As filed with the Securities and Exchange Commission on March 28, 2016.
Registration No. 33-6418
1940 Act File No. 811-4946
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ¨ | |
Pre-Effective Amendment No. ___ | ¨ | |
Post-Effective Amendment No. 41 | x | |
and/or | ||
REGISTRATION STATEMENT UNDER THE | ||
INVESTMENT COMPANY ACT OF 1940 | ¨ | |
Amendment No. 43 | x | |
(Check Appropriate box or boxes) |
Thompson IM Funds, Inc.
(Exact Name of Registrant as Specified in Charter)
918 Deming Way
3rd Floor
Madison, Wisconsin 53717
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (608) 827-5700
Jason L. Stephens
918 Deming Way
3rd Floor
Madison, Wisconsin 53717
(Name and Address of Agent for Service)
Copy to:
Fredrick G. Lautz, Esq.
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
It is proposed that this filing will become effective (check appropriate box):
¨ immediately upon filing pursuant to paragraph (b)
x on March 31, 2016 pursuant to paragraph (b)
¨ 60 days after filing pursuant to paragraph (a)(1)
¨ on (date) pursuant to paragraph (a)(1)
¨ 75 days after filing pursuant to paragraph (a)(2)
¨ on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
¨ this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
THOMPSON IM FUNDS, INC.
P rospectus
MARCH 31, 2016
THOMPSON LargeCap FUND ® (THPGX) |
THOMPSON MIDCAP FUND ® (THPMX) |
THOMPSON BOND FUND ® (THOPX) |
The Securities and Exchange Commission has not approved or disapproved these securities or determined if this Prospectus is truthful or complete. Anyone who tells you otherwise is committing a crime. Money you invest in the Funds is not a deposit of a bank. Your investment is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other governmental agency.
table of contents
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Investment Objective
The LargeCap Fund seeks a high level of long-term capital appreciation.
Fees and Expenses of the LargeCap Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the LargeCap Fund.
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases | None |
Maximum Deferred Sales Charge (Load) | None |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Exchange Fee | None |
Maximum Account Fee | None |
Outgoing Wire Transfer Fee | $15.00 each |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees | 0.94% |
Distribution (12b-1) Fees | None |
Other Expenses | 0.28% |
Total Annual Fund Operating Expenses | 1.22% |
Fee Waivers and/or Expense Reimbursements(1) | (0.09%) |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 1.13% |
(1) The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the LargeCap Fund through March 31, 2017, so that the annual operating expenses of the Fund do not exceed 1.13% of its average daily net assets. This waiver/reimbursement may only be terminated by the Advisor with the consent of the Board of Directors of the Funds.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
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The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 year | 3 years | 5 years | 10 years |
$115 | $378 | $662 | $1,469 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 45% of the average value of its portfolio.
Investments, Risks, and Performance
Principal Investment Strategies of the Fund
The LargeCap Fund normally invests at least 80% of its net assets plus any borrowing for investment purposes in a diversified portfolio of equity securities of large-capitalization companies that at the time of purchase fall within the capitalization ranges of companies in the S&P 500 Index, the Fund’s benchmark. Although market capitalizations are constantly changing, as of December 31, 2015, the smallest company in the S&P 500 Index had a market capitalization of $1.76 billion. The Fund’s equity investments included within this 80% may include common stocks, American Depositary Receipts (ADRs), and real estate investment trusts (REITs). Although current income is not its primary objective, the LargeCap Fund anticipates that capital growth will be accompanied by growth through dividend income.
We invest in equity securities that possess most of the following characteristics:
• | Leading market positions |
• | High barriers to entry and other competitive or technological advantages |
• | High returns on equity and assets |
• | Good growth prospects |
• | Strong management |
• | Relatively low debt burdens |
We also generally seek to identify investment opportunities in equity securities of companies that we believe have above-average potential for earnings and dividend growth.
To achieve a better risk-adjusted return on its equity investments, the LargeCap Fund invests in a diversified portfolio of companies, including companies from a blend of industries and style classes. We believe that holding a diverse group of stocks will provide competitive returns under different market environments relative to more narrow investment styles. Our flexible approach to equity investing enables us to adapt to changing market trends and conditions and to invest wherever we believe opportunity exists.
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Principal Risks of Investing in the Fund
Like all investments, an investment in the LargeCap Fund is subject to risks, and you could lose money investing in the Fund. The Fund could fail to achieve its investment objective. The LargeCap Fund is suitable if you are looking for capital appreciation by investing in a diverse group of large-sized companies and have a long-term perspective.
An investment in the LargeCap Fund typically is subject to the following principal risks:
Market Risk. It is possible that the Fund’s share price and total return may decline as a result of a decline in the value of its portfolio of equity securities. The equity securities in which the LargeCap Fund invests fluctuate in value due to changes in the securities markets, general economic conditions and factors that particularly affect the issuers of these stocks and their industries.
Large Cap Risk. Companies having large capitalizations tend to be more mature than smaller-capitalization stocks. As a result, these types of companies may have fewer opportunities to grow relative to the economy as a whole.
Smaller Cap Risk . Companies having medium and smaller capitalizations are subject to greater price volatility than stocks of large companies and may have lower trading volume and less market liquidity than larger, more-established companies. These companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or services markets, fewer financial resources and less competitive strength than larger companies.
Style Risk. From time to time we may prefer a certain investment style, such as a growth style or value style, that may underperform and/or be more volatile than other investment styles or the stock markets generally during these periods.
Active Management Risk . Our selection of securities for the LargeCap Fund may not perform as well as expected when those securities were purchased or as well as the securities markets generally.
Depositary Receipts Risk . American Depositary Receipts (“ADRs”) are subject to some extent to the risks associated with directly investing in securities of foreign issuers, including the risk of changes in currency exchange rates, expropriation or nationalization of assets, and the impact of political, diplomatic, or social events.
Real Estate Investment Trusts . Real Estate Investment Trusts (“REITs”) depend on specialized management skills and may have limited diversification and smaller market capitalizations.
Please see page 21 of the Prospectus for detailed information about the risks described above.
Past Performance
The bar chart and table below provide some indication of the risks of investing in the LargeCap Fund by showing how the Fund’s total returns before taxes have varied from year to year and how the Fund’s average annual total returns (both before and after taxes) for one, five and ten years compare to a broad measure of market performance. As with all mutual funds, the Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
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LargeCap Fund
Calendar Year Total Returns
The Fund’s highest/lowest quarterly results during this period were:
Highest: | 20.40% | (quarter ended 6/30/09) | |
Lowest | -24.68% | (quarter ended 12/31/08) |
LargeCap Fund Average Annual Total Returns (for the periods ended December 31, 2015) |
1 Year | 5 Years | 10 Years | |
Return Before Taxes | -8.09% | 9.96% | 3.51% |
Return After Taxes on Distributions | -8.25% | 9.84% | 3.13% |
Return After Taxes on Distributions and Sale of Fund Shares | -4.45% | 7.91% | 2.85% |
S&P 500 Index
(reflects no deduction for fees, expenses, or taxes) |
1.38% | 12.57% | 7.31% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
The S&P 500 Index is a product of S&P Dow Jones Indices LLC and has been licensed for use by Thompson Investment Management, Inc. S&P® and S&P 500® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”). The Thompson IM Funds are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or their respective affiliates, and none of S&P Dow Jones Indices LLC, Dow Jones, S&P nor their respective affiliates makes any representation regarding the advisability of investing in such products.
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Management
Investment Advisor
Thompson Investment Management, Inc. serves as the LargeCap Fund’s investment advisor.
Portfolio Managers
The following individuals serve as Co-Portfolio Managers for the LargeCap Fund:
Name | Title | Length of Service |
James T. Evans | Portfolio Manager | since 2009 |
Jason L. Stephens | Portfolio Manager | since 2009 |
John W. Thompson | Portfolio Manager | since 1992 |
For important information about the purchase and sale of Fund shares, tax information, and financial intermediary compensation, please see “Summary of Other Important Information Regarding Shares of the Funds” on page 17 of this Prospectus.
SUMMARY INFORMATION
Investment Objective
The MidCap Fund seeks a high level of long-term capital appreciation by investing in securities of medium-sized companies.
Fees and Expenses of the MidCap Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the MidCap Fund.
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases | None |
Maximum Deferred Sales Charge (Load) | None |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Exchange Fee | None |
Maximum Account Fee | None |
Outgoing Wire Transfer Fee | $15.00 each |
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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees | 1.00% |
Distribution (12b-1) Fees | None |
Other Expenses | 0.49% |
Total Annual Fund Operating Expenses | 1.49% |
Fee Waivers and/or Expense Reimbursements (1) | (0.24%) |
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 1.25% |
(1)
The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the MidCap
Fund through March 31, 2017, so that the annual operating expenses of the Fund do not exceed 1.25% of its average daily net assets.
This waiver/reimbursement may only be terminated by the Advisor with the consent of the Board of Directors of the Funds.
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 year | 3 years | 5 years | 10 years |
$127 | $447 | $790 | $1,759 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 27% of the average value of its portfolio.
Investments, Risks, and Performance
Principal Investment Strategies of the Fund
The MidCap Fund normally invests at least 80% of its net assets plus any borrowing for investment purposes in a diversified portfolio of equity securities of medium-sized companies that at the time of purchase fall within the 12-month average of the capitalization ranges of stocks in the Russell Midcap Index, the Fund’s benchmark. Although market capitalizations are constantly changing, as of December 31, 2015, the Russell Midcap Index included companies with market capitalizations between $383 million and $30.43 billion. The Fund’s equity investments included within this 80% may include common stocks, American Depositary Receipts (ADRs), and real estate investment trusts (REITs).
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We invest in equity securities that possess most of the following characteristics:
• | Strong market positions |
• | High barriers to entry and other competitive or technological advantages |
• | High returns on equity and assets |
• | Good growth prospects |
• | Strong management |
• | Relatively low debt burdens |
We also generally seek to identify investment opportunities in equity securities of companies that we believe have above-average potential for earnings and dividend growth.
To achieve a better risk-adjusted return on its equity investments, the MidCap Fund invests in a diversified portfolio of companies, including companies from a blend of industries and style classes. We believe that holding a diverse group of stocks will provide competitive returns under different market environments relative to more narrow investment styles. Our flexible approach to equity investing enables us to adapt to changing market trends and conditions and to invest wherever we believe opportunity exists.
Principal Risks of Investing in the Fund
Like all investments, an investment in the MidCap Fund is subject to risks, and you could lose money investing in the Fund. The Fund could fail to achieve its investment objective. The MidCap Fund is suitable if you are looking for capital appreciation by investing in a diverse group of medium-sized companies and have a long-term perspective.
An investment in the MidCap Fund typically is subject to the following principal risks:
Market Risk. It is possible that the Fund’s share price and total return may decline as a result of a decline in the value of its portfolio of equity securities. The equity securities in which the MidCap Fund invests fluctuate in value due to changes in the securities markets, general economic conditions and factors that particularly affect the issuers of these securities and their industries.
Mid Cap Risk . The medium-sized companies in which the MidCap Fund invests often have greater price volatility, lower trading volume and less liquidity than larger, more-established companies. As a class, medium-sized companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or services markets, fewer financial resources and less competitive strength than larger companies.
Style Risk. From time to time, we may prefer a certain investment style, such as a growth style or value style, that may underperform and/or be more volatile than other investment styles or than the stock markets generally during these periods.
Active Management Risk . Our selection of securities for the MidCap Fund may not perform as well as expected when those securities were purchased or as well as the securities markets generally.
Depositary Receipts Risk . American Depositary Receipts (“ADRs”) are subject to some extent to the risks associated with directly investing in securities of foreign issuers, including the risk of changes in currency exchange rates, expropriation or nationalization of assets, and the impact of political, diplomatic, or social events.
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Real Estate Investment Trusts . Real Estate Investment Trusts (“REITs”) depend on specialized management skills and may have limited diversification and smaller market capitalizations.
Please see page 21 of the Prospectus for detailed information about the risks described above.
Past Performance
The bar chart and table below provide some indication of the risks of investing in the MidCap Fund by showing how the Fund’s total returns before taxes have varied from year to year and how the Fund’s average annual total returns (both before and after taxes) for the one-year, five-year, and life-of-fund periods compare to a broad measure of market performance. As with all mutual funds, the Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
MidCap Fund
Calendar Year Total Returns
The Fund’s highest/lowest quarterly results during this period were:
Highest: | 23.63% | (quarter ended 6/30/09) | |
Lowest: | -19.48% | (quarter ended 9/30/11) |
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MidCap Fund Average Annual Total Returns (for the periods ended December 31, 2015) |
1 Year | 5 Years |
Life of Fund
(since March 31, 2008) |
|
Return Before Taxes | -9.49% | 8.83% | 8.58% |
Return After Taxes on Distributions | -11.38% | 6.69% | 7.03% |
Return After Taxes on Distributions and Sale of Fund Shares | -3.86% | 7.09% | 6.97% |
Russell Midcap Index
(reflects no deduction for fees, expenses, or taxes) |
-2.44% | 11.44% | 9.14% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Russell Investment Group is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell® is a trademark of Russell Investment Group.
Management
Investment Advisor
Thompson Investment Management, Inc. serves as the MidCap Fund’s investment advisor.
Portfolio Managers
The following individuals serve as Co-Portfolio Managers for the MidCap Fund:
Name | Title | Length of Service |
James T. Evans | Portfolio Manager | since 2008 |
Jason L. Stephens | Portfolio Manager | since 2008 |
For important information about the purchase and sale of Fund shares, tax information, and financial intermediary compensation, please see “Summary of Other Important Information Regarding Shares of the Funds” on page 17 of this Prospectus.
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SUMMARY INFORMATION
Investment Objective
The Bond Fund seeks a higher level of current income while preserving capital.
Fees and Expenses of the Bond Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Bond Fund.
Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases | None |
Maximum Deferred Sales Charge (Load) | None |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Exchange Fee | None |
Maximum Account Fee | None |
Outgoing Wire Transfer Fee | $15.00 each |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees | 0.60% |
Distribution (12b-1) Fees | None |
Other Expenses | 0.11% |
Total Annual Fund Operating Expenses | 0.71% |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of t h ose periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 year | 3 years | 5 years | 10 years |
$73 | $227 | $395 | $883 |
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Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 29% of the average value of its portfolio.
Investments, Risks, and Performance
Principal Investment Strategies of the Fund
The Bond Fund normally invests at least 80% of its net assets plus any borrowing for investment purposes in a diversified portfolio of bonds, including corporate bonds of domestic issuers and of foreign issuers payable in U.S. dollars, short-term debt instruments, mortgage- and asset-related securities, bonds of foreign government issuers (including its agencies and instrumentalities) payable in U.S. dollars, and U.S. Treasury securities and other debt securities issued or guaranteed by the U.S. Government (including its agencies and instrumentalities). Although the Bond Fund invests primarily in investment-grade debt securities (i.e., those rated in the four highest rating categories by S&P, Moody’s, or Fitch), it may invest up to 10% of its net assets in securities rated below investment grade (commonly referred to as “junk” or “high-yield” securities). From time to time, the Bond Fund’s assets represented by debt securities rated below investment-grade may exceed 10% due to changes in the value of those securities and/or the Fund as a whole and downgrades that occur after such securities were acquired. However, the Bond Fund will not acquire any debt securities rated below investment-grade while its net assets that are represented by such securities exceed this limit. The Bond Fund may invest up to 20% of its net assets in other non-debt securities, which include convertible bonds, common stocks and variable-rate demand notes. The dollar-weighted average portfolio maturity of the Bond Fund will normally not exceed 10 years. The Bond Fund does not purchase securities with a view to rapid turnover.
Principal Risks of Investing in the Fund
Like all investments, an investment in the Bond Fund is subject to risks, and you could lose money investing in the Fund. The Fund could fail to achieve its investment objective. The Bond Fund is suitable if you are looking for current income through investment-grade debt securities.
An investment in the Bond Fund typically is subject to the following principal risks:
Market Risk. The share price, total return and yield of the Bond Fund will fluctuate depending on changes in the fair market value and yields of the bonds in the Fund’s portfolio. Drastic reductions in or volatile trading activity may make it difficult for the Bond Fund to properly value its investments.
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Interest-Rate Risk . The value of bonds is affected primarily by changes in interest rates, average maturities and the investment and credit quality of the securities. A bond’s fair market value increases or decreases in order to adjust its yield to current interest rate levels. A bond’s yield reflects the bond’s fixed annual interest as a percentage of its current price. Therefore, bond prices generally move in the opposite direction of interest rates and movements in interest rates typically have a greater effect on prices of longer-term bonds than on those with shorter maturities. Changes in prevailing interest rates will also affect the yield on shares of the Bond Fund. Interest-rate fluctuations, however, will not affect the income received by the Bond Fund from its existing portfolio of fixed-income securities (other than from variable-rate securities).
Credit Risk. The Bond Fund is subject to credit risk, which is the risk that the issuers of the bonds in which the Fund invests may default on interest and/or principal payments. The creditworthiness of an issuer could deteriorate because of developments affecting the issuer uniquely, industry developments or general economic conditions. Such deterioration increases the risk of default and would likely cause a decline in the bond’s value, particularly if the rating of the bond is downgraded..
Active Management Risk. The selection of securities for the Bond Fund may not perform as well as expected when those securities were purchased or as well as the bond markets generally. The selection of securities for the Fund may be more or less heavily allocated to some types of securities, such as corporate bonds, agency bonds, Treasury bonds, or to securities with different credit ratings, than the Fund’s benchmark, which may cause the Fund’s performance and/or risk profile to differ significantly from its benchmark.
Low and Below Investment Grade (High-Yield/Junk) Securities Risk . The Bond Fund can invest in securities with the lowest investment grade rating without limitation and, for up to 10% of its net assets, securities rated below investment grade (commonly referred to as “junk” or “high-yield” securities). Such securities are subject to a greater risk of issuer default or bankruptcy, lack of liquidity, and sensitivity to adverse economic events or developments specific to the issuer than are higher-rated securities. High-yield securities are considered speculative with regard to the issuer’s capacity to pay interest and repay principal.
Prepayment Risk. Certain of the securities held by the Bond Fund may be prepaid prior to their scheduled maturity dates. Prepayment is likely during periods of falling interest rates. Risk of prepayment generally affects the price and yield of a security and its volatility because prepayment shortens the life of the security and thus the expected interest payments from that security. Prepayment will also require the Bond Fund to reinvest the proceeds in other securities, usually at lower rates and yields.
Foreign Issuer Risk. Some foreign issuers are subject to less stringent and less uniform regulatory, financial reporting, and accounting standards and practices than U.S. issuers. Bonds of foreign issuers are generally less liquid than those of U.S. issuers, and evidence of the Fund’s ownership of bonds may be uncertain in many foreign countries. Bonds of foreign issuers in some countries may be subject to expropriation or confiscatory taxation or affected by political or social instability, war, terrorism, nationalization, or limitations on the removal of funds or other assets.
Convertible Debt Risk. Convertible debt securities will typically be classified as subordinated debt and, therefore, are more risky than unsubordinated debt. Subordinated debt holders are lower in the hierarchy as far as principal repayment during times of distress for the issuer. Holders of convertible debt receive substantially lower yields to maturity in comparison to the non-convertible equivalent.
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Common Stock Risk. Common stocks fluctuate in value for various reasons, including changes in the equities markets, general economic or political changes, interest-rate changes and factors particularly affecting the issues of stocks and their industries.
Please see page 21 of the Prospectus for detailed information about the risks described above.
Past Performance
The bar chart and table below provide some indication of the risks of investing in the Bond Fund by showing how the Fund’s total returns before taxes have varied from year to year and how the Fund’s average annual total returns (both before and after taxes) for one, five and ten years compare to the Fund’s benchmark index and a supplementary index. As with all mutual funds, the Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Bond Fund
Calendar Year Total Returns
The Fund’s highest/lowest quarterly results during this period were:
Highest: | 15.07% (quarter ended 6/30/09) |
Lowest: | -9.87% (quarter ended 9/30/08) |
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Bond Fund
Average Annual Total Returns
(for the periods ended December 31, 2015)
1 Year | 5 Years | 10 Years | |
Return Before Taxes | -2.86% | 2.58% | 5.22% |
Return After Taxes on Distributions | -4.68% | 1.02% | 3.50% |
Return After Taxes on Distributions and Sale of Fund Shares | -1.60% | 1.36% | 3.41% |
Barclays U.S. Govt./Credit 1-5 year Index (reflects no deductions for fees, expenses or taxes) | 0.97% | 1.61% | 3.32% |
Barclays U.S. Credit 1-5 year Index (reflects no deductions for fees, expenses or taxes) | 1.06% | 2.55% | 4.07% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Barclays® is a trademark of Barclays Bank PLC.
The Bond Fund’s annualized yield for the 30 days ended December 31, 2015 was 5.66%. For current yield information, please call 1-800-999-0887 or visit our website at www.thompsonim.com.
Management
Investment Advisor
Thompson Investment Management, Inc. serves as the Bond Fund’s investment advisor.
Portfolio Managers
The following individuals serve as Co-Portfolio Managers for the Bond Fund:
Name | Title | Length of Service |
James T. Evans | Portfolio Manager | since 2009 |
Jason L. Stephens | Portfolio Manager | since 2009 |
John W. Thompson | Portfolio Manager | since 1992 |
For important information about the purchase and sale of Fund shares, tax information, and financial intermediary compensation, please see “Summary of Other Important Information Regarding Shares of the Funds” on page 17 of this Prospectus.
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Summary
of Other Important Information
Regarding Shares of the Funds
Purchase and Sale of Fund Shares
Minimum Investment
The initial and subsequent investment minimums for purchases of shares of each Fund are as follows:
To open an account: $250 per Fund
To add to an account: $50
The initial and subsequent investment minimums are not imposed on retirement plan accounts (such as 401(k), SIMPLE and SEP plans). In addition, we may waive the initial and subsequent investment minimum in other circumstances we believe appropriate.
Sale of Fund Shares
You may redeem (sell back to the Fund) all or some shares of a Fund at any time by sending a written request to the Funds, or by telephone unless you indicate otherwise on your account application. Individuals (excluding IRA accounts) may redeem shares via the internet. You may also redeem Fund shares through broker-dealers, institutions and other service providers, who may charge a commission or other transaction fee for processing the redemption for you.
Tax Information
Each Fund intends to make distributions that may be taxable as ordinary income or capital gains.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase a Fund through a broker-dealer or other financial intermediary (such as a bank), Thompson Investment Management, Inc., the Fund’s Advisor, may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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LargeCap Fund Objective and Principal Strategies
The LargeCap Fund seeks a high level of long-term capital appreciation.
The LargeCap Fund normally invests at least 80% of its net assets plus any borrowing for investment purposes in a diversified portfolio of equity securities of large-capitalization companies that at the time of purchase fall within the capitalization ranges of companies in the S&P 500 Index, the Fund’s benchmark. Although market capitalizations are constantly changing, as of December 31, 2015, the smallest company in the S&P 500 Index had a market capitalization of $1.76 billion. The Fund’s equity investments included within this 80% may include common stocks, American Depositary Receipts (ADRs), and real estate investment trusts (REITs). Although current income is not its primary objective, the LargeCap Fund anticipates that capital growth will be accompanied by growth through dividend income.
We invest in equity securities that possess most of the following characteristics:
• | Leading market positions |
• | High barriers to entry and other competitive or technological advantages |
• | High returns on equity and assets |
• | Good growth prospects |
• | Strong management |
• | Relatively low debt burdens |
We also generally seek to identify investment opportunities in equity securities of companies that we believe have above-average potential for earnings and dividend growth.
To achieve a better risk-adjusted return on its equity investments, the LargeCap Fund invests in a diversified portfolio of companies, including companies from a blend of industries and style classes. We believe that holding a diverse group of stocks will provide competitive returns under different market environments relative to more narrow investment styles. Our flexible approach to equity investing enables us to adapt to changing market trends and conditions and to invest wherever we believe opportunity exists.
MidCap Fund Objective and Principal Strategies
The MidCap Fund seeks a high level of long-term capital appreciation by investing in securities of medium-sized companies.
The MidCap Fund normally invests at least 80% of its net assets plus any borrowing for investment purposes in a diversified portfolio of equity securities of medium-sized companies that at the time of purchase fall within the 12-month average of the capitalization ranges of stocks in the Russell Midcap Index, the Fund’s benchmark. Although market capitalizations are constantly changing, as of December 31, 2015, the Russell Midcap Index included companies with market capitalizations between $383 million and $30.43 billion. The Fund’s equity investments included within this 80% may include common stocks, American Depositary Receipts (ADRs), and real estate investment trusts (REITs).
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We invest in equity securities that possess most of the following characteristics:
• | Strong market positions |
• | High barriers to entry and other competitive or technological advantages |
• | High returns on equity and assets |
• | Good growth prospects |
• | Strong management |
• | Relatively low debt burdens |
We also generally seek to identify investment opportunities in equity securities of companies that we believe have above-average potential for earnings and dividend growth.
To achieve a better risk-adjusted return on its equity investments, the MidCap Fund invests in a diversified portfolio of companies, including companies from a blend of industries and style classes. We believe that holding a diverse group of stocks will provide competitive returns under different market environments relative to more narrow investment styles. Our flexible approach to equity investing enables us to adapt to changing market trends and conditions and to invest wherever we believe opportunity exists.
Other Strategies of the LargeCap Fund and MidCap Fund
Generally, the LargeCap Fund and MidCap Fund do not purchase securities for short-term trading. However, when appropriate, either Fund will sell securities without regard to length of time held. A high portfolio-turnover rate may increase transaction costs, which would adversely affect the Fund’s performance and result in increased taxable gains and income to an investor.
