up and shall inure to the benefit of the parties hereto and their respective successors, subject to paragraph 7 hereof. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon, either of the parties to do anything in violation of any applicable laws or regulations. This Agreement supersedes any prior agreement between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the date first above written.

PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate box on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E85974-S92629 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 2. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment thereof. You may revoke your proxy before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card, or by attending the Meeting and voting in person. The undersigned acknowledges receipt of the Notice of Special Meeting of the Shareholders and the accompanying Proxy Statement. NOTE: Please sign exactly as your name(s) appears on this Proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. Signature [PLEASE SIGN WITHIN BOX] Date Signature [PLEASE SIGN WITHIN BOX] Date 1.To approve a proposed New Advisory Agreement between Thompson Investment Management, Inc. and the Company, on behalf of each Fund.

Important Notice Regarding the Availability of Proxy Materials for Thompson IM Funds, Inc. Special Meeting of Shareholders to Be Held on January 30, 2020: The proxy statement for this meeting is available at: www.thompsonim.com E85975-S92629 THOMPSON IM FUNDS, INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THOMPSON IM FUNDS, INC. By signing this proxy, you revoke all prior proxies and constitute and appoint Jason L. Stephens and Lesley T. Bailey, and each of them, with full power of substitution, your true and lawful Proxies, to represent and vote, as designated below, all shares of Thompson IM Funds, Inc. (the "Company") which you are entitled to vote at the Special Meeting of Shareholders of the Company to be held at the offices of Quarles & Brady LLP, 33 East Main Street, Suite 900, Madison, Wisconsin 53703, on Thursday, January 30, 2020, 11:00 a.m. Central Time, and at any adjournment thereof. If you have any questions about the proxy materials or regarding how to vote your shares, please contact Broadridge Financial Solutions, Inc., the proxy solicitation firm, toll free at 800-574-5926. PLEASE SIGN AND DATE ON THE REVERSE SIDE.