In addition to common stocks, ADRs, and REITs, the LargeCap Fund and the MidCap Fund may invest in preferred stocks, convertible preferred stocks, securities offered in private placements, options and futures, and convertible fixed-income securities and other corporate debt securities. We generally limit either Fund’s purchase of preferred stocks, convertible preferred stocks and convertible fixed-income securities in each case to 10% or less of that Fund’s net assets. We generally limit either Fund’s purchase of private placements of securities to 5% or less of that Fund’s net assets. Although the LargeCap Fund and MidCap Fund generally purchase securities that are of investment grade (that is, rated in one of the four highest rating categories by S&P, Moody’s, or Fitch), we may invest up to 5% of the net assets of either Fund in fixed-income securities that are rated below investment grade (commonly referred to as “junk” or “high-yield” securities). We generally limit either Fund’s purchase of options or futures such that the aggregate initial margin and premiums required to establish such positions are 5% or less of the Fund’s net assets. The LargeCap Fund and MidCap Fund may also invest in income-producing, short-term debt instruments as a reserve for future purchases of securities.
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Objective and Principal Strategies
The Bond Fund seeks a higher level of current income, while at the same time preserving investment capital. The Bond Fund invests primarily in a diversified portfolio of investment-grade bonds. Such securities generally include the following types:
• | Debt securities of domestic issuers, and of foreign issuers payable in U.S. dollars (corporate debt securities), rated at the time of purchase within the four highest categories by S&P, Moody’s, or Fitch (without regard to concentration in any particular one of these categories); |
• | Securities backed by the full faith and credit of the U.S. Government, such as U.S. Treasury notes, bills and bonds and GNMA certificates; |
• | Debt securities issued by foreign governments (including their agencies and instrumentalities) payable in U.S. dollars, rated at the time of purchase within the four highest categories by S&P, Moody’s, or Fitch; |
• | Securities issued or guaranteed by an agency or instrumentality of the U.S. Government: that are secured by the right of the agency to borrow from the U.S. Treasury, such as securities issued by the Federal Home Loan Banks; that are supported by the discretionary authority of the U.S. Treasury to purchase certain obligations of the agency or instrumentality, such as securities issued by the Federal Home Loan Mortgage Corporation (“Freddie Mac”); or that are supported only by the credit of the instrumentality itself, such as securities issued by the Federal National Mortgage Corporation (“Fannie Mae”); |
• | Mortgage- and asset-related securities issued or guaranteed by private issuers and guarantors rated at the time of purchase within the four highest categories by S&P, Moody’s, or Fitch; |
• | Commercial paper rated within the two highest categories for commercial paper or short-term debt securities by S&P, Moody’s, or Fitch at the time of purchase; |
• | Obligations of banks and thrifts whose deposits are insured by the FDIC; and |
• | Short-term corporate obligations, including variable-rate demand notes, if the issuer has commercial paper or short-term debt securities rated within the two highest categories by S&P, Moody’s, or Fitch at the time of purchase. |
Although there are no restrictions on the maturity of securities in which the Bond Fund may invest, it is anticipated that during normal market conditions, the dollar-weighted average portfolio maturity of the Fund will not normally exceed 10 years. In calculating average maturity, the stated final maturity date of a security is generally used, unless it is probable that the maturity of the security will be shortened, in which case the “effective maturity”—the date on which it is probable that the security will be called or prepaid—is used. The Advisor actively manages the portfolio maturity of the debt securities in the Bond Fund’s portfolio, consistent with the Fund’s investment objective, according to the Advisor’s assessment of the interest-rate outlook. During periods of rising interest rates, the Advisor will likely attempt to shorten the average maturity of the portfolio to cushion the effect of falling bond prices on the Fund’s share price. When interest rates are falling and bond prices are increasing, on the other hand, the Advisor will likely seek to lengthen the average maturity.
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Notwithstanding the foregoing, the Bond Fund may invest up to 10% of its net assets in debt securities (including convertible securities) that are rated below investment grade (commonly referred to as “junk” or “high-yield” securities), i.e., below “BBB” by S&P or Fitch or “Baa” by Moody’s. Such securities are considered speculative with regard to the issuer’s capacity to pay interest and repay principal.
Other Strategies
The Bond Fund may invest in trust preferred securities and municipal bonds, including taxable municipal bonds. In addition, at certain times, up to 5% of the Bond Fund’s net assets may be invested in common and preferred (including convertible preferred) stock due to the Fund obtaining such stock through a conversion, reorganization or other actions that do not involve the direct investment of the Fund in that stock.
Certain risks are considered principal risks of each Fund, and are listed in the succeeding section. Risks considered principal risks of one Fund but which are not applicable to the other Funds, or which are applicable but not considered principal risks of the other Funds, are listed in the subsequent Fund-specific sections. A summary of certain other risks applicable to some or all of the Funds is also provided following the Fund-specific sections.
Principal Risks Common to Each Fund
Market Risk . Each Fund ’s share price and total return may decline as a result of a decline in the value of its portfolio of securities. The securities in which a Fund invests or which a Fund holds fluctuate in value due to changes in the securities markets, general economic conditions, and factors that particularly affect the issuers of these securities and their industries. Drastic reductions in or volatile trading activity may make it difficult for a Fund to properly value its investments.
Active Management Risk . Our selection of securities for each Fund may not perform as well as expected when those securities were purchased or as well as the securities markets generally. Each Fund is subject to active management or security-selection risk, which is the risk that a portfolio manager’s decision to acquire stocks or securities of particular companies or organizations may prove to be unwise because of factors that were not adequately foreseen by the portfolio manager when making the investment. This risk is exacerbated when an investment is significant relative to a Fund’s net assets. The selection of securities for a Fund may be more or less heavily allocated to some types of securities, or to securities with different credit ratings (in the case of the Bond Fund ), than the Fund’s benchmark, which may cause the Fund’s performance and/or risk profile to differ significantly from its benchmark.
Real Estate Investment Trusts . Each Fund may invest in real estate investment trusts (REITs), though the risks associated with investing in REITs are not considered principal risks of the Bond Fund . Equity REITs invest directly in real property, while mortgage REITs invest in mortgages on real property. REITs may be subject to certain risks associated with the direct ownership of real estate, including declines in the value of real estate, risks related to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, fluctuations in interest rates and variations in rental income. In addition, the failure of a REIT to qualify as such for tax purposes would have an adverse impact on the value of a Fund’s investment in that REIT. To qualify as a REIT, a company is, among other things, required to pay at least 90% of its taxable income to its shareholders every year. Some REITs have relatively small market capitalizations, which could increase their market volatility. REITs tend to be dependent on specialized management skills and may have limited diversification, causing them to be subject to risks inherent in operating and financing a limited number of properties.
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Common Stocks . The LargeCap Fund and MidCap Fund invest in common stocks, and, to the extent the Bond Fund holds common stocks through a conversion, reorganization or other actions, the Bond Fund will also be subject to risks associated with investing in common stocks. Common stocks fluctuate in value for various reasons, including changes in the equities markets, general economic or political changes, interest-rate changes and factors particularly affecting the issues of stocks and their industries. Common stocks also tend to have additional risks depending on the capitalization - large, mid, or small - of the companies issuing the common stock.
Large Cap Risk. Companies having large capitalizations tend to be more mature than smaller-capitalization stocks. As a result, these types of companies may have fewer opportunities to grow relative to the economy as a whole. These risks are considered principal risks of the LargeCap Fund .
Mid Cap Risk. Stocks of medium-sized companies often have greater price volatility, lower trading volume and less liquidity than larger, more-established companies. As a class, medium-sized companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or services markets, fewer financial resources and less competitive strength than larger companies. In addition, some stocks of companies with medium and small market capitalizations may be traded only in the over-the-counter market. These risks are considered principal risks of the MidCap Fund .
Smaller Cap Risk. Stocks of smaller companies are subject to greater price volatility than stocks of large companies and may have less market liquidity. In addition, as a class smaller-sized companies tend to have smaller revenues, narrower product lines, less management depth and experience, smaller shares of their product or services markets, fewer financial resources and less competitive strength than large- and medium-sized companies. As with medium-sized companies, the stock of smaller-sized companies may be traded only in the over-the-counter market. These risks are considered principal risks of the LargeCap Fund .
Principal Risks of the LargeCap Fund
Style Risk . The LargeCap Fund is subject to “style” risk, which is the risk that its investment style may perform differently from funds with other investment styles or the equities markets generally from time to time due to market and economic conditions as well as issuer and industry developments.
The LargeCap Fund has a blended investment style that is generally characterized as “growth at a reasonable price.” The LargeCap Fund may at any given time favor either growth stocks or value stocks, depending on the Advisor’s assessment of market conditions and other factors. Growth stocks are those of companies perceived to have good growth prospects, and are often characterized by increasing revenues or earnings. They typically have higher price/earning ratios and as a result tend to be sensitive to changes in their earnings and corporate developments and are more volatile than other types of stocks. Value stocks are those of companies whose stock prices are believed to be undervalued relative to their intrinsic value. They are often overlooked or out of favor with investors. To the extent that the LargeCap Fund emphasizes growth stocks or value stocks during a particular period, it may be subject to the risk that such stocks will underperform and/or be more volatile than the market or other types of securities.
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Depositary Receipts Risk . Depositary receipts are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a “depositary.” The LargeCap Fund may invest in American Depositary Receipts (“ADRs”), for which the depositary is typically a U.S. financial institution and the underlying securities are issued by foreign issuers. ADRs may be listed on a national securities exchange or may trade on an over-the-counter market. ADR prices are denominated in United States dollars, although the underlying security may be denominated in a foreign currency. Although generally tempered to some extent, ADRs do not eliminate all of the risks associated with directly investing in the securities of foreign issuers, including the risk of changes in currency exchange rates, expropriation or nationalization of assets, and the impact of political, diplomatic, or social events.
Principal Risks of the MidCap Fund
Style Risk . The MidCap Fund is subject to “style” risk, which is the risk that its investment style may perform differently from funds with other investment styles or the equities markets generally from time to time due to market and economic conditions as well as issuer and industry developments.
The MidCap Fund has a blended investment style that is generally characterized as “growth at a reasonable price.” The MidCap Fund may at any given time favor either growth stocks or value stocks, depending on the Advisor’s assessment of market conditions and other factors. Growth stocks are those of companies perceived to have good growth prospects, and are often characterized by increasing revenues or earnings. They typically have higher price/earning ratios and as a result tend to be sensitive to changes in their earnings and corporate developments and are more volatile than other types of stocks. Value stocks are those of companies whose stock prices are believed to be undervalued relative to their intrinsic value. They are often overlooked or out of favor with investors. To the extent that the MidCap Fund emphasizes growth stocks or value stocks during a particular period, it may be subject to the risk that such stocks will underperform and/or be more volatile than the market or other types of securities.
Depositary Receipts Risk . Depositary receipts are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a “depositary.” The MidCap Fund may invest in American Depositary Receipts (“ADRs”), for which the depositary is typically a U.S. financial institution and the underlying securities are issued by foreign issuers. ADRs may be listed on a national securities exchange or may trade on an over-the-counter market. ADR prices are denominated in United States dollars, although the underlying security may be denominated in a foreign currency. Although generally tempered to some extent, ADRs do not eliminate all of the risks associated with directly investing in the securities of foreign issuers, including the risk of changes in currency exchange rates, expropriation or nationalization of assets, and the impact of political, diplomatic, or social events.
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Principal Risks of the Bond Fund
Interest-Rate Risk . The value of bonds is affected primarily by changes in interest rates, average maturities and the investment and credit quality of the securities. A bond’s fair market value increases or decreases in order to adjust its yield to current interest rate levels. A bond’s yield reflects the bond’s fixed annual interest as a percentage of its current price. Therefore, bond prices generally move in the opposite direction of interest rates and movements in interest rates typically have a greater effect on prices of longer-term bonds than on those with shorter maturities. Changes in prevailing interest rates will also affect the yield on shares of the Bond Fund . Interest-rate fluctuations, however, will not affect the income received by the Bond Fund from its existing portfolio of fixed-income securities (other than from variable-rate securities). Variable and floating-rate securities held by the Bond Fund are generally less sensitive to changes in interest rates, but changes in the interest rates of these securities may lag changes in market rates. Variable and floating-rate securities may also decline in value if their interest rates do not rise to the same degree or as fast as interest rates in general.
Credit Risk . The Bond Fund is subject to credit risk, which is the risk that the issuers of the bonds in which the Fund invests may default on interest and/or principal payments. The creditworthiness of an issuer could deteriorate because of developments affecting the issuer uniquely, industry developments or general economic conditions. Such deterioration increases the risk of default and would likely cause a decline in the bond’s value, particularly if the rating of the bond is downgraded.
Low and Below Investment Grade (High-Yield/Junk) Securities Risk . The Bond Fund can invest in securities with the lowest investment grade rating without limitation, and, for up to 10% of its net assets, securities rated below investment grade (commonly referred to as “junk” or “high-yield” securities). Such securities are subject to a greater risk of issuer default or bankruptcy, lack of liquidity, and sensitivity to adverse economic events or developments specific to the issuer than are higher-rated securities. High-yield securities are considered speculative with regard to the issuer’s capacity to pay interest and repay principal.
Prepayment Risk. Certain of the securities held by the Bond Fund may be prepaid prior to their scheduled maturity dates. Prepayment is likely during periods of falling interest rates. Risk of prepayment generally affects the price and yield of a security and its volatility because prepayment shortens the life of the security and thus the expected interest payments from that security. Prepayment will also require the Bond Fund to reinvest the proceeds in other securities, usually at lower rates and yields.
Foreign Issuer Risk. The Bond Fund is subject to some risk associated with investing in bonds of foreign issuers. Some foreign issuers are subject to less stringent and less uniform regulatory, financial reporting, and accounting standards and practices than U.S. issuers. Bonds of foreign issuers are generally less liquid than those of U.S. issuers, and evidence of the Fund’s ownership of bonds may be uncertain in many foreign countries. Bonds of foreign issuers in some countries may be subject to expropriation or confiscatory taxation or affected by political or social instability, war, terrorism, nationalization, or limitations on the removal of funds or other assets.
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Fixed-Income Securities . The Bond Fund and, to a lesser extent, the LargeCap Fund and MidCap Fund, may invest in bonds and other fixed-income securities, including convertible securities, mortgage-related securities, and asset-related securities. The total return realized by a Fund on the fixed-income portion of its portfolio consists of the change in the value of the fixed-income securities held by the Fund and the income generated by those securities. The value of fixed-income securities is affected primarily by changes in interest rates, average maturities, the securities’ investment quality and the creditworthiness of the issuer.
A bond’s yield reflects the bond’s fixed annual interest as a percentage of its current price. The price (the bond’s fair market value) will increase or decrease in order to adjust the bond’s yield to current interest rate levels. Therefore, bond prices generally move in the opposite direction of interest rates. As a result, interest-rate fluctuations will affect the net asset value of a Fund that invests in bonds, but will not affect the interest income received by the Fund from its existing portfolio of fixed-income securities. However, changes in prevailing interest rates will affect the yield on shares subsequently issued by the Fund. Movements in interest rates also typically have a greater effect on the prices of longer-term bonds than on those with shorter maturities.
The fixed-income securities in which the Funds invest are generally investment grade, meaning that they are rated in one of the four highest rating categories by S&P, Moody’s, or Fitch. However, the LargeCap Fund and MidCap Fund may invest up to 5% of their net assets in fixed-income securities rated below investment grade, and the Bond Fund may invest up to 10% of its net assets in fixed-income securities rated below investment grade. At times, the percentage of net assets represented by non-investment grade debt securities may exceed these limits due to market appreciation and/or downgrading of securities. Non-investment grade securities, commonly referred to as “high-yield/high-risk” or “junk” securities, are considered speculative with regard to the issuer’s capacity to pay interest and repay principal. They are subject to special risks, including possible issuer default or bankruptcy, lack of liquidity and sensitivity to adverse economic events or developments specific to the issuer.
The Bond Fund may invest in mortgage-related securities and other asset-related securities. To the extent the Bond Fund invests in non-government, mortgage-related securities or other asset-related securities, the Bond Fund is subject to the risk that, if the issuer fails to pay interest or repay principal or otherwise defaults on the underlying loans, the asset backing of these securities may not be sufficient to support payments on the securities. There is also the possibility that the issuer may receive little or no collateral protection from the underlying assets or that recoveries on repossessed collateral may not, in some cases, be available to support payments on the securities. An unexpectedly high rate of defaults on mortgages may adversely affect the value of a non-government, mortgage-related security and could result in losses to the Bond Fund. In addition, changes in interest rates affect the value of non-government, mortgage-related securities and other asset-related securities. Some non-government, mortgage-related securities may be structured so that they may be particularly sensitive to changes in interest rates.
Although U.S. Treasury securities are backed by the full faith and credit of the United States Treasury, not all of the securities issued by U.S. Government agencies and instrumentalities in which the Bond Fund may invest are issued or guaranteed by the U.S. Treasury. Such securities vary in terms of the degree of support afforded by the U.S. Government. Some agency securities are supported by the agency’s right to borrow from the U.S. Treasury, such as those issued by the Federal Home Loan Banks. Still others are supported only by the discretionary authority of the U.S. Treasury to purchase the agency’s obligations, such as those issued by the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or by the credit of the agency or instrumentality that issued them, such as those issued by the Federal National Mortgage Association (“Fannie Mae”). Because there is no guarantee that the U.S. Government will provide support to such agencies, such securities involve risk of loss of principal and interest. In contrast, mortgage-backed securities issued by other U.S. Government-sponsored entities, such as the Government National Mortgage Association (“Ginnie Mae”), are guaranteed by the full faith and credit of the U.S. Government. However, a security backed by the U.S. Treasury or the full faith and credit of the U.S. Government only means that the timely payment of interest and principal of such security is guaranteed. The U.S. Government does not guarantee market prices or yields for such securities. The Bond Fund may invest in mortgage-backed securities issued by the U.S. Government and its agencies and instrumentalities, and by other government-sponsored entities (including those issued by Freddie Mac, Fannie Mae, or Ginnie Mae), without limitation as to the amount of investment in such securities.
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Although the makeup of the Bond Fund’s portfolio is constantly changing, as of December 31, 2015, 83.88% of the Fund’s portfolio was invested in corporate bonds. Due to prevailing market conditions, the composition of the Fund’s portfolio as of that date was consistent with the composition of the Fund’s portfolio over the past 5 years. In addition, as of that date 74.28% of the Fund’s portfolio was invested in bonds rated BBB by Standard & Poor’s, while an additional 11.14% of the Fund’s portfolio was rated below investment grade and 3.06% of the Fund’s portfolio was not rated by Standard & Poor’s. For portfolio information current as of the most recent quarter-end, please call 1-800-999-0887 or visit our website at www.thompsonim.com. Compared to a portfolio that is more evenly allocated between government and corporate bonds, a portfolio that is heavily allocated to corporate bonds may provide higher returns, but is also subject to greater levels of credit and liquidity risk and to greater price fluctuations. A portfolio that is significantly allocated to bonds having lower and below-investment-grade ratings may also be subject to greater levels of credit and liquidity risk and experience greater price fluctuations than a portfolio comprised of higher-rated investment-grade bonds.
Convertible Debt Risk . Each Fund may invest in convertible debt, and risks associated with convertible debt are considered principal risks of the Bond Fund . A convertible debt security is a fixed-income security that can be converted into shares of stock in the issuing company, usually at some pre-announced ratio. The option component of this security, which allows for the holder to convert debt into equity, results in the holder receiving lower yields as compared to non-convertible securities, but a higher yield than is generally obtainable on the equity shares into which it converts. Although it typically has a low coupon rate, the holder is compensated through the ability to convert the debt to common stock, usually at a substantial premium to the stock’s fair market value.
Typically, convertible debt securities will be classified as subordinated debt and, therefore, are more risky than unsubordinated debt. Subordinated debt holders are lower in the hierarchy as far as principal repayment during times of distress for the issuer.
Convertible debt securities are a less-risky investment than common stock but can provide higher, equity-like returns relative to non-convertible debt securities. They are less volatile than stocks and their value can only fall to a price where the yield would be equal to that of a non-convertible debt security of the same terms. They offer strong downside protection in a bear market, but also allow the investor to take part in the profits as a stock moves higher.
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However, these securities can be disadvantageous in the sense that the holder will be receiving substantially lower yield to maturity in comparison to the non-convertible equivalent. This is generally a concern when the issuer’s equity does not achieve the upward price projections that would make taking the lower yield speculation worthwhile.
Liquidity . Each Fund may invest up to 15% of the value of its net assets (exclusive of any variable-rate demand notes held by a Fund) in securities which are illiquid, including restricted securities, securities for which there are no readily available market quotations and repurchase agreements providing for settlement later than seven days after notice. While these holdings may offer more potential for growth, they may also present a higher degree of business and financial risk, which can result in substantial losses. The Funds may have difficulty valuing these holdings and may be unable to sell these holdings at the time or price desired. Rule 144A securities, which are restricted securities that are eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as amended, are not considered illiquid.
Volatility Risk . The LargeCap Fund and MidCap Fund are subject to volatility risk, which is the risk that certain types of securities shift in and out of favor depending on market and economic conditions as well as investor sentiment.
Preferred Stock . The LargeCap Fund and MidCap Fund may invest in preferred stocks. Preferred stocks represent an equity or ownership interest in an issuer. Preferred stocks normally pay dividends at a specified rate and have precedence over common stock in the event the issuer is liquidated or declares bankruptcy. However, in the event an issuer is liquidated or declares bankruptcy, the claims of owners of the issuer’s debt take precedence over the claims of those who own preferred and common stock. Preferred stock dividends may be cumulative or non-cumulative, participating, or auction rate. “Cumulative” dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid on an issuer’s common stock. “Participating” preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. Preferred stock is subject to many of the risks to which common stock and debt securities are subject. To the extent the Bond Fund holds preferred stocks through a conversion, reorganization or other actions, the Bond Fund will also be subject to these risks.
Convertible Preferred Stock . The LargeCap Fund and MidCap Fund may invest in convertible preferred stock. Convertible preferred stock is preferred stock that may be exchanged for or converted into the common stock of the same (or a different) issuer at the option of the holder during a specified period of time. In exchange for the conversion feature, however, dividends on a convertible preferred stock are generally less than would be the case if the stock was issued in non-convertible form.
The value of a convertible preferred stock tends to increase as the price of the underlying common stock goes up and to decrease as the price of the underlying common stock goes down. In addition, convertible preferred stocks tend to increase in value when interest rates fall and decrease in value when interest rates rise. Because both stock market movements and interest rates can influence its value, a convertible preferred stock is not as sensitive to interest-rate changes as a non-convertible debt security, nor is it as sensitive to changes in the share price of its underlying common stock.
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Convertible preferred stocks are senior securities and, therefore, generally have a claim against the assets of the issuing company that is superior to the claims of holders of the company’s common stock upon liquidation of the company. However, a convertible preferred stock holder’s claim against the assets of the issuing company is subordinate to the claims of holders of the issuer’s debt securities upon liquidation of the company. To the extent the Bond Fund holds convertible preferred stock through a conversion, reorganization or other actions, the Bond Fund will also be subject to these risks.
Change in Investment Objective
Each Fund’s investment objective may be changed by the Board of Directors without shareholder approval. However, the Board has no present plans to change any Fund’s objective.
The policy of the LargeCap Fund is to invest, under normal circumstances, at least 80% of its net assets plus any borrowing for investment purposes in a diversified portfolio of equity securities of large-capitalization companies that at the time of purchase fall within the capitalization ranges of companies in the S&P 500 Index, the Fund’s benchmark. This policy may be changed by the Board upon at least 60 days’ prior written notice to the shareholders, which notice will comply with the requirements of Rule 35d-1 under the 1940 Act.
The policy of the MidCap Fund is to invest, under normal circumstances, at least 80% of its net assets plus any borrowing for investment purposes in a diversified portfolio of equity securities of medium-sized companies that at the time of purchase fall within the 12-month average of the capitalization ranges of stocks in the Russell Midcap Index, the Fund’s benchmark. This policy may be changed by the Board upon at least 60 days’ prior written notice to the shareholders, which notice will comply with the requirements of Rule 35d-1 under the 1940 Act.
The policy of the Bond Fund is to invest, under normal circumstances, at least 80% of its net assets plus any borrowing for investment purposes in bonds. This policy may be changed by the Board upon at least 60 days’ prior written notice to the shareholders, which notice will comply with the requirements of Rule 35d-1 under the 1940 Act.
Temporary Defensive Positions
Each Fund may from time to time invest, without limitation, in short-term instruments for defensive purposes in response to adverse market, economic and other conditions that could expose the Fund to a decline in value. Short-term instruments include commercial paper, certificates of deposit, U.S. Treasury bills, variable-rate demand notes, repurchase agreements and money market funds. These temporary defensive positions are inconsistent with each Fund’s principal investment strategies and make it harder for a Fund that takes such a temporary defensive position to achieve its investment objective.
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The Funds understand that portfolio holdings information is material, non-public information and that selective disclosure of such information may be prohibited. Accordingly, the Funds have adopted a policy regarding the disclosure of portfolio holdings information, which is described in the Statement of Additional Information and is available on the Funds’ website at www.thompsonim.com.
Complete schedules of the Funds’ portfolio holdings as of the end of each calendar quarter are made available on the Funds’ website at www.thompsonim.com. These schedules are generally posted on the website within thirty (30) days of the end of each quarter.
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Thompson Investment Management, Inc. (“TIM” or the “Advisor”), 918 Deming Way, Madison, Wisconsin 53717, serves as investment advisor for the Thompson IM Funds, Inc. (the “Funds”). TIM also provides investment advice to individuals and institutional clients. As of January 1, 2016, TIM had approximately $3.0 billion of assets under management. TIM also acts as administrator to the Funds. In such capacity, TIM provides the Funds with administrative and accounting services. TIM is controlled by John W. Thompson.
During the fiscal year ended November 30, 2015, the LargeCap Fund paid management fees to TIM of 0.94% of the Fund’s average daily net assets; during that time, TIM waived and/or reimbursed operating fees of 0.07% so that the net operating expenses of the LargeCap Fund equaled 1.15%. During the fiscal year ended November 30, 2015, the MidCap Fund paid management fees to TIM of 1.00% of the Fund’s average daily net assets; during that time, TIM waived and/or reimbursed operating fees of 0.19% so that the net annual operating expenses of the MidCap Fund equaled 1.30%. During the fiscal year ended November 30, 2015, the Bond Fund paid management fees to TIM of 0.60% of the Fund’s average daily net assets during that year.
A discussion regarding the basis for the Board of Directors approving the investment advisory contract of the Funds is available in Thompson IM Funds’ Annual Report to Shareholders for the period ended November 30, 2015 and will be available in Thompson IM Funds’ Annual Report to Shareholders for the period ended November 30, 2016.
The Portfolio Managers for each of the Funds are identified below. The Co-Portfolio Managers of each Fund work together. Portfolio management at TIM is a collaborative process.
With respect to each of the Funds, each of the Co-Portfolio Managers shares equal responsibility for day-to-day management of the Fund, and they generally work together in developing investment strategies and selecting securities. In certain cases, a Co-Portfolio Manager may act independently in selecting securities, but may do so only with prior approval from the other Co-Portfolio Managers. The Co-Portfolio Managers are assisted by other employees of TIM.
LargeCap Fund
James T. Evans, Jason L. Stephens and John W. Thompson serve as Co-Portfolio Managers for the LargeCap Fund.
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 Thompson IM Funds, Inc., 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.
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Jason L. Stephens, has been actively involved in the management of the MidCap Fund since its inception and in the management of the LargeCap Fund and the Bond Fund since February 2009. Mr. Stephens has served as a Director of Thompson IM Funds, Inc. since 2011 and as its Chief Executive Officer since March 2015. Mr. Stephens is Chief Executive Officer, Principal, and a Portfolio Manager at TIM. Previously, he served as Vice President of Thompson IM Funds, Inc. and as the Chief Operating Officer of TIM from 2009 to March 2015. Mr. Stephens received a B.S. in English and Communication Arts, a M.A. in Arts Administration and a M.S. in Finance, each from the University of Wisconsin-Madison. He is a CFA charterholder.
John W. Thompson has managed or co-managed the LargeCap Fund and Bond Fund since their inceptions. Mr. Thompson has served as President of Thompson IM Funds, Inc. since 2009 and as a Director of the Funds since 1987. He also served as its Chief Executive Officer from 2005 to March 2015. He has been the President of TIM since 2004 and its Chairman since March 2015. Until January 2004, Mr. Thompson was President and Treasurer of Thompson, Plumb & Associates, Inc. Mr. Thompson has a B.S. degree from the University of Wisconsin and a M.B.A. from the Wharton School at the University of Pennsylvania. He is a CFA charterholder.
MidCap Fund . James T. Evans and Jason L. Stephens serve as Co-Portfolio Managers for the MidCap Fund. Messrs. Evans and Stephens have been actively involved with the MidCap Fund since its inception. Information about Messrs. Evans and Stephens is set forth under “LargeCap Fund” above.
Bond Fund . James T. Evans, Jason L. Stephens and John W. Thompson serve as Co-Portfolio Managers for the Bond Fund. Mr. Thompson has managed or co-managed the Bond Fund since its inception and Messrs. Evans and Stephens have been actively involved in the management of the Bond Fund since February of 2009. Information about Messrs. Evans, Stephens and Thompson is set forth under “LargeCap Fund” above.
Additional Information About Portfolio Managers
The Statement of Additional Information for the Funds provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of shares of the Funds.
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HOW TO BUY, EXCHANGE, AND SELL SHARES
You may buy shares of any of the Funds without a sales charge. The price you pay for the shares will be the net asset value per share next determined after your purchase order is received by the Funds through U.S. Bancorp Fund Services, LLC, the Funds’ transfer agent (“Transfer Agent”) or a clearing agency registered with the Securities and Exchange Commission (e.g., NSCC’s Fund/SERV system), or received by Quasar Distributors, LLC, the principal underwriter and distributor of shares of the Funds (“Distributor”), or other broker-dealer or designated intermediary authorized by the Funds. That determination is made as of the close of trading on the New York Stock Exchange (generally 4:00 p.m. Eastern Time) every day on which the Exchange is open. You need to complete the Account Application and submit it to the Funds in order to purchase Fund shares. The Funds reserve the right to reject any purchase order for any reason. The Funds generally do not sell shares to investors residing outside the United States, even if they are United States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses. The Funds reserve the right to decline investments from shareholders who must supply or file a form W-8. Please note that your application will be returned if any information is missing. The Funds do not issue share certificates.
Please call us at 1-800-999-0887 or visit our website at www.thompsonim.com if you have any questions about purchasing shares of the Funds or require additional assistance in completing your Account Application.
The initial and subsequent investment minimums for purchases of shares of a Fund are as follows:
To open an account: $250 per Fund
To add to an account: $50
The initial and subsequent investment minimums are not imposed on retirement plan accounts (such as 401(k), SIMPLE and SEP plans). In addition, we may waive the initial and subsequent investment minimum in other appropriate circumstances.
The Funds have established an Anti-Money Laundering Program as required by the USA PATRIOT Act and an identity-theft prevention program. In order to ensure compliance with this law and these programs, the Funds are required to obtain the following information for all registered owners and all authorized individuals:
• | Full Name |
• | Date of Birth |
• | Social Security Number |
• | Permanent Street Address (P.O. Box alone is not acceptable) |
• | Corporate accounts require additional documentation |
The Funds will use such information to verify your identity and will not transact business with any person or entity whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act. The Funds also reserve the right to close an account within five business days if identifying information or documentation is not received.
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The Funds have not adopted a “Rule 12b-1” distribution plan and, thus, do not make any payments out of their assets for activities that are primarily intended to result in the sale of Fund shares. All sales, marketing and other distribution-related costs are borne by the Advisor, including the costs of advertising and sales literature, the fees and expenses of the Distributor, the costs of printing and mailing prospectuses, and compensation to broker-dealers and other intermediaries. In addition, the Advisor may offer additional non-cash compensation or sales incentives to certain broker-dealers and other intermediaries.
The Funds reimburse the Advisor for a portion of amounts paid by the Advisor out of the Advisor’s own resources under various shareholder, account maintenance, networking and other services provided to the Funds by broker-dealers and other intermediaries. The amount reimbursed by the Funds is equal to (1) for those accounts maintained through a shareholder servicing arrangement, an annual rate of no more than 0.10% of the average daily net assets of the omnibus accounts in the Funds for which all broker-dealers and other intermediaries, in the aggregate, are responsible, and (2) for those accounts maintained through a networking arrangement, no more than $6 per year per account in the Funds for which the broker-dealers and other intermediaries are responsible; provided however, in all cases only one of these fees shall be applicable to the assets in an account. This amount has been determined by the Board of Directors of the Funds to approximate (or not to exceed) the transfer agency fees that would otherwise have been payable by the Funds if such broker-dealers and intermediaries did not maintain these accounts. For the fiscal year ended November 30, 2015, the amounts reimbursed by the Funds to the Advisor were $22,947, $3,911 and $988,673 for the LargeCap Fund, MidCap Fund and Bond Fund, respectively.
The Advisor may also make payments from its own resources to selected broker-dealers or financial institutions that perform various shareholder servicing, recordkeeping or other services with respect to the Funds. The payments that the Advisor may make to these broker-dealers are usually, but need not be, based on the aggregate value of accounts in the Funds for which these broker-dealers are responsible, or may include a flat fee, and the amounts can vary from firm to firm. The minimum aggregate size required for eligibility for such payments, as well as the factors in selecting the broker-dealer firms and institutions to which they will be made, are determined by the Advisor from time to time. These payments may create incentives for these broker-dealers or their representatives to recommend or offer shares of the Funds to you.
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To Open An Account | To Add to an Existing Account | |
Minimum Investment | $250 per Fund | $50 |
By Mail: Regular Mail: Thompson IM Funds, Inc.
c/o U.S. Bancorp Fund Services, LLC
Express Delivery Address:
c/o U.S. Bancorp Fund Services, LLC
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Complete and sign the Account Application.
Call 1-800-999-0887 or visit the Funds’ website at www.thompsonim.com to obtain the appropriate forms.
Make your check payable to Thompson IM Funds .
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Send your check along with the completed Additional Investment form included with your account statement (or write a note with your account number).
Make your check payable to Thompson IM Funds with your account number in the memo field.
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By Internet: www.thompsonim.com
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After clicking LOG IN to create a user name and password, follow the instructions to create your new account and to make an initial purchase.
We will electronically debit your purchase proceeds from the financial institution account identified on your account application. If you establish your new account online, you do not need to provide a voided check to establish your bank account instructions. |
If your account was established by internet: Visit www.thompsonim.com and click on LOG IN to purchase additional fund shares.
If your account was established by method other than internet: The Fund must have bank instructions on file to purchase fund shares this way. You must provide a voided check with which to establish your bank account instructions .
You may set up a user ID and password by logging onto www.thompsonim.com. This will enable you to purchase shares by having the purchase amount deducted from your bank account by electronic funds transfer via the Automated Clearing House (ACH) network. Please make sure that your account is set up with bank instructions and that your bank is an ACH member.
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By Telephone: 1-800-999-0887 The Fund must have bank instructions on file to purchase fund shares this way. |
You may not make an initial purchase of Fund shares via telephone. |
If you submitted a voided check with your application, your account has been open for at least 15 days, and you did not decline the telephone purchase option, you may purchase additional shares during business hours (8:00 A.M. to 7:00 P.M. Central Time).
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To Open An Account | To Add to an Existing Account | |
By Wire: U.S. Bank, N.A. ABA 075000022 c/o U.S. Bancorp Fund Services, LLC Account 112-952-137 (Name of Specific Thompson IM Fund being Purchased) (Your Name) (Account Number) |
Complete and send in an Account Application. The completed application must be received in advance of the wire.
Before sending your wire, please contact us at 1-800-999-0887 to advise us of your intent to wire funds and receive your assigned account number. This will ensure prompt and accurate credit upon receipt of your wire.
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Before sending your wire, please contact us at 1-800-999-0887 to advise us of your intent to wire funds. This will ensure prompt and accurate credit upon receipt of your wire.
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Automatic Investment Plan: The Fund must have bank instructions on file to purchase fund shares this way. |
Not applicable. |
Call us at 1-800-999-0887 or visit our website at www.thompsonim.com to obtain an Account Options Form.
Visit www.thompsonim.com and click on LOG IN to purchase additional funds shares through automatic investments.
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By Broker: |
Each Fund may also be available through your existing brokerage account. Check with your financial advisor.
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Other Information about Purchasing Fund Shares
All purchases by check must be made in U.S. dollars, drawn on a domestic financial institution. No third-party checks, credit cards, credit card checks, Treasury Checks, traveler’s checks, starter checks, cash or money orders will be accepted. The Funds are unable to accept post-dated checks, or any conditional order or payment. The Funds may refuse to accept other forms of payment at their discretion . The transfer agent will charge a $25 fee against your account if any payment check is returned to the transfer agent. The Funds do not consider the U.S. Postal Service or other independent delivery services to be their agents. Therefore, deposit in the mail or with such services, or receipt at U.S. Bancorp Fund Services, LLC’s post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent.
To have your Fund shares purchased at the net asset value determined at the close of regular trading on a given date, the Transfer Agent must receive your purchase order before the close of regular trading on that date. Amounts sent by wire must be received before 3:00 p.m. Central Time in order to buy shares that day. Neither the Funds nor U.S. Bank, N.A. is responsible for the consequences of delays resulting from the banking or Federal Reserve wire system, or from incomplete wiring instructions. Also, you are responsible for any charges that your bank may impose for effecting the wire or electronic funds transfer.
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The Fund may alter, modify or terminate the internet purchase option at any time. If an account has more than one owner or authorized person, the Fund will accept internet or telephone instructions from any one of those owners or authorized persons. By accepting the internet or telephone purchase option, you authorize us to act upon the instruction of any person by internet or telephone to purchase additional shares for your account, and you assume some risk for unauthorized transactions. We have procedures designated to reasonably assure that the internet or telephone instructions are genuine, including requesting personal information and providing written confirmation of transactions. In addition, for internet transactions, we request your user identification number and password, which can be established on the website, and for telephone transactions, we record telephone conversations. We will be liable to you if you suffer a loss from our failure to abide by these procedures.
Telephone orders will be accepted via electronic funds transfer from your bank account through the Automated Clearing House (ACH) network, provided that your bank is a member and your account has been open for at least 15 days. Your shares will be purchased at the net asset value calculated on the day of your purchase order. A $25 charge will be assessed for any such transfer that cannot be completed.
The Automatic Investment Plan section on the Regular Account Application or Account Options Form must be completed to authorize the transfer of funds from your bank account. Indicate the amount of the automatic investments (must be at least $50 per investment) and how often (monthly, bimonthly, quarterly or yearly) you wish to make automatic investments. Your bank will deduct the automatic investment amount you have selected from your checking account on the business day of your choosing, and apply that amount to the purchase of fund shares. You will be charged $25 for any automatic investments that do not clear. You may change or terminate your participation in an automatic investment plan at any time; however, a request to change or terminate must be made to the Transfer Agent at least five days prior to the effective date of the next transaction.
You may purchase shares of any Fund through a broker-dealer, institution or other service provider, who may charge a commission or other transaction fee. Certain account features of a Fund may not be available or may be modified in connection with the program offered by your service provider. The service provider, rather than you, may be the shareholder of record of Fund shares and may be responsible for delivering Fund reports and other communications about the Fund to you.
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Exchange and Redemption of Fund Shares
By Mail: Regular Mail: Thompson IM Funds, Inc.
c/o U.S. Bancorp Fund Services, LLC
Express Delivery Address:
c/o U.S. Bancorp Fund Services, LLC
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A written request for exchange or redemption (or the Redemption Request form) must be signed exactly as the account is registered and include the name of the Fund, account number and the amount to be redeemed or exchanged.
Signatures may need to be guaranteed. See “Signature Guarantees.”
Call 1-800-999-0887 or visit the Funds’ website at www.thompsonim.com to obtain the appropriate forms.
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By Internet: www.thompsonim.com The Fund must have bank instructions on file to redeem fund shares this way. |
All accounts (except IRAs, retirement plans, corporate, and certain institutional accounts).
Visit www.thompsonim.com and click on LOG IN and follow the instructions to redeem or exchange shares to another Thompson IM Fund.
If you do not already have online account access established, you will need to create a user name and password after clicking LOG IN.
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By Telephone: 1-800-999-0887
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We will accept telephone exchanges or redemptions during business hours (8:00 A.M. to 7:00 P.M. Central Time) unless you indicate otherwise on your account application.
Call us and provide your account number and the amount to be redeemed.
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By Wire: 1-800-999-0887
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Call us to request wire redemptions. |
Automatic Exchange Plan:
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You may also make regular monthly exchanges from one Fund to another through our Automatic Exchange Plan. You may participate by completing the Automatic Exchange Plan section of the account application, which may be obtained from the Funds. You must establish an account for each Fund with at least $250 before you can make automatic exchanges. You must determine the amount that will be automatically exchanged (must be at least $50) and the day of each month the exchange will be made.
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Systematic Withdrawal Plan: |
You can elect to participate in our Systematic Withdrawal Plan by completing the Systematic Withdrawal Plan section on the Regular Account Application. This plan allows you to arrange for automatic withdrawals from your Fund account. Payments may be sent via check to your address of record or to a pre-authorized bank account through the Automatic Clearing House (ACH) network, if your bank is a member. You select the schedule for systematic withdrawals, which may be on a monthly basis or in certain designated months. You also select the amount of each systematic withdrawal, subject to a $25 minimum. To begin systematic withdrawals, you must have a Fund account valued at $10,000 or more. The Systematic Withdrawal Plan may be terminated or modified at any time by writing or by telephone at least 5 days prior to the effective date.
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By Broker: |
You may redeem Fund shares through broker-dealers, institutions and other service providers, who may charge a commission or other transaction fee for processing the redemption for you.
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Other Information about Redeeming and Exchanging Fund Shares
You may exchange shares of a Fund for shares of another Fund without a fee or sales charge. Shares being exchanged must have a net asset value of at least $250 (except for the Automatic Exchange Plan). Immediately following the exchange, the value of your account in the Fund for which shares are exchanged must be at least $250. We reserve the right to limit the number of times you may exchange Fund shares. The exchange privilege may be modified or terminated at any time.
An exchange of shares from one Fund to another Fund is treated as a sale of the shares being exchanged and any gain on the transaction may be subject to income tax.
If your account has multiple owners such as a joint account, only one owner or joint tenant’s authorization is required for a telephone or internet exchange or redemption. In making telephone or internet exchanges, you assume the risk for unauthorized transactions. However, we have procedures designed to reasonably assure that the telephone or internet instructions are genuine, including requesting personal information and providing written confirmation of transactions. In addition, for internet transactions, we request your user identification number and password, which can be established on the website, and for telephone transactions we record telephone conversations. We will be liable to you if you suffer a loss from our failure to abide by these procedures. Once a telephone or internet transaction has been placed, it cannot be cancelled or modified.
You may redeem (sell back to the Fund) all or some shares of any Fund at any time. The price you receive for the shares will be the net asset value per share next determined after the redemption request is received in “good order” by the Funds (through the Transfer Agent), by a clearing agency registered with the Securities and Exchange Commission (e.g., NSCC’s Fund/SERV system), or by the Distributor or other broker-dealer or designated intermediary authorized by the Funds. The net asset value per share is determined as of the close of trading on the New York Stock Exchange (generally 4:00 p.m. Eastern Time) on each day in which the Exchange is open.
A redemption request will be deemed in “good order” if it includes:
• | The shareholder’s name; |
• | The name of the Fund; |
• | The account number; |
• | The share or dollar amount to be redeemed; and |
• | Signatures of all shareholders on the account (for written redemption requests, with signature(s) guaranteed if applicable). |
You may request to receive your redemption proceeds by mail or by wire or electronic funds transfer. No redemption will be effective until all necessary documents have been received in proper form by the Funds (through the Transfer Agent). Redemption proceeds will be sent within seven days after we receive the redemption request; however, we will delay sending redemption proceeds for 12 calendar days from their purchase date or until all payments for the shares being redeemed have cleared, whichever occurs first. The Funds do not consider the U.S. Postal Service or other independent delivery services to be their agents. Therefore, deposit in the mail or with such services, or receipt at U.S. Bancorp Fund Services, LLC’s post office box, of purchase orders or redemption requests does not constitute receipt by the Transfer Agent.
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By Mail:
We mail checks for redemption proceeds after we receive the request and all necessary documents. The check will be mailed to the address on your account (unless you request that it be sent to a different address, which requires a signature guarantee). There is no charge for mailing out redemption checks. Your redemption checks will be mailed unless you expressly request that it be sent by wire or electronic fund transfer.
By Wire/Electronic Funds Transfer:
At your written request, we will send you your redemption proceeds by wire or electronic funds transfer through the Automated Clearing House (ACH) to your designated bank account. Electronic funds transfers are generally completed within 2 to 3 days. In order to arrange for automated wire or electronic funds transfer, you must have elected the option on the account application and have provided bank information. If you do not have predetermined bank account information on your account, a signature guarantee on your redemption request will be required. You will be charged a fee (currently $15) for each wire transfer. There is no charge for electronic fund transfers, but your bank must be a member in order for you to use the system. You will be responsible for any charges that your bank may impose for receiving wire or electronic fund transfers.
Signature Guarantees
For your protection, your signature on a redemption request must be guaranteed by an institution (either a Medallion program member or a non-Medallion program member) eligible to provide them under federal or state law (such as a bank, savings and loan, or securities broker-dealer) under any of the following circumstances:
• | If ownership is being transferred on your account; |
• | When redemption proceeds are payable or sent to any person, address or bank account not on record; |
• | If a change of address was received by the Transfer Agent within the last 15 calendar days; |
• | For all redemptions in excess of $100,000 from any shareholder account. |
Non-financial transactions, including establishing or modifying certain services on an account, may require a signature guarantee, signature verification from a Signature Validation Program member, or other acceptable form of authentication from a financial institution source.
In addition to the situations described above, the Funds and/or the Transfer Agent may require a signature guarantee in other instances based on the circumstances relative to the particular situation. The Funds reserve the right to waive any signature requirement at their discretion.
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Small Accounts
Because of the disproportionately high cost of servicing accounts with low balances, we reserve the right to terminate your account in any Fund if, as a result of any transfer, exchange or redemption of shares in the account, the aggregate net asset value per share of the remaining shares in the account falls below $250. We will notify you at least 30 days in advance of our intention to terminate the account to allow you an opportunity to restore the account balance to at least $250. Upon any such termination, we will send you a check for the proceeds of redemption.
Suspension of Redemptions
Your right to redeem shares in any Fund and the date of payment by the Fund may be suspended when: (1) the New York Stock Exchange is closed or the Securities and Exchange Commission determines that trading on the Exchange is restricted; (2) an emergency makes it impracticable for the Fund to sell its portfolio securities or to determine the fair value of its net assets; or (3) the Securities and Exchange Commission orders or permits the suspension for your protection.
Shareholder Statements and Reports
To keep you informed about your investments, the Funds send you various account statements and reports, including:
· | Confirmation statements that verify your purchases or sales of Fund shares (except in the case of automatic purchases from bank accounts and systematic withdrawals) |
· | Quarterly and annual shareholder account statements |
· | Shareholder tax forms |
Availability of Money Market Fund
You may withdraw some or all of your investment in a Thompson IM Fund and reinvest the proceeds the same day in an available money market fund, provided that you have an existing account with this money market fund or you submit a completed money market application to the Transfer Agent . You may also move that investment back into any of the Thompson IM Funds. There is no charge for this privilege. Although the money market fund is not affiliated with the Advisor or the Funds, this exchange privilege is a convenient way for you to purchase shares in a money market fund in order to respond to changes in your investment goals or market conditions. Your use of this privilege is subject to the exchange minimums and other requirements applicable to the money market fund. Before exchanging into the money market fund, you should read its prospectus. To obtain an application for the money market fund or for additional information on the money market fund, including a prospectus, please call 1-800-999-0887 or visit www.thompsonim.com.
Please note that when exchanging from a Thompson IM Fund to the money market fund, you will begin accruing income from the money market fund the day following the exchange. When exchanging less than all of the balance from the money market fund to your Thompson IM Fund, your exchange proceeds will exclude accrued and unpaid income from the money market fund through the date of exchange. An exchange is considered to be a sale of shares for federal income tax purposes on which you may realize a taxable gain or loss.
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The Thompson IM Funds may receive a fee from the money market fund for certain shareholder support services at the annual rate of 0.20% of the average daily net asset value of the money market fund shares that are issued as a result of exchanges of Thompson IM Fund shares. This privilege may be modified or terminated at any time.
This exchange privilege does not constitute an offering or recommendation on the part of the Thompson IM Funds or the Advisor of an investment in the money market fund.
Determination of Net Asset Value
Each Fund calculates its share price, also called net asset value, for both purchases and sales of shares, as of the close of trading on the New York Stock Exchange (generally, 4:00 p.m. Eastern Time), every day the Exchange is open. We determine a Fund’s net asset value per share by adding up the total value of the Fund’s investments and other assets and subtracting its liabilities, and then dividing that amount by the number of outstanding shares of the Fund. The Funds’ Board of Directors has adopted methods for valuing securities set forth in the Funds’ Pricing Policies and Procedures, including circumstances in which market quotes are not readily available or deemed to be unreliable, and has delegated authority to the Advisor to apply those methods in making fair value determinations, subject to oversight by the Board. The Advisor has established a valuation committee that, along with other Advisor employees, administers, implements, and oversees the fair valuation process and makes fair value decisions. The valuation committee regularly reviews its own fair value decisions, as well as valuations, valuation techniques and services furnished by pricing services; considers circumstances in the markets which may require it to make or adjust valuation determinations; and reviews previous valuation determinations. The valuation committee reports on its activities and any changes to the fair valuation guidelines to the Board.
Each Fund’s listed or exchange-traded investments are valued at their market prices (generally the last reported sales price on the exchange where the securities are primarily traded or, for Nasdaq-listed securities, at their Nasdaq Official Closing Prices). Exchange traded options are valued at the last reported sale price on an exchange on which the option is traded. If no sales are reported on a particular day, the mean between the highest bid and lowest asked quotations at the close of the exchanges will generally be used. Investments in money market mutual funds are generally priced at the ending net asset value provided by the service agent of the funds.
Debt investments are typically valued based on valuations published by an independent pricing service, which uses various valuation methodologies such as matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. Factors considered by pricing services include market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads and fundamental analytical data relating to the issuer. Debt securities with remaining maturities of 60 days or less are generally valued on an amortized cost basis.
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Where market quotations are not readily available or are unreliable, a fair value is determined in good faith pursuant to procedures established by the Board. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors, which includes factors such as fundamental analytical data relating to the investment, which may include consideration of yields or prices of securities of comparable quality, coupon rate, maturity and type of issue, nature and duration of any restrictions on disposition of the security and an evaluation of forces that influence the market in which the securities are purchased or sold. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security.
An excessive number of purchases and redemptions by a shareholder (market timing) in and out of a Fund may be disadvantageous to the Fund and its shareholders. Frequent transactions present risks to Fund shareholders such as dilution in the value of Fund shares held by long-term holders, interference with the efficient management of the Fund’s portfolio, increased brokerage and administrative costs, adverse tax consequences and negative impact on Fund performance. The Funds’ Board of Directors has adopted policies to discourage frequent purchases and redemptions of Fund shares. The Funds monitor and enforce these policies through:
· | Providing regular reports to the Funds’ Board of Directors by the Funds’ Chief Compliance Officer regarding any instances of suspected market timing; |
· | Periodic monitoring of trade activity for evidence of market timing or other disruptive activity based on the size of the transactions, the frequency of the activity and other relevant factors; and |
· | Restricting and prohibiting purchases and/or exchanges by persons believed to engage in frequent trading activity. |
In addition, if market timing or disruptive activity is detected in an omnibus account held by a financial intermediary, the Funds may request that the intermediary restrict or prohibit further purchases or exchanges of Fund shares by any shareholder that has been identified as having violated the Funds’ policies. The Funds may also request that the intermediary provide additional information regarding the shareholder and/or his or her transactions in the Funds in order to review any unusual patterns of trading activity discovered in the omnibus account.
While the Funds seek to take action that will detect and deter market timing and other disruptive activity, the risks of such activity cannot be completely eliminated. For example, when purchases and sales are made through omnibus accounts maintained by broker-dealers and other intermediaries, we may not be able to effectively identify and restrict persons who engage in such activity. More specifically, unless the financial intermediaries have the ability to detect and deter market timing transactions themselves, the Funds may not be able to determine whether the purchase or sale is connected with a market timing transaction. Additionally, there can be no assurance that the systems and procedures of the Funds and its service providers will be able to monitor all trading activity in a manner that would detect market timing or disruptive activity. However, the Funds, the Advisor, the Distributor and the Transfer Agent will attempt to detect and deter market timing and disruptive activity in transactions by all shareholders, whether the transactions are made directly through the Transfer Agent or are made through financial intermediaries.
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If market timing or other disruptive activity is detected, among other things, the Funds reserve the right to revise or terminate the exchange privilege, limit the amount of an exchange or a purchase order, or reject a purchase or an exchange, at any time, for any reason, without notice; and reserve the right to refuse to open a new account or reserve the right to close an existing account of a person who has a known history of market timing and other disruptive transaction activity without notice. In determining what action to take with respect to suspected market timing or other disruptive activity, the Funds will act in a manner that is consistent with the best interests of the Funds and its shareholders by making independent assessments of instances or patterns of potentially improper conduct in a manner consistent with the Funds’ policies. The methods used by the Funds to deter and detect market timing and other disruptive activity involve judgments that are inherently subjective and the Funds’ response to potentially disruptive trading activity may not be uniform.
The following types of activities are presumed under the Funds’ policies not to be the sort of trading activity discouraged by those policies: automatic investment or exchange plan transactions, systematic withdrawals, scheduled retirement plan contributions, required distributions from IRAs, transactions in pension or other retirement plans and redemptions from charitable organizations or endowments, IRA transfers of assets, Roth IRA conversions or IRA recharacterizations, and systematic model portfolio rebalancing and other similar transactions approved by the Funds’ Chief Compliance Officer.
Under certain circumstances, if no activity occurs in an account within a time period specified by state law, your shares in a Fund as well as Fund dividends and distributions may be transferred (escheated) to that state under its unclaimed or abandoned property laws.
State laws vary considerably, and your state's unclaimed or abandoned property department website may be able to provide more specific information about the laws applicable to your account(s). However, there are a number of steps you can generally take to demonstrate activity in your account(s) that may help avoid having your account be deemed inactive. For example, accessing your account on at least an annual basis via the Funds’ secure website at www.thompsonim.com could prevent your account from being deemed abandoned. In addition, in some states, speaking with a representative of the Funds by calling 1-800-999-0887 may satisfy their activity requirement. Please also notify the Funds of any name and address changes immediately and cash any dividend and redemption checks from your account(s) promptly. Please note that the reinvestment of dividends or other distributions in your account will not necessarily constitute a sufficient amount of activity to avoid escheatment to your state of your account or of those dividends or other distributions.
The Funds have authorized one or more broker-dealers to receive purchase and redemption orders on behalf of the Funds. These broker-dealers may designate other intermediaries to receive such orders. These authorized broker-dealers may charge customers a fee for their services and may receive compensation from the Advisor for providing these services. The Funds will be deemed to have received a customer order when an authorized broker-dealer or its designated intermediary receives the order. Such customer orders will be priced at the relevant Fund’s net asset value per share next determined after the orders are received by an authorized broker-dealer or its designated intermediary.
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The LargeCap Fund and MidCap Fund annually (generally within 60 days following their November 30 fiscal year-end) distribute substantially all of their net investment income and any net realized capital gains. The Bond Fund distributes its net investment income quarterly (generally within 60 days following the end of each fiscal quarter) and net realized capital gains annually (generally within 60 days following its November 30 fiscal year-end). All income, dividends and capital gains distributions are automatically reinvested in shares of the relevant Fund at net asset value, without a sales charge, on the payment date, unless you request payment in cash. You may change your dividend and capital gains distribution option in writing or by telephone at least 5 days prior to the distribution.
If you elect to receive distributions and dividends by check and the post office cannot deliver the check, or if the check remains uncashed for six months, we reserve the right to reinvest the distribution check in your account at the relevant Fund’s then current net asset value per share and to reinvest all subsequent distributions in shares of the Fund until an updated address is received.
Each of the Funds intends to make distributions that may be taxable as ordinary income, qualifying dividends or capital gains (which may be taxable at different rates depending on the length of time the Fund holds its assets). Distributions of income and capital gains are generally taxable when they are paid, whether they are reinvested in additional Fund shares or received in cash, unless you are exempt from taxation or entitled to tax deferral. The maximum federal rate on certain long-term capital gains and qualifying dividends received by individuals, estates and trusts is currently equal to 23.8%. Short-term capital gains distributions will be taxed as ordinary income (at a maximum rate of 43.4%). Qualifying dividends include dividends received from domestic corporations (including mutual funds) on shares of stock that have been held for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date. Additional requirements and limitations are imposed for purposes of determining the amount of dividends received from mutual funds that may qualify for the reduced tax rate. Non-qualifying dividends, including dividends of income on debt securities, will be taxed at ordinary income rates. You will receive information annually on the federal tax status of the Fund’s dividends and capital gains distributions.
We expect that most of the LargeCap Fund’s and MidCap Fund’s distributions will be capital gains, and most of the Bond Fund’s distributions will be ordinary income, in light of their respective investment objectives and policies.
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Redemptions of shares of a Fund, including sales and exchanges to another Fund, may also give rise to capital gains or losses. The amount of any capital gain or loss will be equal to the difference, if any, between the adjusted cost basis of your shares and the price you receive when you sell or exchange them.
In the Account Application, you are asked to certify that your taxpayer identification or social security number is correct and that you are not subject to backup withholding. If you fail to do so, the Funds are required to withhold 28% of your taxable distributions and redemption proceeds.
Each Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and to take all other action required so that no federal income tax will be payable by such Fund itself. In order to qualify as a regulated investment company, each Fund must satisfy a number of requirements. If a Fund were to fail to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended, it would be treated as a regular corporation whose net taxable income (including taxable dividends and net capital gains) would be subject to income tax at the corporate level, and distributions to shareholders would be subject to a second tax at the shareholder level.
The foregoing tax discussion is general. You should consult your own tax advisor for more information and specific advice.
The Funds are required to report to you and to the IRS the cost basis of your Fund shares acquired on or after January 1, 2012 (“covered shares”) when those shares are subsequently redeemed. Unless you elect a different permissible cost basis method in writing or via the internet, the Funds will determine the cost basis of your covered shares using the average cost method. Please see the Statement of Additional Information for more information regarding cost basis reporting, including information about the average cost method.
You are encouraged to consult your tax advisor regarding the application of these cost basis reporting rules and, in particular, which cost basis calculation method you should elect. Representatives of the Funds are not licensed tax advisors and are unable to give tax advice.
Individual Retirement Accounts
The Funds sponsor Individual Retirement Accounts (IRAs) through which you may invest annual IRA contributions and roll-over IRA contributions in shares of any of the Funds. The IRAs available through the Funds include Traditional IRAs, Roth IRAs and Coverdell Education Savings Accounts. U.S. Bank, N.A. will serve as custodian for all these types of IRA accounts sponsored by the Funds. U.S. Bank will charge a $15 annual maintenance fee for each Traditional IRA, Roth IRA or Coverdell Education Savings Account. Shareholders with two or more IRAs using the same tax ID number will be charged a total of $30 annually. Please refer to the IRA Disclosure Statement for a detailed listing of other fees. The Individual Retirement Account Custodial Agreement, the IRA Disclosure Statement and the Custodial Account Application are available from the Funds.
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Purchases and redemptions of shares of any Fund by IRAs and retirement plans are treated in the same manner as they would be with any other account. IRAs must meet a minimum initial investment requirement of $250 and a minimum subsequent investment requirement of $50. Shareholders who hold their shares through an IRA or other retirement plan must indicate on their written redemption request whether or not to withhold federal income tax. Shareholders who fail to make an election on their redemption request will generally be subject to 10% withholding. Shares held in IRA and other retirement accounts may be redeemed by telephone at 1-800-999-0887. Investors will be asked whether or not to withhold taxes from any distribution.
Retirement Plan Accounts
Purchases may also be made by SEP plans (Simplified Employee Benefit Plan), SIMPLE plans (Savings Incentive Match Plan for Employees of Small Employers), 401(k) plans and other retirement plans. Applications for investment in the Funds for SEP and SIMPLE plans are available from the Funds. The initial and subsequent investment minimums are not imposed on retirement plan accounts.
Because a retirement program involves commitments covering future years, it is important that the investment objectives of the Funds be consistent with the participant’s retirement objectives. Premature withdrawals from a retirement plan may result in adverse tax consequences. Please consult with your own tax or financial advisor.
Privacy Notice to Our Shareholders
Thompson IM Funds, Inc. strongly believes in protecting the confidentiality and security of information we collect about you. This notice describes our privacy policy and how we treat the information we receive about you.
We do not sell your information to anyone.
Why We Collect and How We Use Information
When we evaluate your request for our services, provide investment advice to you and process transactions for your account, or when you receive other services from Thompson IM Funds, Inc., you typically provide us with certain personal information necessary for us to provide advice and process transactions. We may also use that information to offer you other services we provide which may meet your needs.
What Information We Collect
The personal information we collect may include: name, address, email address, social security or taxpayer identification number, driver’s license copy, investments, other assets, income, account balance, investment objectives, historical transactions, and accounts at other institutions.
We collect personal information through our website only when you voluntarily provide it to us.
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How We Use and Protect Personal Non-Public Information
We treat information about current and former shareholders and their accounts in a confidential manner. Our employees may access information and provide it to third parties only when completing a transaction or providing other services to you. We may share information with companies that perform services on our behalf, such as the companies that print and distribute our mailings or companies that we hire to perform transaction clearance, marketing or administrative services. We may disclose, with your consent, information to attorneys, accountants, securities professionals, retirement plan professionals and others to assist us, or them, in providing services to you. We may make additional disclosures as required or permitted by law. Companies we may hire to provide support services are not allowed to use your personal information for their own purposes.
We maintain policies and procedures to safeguard your non-public personal information. Access is restricted to employees who we determine need the information in order to perform their job duties. To guard your non-public personal information we maintain physical, electronic and other safeguards.
If you own shares of the Thompson IM Funds through a financial intermediary including, but not limited to, your broker-dealer, bank or trust company, you should review each financial intermediary’s privacy policy to learn about its policies on selling or sharing your non-public information with non-affiliated third parties.
Access to and Correction of Information
Generally, upon your written request, we will make information available for your review. Information collected in connection with, or in anticipation of, any claim or legal proceeding will not be made available. If your personal information with us becomes inaccurate, or if you need to make a change to that information, please contact us at 1-800-999-0887 s o we can update our records.
Delivery of Documents to Shareholders
To control mailing and printing costs, we will deliver a single prospectus, annual or semi-annual report or other shareholder information (“shareholder documents”) 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 shareholder documents you must check the appropriate box on the Account Application (included with the Prospectus) indicating that you consent, or send a note to that effect to Thompson IM Funds, c/o U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202. 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 the address provided above. If you choose to revoke your consent, the Funds will begin to send separate copies to you within 30 days after we receive your revocation. If your shares are held through a financial institution please contact that institution directly.
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Visit us online at www.thompsonim.com to access the Funds’ performance and portfolio characteristics.
In addition to general information about investing in our Funds, our website offers:
• | Daily performance |
• | Access to account balances and various transactions |
• | Portfolio manager commentaries |
• | Prospectus, applications and shareholder forms |
• | Statement of Additional Information |
• | Annual and Semi-Annual Reports |
• | Quarterly lists of the Funds’ portfolio holdings |
• | Proxy voting record |
• | Various policies and procedures |
• | XBRL Interactive Risk/Return Summary |
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The financial highlights tables are intended to help you understand the Funds’ financial performance for the past five fiscal years (which end on November 30). Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the Funds (assuming reinvestment of all dividends and distributions). Information has been audited by Cohen Fund Audit Services, Ltd., the Funds’ independent registered public accounting firm, whose report, along with the Funds’ financial statements, are included in the Annual Report to Shareholders, which is available upon request.
Year Ended November 30, | |||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | |||||||||||
LARGECAP FUND | |||||||||||||||
Net Asset Value, Beginning of Period | $53.40 | $46.47 | $34.27 | $30.07 | $29.20 | ||||||||||
Income from Investment Operations | |||||||||||||||
Net investment income | 0.35 | 0.27 | 0.19 | 0.18 | 0.08 | ||||||||||
Net realized and unrealized gains (losses) on investments and options | (2.75) | 6.84 | 12.20 | 4.13 | 0.80 | ||||||||||
Total from Investment Operations | (2.40) | 7.11 | 12.39 | 4.31 | 0.88 | ||||||||||
Less Distributions | |||||||||||||||
Distributions from net investment income | (0.28) | (0.18) | (0.19) | (0.11) | (0.01) | ||||||||||
Distributions from net realized gains | — | — | — | — | — | ||||||||||
Total Distributions | (0.28) | (0.18) | (0.19) | (0.11) | (0.01) | ||||||||||
Net Asset Value, End of Period | $50.72 | $53.40 | $46.47 | $34.27 | $30.07 | ||||||||||
Total Return | (4.52%) | 15.35% | 36.33% | 14.37% | 3.02% | ||||||||||
Ratios/Supplemental Data | |||||||||||||||
Net assets, end of period (millions) | $111.9 | $128.6 | $124.8 | $99.6 | $104.1 | ||||||||||
Ratios to average net assets: | |||||||||||||||
Ratio of expenses | 1.15% | 1.15% | 1.21% | 1.31% | 1.31% | ||||||||||
Ratio of expenses without reimbursement | 1.22% | 1.23% | 1.22% | 1.31% | 1.31% | ||||||||||
Ratio of net investment income | 0.64% | 0.54% | 0.46% | 0.47% | 0.24% | ||||||||||
Ratio of net investment income without reimbursement | 0.57% | 0.46% | 0.45% | 0.47% | 0.24% | ||||||||||
Portfolio turnover rate | 45% | 27% | 38% | 30% | 40% |
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Year Ended November 30, | |||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | |||||||||||
MIDCAP FUND | |||||||||||||||
Net Asset Value, Beginning of Period | $14.04 | $14.04 | $11.28 | $11.15 | $11.36 | ||||||||||
Income from Investment Operations | |||||||||||||||
Net investment income (loss) (1) | — | — | — | — | — | ||||||||||
Net realized and unrealized gains (losses) on investments | (0.64 | ) | 1.47 | 3.71 | 1.38 | 0.44 | |||||||||
Total from Investment Operations | (0.64 | ) | 1.47 | 3.71 | 1.38 | 0.44 | |||||||||
Less Distributions | |||||||||||||||
Distributions from net investment income | — | — | — | — | — | ||||||||||
Distributions from net realized gains | (1.33) | (1.47) | (0.95) | (1.25) | (0.65) | ||||||||||
Total Distributions | (1.33) | (1.47) | (0.95) | (1.25) | (0.65) | ||||||||||
Net Asset Value, End of Period | $12.07 | $14.04 | $14.04 | $11.28 | $11.15 | ||||||||||
Total Return | (5.10%) | 11.82% | 35.65% | 14.41% | 3.69% | ||||||||||
Ratios/Supplemental Data | |||||||||||||||
Net assets, end of period (millions) | $38.4 | $41.3 | $37.6 | $24.6 | $17.6 | ||||||||||
Ratios to average net assets: | |||||||||||||||
Ratio of expenses | 1.30% | 1.30% | 1.30% | 1.30% | 1.30% | ||||||||||
Ratio of expenses without reimbursement | 1.49% | 1.54% | 1.63% | 1.83% | 1.96% | ||||||||||
Ratio of net investment income (loss) | 0.01% | (0.02%) | (0.02%) | (0.03%) | (0.19%) | ||||||||||
Ratio of net investment loss without reimbursement | (0.18%) | (0.27%) | (0.35%) | (0.56%) | (0.85%) | ||||||||||
Portfolio turnover rate | 27% | 34% | 47% | 44% | 47% |
(1) Less than .005 per share.
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Year Ended November 30, | |||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | |||||||||||
BOND FUND | |||||||||||||||
Net Asset Value, Beginning of Period | $11.69 | $11.91 | $11.95 | $11.33 | $11.54 | ||||||||||
Income from Investment Operations | |||||||||||||||
Net investment income | 0.49 | 0.45 | 0.41 | 0.41 | 0.42 | ||||||||||
Net realized and unrealized gains (losses) on investments | (0.72) | (0.19) | (0.03) | 0.67 (1) | (0.17) (1) | ||||||||||
Total from Investment Operations | (0.23) | 0.26 | 0.38 | 1.08 | 0.25 | ||||||||||
Less Distributions | |||||||||||||||
Distributions from net investment income | (0.48) | (0.45) | (0.40) | (0.43) | (0.40) | ||||||||||
Distributions from net realized gains | — | (0.03) | (0.02) | (0.03) | (0.06) | ||||||||||
Total Distributions | (0.48) | (0.48) | (0.42) | (0.46) | (0.46) | ||||||||||
Net Asset Value, End of Period | $10.98 | $11.69 | $11.91 | $11.95 | $11.33 | ||||||||||
Total Return | (2.04%) | 2.19% | 3.24% | 9.70% | 2.16% | ||||||||||
Ratios/Supplemental Data | |||||||||||||||
Net assets, end of period (millions) | $2,744.5 | $3,724.0 | $2,252.1 | $1,292.3 | $656.0 | ||||||||||
Ratios to average net assets: | |||||||||||||||
Ratio of expenses | 0.71% | 0.72% | 0.74% | 0.78% | 0.80% | ||||||||||
Ratio of expenses without reimbursement | 0.71% | 0.72% | 0.74% | 0.78% | 0.84% | ||||||||||
Ratio of net investment income | 3.98% | 4.04% | 3.73% | 3.90% | 3.89% | ||||||||||
Ratio of net investment income without reimbursement | 3.98% | 4.04% | 3.73% | 3.90% | 3.86% | ||||||||||
Portfolio turnover rate | 29% | 21% | 33% | 16% | 14% |
(1) Realized and unrealized gains and losses per share are balancing amounts necessary to reconcile the change in net asset value per share in the period. It does not agree to the aggregate gains and losses in the Statement of Operations in the financial statements included in the Fund’s Annual Report to Shareholders due to the fluctuation in share transactions .
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THOMPSON IM FUNDS, INC. 1-800-999-0887 www.thompsonim.com DIRECTORS OF THE FUNDS John W. Feldt, Chairman George E. Austin Cornelia Boyle Patricia Lipton Jason L. Stephens, CFA, Chief Executive Officer, Thompson Investment Management, Inc.
John W. Thompson, CFA, Chairman and President, Thompson Investment Management, Inc.
OFFICERS OF THE FUNDS Jason L. Stephens, CFA Chief Executive Officer
John W. Thompson, CFA President
James T. Evans, CFA Vice President
Penny M. Hubbard Chief Financial Officer and Treasurer
Nedra S. Pierce Chief Compliance Officer
Lesley T. Bailey Secretary
Sarah M. Baumgartner Assistant Secretary |
INVESTMENT ADVISOR Thompson Investment Management, Inc. 918 Deming Way Madison, Wisconsin 53717
DISTRIBUTOR Quasar Distributors, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202
CUSTODIAN U.S. Bank, N.A. 1555 North RiverCenter Drive Milwaukee, Wisconsin 53212
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202
INDEPENDENT REGISTERED
Cohen Fund Audit Services, Ltd. 1350 Euclid Avenue, Suite 800 Cleveland, Ohio 44115
LEGAL COUNSEL Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202
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ADDITIONAL FUND INFORMATION
The Statement of Additional Information (SAI) contains additional information about the Thompson IM Funds, Inc. The SAI is on file with the Securities and Exchange Commission (SEC) and is legally part of this Prospectus. Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. The Funds’ annual report contains a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during its last fiscal year.
To obtain a free copy of the SAI or the Funds’ annual and semi-annual reports, or to request other information or ask questions about the Funds, you can contact Thompson IM Funds at the telephone number or address shown above. These documents are also available free of charge on the Funds’ website at www.thompsonim.com. You can also view these documents at the SEC’s Public Reference Room in Washington, D.C. or on the EDGAR database on the SEC’s website at http://www.sec.gov. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-202-551-8090. Copies of such information and reports may be obtained, after paying a duplicating fee, by sending an e-mail request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-1520.
SEC File No. 811-4946
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STATEMENT OF ADDITIONAL INFORMATION
March 31, 2016
THOMPSON IM FUNDS, INC.
918 Deming Way
Madison, Wisconsin 53717
Telephone: 1-800-999-0887
THOMPSON LARGECAP FUND ® (THPGX) |
THOMPSON MIDCAP FUND ® (THPMX) |
THOMPSON BOND FUND ® (THOPX) |
This Statement of Additional Information (“SAI”) contains detailed information about the Thompson LargeCap Fund (the “LargeCap Fund”), Thompson MidCap Fund (the “MidCap Fund”) and Thompson Bond Fund (the “Bond Fund”). Collectively, the LargeCap Fund, MidCap Fund and Bond Fund are referred to herein as the “Funds” and individually as a “Fund.” This SAI is not a prospectus and should be read in conjunction with the Thompson IM Funds, Inc. Prospectus (the “Prospectus”) dated March 31, 2016. The audited financial statements of the Funds as of, and for the year ended, November 30, 2015 and the report of the independent registered public accounting firm thereon, are incorporated by reference into this SAI from the Thompson IM Funds Annual Report to Shareholders. The Prospectus and Annual Report are available, without charge, upon request by contacting Thompson IM Funds, Inc. at the address or telephone number listed above, or on the Funds’ website at www.thompsonim.com.
TABLE OF CONTENTS
Thompson IM Funds, Inc. (the “Investment Company”) is a Wisconsin corporation incorporated in 1986 and registered as an open-end, diversified management investment company under the Investment Company Act of 1940 (the “1940 Act”). Prior to September 6, 2012, the name of the Investment Company was Thompson Plumb Funds, Inc. The LargeCap Fund, MidCap Fund and Bond Fund are separate series of the Investment Company. The LargeCap Fund and Bond Fund each commenced operations on February 10, 1992. The MidCap Fund commenced operations on March 31, 2008. Prior to September 6, 2012, the LargeCap Fund, MidCap Fund, and Bond Fund were known as the Thompson Plumb Growth Fund, Thompson Plumb MidCap Fund, and Thompson Plumb Bond Fund, respectively. The investment advisor and administrator of the Funds is Thompson Investment Management, Inc. (“TIM” or the “Advisor”). The principal underwriter and distributor of shares of the Funds is Quasar Distributors, LLC (the “Distributor”).
DESCRIPTION OF CERTAIN INVESTMENT STRATEGIES AND RISKS
The following investment strategies and policies supplement each Fund’s investment strategies and policies set forth in the Prospectus. Some of the investment strategies and policies described in this Statement of Additional Information and in the Prospectus set forth percentage limitations on a Fund’s investment in, or holdings of, certain securities or other assets. Except where otherwise required by law, compliance with these strategies and policies will be determined immediately after the acquisition of such securities or assets by the Fund, and any subsequent changes in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Fund’s investment strategies and policies.
Lending Portfolio Securities
Each Fund may lend its portfolio securities to broker-dealers and financial institutions such as banks and trust companies, up to a maximum of one-third of its net assets, as a means of enhancing its return. The Advisor will monitor the creditworthiness of firms to which the Fund lends its securities. Any such loan must be continuously secured by collateral in cash or cash equivalents maintained on a current basis in an amount at least equal to the market value of the securities loaned by the Fund. The Fund would continue to receive the equivalent of the interest or dividends paid by the issuer on the securities loaned, and would also receive an additional return on the collateral. The Fund would have the right to call the loan and obtain the securities loaned at any time. The Fund would not have the right to vote the securities during the existence of the loan, but would call the loan to permit voting of securities during the existence of the loan if, in the Advisor’s judgment, a material event requiring a shareholder vote would otherwise occur before the loan was repaid. In the event of bankruptcy or other default of the borrower, the Fund could experience both delays in liquidating the loan collateral or recovering the loaned securities and losses including (a) possible decline in the value of the collateral or in the value of the securities loaned during the period while the Fund seeks to enforce its rights thereto, (b) possible subnormal levels of income and lack of access to income during this period and (c) expenses associated with enforcing its rights.
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Repurchase Agreements
Each Fund may from time to time enter into repurchase agreements. Repurchase agreements involve the sale of securities to a Fund with the concurrent agreement of the seller (a bank or securities dealer) to repurchase the securities at the same price plus an amount equal to an agreed-upon interest rate within a specified time, usually less than one week, but on occasion for a longer period. The Funds may enter into repurchase agreements with broker-dealers who are recognized by the Federal Reserve Bank of New York as primary dealers in U.S. Government securities, and with banks. When a Fund enters into a repurchase agreement, the value of the underlying security, including accrued interest, will be equal to or will exceed the value of the repurchase agreement and, in the case of repurchase agreements exceeding one day, the seller will agree that the value of the underlying security, including accrued interest, will at all times be equal to or will exceed the value of the repurchase agreement. If the seller of the repurchase agreement enters a bankruptcy or insolvency proceeding, or if the seller fails to repurchase the underlying security as agreed, a Fund could experience losses that include (a) possible decline in the value of the underlying security during the period that the Fund seeks to enforce its rights with respect thereto, and possible delay in the enforcement of such rights, (b) possible loss of all or a part of the income or proceeds of the repurchase, (c) additional expenses to the Fund in connection with enforcing those rights, and (d) possible delay in the disposition of the underlying security pending court action or possible loss of rights in such securities. The Advisor intends to cause the Funds to invest in repurchase agreements only when the Advisor determines that the Funds should invest in short-term money market instruments and that the rates available on repurchase agreements are favorable as compared to the rates available on other short-term money market instruments or money market mutual funds, circumstances that the Advisor does not anticipate will occur in the near future. The Advisor does not currently intend to invest the assets of any Fund in repurchase agreements if, after doing so, more than 5% of the Fund’s net assets would be invested in repurchase agreements.
Variable and Floating-Rate Securities
Each Fund may invest in variable and floating-rate securities. Variable-rate securities provide for a periodic adjustment to the interest rate paid on the obligations. These interest-rate adjustments are based upon an adjustment index that is provided for in the respective obligations. Adjustment intervals may occur at regularly scheduled intervals, ranging from daily to annually, or may be based upon the occurrence of events such as a change in the prime rate.
The interest rate on a floating-rate security is a variable rate that is tied to another interest rate, such as a money-market index or U.S. Treasury bill rate. The interest rate on a floating-rate security resets periodically, typically every six months. Its floating or variable rate may be determined by reference to a known lending rate, such as a bank’s prime rate or to the London InterBank Offered Rate (LIBOR).
Variable and floating-rate securities held by the Bond Fund generally are less sensitive to changes in interest rates, but changes in the interest rates of these securities may lag changes in market rates. Variable and floating-rate securities may also decline in value if their interest rates do not rise to the same degree or as fast as interest rates in general. The interest rate on an inverse floating-rate debt security resets in the opposite direction from the market rate of interest to which the security is indexed. An inverse floating-rate security may exhibit greater price volatility than a fixed-rate obligation of similar credit quality.
3
When-Issued and Delayed-Delivery Transactions
Each Fund may purchase or sell portfolio securities in when-issued and delayed-delivery transactions. In such transactions, instruments are bought or sold with payment and delivery taking place in the future in order to secure what is considered to be an advantageous yield or price to the Fund at the time of entering into the transactions. In such transactions, the payment obligations and the interest rate are fixed at the time the buyer enters into the commitment, although no interest accrues to the buyer prior to settlement of the transaction.
Consistent with the requirements of the 1940 Act, securities purchased on a when-issued and delayed-delivery basis are recorded as an asset (with the purchase price being recorded as a liability) and are subject to changes in value based upon changes in the general level of interest rates.
At the time of delivery of the security, the value may be more or less than the transaction price. To the extent a Fund remains substantially fully invested at the same time that it has entered into such transactions, which the Fund would normally expect to do, there will be greater fluctuations in the market value of the Fund’s assets than if the Fund set aside cash to satisfy the purchase commitment. However, each Fund will maintain designated liquid assets with a market value, determined daily, that are at least equal to the amount of commitments for when-issued and delayed-delivery securities, and such assets will be earmarked specifically for the settlement of such commitments.
Each Fund will only make commitments to purchase portfolio securities on a when-issued or delayed-delivery basis with the intention of actually acquiring the securities, and not for the purpose of investment leverage, but the Funds reserve the right to sell the securities before the settlement date if doing so is deemed advisable. The Funds do not currently intend to purchase securities in when-issued or delayed-delivery transactions if, after such purchase, more than 20% of their respective net assets would consist of when-issued and delayed-delivery securities.
Illiquid Securities
No Fund will invest more than 15% of the value of its net assets in securities which are illiquid, including some types of restricted securities, securities for which there are no readily available market quotations and repurchase agreements providing for settlement later than seven days after notice. For the purposes of this restriction, the Funds do not consider variable rate demand notes to be restricted securities. See “Variable-Rate Demand Notes” below.
While these holdings may offer more potential for growth, they may also present a higher degree of business and financial risk, which can result in substantial losses. The Funds may have difficulty valuing these holdings and may be unable to sell these holdings at the time or price desired. Restricted securities that are eligible for resale to certain institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, are treated as liquid securities. See “Rule 144A Securities” below.
4
Rule 144A Securities
The Funds may invest in Rule 144A securities, which are restricted securities that are eligible for resale under certain circumstances to certain institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Rule 144A securities frequently trade in an active secondary market and are treated as liquid under procedures approved by the Board of Directors. However, because of the resale restrictions on Rule 144A securities, there is a greater risk that they will become illiquid than securities registered with the SEC.
Variable-Rate Demand Notes
Each Fund may purchase variable-rate demand notes, which are unsecured instruments that permit the indebtedness thereunder to vary and provide for periodic adjustments in the interest rate. Although the notes are not normally traded and there may be no secondary market in the notes, the notes allow the Funds to demand payment of principal and accrued interest at any time. The investment policy of each Fund is to purchase variable-rate demand notes only if, at the time of purchase, the issuer has unsecured debt securities outstanding that are rated within the two highest rating categories by Standard & Poor’s, Moody’s Investors Service, Inc., or Fitch Ratings Inc.
Mortgage-Backed Securities
Each Fund may invest in mortgage-related securities, which include securities that represent interests in pools of mortgage loans made by lenders such as savings and loan institutions, mortgage bankers, commercial banks and others, as well as dollar roll transactions.
Pools of mortgage loans are combined for sale to investors (such as the Funds) by various governmental and government-related entities, as well as by commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other private issuers. These pools generally provide for a “pass-through” of monthly payments made by individual borrowers on their residential mortgage loans, net of any fees paid to the issuer or guarantor of the securities.
The Government National Mortgage Association (“GNMA”) is the principal government guarantor of mortgage-related securities. GNMA is authorized to guarantee, with the full faith and credit of the U.S. Government, timely payment of principal and interest on securities it approves that are backed by pools of mortgages insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. GNMA securities are described as “modified pass-through” in that they provide a monthly payment of interest and principal payments owed on the mortgage pool, net of certain fees, regardless of whether the mortgagor actually makes the payment. Other government-related guarantors of these securities include the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”). FNMA and FHLMC securities are guaranteed as to payment of principal and interest by those agencies or instrumentalities, but are not backed by the full faith and credit of the U.S. Government. With respect to private mortgage-backed securities, timely payment of principal and interest of these pools is supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance. There can be no assurance that private insurers or guarantors can meet their obligations under such policies.
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Certain mortgage-backed securities purchased by the Funds provide for a prepayment privilege and for amortized payments of both interest and principal over the term of the security. The yield on the original investment in such securities applies only to the unpaid principal balance, as the Fund must reinvest the periodic payments of principal at prevailing market interest rates which may be higher or lower than the rate on the original security. In addition, the prepayment privilege may require the Fund to reinvest at lower yields than were received from the original investment. If these instruments are purchased at a premium in the market, and if prepayment occurs, such prepayments will be at par or stated value, which will result in reduced return on such transactions.
During periods of declining interest rates, prepayment of mortgages from underlying mortgage-backed securities can be expected to accelerate. Accordingly, the Funds’ ability to maintain positions in high-yielding mortgage-backed securities will be affected by reductions in the principal amount of such securities resulting from such prepayments, and its ability to reinvest the returns of principal at comparable yields will depend on prevailing interest rates at that time. The rate of prepayments is likely to affect the price and volatility of a mortgage-related security. Government actions, including legislative changes, could affect the manner in which the mortgage-related securities market functions, which could increase the likelihood that a Fund would realize losses on its investment in mortgage-related securities.
The mortgages underlying privately issued mortgage-related securities are not subject to the same underwriting standards as mortgage-related securities comprised of a pool of mortgages underwritten with a guaranty of a government or government-sponsored entity; they therefore often carry greater credit risk and weaker underwriting standards and have less favorable collateral than mortgage-related securities backed with such a government or government-sponsored entity guaranty. This creates a higher risk of defaults.
Collateralized mortgage obligations are debt obligations collateralized by mortgages and divided into classes, or “tranches,” that each bear different stated maturities and are entitled to different schedules for payments of principal and interest, including prepayments. Collateralized mortgage obligations may be less liquid and may experience greater price volatility than other kinds of mortgage-related securities.
In a mortgage dollar roll transaction, the Bond Fund sells mortgage securities and simultaneously agrees to repurchase substantially similar securities—securities that, among other characteristics, are collateralized by the same types of underlying mortgages, have identical net coupon rates and have similar original stated maturities—at a later date and at an agreed-upon price. The Bond Fund may enter into dollar roll transactions with respect to securities issued or to be issued by GNMA, FNMA and FHLMC. During the period between the sale and repurchase, the Fund forgoes principal and interest paid on the mortgage securities sold. The Fund is compensated by the interest earned on the cash proceeds of the initial sale and from negotiated fees paid by brokers offered as an inducement to the Fund to “roll over” its purchase commitments.
Dollar roll transactions may result in higher transaction costs or higher taxes for the Bond Fund. Dollar rolls will not be used for the purpose of leveraging the Bond Fund’s assets or with the intention of changing its risk profile.
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Asset-Backed Securities
Each Fund may invest in asset-related securities. Asset-related securities have structural characteristics similar to mortgage-related securities but have underlying assets that are not mortgage loans or interests in mortgage loans. These securities represent fractional interests in, or are secured by and payable from, pools of assets such as motor vehicle installment sales contracts, installment loan contracts, equipment leases (including rolling stock and aircraft), leases of various types of real and personal property, and receivables from revolving credit (for example, credit card) agreements. Assets are securitized through the use of trusts and special purpose corporations that issue securities that are often backed by a pool of assets representing the obligations of a number of different parties. Repayments relating to the assets underlying the asset-backed securities largely depend on the cash flows generated by such assets. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancements associated with the securities. Payments or distributions of principal and interest on asset-backed securities may be supported by credit enhancements including letters of credit, an insurance guarantee, reserve funds and overcollateralization. Asset-backed securities have structures and characteristics similar to those of mortgage-backed securities; as a result, they are subject to many of the same risks as mortgage-backed securities, though often, to a greater extent.
The asset-related securities in which each Fund may invest include collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”), other collateralized debt obligations (“CDOs”), and other similarly structured securities. These securities are trusts backed by assets that represent the obligations of various parties. CBOs are often backed by a pool of high-risk below-investment-grade fixed-income securities, including high-yield (junk) debt and residential and commercial privately issued mortgage-related securities. CLOs are typically collateralized by a pool of loans, which may be secured or unsecured and which may include loans that are rated below investment grade or that are of equivalent quality but are unrated. CBOs, CLOs, and other CDOs are divided into multiple portions, or “tranches,” of seniority that vary in their risk and yield profiles. The “equity” tranche protects the other more senior tranches from default in most circumstances by bearing the bulk of defaults from the bonds or loans in the trust. More senior tranches typically carry higher ratings and lower yields than their underlying securities, and are sometimes rated investment grade. However, even the more senior tranches can experience substantial losses.
The degree of risk of an investment in a CBO, CLO or other CDO is largely driven by the class of the instrument in which a Fund invests as well as the type of the collateral securities. CBOs, CLOs, and other CDOs are typically restricted securities under the securities laws, though they may be Rule 144A securities and thus not considered illiquid. In addition to risks normally associated with fixed-income securities, they carry additional risks, including but not limited to deteriorating collateral quality and the possibility that distributions from collateral securities will be inadequate to make interest or other payments.
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Zero-Coupon Bonds
Each Fund may invest in debt securities such as zero-coupon bonds that do not make regular cash interest payments, but that are instead issued at a discount to their principal or maturity value. While these securities do not pay current cash income, federal income tax law requires the holders of zero-coupon securities to include the portion of the original issue discount and other non-cash income on such securities accrued during that year in income each year. The Funds intend to pass along such interest as a component of the Funds’ distributions of net investment income.
High-Yield Debt Securities
The LargeCap Fund and MidCap Fund may invest up to 5% of their net assets in debt securities (including convertible securities) that are rated below investment grade, i.e., rated below “BBB” by S&P or Fitch or “Baa” by Moody’s, and the Bond Fund may invest up to 10% of its net assets in debt securities rated below investment grade. Such securities are commonly referred to as “junk bonds” or “high-yield/high-risk” securities. Non-investment-grade securities are considered to be speculative with regard to the issuer’s capacity to pay interest and repay principal. Such securities involve a significantly higher risk of issuer default or bankruptcy and are more sensitive to economic conditions than higher-rated securities. In addition, the secondary market for such securities may not be as liquid as the market for higher-rated securities. From time to time, each Fund’s assets represented by debt securities below investment grade may exceed the limits noted above due to changes in the value of those securities and/or the Fund as a whole and downgrades that occur after such securities were acquired. No Fund will acquire any debt securities rated below investment grade while its net assets that are represented by such securities exceed these limits.
Inflation-Linked Bonds
Each Fund may invest in fixed-income securities whose returns are intended to track the rate of inflation, as that rate is reflected by the Consumer Price Index (“CPI”). The Funds may invest in U.S. Treasury Inflation-Protected Securities (“TIPS”), as well as in other inflation-indexed bonds that are issued or guaranteed by the U.S. Government or its agencies or instrumentalities or that are issued by corporations. The periodic adjustment of TIPS bonds is tied to the CPI, an index that is calculated monthly by the U.S. Bureau of Labor Statistics and that measures changes in the cost of living based on components such as food, housing, transportation, and energy.
Like conventional bonds, inflation-indexed bonds generally pay interest at fixed intervals and return the principal at maturity; however, unlike conventional bonds, the principal or interest on an inflation-indexed bond is adjusted periodically to reflect changes in a specified inflation index. Inflation-indexed bonds are designed to preserve purchasing power over the life of the bond while paying a return over and above the rate of inflation. These bonds typically are issued at a fixed interest rate that is lower than that of conventional bonds of comparable maturity and quality, but the bonds generally retain their value against inflation over time. Interest on a TIPS bond is paid twice a year. While the interest rate is fixed, the amount of each interest payment varies because the principal is adjusted for inflation.
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The current market value of inflation-indexed securities is not guaranteed and will fluctuate. If the CPI falls, the principal value of inflation-indexed securities (including TIPS bonds) will be adjusted downward, and because of this downward adjustment, the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. However, with respect to TIPS instruments, the U.S. Treasury guarantees repayment of the original bond principal upon maturity (as adjusted for inflation), even during a period of deflation.
Inflation-indexed securities are subject to interest-rate risk. As a result, the total return on these securities may not actually track the return on the inflation indices to which the inflation-indexed bonds held by the Fund are linked during every year. Market values of inflation-indexed bonds can be affected by changes in the market’s expectations with respect to inflation and by changes in real rates of interest. Furthermore, the CPI may not accurately reflect the true rate of inflation. If the market believes that the inflation indices to which the inflation-indexed bonds are linked do not accurately reflect the actual rate of inflation, the market value of those bonds could be adversely affected.
Inflation-indexed securities other than TIPS instruments may or may not provide a similar principal-protection guarantee that TIPS instruments do. If a guarantee of repayment of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
While inflation-indexed securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation—for example, due to changes in currency exchange rates— investors in these securities may not be protected to the extent that the bond’s measure of inflation does not reflect these increases.
Hybrid Instruments
A hybrid instrument, or hybrid, is an interest in an issuer that combines the characteristics of an equity security and a debt security. A hybrid may have characteristics that in many respects resemble a bond, stock, or other traditional investment, while also having prominent features that are normally associated with a different type of investment. In addition, hybrid instruments may be treated as a particular type of investment for one purpose, such as taxation, and as a different type of investment for a different purpose, such as securities regulation.
Hybrids can be used as an efficient means of pursuing a variety of investment goals, including increased total return, duration management, and currency hedging. Because hybrids combine features of two or more traditional investments, and may involve the use of innovative structures, hybrids present risks that may be similar to but greater than those associated with traditional investments having similar characteristics.
Examples of hybrid instruments include, without limitation, convertible securities; perpetual bonds, which are structured like fixed-income securities, have no maturity date, and may be characterized as debt or equity for certain regulatory purposes; capital contingent securities, which are fixed-income securities that are converted into stock if the issuer’s capital ratio falls below a predetermined level; and trust-preferred securities.
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Some hybrid securities have interest rates that are initially fixed but that at some point prior to maturity change to a floating interest rate. (See “Variable and Floating-Rate Securities”). Because many of these securities are issued with a call feature that allows the issuer to redeem the securities prior to maturity, the transition to the floating rate may make these securities particularly susceptible to being called. Such a redemption would require a Fund to identify alternative investment opportunities that may only be available on less desirable terms than the securities being called. Hybrid securities also may carry customized features in order to meet the particular needs of an issuer, and therefore be less liquid than more traditional securities without these customized features.
Convertible Securities
The LargeCap Fund and MidCap Fund may invest in convertible securities, including any bonds, debentures, notes, preferred stocks or other securities which may be converted into or exchanged for a specified amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. The only convertible securities in which the Bond Fund may invest are convertible debt securities, although the Bond Fund may hold other convertible securities due to the Fund obtaining such securities through a conversion, reorganization or other actions that do not involve the direct investment of the Fund in those securities. Convertible securities are hybrid securities that have characteristics of both bonds and stocks. Like bonds, convertible securities typically pay interest. Convertible securities also offer an investor the right to benefit from the capital appreciation potential of the underlying common stock upon exercise of the conversion feature.
The value of a convertible security is a function of its “investment value,” which is determined by its yield in comparison with the yields of other securities of comparable quality and maturity that do not have the conversion privilege, and its “conversion value,” which is the security’s worth if converted into the underlying common stock. Investment value is typically influenced by interest rates and the credit standing of the issuer. If interest rates go up, the investment value of the convertible security will generally go down, and vice versa. Conversion value is determined by the market price of the underlying common stock and generally decreases as the convertible security approaches maturity. As the market price of the underlying common stock goes down, the conversion value will tend to go down as well since the convertible security presents less opportunity for capital appreciation upon conversion.
Convertible securities are generally more secure than common stock but less secure than non-convertible debt securities such as bonds. Convertible securities are usually subordinate to bonds in terms of payment priority.
The LargeCap Fund and the MidCap Fund will only invest in preferred stock that is investment grade (that is, rated in one of the four highest rating categories by S&P, Moody’s, or Fitch).
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Trust-Preferred Securities
Each Fund may invest in trust preferred securities. Trust preferred securities are hybrid securities that have characteristics of both subordinated debt and preferred stock. Generally, trust preferred securities are issued by a trust that is wholly owned by a financial institution or other corporate entity, typically a bank holding company. The financial institution creates the trust and owns all of the trust’s common securities. The trust uses the sale proceeds of its common and preferred securities to purchase subordinated debt issued by the financial institution. The financial institution uses the proceeds from the subordinated debt sale to increase its capital while the trust receives periodic interest payments from the financial institution for holding the subordinated debt. The trust uses the funds received to make dividend payments to the holders of the trust preferred securities. The primary advantage of this structure to the financial institution is that the trust preferred securities are treated by the financial institution as debt securities for tax purposes and as equity for the calculation of capital requirements.
Trust preferred securities typically bear interest at rates that are comparable to interest rates available on debt of a similarly rated issuer. Typical characteristics include long-term maturities, possible early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. Holders of trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the financial institution. The market value of trust preferred securities may be more volatile than those of conventional debt securities. Trust preferred securities may constitute restricted securities under the Securities Act of 1933 and therefore be less liquid because they may only be resold under Rule 144A or another exemption from registration. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as a Fund, to sell their holdings. In identifying the risks of the trust preferred securities, we will look to the condition of the financial institution as the trust typically has no business operations other than to issue the trust preferred securities. If the financial institution defaults on interest payments to the trust, the trust will not be able to make dividend payments to holders of its securities, such as a Fund.
Foreign Securities
Each Fund may invest in U.S. dollar-denominated debt obligations of foreign corporations and governments. Such securities may be subject to greater fluctuations in price than securities of domestic corporations. In addition, there may be less publicly available information about a foreign company than about a domestic company. Foreign companies generally are not subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to domestic companies. With respect to certain foreign countries, particularly in emerging markets, there is a possibility of expropriation or confiscatory taxation, onerous government regulation, internal or external conflicts, diplomatic developments, or the imposition of sanctions, any of which could negatively affect investment in those countries.
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Municipal Securities
Each Fund may invest in municipal securities, including taxable municipal securities. Municipal securities are issued by the states, territories and possessions of the United States, their political subdivisions (such as cities, counties and towns) and various authorities (such as public housing or redevelopment authorities), instrumentalities, public corporations and special districts (such as water, sewer or sanitary districts) of the states, territories, and possessions of the United States or their political subdivisions. In addition, municipal securities include securities issued by or on behalf of public authorities to finance various privately operated facilities, such as industrial development bonds, that are backed only by the assets and revenues of the non-governmental user (such as hospitals and airports).
Municipal securities are issued to obtain funds for a variety of public purposes, including general financing for state and local governments, or financing for specific projects or public facilities. Municipal securities are classified as general obligation or revenue bonds or notes. General obligation securities are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue securities are payable from revenue derived from a particular facility, class of facilities, or the proceeds of a special excise tax or other specific revenue source, but not from the issuer’s general taxing power. Private activity bonds and industrial revenue bonds do not carry the pledge of the credit of the issuing municipality, but generally are guaranteed by the corporate entity on whose behalf they are issued.
Municipal leases are entered into by state and local governments and authorities to acquire equipment and facilities such as fire and sanitation vehicles, telecommunications equipment, and other assets. Municipal leases (which normally provide for title to the leased assets to pass eventually to the government issuer) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of debt. The debt-issuance limitations of many state constitutions and statutes are deemed to be inapplicable because of the inclusion in many leases or contracts of “non- appropriation” clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for such purpose by the appropriate legislative body on a yearly or other periodic basis.
Each Fund may invest in Build America Bonds, which are taxable municipal bonds for which an issuer receives federal subsidies for a portion of the issuer’s borrowing costs. Build America Bonds were issued through the Build America Bond program, which was created as part of the American Recovery and Reinvestment Act of 2009. Unlike most other municipal bonds, interest received on Build America Bonds is subject to federal income tax and may be subject to state tax—interest the Fund receives from its investments in Build America Bonds will be included in a Fund’s taxable income and distributed to shareholders as taxable ordinary income.
Although most municipal securities have high credit ratings, they still are subject to many of the risks of other fixed-income securities, including a risk of default. In addition, many municipal securities carry call provisions that allow the issuer to redeem the bond prior to its stated maturity, and such a redemption would require a Fund to identify alternative investment opportunities that may only be available on less desirable terms than the securities being called. Like all fixed-income securities, municipal securities are susceptible to fluctuations in interest rates.
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The municipal securities of issuers in territories and possessions of the United States (including issuers in Puerto Rico, many of which have faced significant recent financial difficulties) may be subject to constitutional limits on tax increases and significant uncertainty regarding their ability to restructure debts in an organized manner, such as through the federal bankruptcy process.
Short Sales
Each Fund may effect short sales of securities. To effect a short sale, a Fund sells a security it does not own and simultaneously borrows the security, usually from a brokerage firm, to make delivery to the buyer. The Fund then is obligated to replace the borrowed security by purchasing it at the market price at some future date. Until the security is replaced, the Fund is required to pay the lender any accrued interest or dividends and may be required to pay a premium. Each Fund may also make short sales “against the box”, i.e., short sales made when the Fund owns securities identical to those sold short.
A Fund will realize a gain if the security declines in price between the date of the short sale and the date on which the Fund replaces the borrowed security. A Fund will incur a loss if the price of the security increases between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium or interest the Fund may be required to pay in connection with a short sale. A short position may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.
No Fund will effect a short sale if, as a result, the aggregate value of all of the Fund’s open short positions will exceed 5% of the value of the Fund’s net assets. To secure a Fund’s obligation to replace any borrowed security, the Fund either will place in a segregated account, or U.S. Bank, N.A., the custodian for the Funds (the “Custodian”), will segregate on its books and records, an amount of cash or liquid securities at such a level that (i) the amount so segregated plus the amount deposited with the broker as collateral will equal the current value of the security sold short, and (ii) the amount so segregated plus the amount deposited with the broker as collateral will not be less than the market value of the security at the time it was sold short; or otherwise cover its short position in accordance with positions taken by the SEC.
Each Fund may only engage in short-sale transactions in securities listed on one or more national securities exchange (including the Nasdaq Stock Market).
A Fund will use short sales to limit its exposure to possible declines in the market value of its portfolio securities and to attempt to realize a gain.
Options and Futures
Each Fund may engage in transactions in options and futures contracts, which are types of derivative securities. Some options and futures strategies, including selling futures, buying put options and writing (selling) call options, tend to hedge a Fund’s investments against price fluctuations. Other strategies, including buying futures, writing (selling) puts and buying calls, tend to increase market exposure. Each Fund is limited to 5% of its liquidation value for initial margin and premium amounts, or to an aggregate net notional value of commodity interests that does not exceed 100% of the liquidation value of its portfolio, in each case after taking into account unrealized profits and losses on futures, options, or swap positions considered non-bona fide hedging under regulations of the Commodities Futures Trading Commission.
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The LargeCap Fund and MidCap Fund may purchase or write (sell) listed call options on stocks and stock indices. A call option on a stock gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying stock at a stated price if the option is exercised before a specific date. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. A call option written (sold) by a Fund exposes the Fund during the term of the option to possible loss of an opportunity to realize appreciation in the market price of the underlying stock, or to possible continued holding of a stock which might otherwise have been sold to protect against depreciation in the market price of the stock.
The LargeCap Fund and MidCap Fund may purchase or write (sell) listed put options on stocks and stock indices. A put option on a stock gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying stock at a stated price if the option is exercised before a specific date.
An option on an index functions in the same way as a stock option, except that the option is only settled in cash.
Whenever a Fund does not own securities underlying an open option position in an amount sufficient to cover the position, or whenever a Fund has written (sold) a put, the Fund will maintain cash or cash equivalents in a segregated account with its Custodian sufficient to cover the exercise price or, with respect to index options, the market value, of the open position. The Fund may ultimately sell the option in a closing sale transaction, exercise it or permit it to expire.
Each Fund may purchase and sell exchange-traded futures contracts on stock indices. A futures contract on an index is an agreement by which one party agrees to accept delivery of, and the other party agrees to make delivery of, an amount of cash equal to the difference between the value of the underlying index at the close of the last trading day of the futures contract and the price at which the contract originally was written. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of those securities is made.
When a purchase or sale of a futures contract is made by a Fund, the Fund is required to deposit with its Custodian (or broker, if legally permitted) a specified amount of cash or U.S. Government securities (an “initial margin”). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is akin to a performance bond or good-faith deposit on the futures contract and is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. Each Fund expects to earn interest income on its initial margin deposits. A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day a Fund pays or receives cash, called “variation margin,” equal to the daily change in value of the futures contract. This process is known as “marking to market.” Variation margin does not represent a borrowing or loan by a Fund, but is instead a settlement between the Fund and the broker of the amount one of the parties would owe the other if the futures contract had expired. In computing daily net asset value, each of the Funds will mark to market all of its open futures positions.
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While a Fund maintains an open futures position, the Fund must maintain with its Custodian, in a segregated account, assets with a market value sufficient to cover the Fund’s exposure on the position (less the amount of the margin deposit associated with the position). A Fund’s exposure on a futures contract is equal to the amount paid for the contract by the Fund.
Index futures contracts in which a Fund may invest are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (contracts that are made on the same exchange and that have the same underlying index and delivery month), or in cash. If an offsetting purchase price is less than the original sale price, the Fund would realize a capital gain, or if it is greater, a Fund would realize a capital loss. Conversely, if an offsetting sale price is greater than the original purchase price, the Fund would realize a capital gain, or if it is less, the Fund would realize a capital loss. The transaction costs must also be included in these calculations in order to determine whether the Fund would realize such a capital gain or loss.
Options and futures contracts can be highly volatile investments. Successful options and futures strategies require the ability to predict future movements in securities prices, interest rates and other economic factors. There may be an imperfect correlation between movements in prices of options and futures contracts and movements in the value of the stock or index that the investment is designed to simulate. Options and futures contracts also involve a high degree of leverage, and a relatively small price movement in an option or futures contract can result in immediate and substantial gain or loss to a Fund. There can be no assurance that a liquid securities market will exist for an option or futures contract at any particular time. On volatile trading days where a price fluctuation limit is reached or a trading halt or suspension is imposed, it may be very difficult for a Fund to close out positions or enter into new positions and to value the option or futures contract. If the secondary market is not liquid, it could prevent prompt liquidation of unfavorable positions and potentially require a Fund to continue to hold the position until delivery or expiration.
Investments in Exchange-Traded Funds and Exchange-Traded Limited Partnerships
The LargeCap Fund and MidCap Fund may invest in securities of exchange-traded funds (“ETFs”) and exchange-traded limited partnerships (“ETLPs”). ETFs and ETLPs are similar to traditional mutual funds and limited partnerships, respectively, except that their securities trade throughout the trading day in the secondary brokerage market, much like stocks of public companies.
ETFs and ETLPs have their own operating expenses that are deducted from their assets and thus are borne by their shareholders. Accordingly, a Fund will bear its share of the operating expenses of any ETFs and ETLPs in which it invests. As a result, shareholders of the Fund will bear two layers of operating expenses to the extent the Fund invests in these securities. An investment in an ETF generally presents the same primary risks as an investment in a traditional mutual fund, and an investment in an ETLP generally presents the same primary risks as an investment in a limited partnership, such as the risk that the prices of the securities owned by that entity will decline.
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In addition to the risks described above, an investment in an ETF or ETLP is also subject to the following risks that do not apply to an investment in a traditional mutual fund or limited partnership: (1) the market price of securities may trade at a discount to their net asset value; (2) an active trading market for an ETF’s or ETLP’s securities may not develop or be maintained; and (3) trading of an ETF’s or ETLP’s securities may be halted if the listing exchange’s officials deem such action appropriate, the shares or interests are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halt trading in general.
Each Fund’s investments in an ETF or ETLP are subject to the investment restrictions of the Fund. In particular, because most ETFs are investment companies, the Fund’s purchase of ETF shares are subject to the limitations on the Fund’s investment in other investment companies. See “Investment Restrictions” in this Statement of Additional Information.
Investments in Exchange-Traded Notes
The LargeCap Fund and MidCap Fund may invest in securities of Exchange-Traded Notes (“ETNs”). ETNs are senior, unsecured, unsubordinated debt securities that are typically issued by an underwriting financial institution. ETNs are linked to the return of a benchmark index and are designed to provide investors with a way to access the returns of market benchmarks or strategies. Like ETFs and ETLPs, ETNs are listed on an exchange and traded in the secondary market. However, an ETN also can be redeemed at any time or can be held until maturity.
Whereas ETF shares represent an interest in a portfolio of securities, ETNs are structured products that are an obligation of the issuing financial institution, whereby the financial institution agrees to pay a return based on the target index less any fees. Unlike fixed-income bonds, ETNs do not make periodic interest payments, and the principal investment is not protected.
ETNs are subject to credit risk, including the risk that the issuer of the ETN may default on its obligations. The value of an ETN may vary and may be influenced by, among other things, the time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the particular index. The value of the ETN may drop due to a downgrade in the issuer’s credit rating, despite the underlying index remaining unchanged.
Investments in Other Investment Companies
An investment by a Fund in another investment company may cause the Fund to incur higher administration and distribution expenses. See “Investment Restrictions” in this Statement of Additional Information.
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Cybersecurity Risk
With the increased use of the internet and other technology to conduct business, the Investment Company is susceptible to operational, information-security, and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber incidents affecting the Investment Company or its service providers have the ability to cause disruptions and affect business operations, potentially resulting in financial losses, interference with the Investment Company’s ability to calculate each Fund’s net asset value, impediments to trading, the inability of fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which the Funds are invested, counterparties with which the Investment Company engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers for fund shareholders) and other parties. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Investment Company’s service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Investment Company cannot control the cyber security plans and systems put in place by its service providers or any other third parties whose operations may affect the Funds or their shareholders.
Temporary Defensive Positions
Each Fund may invest, without limitation, in short-term investments for temporary defensive purposes in response to adverse market, economic, political or other conditions. Short-term investments include U.S. Treasury bills, certificates of deposit, money market funds, commercial paper, variable-rate demand notes and repurchase agreements.
Portfolio Turnover
The portfolio turnover rates for the fiscal years ended November 30, 2015 and 2014 were as follows:
2015 | 2014 | |
Thompson LargeCap Fund | 45% | 27% |
Thompson MidCap Fund | 27% | 34% |
Thompson Bond Fund | 29% | 21% |
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Each Fund has adopted the following investment restrictions, none of which (except as otherwise noted) may be changed without the approval of the holders of a majority of the outstanding shares (as defined in the 1940 Act) of the Fund. A Fund may not:
(1) Purchase the securities of issuers conducting their principal business activity in the same industry if immediately after such purchase the value of the Fund’s investments in such industry would exceed 25% of the value of its total assets, provided that there is no limitation with respect to or arising out of investments in obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
(2) Purchase a security if, as a result, with respect to 75% of the value of the Fund’s total assets, more than 5% of its total assets would be invested in the securities of any one issuer, other than obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
(3) Make loans, except through the purchase of debt obligations in accordance with the Fund’s investment objective and policies and through repurchase agreements with banks, brokers, dealers and other financial institutions, and except for securities lending activity as permitted by the 1940 Act.
(4) Issue senior securities in violation of the 1940 Act or borrow money, except (a) as a temporary measure, and then only in amounts not exceeding 5% of the value of the Fund’s total assets or (b) from banks, provided that immediately after any such borrowing all borrowings of the Fund do not exceed one-third of the Fund’s net assets. The exceptions to this restriction are not for investment leverage purposes but are solely for extraordinary or emergency purposes and to facilitate management of each Fund’s portfolio by enabling the Fund to meet redemption requests when the liquidation of portfolio instruments is deemed to be disadvantageous or not possible. While a Fund has borrowings in excess of 5% of the value of the Fund’s total assets outstanding, it will not make any purchases of portfolio instruments. If due to market fluctuations or other reasons the net assets of a Fund fall below 300% of its borrowings, the Fund will promptly reduce its borrowings in accordance with the 1940 Act. To do this, the Fund may have to sell a portion of its investments at a time when it may be disadvantageous to do so.
(5) Mortgage or pledge any assets except to secure permitted borrowings, and then only in an amount up to 15% of the value of the Fund’s net assets, taken at cost at the time of such borrowings.
(6) Purchase or sell real estate or commodities, except that a Fund may purchase and sell (a) securities issued by real estate investment trusts or other companies which invest in or own real estate, and (b) securities secured by interests in real estate, provided in each case that such securities are marketable.
(7) Purchase securities of other investment companies, except to the extent permitted by the 1940 Act. Subject to certain exceptions, the 1940 Act currently prohibits a Fund from investing more than 5% of its total assets in securities of another investment company, investing more than 10% of its total assets in securities of such investment company and all other investment companies, or purchasing more than 3% of the total outstanding voting stock of another investment company.
(8) Purchase more than 10% of the outstanding voting securities of any one issuer or invest in companies for the purpose of exercising control or management.
18
(9) Act as an underwriter of securities issued by others, except in instances where the Fund has acquired portfolio securities which it may not be free to sell publicly without registration under the Securities Act of 1933 (if the Fund sells such securities, it may technically be deemed an “underwriter” for purposes of such Act).
In addition to the foregoing restrictions, the Investment Company’s Board of Directors has adopted the following restrictions, which may be changed without shareholder approval. A Fund may not:
(a) Purchase securities on margin, but a Fund may obtain such short-term credits as may be necessary for the clearance of purchase and sales of securities.
(b) Participate on a joint or joint-and-several basis in any securities trading account.
(c) Invest more than 15% of its net assets in illiquid securities.
(d) Effect any short sale of securities that the Fund does not own if, as a result thereof, the aggregate value of all of the Fund’s open short positions would exceed 5% of the Fund’s net assets.
(e) Purchase an option or futures contract if, as a result, the aggregate initial margin and premiums required to establish such positions would exceed 5% of its liquidation value for initial margin and premium amounts, or to an aggregate net notional value of commodity interests that would exceed 100% of the liquidation value of its portfolio, in each case after taking into account unrealized profits and losses on futures, options, or swap positions considered non-bona fide hedging under regulations of the Commodities Futures Trading Commission.
The restrictions described above that involve a maximum percentage generally apply when an investment is made and will not be violated as a result of subsequent changes in the values of securities held by the Fund.
19
DETERMINATION OF NET ASSET VALUE AND PRICING CONSIDERATIONS
Fund shares are offered and sold without a sales charge at the net asset value per share next determined after the purchase order has been received by U.S. Bancorp Fund Services, LLC, the Fund’s transfer agent (the “Transfer Agent”). The net asset value per share of each Fund is calculated as of the close of trading on the New York Stock Exchange (generally 4:00 P.M. Eastern Time). Net asset value per share is calculated by adding the total fair market value of all securities and other assets of the particular Fund, subtracting the liabilities of the Fund, and dividing the remainder by the number of outstanding shares of the Fund.
Each Fund’s net asset value is determined only on the days on which the New York Stock Exchange is open for trading. The Exchange is regularly closed on Saturdays and Sundays and on New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. If one of those holidays falls on a Saturday or Sunday, the Exchange will typically be closed on the preceding Friday or the following Monday, respectively.
The Funds’ Board of Directors has adopted methods for valuing securities set forth in the Funds’ Pricing Policies and Procedures, including circumstances in which market quotes are not readily available or deemed to be unreliable, and has delegated authority to the Advisor to apply those methods in making fair value determinations, subject to oversight by the Board. The Advisor has established a valuation committee that, along with other Advisor employees, administers, implements, and oversees the fair valuation process and makes fair value decisions. The valuation committee regularly reviews its own fair value decisions, as well as valuations, valuation techniques and services furnished by pricing services; considers circumstances in the markets which may require it to make or adjust valuation determinations; and reviews previous valuation determinations. The valuation committee reports on its activities and any changes to the fair valuation guidelines to the Board.
Each Fund’s listed or exchange-traded investments are valued at their market prices (generally the last reported sales price on the exchange where the securities are primarily traded or, for Nasdaq-listed securities, at their Nasdaq Official Closing Prices). Exchange traded options are valued at the last reported sale price on an exchange on which the option is traded. If no sales are reported on a particular day, the mean between the highest bid and lowest asked quotations at the close of the exchanges will generally be used. Investments in money market mutual funds are generally priced at the ending net asset value provided by the service agent of the funds.
Debt investments are typically valued based on valuations published by an independent pricing service, which uses various valuation methodologies such as matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. Factors considered by pricing services include market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads and fundamental analytical data relating to the issuer. Debt securities with remaining maturities of 60 days or less are generally valued on an amortized cost basis.
Where market quotations are not readily available or are unreliable, a fair value is determined in good faith pursuant to procedures established by the Board. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors, which includes factors such as fundamental analytical data relating to the investment, which may include consideration of yields or prices of securities of comparable quality, coupon rate, maturity and type of issue, nature and duration of any restrictions on disposition of the security and an evaluation of forces that influence the market in which the securities are purchased or sold. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security.
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The Funds intend to pay all redemptions in cash. Redemption proceeds ordinarily will be sent within seven days after receipt of the redemption request and all necessary documents. Each Fund reserves the right to suspend or postpone redemptions during any period when: (a) trading on the New York Stock Exchange is restricted, as determined by the Securities and Exchange Commission, or the Exchange is closed for other than customary weekend and holiday closing; (b) the Securities and Exchange Commission has by order permitted such suspension; or (c) an emergency, as determined by the Securities and Exchange Commission, exists, making disposal of portfolio securities or valuation of net assets of the Funds not reasonably practicable.
Under applicable law, all corporate powers are exercised by or under the authority of, and the business and affairs of all of the Investment Company are managed under the direction of, the Board of Directors of the Investment Company. The Advisor is delegated responsibility for the Funds’ investment management, and the officers of the Investment Company are delegated responsibility for the Funds’ operations. The Board of Directors meets regularly to review the Funds’ performance and expenses and other operational matters. The Board elects the officers of the Investment Company and hires the Funds’ service providers. The Board annually reviews and considers approval of the continuation of the investment advisory agreement with the Advisor and the distribution agreement with the Distributor. The Board also establishes and reviews numerous policies and procedures governing the conduct of the Investment Company’s business. The policy of the Investment Company is that at least a majority of the directors, or such higher percentage as required by the 1940 Act, must not be “interested persons” of the Investment Company (within the meaning of the 1940 Act).
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Information pertaining to the directors and officers of the Investment Company is set forth below. The address of each officer and director is 918 Deming Way, Madison, WI 53717.
Name and Age |
Position(s) Held
with Thompson IM Funds, Inc. (1) |
Principal Occupation(s)
During Past Five Years |
Number of
Thompson IM Funds Overseen by Director |
Other Directorships
Held by Director |
||||
Independent Directors: | ||||||||
John W. Feldt
Birth date: 5/2/42 |
Chairman since July 2012 Director since 1987 |
· Currently retired · Senior Vice President of Finance of the University of Wisconsin Foundation from 1984 to 2006 · Former Vice President of Finance for the University of Wisconsin Foundation |
3 |
Baird Funds, Inc.
|
||||
George E. Austin
Birth date: 9/15/52 |
Director since 2011 |
· President of AVA Civic Enterprises Inc. (consulting firm), since January 2011 · Director of W. Jerome Frautschi Foundation Inc. (private foundation), since December 2012; President from 1998 to December 2012 · Director of the Home Savings Bank since 1998 · Director of Overture Development Corporation (support organization for Overture Center Foundation), since 2001; President from 2001 to 2009 |
3 | None | ||||
Cornelia Boyle
|
Director since 2015 |
· Currently retired · Director of North Track Funds, Inc. (investment company) from 2003 to 2009 · Trustee of Ziegler Exchange Traded Trust (investment company) from 2005 to 2009 · Executive Vice President and Chief Operations Officer, AIG Sun America Retirement Markets, Inc. (distribution and marketing company for variable annuity and retirement products) from 2000 to 2003 · Executive Vice President, Fidelity Investments from 1996 to 2000 |
3 | None | ||||
Patricia Lipton
Birth date: 12/9/42 |
Director since 2007 |
· Currently retired · Executive Director, State of Wisconsin Investment Board (“SWIB”) from 1989 to 2004 · Assistant Executive Director, SWIB from 1982 to 1989 · Former Director, State Tax Policy Bureau of the Wisconsin Department of Revenue |
3 | None |
22
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(1) | Officers of the Investment Company serve one-year terms, subject to annual reappointment by the Board of Directors. Directors of the Investment Company serve a term of indefinite length until their resignation or removal, and stand for re-election by shareholders as and when required under the 1940 Act. |
(2) | Jason L. Stephens and John W. Thompson each is an “interested person” of the Investment Company by virtue of his position with the Investment Company and TIM. |
Board Leadership and Risk Oversight
John W. Feldt, who is not an “interested person” of the Investment Company, serves as Chairman of the Board of the Investment Company. The Board of Directors of the Investment Company oversees the management of the Investment Company regarding the administration and operation of the Investment 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 Investment Company. Actual day-to-day management of the risks relating to the administration and operation of the Investment Company and the Funds is the responsibility of the Investment Company’s officers, including its Chief Compliance Officer. While the Board, in conjunction with the officers of the Investment Company, attempts to identify all material risks of the Investment 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 Investment Company or a Fund or to develop policies or controls that eliminate all of the Investment 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 agreements with the Advisor.
The Board has adopted, and it periodically reviews, policies and procedures designed to address risks to the Investment 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.
The Board of Directors and audit committee regularly receive reports, presentations and other information from officers of the Investment 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 Investment Company, regarding a variety of risk-oversight-related matters. For the Board of Directors, these matters include valuation and other operational matters, internal accounting, investments, 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 Investment Company’s Chief Compliance Officer regarding the effectiveness of the Investment 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 Investment Company’s independent registered public accounting firm regarding internal control and financial reporting matters.
24
Board Committees
The Board of Directors of the Investment Company has an audit committee and a nominating committee. The audit committee selects and consults with the independent auditors for the Investment Company on matters pertaining to their audits of the Investment 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 Investment Company’s website at www.thompsonim.com. The audit committee consists of John W. Feldt (chair), George E. Austin, Cornelia Boyle, and Patricia Lipton, none of whom is an “interested person” of the Investment Company. Mr. Feldt 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, 2015.
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 Investment Company must be made and approved by the nominating committee. The nominating committee has not established any specific minimum qualifications or standards for director nominees. The nominating committee will consider recommendations and nominations by shareholders of persons to the Board of Directors so long as such recommendations and nominations have been made within one year prior to the appointment or election of a director. The nominating committee has adopted a written charter, which is available upon request and on the Investment Company’s website at www.thompsonim.com. The nominating committee consists of Patricia Lipton (chair), George E. Austin, Cornelia Boyle, and John W. Feldt. The nominating committee met four times during the fiscal year ended November 30, 2015.
Director Qualifications and Relevant Experience
A brief summary of each director’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.
25
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 chairs 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.
John W. Feldt, as Senior Vice President of Finance of the University of Wisconsin Foundation, was responsible for all areas of investing and accounting for the Foundation, including investment of the Foundation’s endowment, life income, and restricted funds totaling $2.5 billion. He was also responsible for the auditing and accounting functions as well as personnel responsibilities in those areas for the Foundation. In addition to his experience with the University of Wisconsin Foundation, he has served on multiple mutual fund and private family fund boards of directors, including Nakoma Mutual Funds (until 2011) and Baird Funds, Inc., in which capacity he has often served on the audit committee.
26
Patricia Lipton, the former Executive Director of the State of Wisconsin Investment Board (“SWIB”) from 1989 to 2004, led an investment organization with assets of over $70 billion investing in areas including domestic and international equities, public bonds, private placements, real estate, leveraged buyout and venture capital funds and cash. In that role, she developed significant risk management experience, establishing and chairing SWIB’s Risk and Investment Committee to ensure that investments were within risk/return parameters and in compliance with all policy guidelines and state regulations. Also in that role, she managed an operating budget of $140 million and managed 105 employees. She currently serves on the board of the Wisconsin Alumni Research Foundation (“WARF”), and is Chair of its Investment Committee. She has served in that capacity since 2004. WARF provides financial support for research at the University of Wisconsin-Madison from its over $2.6 billion endowment fund. In addition to WARF, she has served on the boards of the Council of Institutional Investors and the Pension Managers Advisory of the New York Stock Exchange Board of Directors and the University of Wisconsin Medical Foundation, Inc. She currently also serves on the boards of directors of the Sedgwick Street Fund, LLC, the Morgridge Institute for Research, and the William F. Vilas Trust.
Jason L. Stephens has been with Thompson Investment Management, Inc. in various capacities for more than 14 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 Investment Company’s methodologies and processes, having grown with the Investment Company through its reorganization in December 2003 and eventually being appointed to the positions of Chief Executive Officer of both the Investment Company and TIM and portfolio manager to each of the Funds. He has also gained extensive compliance and risk management experience while with the Investment Company, having served at times as the Investment Company’s Chief Compliance Officer and having participated as part of the team that developed compliance policies and procedures for the Investment Company in response to the promulgation of SEC Rule 38a-1. Prior to joining the Investment 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 also currently serves on the board of VSA Wisconsin. Mr. Stephens holds a Master of Science degree in Finance from the University of Wisconsin-Madison, as well as a Masters degree in Arts Administration and a Bachelors of Science degree in English and Communication Arts.
John W. Thompson has more than 44 years of business experience in the investment industry, and has served in various senior executive capacities for Thompson IM Funds since 1987. He also has experience as a director of a public company, having served as a member of Emageon, Inc.’s Board of Directors from 2003 to 2009 and as a member of its audit committee. He has extensive experience analyzing financial statements, including those of his own company and as an outside Director, and in making analyses for investment purposes. He has been the owner or co-owner of an investment management firm since 1984, and holds a M.B.A. from The Wharton School of Business of the University of Pennsylvania.
27
Director Compensation
Directors and officers of the Investment Company who are officers, directors, employees or shareholders of the Advisor do not receive any remuneration from the Funds for serving as directors or officers. During the fiscal year ended November 30, 2015, those directors who are not so affiliated with the Advisor received the compensation as set forth in the table below.
Director |
Aggregate
Compensation From Each Fund |
Pension or
Retirement Benefits |
Estimated
Annual Benefits Upon Retirement |
Total Compensation
From Investment Company Complex |
||||
George E. Austin |
$6,163 (LargeCap Fund)
$5,531 (MidCap Fund) $30,731 (Bond Fund) |
None | None | $42,425 | ||||
Cornelia Boyle (1) |
$4,475 (LargeCap Fund)
$3,993 (MidCap Fund) $22,851 (Bond Fund) |
None | None | $31,319 | ||||
John W. Feldt |
$9,350 (LargeCap Fund)
$8,371 (MidCap Fund) $47,417 (Bond Fund) |
None | None | $65,138 | ||||
Patricia Lipton |
$6,435 (LargeCap Fund)
$5,772 (MidCap Fund) $32,218 (Bond Fund) |
None | None | $44,425 |
(1) Cornelia Boyle joined the Board of Directors in 2015.
Director Ownership of Fund Shares
The table below states the dollar range of shares of the Investment Company beneficially owned by each director of the Investment Company as of December 31, 2015:
Director |
Dollar Range of Equity
Securities in Each Fund |
Aggregate Dollar Range of
Equity Securities in all Funds Overseen by Director in Family of Investment Companies |
||
George E. Austin |
None (LargeCap Fund) $50,001-$100,000 (MidCap Fund) $10,001-$50,000 (Bond Fund) |
Over $100,000 | ||
Cornelia Boyle |
$1-$10,000 (LargeCap Fund)
$1-$10,000 (MidCap Fund) $1-$10,000 (Bond Fund) |
$1-$10,000 | ||
John W. Feldt |
None (LargeCap Fund)
Over $100,000 (MidCap Fund) Over $100,000 (Bond Fund) |
Over $100,000 | ||
Patricia Lipton |
$10,001-$50,000 (LargeCap Fund)
$10,001-$50,000 (MidCap Fund) $50,001-$100,000 (Bond Fund) |
Over $100,000 | ||
Jason L. Stephens |
$50,001-$100,000 (LargeCap Fund) Over $100,000 (MidCap Fund) $1-$10,000 (Bond Fund) |
Over $100,000 | ||
John W. Thompson |
Over $100,000 (LargeCap Fund)
Over $100,000 (MidCap Fund) Over $100,000 (Bond Fund) |
Over $100,000 |
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Material Transactions with Independent Directors
No director who is not an interested person of the Investment Company, or his or her immediate family members, owned beneficially or of record, as of December 31, 2015, any securities of the Advisor, the Distributor or any person directly or indirectly controlling, controlled by, or under common control with the Advisor or the Distributor.
No director who is not an interested person of the Investment Company, or an immediate family member of such director, has had, during the two most recently completed calendar years, a direct or indirect interest in the Advisor or the Distributor or in any person directly or indirectly controlling, controlled by or under common control with the Advisor or the Distributor, which exceeds $120,000. In addition, no director who is not an interested person of the Investment Company, or any immediate family member of such director, 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 Investment Company; an officer of the Investment Company; an investment company (or an entity that would be an investment company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the 1940 Act) having the same investment advisor or principal underwriter as the Investment Company or having an investment advisor or principal underwriter that directly or indirectly controls, is controlled by, or is under common control with the Advisor or the Distributor; an officer of an investment company (or an entity that would be an investment company but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the 1940 Act) having the same investment advisor or principal underwriter as the Investment Company or having an investment advisor or principal underwriter that directly or indirectly controls, is controlled by, or is under common control with the Advisor or the Distributor; the Advisor or the Distributor; an officer of the Advisor or the Distributor; or a person directly or indirectly controlling, controlled by or under common control with the Advisor or the Distributor or an officer of any such “control” person. No director who is not an interested person of the Investment Company, or immediate family member of such a director, has had, in the two most recently completed calendar years, a direct or indirect relationship, in which the amount involved exceeds $120,000, with any of the persons described above in this paragraph and which include payments for property or services to or from any of those persons; provision of legal services to any person specified above in this paragraph; provision of investment banking services to any person specified above in this paragraph, other than as a participating underwriter in a syndicate; or any consulting or other relationship that is substantially similar in nature and scope to the relationships detailed herein.
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Code of Ethics for Personal Trading
The Investment Company and the Advisor have adopted a code of ethics under Rule 17j-1 of the 1940 Act designed to ensure, among other things, that the interests of Fund shareholders take precedence over personal interests of their respective directors, officers and employees. Under the code of ethics, personal investment activities are subject to limitations designed to avoid both actual and perceived conflicts of interest with the investment activities of the Funds. The code permits personnel of the Investment Company and the Advisor to invest in securities, including securities that may be purchased or held by the Funds, subject to certain exceptions and pre-clearance procedures.
The Investment Company’s principal underwriter and distributor, Quasar Distributors, LLC, has also adopted a similar code of ethics under Rule 17j-1 of the 1940 Act.
Code of Ethics for Principal Executive, Financial and Accounting Officers
The Investment Company has established a separate code of ethics that applies to its principal executive, financial and accounting officers. This written code sets forth standards that are reasonably designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of conflicts of interest; full, fair, accurate, timely and understandable disclosure in reports and documents the Investment Company files with the SEC and in other shareholder communications; compliance with applicable governmental laws, rules or registrations; the prompt internal reporting of violations of the code to an appropriate person; and accountability for adherence to the code.
Proxy Voting Policies
Proxy voting policies adopted by the Investment Company are attached to this Statement of Additional Information as Exhibit A . These proxy voting policies describe the procedures used by the Investment Company to determine how to vote proxies. Information regarding how the Investment Company voted proxies relating to portfolio securities held by the Funds during the most recent 12-month period ended June 30 are made available annually within sixty (60) days of June 30 (1) without charge, upon request, by calling 1-800-999-0887, and on the Investment Company’s website at www.thompsonim.com, and (2) on the SEC’s website at www.sec.gov.
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Policy Regarding Disclosure of Fund Holdings
The Investment Company believes that portfolio holdings information constitutes material, non-public information. Accordingly, the Investment Company has adopted a policy limiting disclosure of its portfolio holdings. A complete list of each Fund’s portfolio holdings as of the end of each calendar quarter will be posted on the Investment Company’s website within thirty (30) days of the end of such quarter. Lists of each Fund’s portfolio holdings are also disclosed to the extent required by law or to ratings agencies such as Morningstar or Lipper. Information about a Fund’s portfolio holdings may also be disclosed, without lag and when necessary, to the Investment Company’s Advisor, Distributor, Transfer Agent, Custodian, Independent Registered Public Accounting Firm, as defined below, legal counsel, and other service providers (including but not limited to those providing independent pricing services, proxy voting services, portfolio analytics, and financial printing, and subject in each case to the service provider’s duty to maintain the confidentiality of such information) to the extent necessary to enable such providers to carry out their responsibilities to the Investment Company. Portfolio holdings information may be provided to broker-dealers in connection with the purchase or sale of securities or with requests for price quotations or bids on one or more securities. Portfolio holdings information may be disclosed in other instances if the recipient of such information is bound by the duty of confidentiality and the Board of Directors of the Investment Company (including a majority of the independent directors) determines that such disclosure is appropriate and is in the best interests of a Fund’s shareholders. This policy does not prohibit disclosure to the media and others of particular stocks, industries or market segments that a Fund owns, likes or dislikes, so long as details that would constitute material, non-public information are not selectively disclosed. The Board of Directors receives quarterly reports on compliance with this policy. A copy of the Investment Company’s policy regarding selective disclosure of portfolio holdings is attached hereto as Exhibit B .
The Investment Company files with the SEC a complete schedule of each Fund’s portfolio holdings for the first and third quarters of each fiscal year on Form N-Q and for the second and fourth quarters of each fiscal year on Form N-CSR. These forms are generally filed within 60 days following the end of the fiscal quarter. These forms are available without charge, upon request, by calling 1-800-999-0887, or on the Investment Company’s website at www.thompsonim.com. These forms are also available on the SEC’s website at www.sec.gov or may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-732-0330.
In accordance with the Investment Company’s selective disclosure of portfolio holdings policy described above, the Investment Company has entered into ongoing arrangements to make public information about each Fund’s portfolio holdings directly available to certain third-party entities. The Investment Company currently may disclose portfolio holdings information based on ongoing arrangements to the following pre-authorized parties:
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Name | Information Disclosed | Frequency* | Lag Time |
Bloomberg | Full portfolio holdings | Quarterly basis | Approximately 5 days after calendar quarter end |
Capital-Bridge | Full portfolio holdings | Quarterly basis | Approximately 5 days after calendar quarter end |
FactSet | Full portfolio holdings | Quarterly basis | Approximately 5 days after calendar quarter end |
Lipper Analytics | Full portfolio holdings | Quarterly basis | Approximately 5 days after calendar quarter end |
Morningstar | Full portfolio holdings | Quarterly basis | Approximately 5 days after calendar quarter end |
Standard & Poors | Full portfolio holdings | Quarterly basis | Approximately 5 days after calendar quarter end |
Thomson Financial | Full portfolio holdings | Quarterly basis | Approximately 5 days after calendar quarter end |
Vickers | Full portfolio holdings | Quarterly basis | Approximately 5 days after calendar quarter end |
* | Dissemination of portfolio holdings information to the entities listed may occur less frequently than indicated (or not at all). In all cases, such information is disclosed only after the information is posted on the Investment Company’s website. |
The Advisor provides investment advice to clients other than the Funds, and these clients may have investment objectives that are substantially similar to those of one or more of the Funds. These clients also may have portfolios consisting of holdings substantially similar to those of one or more of the Funds and generally have access to current portfolio holdings information for their accounts. These clients do not owe the Advisor or the Funds a duty of confidentiality with respect to disclosure of their portfolio holdings.
Investment Advisor
Thompson Investment Management, Inc. (“TIM”) acts as the investment advisor for the LargeCap Fund, MidCap Fund and Bond Fund pursuant to an Investment Advisory Agreement. John W. Thompson controls TIM by virtue of owning a majority of its outstanding voting securities. Subject to the general supervision of the Board of Directors of the Investment Company, TIM manages the investment operations of each of the Funds and the composition of their respective assets. In this regard, TIM provides supervision of the assets of each of the Funds, furnishes a continuous investment program for such Funds, and determines from time to time what investments or securities will be purchased, retained or sold by such Funds and what portion of the assets will be invested or held uninvested in cash.
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The Investment Advisory Agreement pursuant to which TIM is retained by the LargeCap Fund, MidCap Fund and Bond Fund provides for compensation to TIM (computed daily and paid monthly) at the following annual rates: for the LargeCap Fund and MidCap Fund - 1.00% of the first $50 million of average daily net assets, and 0.90% of average daily net assets in excess of $50 million; and for the Bond Fund - 0.65% of the first $50 million of average daily net assets, and 0.60% of average daily net assets in excess of $50 million.
The following table sets forth the aggregate fees paid to TIM under the Investment Advisory Agreement for the past three fiscal years:
Fees for Investment Advisory Services | |||||
For the years ended November 30, | |||||
2015 | 2014 | 2013 | |||
Thompson LargeCap Fund | $1,140,402 | $1,170,992 | $1,049,175 | ||
Thompson MidCap Fund | $402,176 | $376,833 | $305,613 | ||
Thompson Bond Fund | $19,300,375 | $18,728,299 | $10,766,206 |
The current Investment Advisory Agreement provides that the Advisor may render similar services to others so long as its services under the Agreement are not impaired thereby. The Investment Advisory Agreement with the Funds may enable the Advisor to receive research and related services and equipment from certain broker-dealers in exchange for allocating the Funds’ securities transactions to them. The Investment Advisory Agreement also provides that a Fund will indemnify the Advisor against certain liabilities, including liabilities under the federal securities laws, or, in lieu thereof, contribute to resulting losses. The Investment Advisory Agreement further provides that, subject to Section 36 of the 1940 Act, the Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund in connection with the matters to which the Agreement relates, except liability to a Fund or its shareholders to which the Advisor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under the Agreement.
Information About Portfolio Managers
James T. Evans, Jason L. Stephens and John W. Thompson are co-portfolio managers for the LargeCap and Bond Funds. Messrs. Evans and Stephens are co-portfolio managers for the MidCap Fund.
As of November 30, 2015, James T. Evans, Jason L. Stephens, and John W. Thompson each received a fixed salary for managing the Funds. Messrs. Evans, Stephens, and Thompson also owned equity interests in the Advisor and received distributions from the Advisor from time to time.
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The following table sets forth the portfolio managers’ ownership of Fund shares as of November 30, 2015:
Portfolio Manager |
Dollar Range of
Equity Securities in Each Fund |
Aggregate Dollar Range of
Equity Securities in all Funds |
James T. Evans |
$100,001-$500,000 (LargeCap Fund)
$500,001-$1,000,000 (MidCap Fund) $ 50,001-$100,000 (Bond Fund) |
$500,001-$1,000,000 |
Jason L. Stephens |
$
50,001-$100,000
(LargeCap Fund)
$500,001-$1,000,000 (MidCap Fund) $1-$10,000 (Bond Fund) |
$500,001-$1,000,000 |
John W. Thompson |
Over $1,000,000 (LargeCap Fund)
Over $1,000,000 (MidCap Fund) Over $1,000,000 (Bond Fund) |
Over $1,000,000 |
James T. Evans, Jason L. Stephens and John W. Thompson each also manage other accounts for individuals and institutional clients. They each receive a fixed salary for managing each of these accounts.
As of November 30, 2015, James T. Evans managed a total of 273 other accounts (none of which was a registered investment company or other pooled investment vehicle), in addition to the LargeCap Fund, MidCap Fund and Bond Fund, having total aggregate assets of $366 million. None of these accounts was charged a fee based on performance.
As of November 30, 2015, Jason L. Stephens managed a total of 339 other accounts (none of which was a registered investment company or other pooled investment vehicle), in addition to the LargeCap Fund, MidCap Fund and Bond Fund, having total aggregate assets of $386 million. None of these accounts was charged a fee based on performance.
As of November 30, 2015, John W. Thompson managed a total of 269 other accounts (none of which was a registered investment company or other pooled investment vehicle), in addition to the LargeCap Fund, MidCap Fund and Bond Fund, having total aggregate assets of $366 million. None of these accounts was charged a fee based on performance.
Many, but not all, of the accounts managed by James T. Evans, Jason L. Stephens and John W. Thompson have investment strategies similar to those employed for the Funds. Possible material conflicts of interest arising from these portfolio managers’ management of the investments of the Funds, on the one hand, and the investments of other accounts, on the other hand, include the portfolio managers’ allocation of sufficient time, energy and resources to managing the investments of the Funds in light of their responsibilities with respect to numerous other accounts, particularly accounts that have different strategies from those of the Funds; the fact that the fees payable to TIM for managing the certain Funds may be less than the fees payable to TIM for managing other accounts, potentially motivating the portfolio managers to spend more time on managing the other accounts; the proper allocation of investment opportunities that are suitable for the Funds and other accounts; and the proper allocation of aggregated purchase and sale orders for the Funds and other accounts.
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Administrator
Under an Administrative and Accounting Services Agreement with the Funds, TIM also provides administrative and accounting services to the Funds. The administrative obligations include: (a) providing supervision of all aspects of each Fund’s non-investment operations, such as custody of the Fund’s assets, shareholder servicing and legal and audit services (the parties giving due recognition to the fact that certain of such operations are performed by others pursuant to the Funds’ agreements with their Custodian and shareholder servicing agent), (b) providing each Fund, to the extent not provided pursuant to such agreements or the agreement with the Funds’ accounting services agent, with personnel to perform such executive, administrative and clerical services as are reasonably necessary to provide effective administration of the Fund, (c) arranging, to the extent not provided pursuant to such agreements, for the preparation of each Fund’s tax returns, reports to shareholders, periodic updating of the Prospectus and this Statement of Additional Information, and reports filed with the SEC and other regulatory authorities, all at the expense of the Fund, (d) providing each Fund, to the extent not provided pursuant to such agreements, with adequate office space and certain related office equipment and services in Madison, Wisconsin, and (e) maintaining all of the records of each Fund other than those maintained pursuant to such agreements. The accounting service obligations include maintaining and keeping current certain accounts and financial records of each Fund, preparing the financial statements of each Fund as required by the 1940 Act and calculating the net asset value per share of each Fund on a daily basis.
The annual fees to be paid by each of the Funds to TIM under the Administrative and Accounting Services Agreement are calculated as follows: 0.15% of the first $30 million of the Fund’s average daily net assets; 0.10% of the next $70 million of average daily net assets; and 0.025% of average daily net assets in excess of $100 million. The annual fee is subject to a $30,000 minimum per Fund.
The following table sets forth the aggregate fees paid to TIM for the past three fiscal years for administrative and accounting services provided to the Funds:
Fees for Administrative and Accounting Services | |||||
For the years ended November 30, | |||||
2015 | 2014 | 2013 | |||
Thompson LargeCap Fund | $120,289 | $121,139 | $117,685 | ||
Thompson MidCap Fund | $55,217 | $52,683 | $44,947 | ||
Thompson Bond Fund | $893,140 | $869,304 | $537,550 |
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Expenses
The Funds are responsible for the payment of their own expenses. Such expenses include, without limitation: the fees payable to the Advisor and Administrator; the fees and expenses of the Funds’ Custodian and Transfer and Dividend Disbursing Agent; association membership dues; any portfolio losses; filing fees for the registration or qualification of Fund shares under federal or state securities laws; expenses of the organization of the Funds; taxes and tax preparation; expenses relating to the pricing of securities in a Fund’s portfolio; interest; costs of liability insurance, fidelity bonds, indemnification or contribution; any costs, expenses or losses arising out of any liability of, or claim for damages or other relief asserted against, the Funds for violation of any law; legal and auditing fees and expenses; expenses of preparing and setting in type prospectuses, statements of additional information, proxy materials, reports and notices and the printing and distributing of the same to the Funds’ existing shareholders and regulatory authorities; compensation and expenses of the Funds’ Directors; and extraordinary expenses incurred by the Funds. The Advisor will bear the expense of printing and distributing prospectuses to prospective shareholders.
TIM has contractually agreed to waive management fees and/or reimburse expenses incurred by each Fund through March 31, 2017, so that the annual operating expenses of each Fund do not exceed a set percentage (1.13% for the LargeCap Fund, 1.25% for the MidCap Fund, and 0.80% for the Bond Fund) of such Fund’s average daily net assets.
The following table sets forth the total expenses TIM reimbursed with respect to the Funds for the past three fiscal years:
Reimbursed Expenses | |||||
For the years ended November 30, | |||||
2015 | 2014 | 2013 | |||
Thompson LargeCap Fund | $85,942 | $100,095 | $2,206 | ||
Thompson MidCap Fund | $77,706 | $91,018 | $101,402 | ||
Thompson Bond Fund | $0 | $0 | $0 |
Transfer and Dividend Disbursing Agent
U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202, is the transfer and dividend disbursing agent for the Funds.
Custodian
U.S. Bank, N.A., 1555 North RiverCenter Drive, Milwaukee, Wisconsin 53212, is the custodian of the Funds’ portfolio securities and cash.
Counsel and Independent Registered Public Accounting Firm
Quarles & Brady LLP, 411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, serves as general counsel to the Funds.
Cohen Fund Audit Services, Ltd., 1350 Euclid Avenue, Suite 800, Cleveland, Ohio 44115, audits the annual financial statements of the Funds.
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Quasar Distributors, LLC (the “Distributor”), 615 East Michigan Street, Milwaukee, Wisconsin 53202, is principal underwriter and distributor of shares of the Funds. Shares of the Funds are offered to the public on a continuous basis. The Distributor sells the shares on a best efforts basis pursuant to a Distribution Agreement among the Investment Company, the Advisor and the Distributor. The Distribution Agreement was approved by the Board of Directors of the Investment Company, including a majority of directors who are not “interested persons” (as defined in the 1940 Act) of the Investment Company, the Advisor or the Distributor.
Under the Distribution Agreement, the Distributor is available to receive orders, make the Funds’ shares available for sale and redemption through the NSCC’s Fund/SERV system and to cooperate with the Investment Company on the development of advertisements and sales literature relating to the Funds. The Distributor, at its sole discretion, may repurchase shares offered for sale by Fund shareholders and enter into agreements with qualified broker-dealers who are interested in selling shares of the Funds. The Investment Company has agreed to indemnify the Distributor for claims, liabilities, losses, damages and expenses arising out of or based upon an untrue statement of a material fact contained in the Funds’ registration statement, prospectus (including the statement of additional information), annual or interim report, advertisement or sales literature or an omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of or based upon the Investment Company’s failure to comply with the Distribution Agreement or applicable law. The Distributor has agreed to indemnify the Investment Company for claims, liabilities, losses, damages and expenses arising out of or based upon the Distributor’s failure to comply with the terms of the Distribution Agreement or applicable law or the Distributor’s willful or negligent acts or omissions.
Because the Investment Company has not adopted a distribution plan for the Funds, it cannot compensate the Distributor for the services it provides under the Distribution Agreement. Instead, the Advisor is responsible for paying the Distributor’s fees under the Distribution Agreement. Such fees are payable monthly at an annual rate equal to 0.015% of the net asset value of the Funds from $250 million to $500 million, 0.0065% of the net asset value of the Funds on the next $500 million and 0.0025% on the balance, subject to a minimum annual fee of $35,000, as well as certain other fixed fees for compliance review services.
The Distribution Agreement continues for a period of two years from its effective date and thereafter will continue for successive one-year periods so long as such continuance is approved at least annually by the Investment Company Board of Directors, including a majority of directors who are not “interested persons” of the Investment Company, the Advisor or the Distributor. The Distribution Agreement may be terminated, upon at least 60 days written notice, by either the Investment Company or the Distributor, and will automatically terminate in the event of its assignment.
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The Advisor pays, out of its own resources, amounts to broker-dealers and other intermediaries for various shareholder, account maintenance, networking and other services they provide to the Funds. Such services usually include maintaining aggregated or omnibus accounts through which the clients, plan participants and beneficial holders of such broker-dealers and intermediaries invest in the Funds; expedited processing of purchase, redemption or exchange transactions for clients, plan participants and beneficial holders of such broker-dealers and intermediaries; forwarding copies of Fund prospectuses, reports, proxy materials and other communications to their clients, plan participants and other beneficial holders; and/or responding to questions about Fund purchases, redemptions, exchanges and the like. The payments made by the Advisor under the shareholder servicing arrangements are generally expressed as a percentage of the aggregate net assets of the accounts in the Funds for which such broker-dealers and intermediaries are responsible, and payments made by the Advisor under the networking arrangements are generally expressed in a per account, per period fee for accounts in the Funds for which such broker-dealer and intermediaries are responsible. The Funds reimburse the Advisor for a portion of the amounts paid by the Advisor under these arrangements. The amount reimbursed by the Funds is equal to (1) for those accounts maintained through a shareholder servicing arrangement, an annual rate of no more than 0.10% of the average daily net assets of the omnibus accounts in the Funds for which all broker-dealers and other intermediaries, in the aggregate, are responsible, and (2) for those accounts maintained through a networking arrangement, no more than $6 per year per account in the Funds for which the broker-dealers and other intermediaries are responsible; provided however, in all cases only one of these fees shall be applicable to the assets in an account. This amount has been determined by the Funds’ Board to approximate (or not to exceed) the transfer agency fees that would otherwise have been payable by the Funds if such broker-dealers and intermediaries did not maintain these accounts. For the fiscal year ended November 30, 2015, the amounts reimbursed by the Funds to the Advisor were $22,947, $3,911 and $988,673 for the LargeCap Fund, MidCap Fund and Bond Fund, respectively.
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Advisor is responsible for decisions to buy and sell securities for the Funds, the selection of brokers and dealers to effect the transactions and the negotiation of brokerage commissions, where applicable. Purchases and sales of securities on a national securities exchange are effected through brokers who charge a negotiated commission for their services. In the over-the-counter market, securities are generally traded on a “net” basis with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price which includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount. On occasion, certain money market instruments may be purchased directly from an issuer, in which case no commissions or discounts are paid.
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In placing purchase and sale orders for portfolio securities for the Funds, it is the policy of the Advisor to seek the best net price and the most favorable execution in light of the overall quality of brokerage and research services provided. In selecting brokers to effect portfolio transactions, the determination of what is expected to result in best net price and the most favorable execution involves a number of largely judgmental considerations. Among these are the Advisor’s evaluation of the broker’s efficiency in executing and clearing transactions and the broker’s financial strength and stability. The best net price takes into account the brokerage commission or dealer spread involved in purchasing the securities. Transactions in the securities of small companies may involve specialized services on the part of the broker and thereby entail higher commissions or spreads than would be paid in transactions involving more widely traded securities.
In selecting brokers to effect portfolio transactions for the Funds, the Advisor also takes into consideration the research, analytical, statistical and other information and services provided by the broker, such as general economic reports and information, reports or analyses of particular companies or industry groups, market timing and technical information, access to computerized databases and the software for analyzing such databases in order to obtain information regarding performance of securities and the advisability of investing, and the availability of the brokerage firm’s analysts for consultation. Where computer software serves functions other than assisting the Advisor in the investment decision-making process (e.g., recordkeeping), the Advisor makes a reasonable allocation of the cost of the software to such other functions and bears all costs related to such other functions itself. While the Advisor believes such information and services have substantial value, the Advisor considers them supplemental to its own efforts in the performance of its duties under the Investment Advisory Agreement. Other clients of the Advisor may benefit from the availability of these services to the Advisor, and the Funds may benefit from services available to the Advisor as a result of transactions for other clients. The Investment Advisory Agreement provides that the Advisor, in placing orders for portfolio securities, is entitled to rely upon Section 28(e) of the Securities Exchange Act of 1934. This Section generally permits the Advisor to cause the Funds to pay a broker or dealer who provides brokerage and research services to the Advisor an amount of commission for effecting a securities transaction that is in excess of the amount another broker or dealer would have charged for effecting the transaction, provided that in order to rely upon Section 28(e), the Advisor must determine in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer viewed in terms of either the particular transaction or the Advisor’s overall responsibilities with respect to the Funds and the other accounts as to which the Advisor exercises investment discretion.
The Advisor does not compensate broker-dealers for, or otherwise take into consideration, the efforts of a broker-dealer in marketing, offering or selling Fund shares in allocating brokerage, although pursuant to procedures adopted by the Funds, the Advisor may effect portfolio transactions through such broker-dealers.
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On occasions when the Advisor deems the purchase or sale of a security to be in the best interest of a Fund as well as the Advisor’s other customers (including any other fund or other investment company or advisory account for which the Advisor acts as investment advisor), the Investment Advisory Agreement provides that the Advisor, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for such other customers in order to obtain the best net price and most favorable 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 Advisor in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Fund and such other customers. In some instances, this procedure may adversely affect the size of the position obtainable for a Fund.
The following table sets forth the aggregate brokerage commissions paid by each Fund for the past three fiscal years:
Brokerage Commissions Paid by the Funds | |||||
For the years ended November 30, | |||||
2015 | 2014 | 2013 | |||
Thompson LargeCap Fund | $67,735 | $80,307 | $123,409 | ||
Thompson MidCap Fund | $41,145 | $46,182 | $58,328 | ||
Thompson Bond Fund | $39,683 | $13,061 | $57,399 |
The following table sets forth the aggregate brokerage commissions paid by each Fund to U.S. Bank, an affiliate of the Fund’s Distributor, for the past three fiscal years:
Brokerage Commissions Paid to U.S. Bank by the Funds | |||||
For the years ended November 30, | |||||
2015 | 2014 | 2013 | |||
Thompson LargeCap Fund | $0 | $0 | $12 | ||
Thompson MidCap Fund | $0 | $0 | $24 | ||
Thompson Bond Fund | $0 | $0 | $9,376 |
The Funds did not pay any brokerage commissions to U.S. Bank during the fiscal year ended November 30, 2015.
The Funds did not pay any other brokerage commissions to any affiliated person of the Funds, the Advisor or the Distributor, or to any affiliates of such affiliated persons during the past three fiscal years.
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The following table sets forth, for the fiscal year ended November 30, 2015, the aggregate dollar amount of portfolio securities transactions executed for the Funds by broker-dealers who provided research services to the Funds or with which the Funds had directed brokerage arrangements, and the commissions paid to such broker-dealers.
Aggregate Directed Portfolio Transactions | Brokerage Commissions | |||
Thompson LargeCap Fund | $45,105,896 | $55,646 | ||
Thompson MidCap Fund | $21,278,130 | $41,145 | ||
Thompson Bond Fund | $49,511,789 | $39,683 |
As of November 30, 2015, no Fund owned any securities of its “regular broker-dealer” (as defined in Rule 10b-1 under the 1940 Act) or of their parents, except as set forth in the table below.
Issuer
(Regular Broker-Dealer) |
Security |
Value at
November 30, 2015 |
||||
Thompson LargeCap Fund | None | None | None | |||
Thompson MidCap Fund | None | None | None | |||
Thompson Bond Fund | Bank of New York Mellon | Bonds | $2,973,750 | |||
Merrill Lynch | Bonds | $7,112,617 | ||||
Morgan Stanley | Bonds | $ 236,725 |
Each Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and to take all other action required so that no federal income tax will be payable by such Fund itself. In order to qualify as a regulated investment company, each Fund must satisfy a number of requirements. If a Fund were to fail to qualify as a regulated investment company under the Code, it would be treated as a regular corporation whose net taxable income (including taxable dividends and net capital gains) would be subject to income tax at the corporate level, and distributions to shareholders would be subject to a second tax at the shareholder level.
The dividends received deduction available to a corporate shareholder with respect to certain ordinary income distributions from a Fund may be reduced below 70% if the shareholder has incurred any indebtedness directly attributable to its investment in Fund shares.
Any ordinary income or capital gain distribution will reduce the net asset value of Fund shares by the amount of the distribution. Although such a distribution thus resembles a return of capital if received shortly after the purchase of shares, it generally will be taxable to shareholders.
All or part of any loss that a shareholder realizes on a redemption of shares will be disallowed if the shareholder purchases other shares of the same Fund (including by the automatic reinvestment of Fund distributions in additional Fund shares) within 30 days before or after the redemption.
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Each Fund will be subject to a nondeductible 4% excise tax if it fails to meet certain requirements with respect to distributions of ordinary income and capital gain net income. It is anticipated that this provision will not materially affect the Funds or their shareholders. Dividends declared in October, November or December to shareholders on a date in any such month and paid during January of the following year will be treated as received by the shareholders on December 31 of the year declared.
Dividends and other distributions paid to individuals and other non-exempt persons are subject to a 28% backup federal withholding tax if the Transfer Agent is not provided with the shareholder’s correct taxpayer identification number or certification that the shareholder is not subject to such backup withholding or if a Fund is notified that the shareholder has under-reported income in the past. In addition, such backup withholding tax will apply to the proceeds of redemption or repurchase of shares from a shareholder account for which the correct taxpayer identification number has not been furnished. For most individual taxpayers, the taxpayer identification number is the taxpayer's social security number. A shareholder may furnish the Transfer Agent with such number and the required certifications by completing and sending the Transfer Agent either the account application form accompanying the Prospectus or an IRS Form W-9.
As of November 30, 2015, accumulated net realized capital loss carryovers, if any, and the year(s) in which the capital loss carryovers expire were:
To the extent that a Fund realizes future capital gains, taxable distributions will be reduced by any unused capital loss carryover as permitted by the Code. If a Fund incurs net capital losses in future taxable years, those losses will be carried forward to one or more subsequent taxable years without expiration, and the losses will retain their character as either short-term or long-term.
The foregoing discussion of tax consequences is only a general summary of some of the federal income tax considerations generally affecting each Fund and its shareholders and is based on federal tax laws and regulations in effect on the date of this Statement of Additional Information, which are subject to change by legislative or administrative action, with possible retroactive effect. Shareholders should consult their own tax advisors regarding the state and local tax consequences of an investment in a Fund and the particular tax consequences to them of an investment in a Fund.
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Cost Basis Reporting
The Funds are required to report to you and to the IRS the cost basis of your Fund shares acquired on or after January 1, 2012 (“covered shares”) when those shares are subsequently redeemed. Unless you elect a different permissible cost basis method in writing, the cost basis of covered shares will be determined using the average cost method, described below. These reporting requirements do not apply to shares held by you through a tax-deferred arrangement such as a 401(k) or an individual retirement account. Shares acquired prior to January 1, 2012 (“non-covered shares”) are treated as if they are held in an account separate from the covered shares for purposes of these reporting requirements. The Funds are not required to determine or report a shareholder’s cost basis of non-covered shares and are not responsible for the accuracy and reliability of any information provided for non-covered shares. However, as a courtesy, the Funds will continue to provide you with the cost basis of non-covered shares using the average cost method when available.
The cost basis of a share is generally its purchase price adjusted for distributions, returns of capital, and other corporate actions. Cost basis is used to determine whether the redemption of a share results in a gain or loss. If you redeem covered shares during any year, the Funds will report the gain or loss, cost basis, and holding period of such covered shares to you and to the IRS on your Consolidated Form 1099.
A cost basis method is used by the Funds to determine which specific shares are deemed to be sold when a shareholder sells less than his or her entire position in a Fund and has made multiple purchases of Fund shares on different dates at differing net asset values. If a shareholder does not affirmatively elect a particular cost basis method, the Funds will use the average cost method, which averages the cost basis of all Fund shares purchased on or after January 1, 2012, in an account regardless of holding period, and deems shares sold or transferred first to be those with the longest holding period. Each shareholder may elect in writing or via the internet for an alternate permissible cost basis method to be used to calculate the cost basis of its covered shares. The cost basis reporting method cannot be changed for previously redeemed covered shares.
If you hold Fund shares through a financial intermediary, please contact that financial intermediary to discuss the reporting of cost basis and available elections for your account.
You are encouraged to consult your tax advisor regarding the application of these cost basis reporting rules and, in particular, which cost basis calculation method you should elect. Representatives of the Funds are not licensed tax advisors and are unable to give tax advice.
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CAPITAL STOCK AND OTHER SECURITIES
General
The authorized capital stock of the Investment Company consists of an indefinite number of shares of Common Stock, $0.001 par value per share. The shares of Common Stock are presently divided into three series, each of which has an indefinite number of authorized shares: the LargeCap Fund, the MidCap Fund and the Bond Fund. The Board of Directors may authorize the issuance of additional series of Common Stock (funds). Each share of a series represents an equal proportionate interest in the assets and liabilities belonging to that series with each other share of that series, and is entitled to such dividends and distributions out of income belonging to the series as are declared by the Board of Directors.
Each share of Common Stock has one vote and, when issued and paid for in accordance with the terms of the Prospectus, will be fully paid and nonassessable. The Funds currently have no employees and do not intend to have employees in the future. Shares of Common Stock are redeemable at net asset value, at the option of the shareholder. Shares of Common Stock have no preemptive, subscription, conversion or cumulative voting rights and are freely transferable. Shares of Common Stock can be issued as full shares or fractions of shares.
Shareholders have the right to vote on the election of the directors of the Investment Company at each meeting of shareholders at which directors are to be elected, and on other matters as provided by law or by the Investment Company’s Articles of Incorporation or Bylaws. Shareholders of each Fund vote together to elect a single Board of Directors of the Investment Company and on other matters affecting the entire Investment Company, with each share entitled to a single vote. On matters affecting only one Fund, only the shareholders of that Fund are entitled to vote. On matters relating to all Funds, but affecting individual Funds differently (such as a new investment advisory agreement), separate votes by shareholders of each Fund are required. The Investment Company’s Articles of Incorporation do not require the holding of annual meetings of shareholders. However, special meetings of shareholders may be called (and, at the request of shareholders holding 10% or more of the Funds’ outstanding shares, must be called) for purposes such as electing or removing directors, changing fundamental policies or approving investment advisory contracts.
Control Persons and Principal Holders of Fund Shares
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 March 1, 2016. Any person owning more than 25% of a Fund’s shares may be considered a “controlling person” of that Fund. A controlling person’s vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders. Other than those named below, no person controls any Fund.
44
RECORD OR BENEFICIAL OWNER |
PERCENTAGE
OWNERSHIP |
|
LARGECAP FUND: | ||
Charles Schwab (record)
(3)
211 Main Street San Francisco, CA 94105-1905 |
29.22% | |
National Financial Services LLC (record)
499 Washington Blvd., 5 th Floor Jersey City, NJ 07310-2010 |
10.62% | |
John W. Thompson (beneficial) (3) 918 Deming Way, 3 rd Floor Madison, WI 53717 |
5.78% | |
Strafe & Co (record) (3) P.O. Box 6924 Newark, DE 19714-6924 |
5.59% | |
All officers and directors of the
Investment Company as a group (11 persons) |
6.48% | |
MIDCAP FUND: | ||
Charles Schwab (record)
(2)(3)
211 Main Street San Francisco, CA 94105-1905 |
60.24% | |
National Financial Services LLC (record)
(1)
499 Washington Blvd., 5 th Floor Jersey City, NJ 07310-2010 |
12.25% | |
John W. Thompson (beneficial) (3) 918 Deming Way, 3 rd Floor Madison, WI 53717 |
9.15% | |
Strafe & Co (record) (3) P.O. Box 6924 Newark, DE 19714-6924 |
8.39% | |
James Delaney III Trust (beneficial) (1) c/o Northern Trust 50 South LaSalle Street Chicago, IL 60603 |
8.35% | |
Philip Newman Family Trust (beneficial) (2) c/o Charles Schwab
211 Main Street
|
7.33% | |
Thompson Investment Management, Inc. 401(k) Profit Sharing Plan (beneficial) (2) 918 Deming Way, 3 rd Floor Madison, WI 53717 |
6.94% | |
All officers and directors of the
Investment Company as a group (11 persons) |
15.54% |
45
RECORD OR BENEFICIAL OWNER |
PERCENTAGE
OWNERSHIP |
|
BOND FUND: | ||
National Financial Services LLC (record)
499 Washington Blvd., 5 th Floor Jersey City, NJ 07310-2010 |
53.90% | |
Charles Schwab (record)
211 Main Street San Francisco, CA 94105-1905 |
18.14% | |
First Clearing LLC (record)
2801 Market Street Saint Louis, Mo 63103-2523 |
6.26% | |
All officers and directors of the
Investment Company as a group (11 persons) |
0.13% |
(1) | The percentage beneficial ownership of the James Delaney III Trust shown in the table with respect to the MidCap Fund is also included within the amount of the percentage record ownership shown for National Financial Services LLC. |
(2) | The percentage beneficial ownership of the Philp Newman Family Trust and the Thompson Investment Management, Inc. 401(k) Profit Sharing Plan shown in the table with respect to the MidCap Fund is also included within the amount of the percentage record ownership shown for Charles Schwab. |
(3) | The percentage beneficial ownership of John W. Thompson shown in the table with respect to the LargeCap Fund and MidCap Fund is also included within the amount of the percentage record ownership shown for Charles Schwab and Strafe & Co. |
The financial statements and related report of Cohen Fund Audit Services, Ltd., independent registered public accounting firm, contained in the Annual Report to Shareholders for the fiscal year ended November 30, 2015 are incorporated herein by reference. The Annual Report to Shareholders may be obtained without charge by writing to Thompson IM Funds, Inc., P.O. Box 701, Milwaukee, Wisconsin 53201 or by calling 1-800-999-0887.
46
THOMPSON
IM FUNDS, INC.
PROXY VOTING POLICIES AND PROCEDURES
Introduction
Thompson IM Funds, Inc. (the “Funds”) has adopted these Proxy Voting Policies and Procedures pursuant to Investment Company Act Release IC-25922 (“Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies”). The Release, among other things, amended Items 13 and 22 of Form N-1A. New Item 13(f) requires each mutual fund to describe or include in its statement of additional information the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities, including procedures that the fund uses when a vote presents a conflict between the interests of fund shareholders and those of the fund’s investment adviser, principal underwriter or an affiliated person of the adviser or underwriter.
General Policies and Procedures
The Funds are managed with one goal in mind: to maximize shareholder value consistent with the Funds’ investment objectives and policies. The Funds buy, hold and sell securities in pursuit of this goal. The Funds also exercise their rights as shareholders, including their voting rights, in the companies in which they invest in furtherance of this goal. The Funds take their voting rights seriously as they believe such rights are significant assets of the Funds. How the Funds vote on matters submitted to them in their capacity as shareholders of companies in their portfolio can have an impact on shareholder value.
The Funds typically invest in companies due, in part, to the strength, experience, quality and depth of their management. Management is entrusted with the day-to-day operations of a company, and a company’s board of directors is responsible for long-range and other strategic planning decisions and corporate oversight. The Funds do not and cannot micromanage the companies in which they invest. While the Funds remain confident in the capabilities and motivations of a company’s management (including its board of directors), the Funds will give considerable deference to the view of management with regard to matters submitted to a vote of shareholders. As a result, the Funds will frequently vote in a manner consistent with management’s recommendations.
The Funds believe sound corporate governance adds value to shareholders of companies. The Funds will generally support matters which promote the corporate governance objectives: accountability of a company’s management and board of directors to its shareholders; close alignment of the interests of management with those of shareholders; protection of shareholder rights, including voting rights; and accurate, understandable and timely disclosure of material information about a company’s operations and financial performance.
A- 1
Specific Matters
Specific matters of concern to the Funds include election of directors, equity-based compensation, corporate structure and shareholder rights, takeover deterrents and defense mechanisms, and social policy issues and shareholder proposals. Although the Funds do not have a policy of voting for or against any specific type of matter, the Funds will generally disfavor any matter that in its view is not in the best interests of a company’s shareholders, particularly their interest in the creation of value for their shares. The Funds will also not generally approve any matter that weakens the accountability of a company’s management to shareholders, potentially skews the alignment of the interests of management with those of shareholders, abridges shareholder rights, deters legitimate change of control transactions or has potential adverse economic effect on a company. The Funds will also vote against management’s nominees for election as directors and other management recommendations if the Funds believe that management, including the board of directors, are failing to serve the best interests of their companies’ stockholders.
Election of Directors . The Funds support a board of directors consisting of a majority of independent directors. The Funds also support the annual election of the entire board of directors. The Funds will generally resist efforts to create a staggered or classified board. The Funds will consider supporting attempts to de-classify existing boards. The Funds also generally favor cumulative voting in the election of directors because it increases the shareholders’ rights to effect change in the management of a company. However, other protections, such as a nominating committee comprised entirely of independent directors and a board consisting of a majority of independent directors, may make cumulative voting less important. The Funds also support the ability of shareholders to remove directors with or without cause and to fill vacancies on the board. In voting to elect or withhold support for a nominee to a company’s board, the Funds will consider the experience and likely contribution of the nominee to the board and any committees of the board and his or her knowledge of the company and its industry.
Ratification of Independent Accountants . In considering whether to ratify the selection of independent accountants, the Funds will take into account the reputation of the accounting firm and the services it has or can provide to the company, and any other relationships it may have with the company, the company’s board or its audit committee.
Equity-Based Compensation . The Funds believe that properly designed equity-based compensation plans, including restricted stock, option and purchase plans, effectively align the interests of shareholders with those of management and key employees. The Funds believe that equity-based compensation should be specifically tailored to achieve identifiable performance objectives. The Funds prefer restricted stock versus stock options because restricted stock better aligns shareholder interests with employee interests. The Funds are generally opposed to plans that substantially dilute their ownership interest in companies, provide participants with excessive awards or have other objectionable features and terms (such as de minimis exercise prices, automatic re-pricing features or the absence of vesting or holding period requirements).
The Funds also believe that management, particularly a company’s executive officers, should be fairly compensated and provided appropriate incentives to create value for shareholders. However, the Funds will generally not support, without a valid justification, compensation or severance pay which is considered to be excessive, or bonuses and other incentives that are not tied to the creation of shareholder value.
Corporate Structure and Shareholder Rights . The Funds believe that shareholders generally should have voting power equal to their equity interest in a company and should be able to approve or reject matters by a simple majority vote. The Funds will generally support proposals to eliminate supermajority vote requirements and will generally vote against proposals to impose supermajority vote requirements. The Funds will also generally not support proposals for the creation of a separate class of common stock with greater or lesser voting rights. The Funds generally oppose proposals that eliminate or restrict the right of shareholders to call meetings or to take action by written consent in lieu of a meeting.
A- 2
Takeover Deterrents . The Funds believe that the shareholders of a company should have the right to determine whether a change in control transaction is in their best interests. Although the Funds believe that in many change in control transactions a company’s management plays an important role in increasing shareholder value, the Funds are skeptical of shareholder rights plans (i.e., poison pills) that would require management’s involvement in the process. Some poison pills are subject to shareholder vote, mandatory periodic review by independent directors, short-term sunset provisions and qualified/permitted offer provisions, and may be acceptable to the Funds.
Proposals to increase the number of authorized shares of common stock or to create “blank check” preferred stock can also be used to deter takeover attempts that are not favored by management. However, additional authorized shares and blank check preferred stock are useful for legitimate financing needs. The Funds will therefore consider the likely uses and number of the additional authorized shares in determining how to vote on such proposals.
Shareholder Proposals regarding Social Policy Issues, Transparency . The Funds generally will not support shareholder proposals on social policy issues or that dictate a company’s business practices, unless the Funds believe such proposals may have a beneficial effect on the company’s stock price. Shareholder proposals typically relate to ordinary business matters which are more properly the responsibility of the company’s management and its board of directors. However, the Funds generally will support shareholder proposals that are designed to increase the transparency of the business decision-making processes of a company (as opposed to dictating the outcome of those processes). Such proposals may include but are not limited to issues relating to executive compensation and political contributions. The Funds will not support any such transparency-enhancing proposals that are reasonably expected to result in a substantial risk of disclosure of a company’s proprietary information, such as its trade secrets or non-public intellectual property.
Delegation of Proxy Voting; Conflicts of Interest
The Funds delegate their proxy voting decisions to Thompson Investment Management, Inc., their investment adviser (the “Adviser”). The portfolio manager(s) of the Funds (who are employees of the Adviser) decide on how votes should be cast by the Funds, given their knowledge of the companies in which the Funds are invested and practices common in the companies’ relevant industries. The Adviser and portfolio manager(s) are required to cast votes on behalf of the Funds strictly in accordance with these Proxy Voting Policies and Procedures.
Proxies of the Funds may be solicited by a company at times in which the Adviser or one of its affiliates has, or is seeking, a business relationships with such company or in which some other conflict of interest may be present. For example, the Adviser or an affiliate of the Adviser may manage the assets of an executive officer or a pension plan of the subject company, administer the subject company’s employee benefit plan, or provide brokerage, investment, trust, consulting or other services to the subject company. Personal relationships may also exist between a representative of the Adviser and a representative of the company. By the same token a conflict of interest may be present between the Adviser or one of its affiliates and other persons, whether or not associated with the subject company, who may have a stake in the outcome of the vote. Under these circumstances the Adviser may be inclined to vote in a certain way to avoid possible damage to the Adviser’s (or affiliate’s) relationship or potential relationship, which could be inconsistent with the Adviser’s responsibility to the Funds and their shareholders.
A- 3
The Adviser will maintain a list of companies that present a potential conflict of interest with regard to the voting of proxies for the Funds managed by the Adviser. The portfolio manager(s) of the Funds with authority to vote proxies for the Funds will refer to the list before voting proxies. If a proxy relates to a company on the list, the matter shall be forwarded to the Adviser’s Proxy Review Committee for further consideration. When the Adviser’s Proxy Review Committee believes that a particular vote to be cast by the Adviser on behalf of the Funds presents a material conflict of interest, the Advisor should inform legal counsel to the Funds and explain the conflict. The Adviser will also be required to inform the Funds’ Board of Directors of the conflict and seek guidance from the Board as to how the vote should be cast. The guidance provided by the Board of Directors, including a majority of the directors who are not “interested persons” of the Adviser, will be binding on the Adviser. Notwithstanding the above, the Board of Directors may establish a proxy voting committee, a majority of the members of which may not be “interested persons” of the Adviser, that will be authorized and directed to provide guidance to the Adviser on how to cast votes on behalf of the Fund if a material conflict of interest is present.
The Adviser has formed an internal Proxy Review Committee to identify non-routine matters and proposals with potential to create conflicts of interest, and to otherwise implement these Proxy Voting Policies and Procedures. The Proxy Review Committee will consist of officers and/or employees of the Adviser and will always include its Chief Compliance Officer.
Miscellaneous
These Proxy Voting Policies and Procedures are guidelines to be followed by the Adviser who is delegated the responsibility for voting proxies on behalf of the Funds. They are not hard and fast rules. Each matter on which the Funds are entitled to vote will be considered on a case-by-case basis and votes will be cast in a manner believed in good faith to be in the best interest of the Funds and its shareholders.
These Proxy Voting Policies and Procedures may be amended at any time by the Board of Directors of the Funds, including a majority of the directors who are not “interested persons” of the Adviser.
A- 4
THOMPSON IM FUNDS, INC.
SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS
The Board of Directors of Thompson IM Funds, Inc. (the “Company”) has adopted this Policy regarding the disclosure of information related to the portfolio holdings of the various mutual fund series (the “Funds”) of the Company.
General Policy
Information about the portfolio holdings of the Funds is generally considered to be relevant and significant to persons in deciding to buy or sell shares of the Funds. Such information should be safeguarded as material, non-public information until publicly disclosed. This means, at a minimum, that information about the portfolio holdings of any Fund should not be selectively disclosed to investors or potential investors (or their advisers, consultants or intermediaries) or to any other persons unless there are legitimate Company business purposes for doing so and such persons are subject to a duty of confidentiality and trading restrictions.
Specific Authorized Public Disclosures
The Company shall post on its website a complete schedule of the securities and investments owned by each Fund (the “Holdings Schedule”) as of the end of each calendar quarter. This posting shall be made within thirty (30) days of the end of such quarter. The Holdings Schedule of each Fund shall at least identify each security or investment and its market value at the end of the quarter. In addition, the Company shall disclose the investments of the Funds as required by the Investment Company Act of 1940, as amended, and the rules and regulations adopted by the Securities and Exchange Commission thereunder (the “Investment Company Act”). Currently, the Investment Company Act requires the Funds to file with the SEC a complete schedule of their portfolio holdings for the first and third quarters of each fiscal year on Form N-Q and for the second and fourth quarters of each fiscal year with their annual and semi-annual reports to shareholders on Form N-CSR. These forms are required to be filed with the SEC approximately 60 days following the end of the relevant fiscal quarter. Portfolio holdings of the Funds shall also be disclosed to the extent required by applicable law, including without limitation the Securities Act of 1933 and the Securities Exchange Act of 1934 such as in filings on Schedule 13D or 13G or Form 13F.
The Company may refer persons who seek information on portfolio holdings to the Holdings Schedule posted on the website or the Company may deliver a copy of a Holdings Schedule to them but not until after the Holdings Schedule has been posted on the website.
B- 1
Prohibition Against Selective Disclosure
Other than the postings of Holdings Schedules as described above, as described under “Permissible Disclosure” below, or as required by law, no person associated with the Company or Thompson Investment Management, Inc. (the “Advisor”) or any other service provider to the Funds shall disclose to any person any information regarding the portfolio holdings of any Fund. This prohibition includes a partial or complete list of the securities and other investments of any Fund, as well as information about a particular security or investment purchased, sold or held (or proposed to be purchased or sold) by a Fund. The Company shall advise its service providers (including without limitation, its Advisor, distributor, Quasar Distributors, LLC (the “Distributor) transfer agent, U.S. Bancorp Fund Services, LLC (the “Transfer Agent”) administrator and accounting agent, Thompson Investment Management, Inc. (the “Administrator and Accounting Agent); custodian, U.S. Bank, National Association (the “Custodian); counsel, Quarles & Brady LLP (the “Counsel”); and independent registered public accounting firm, Cohen Fund Audit Services, Ltd. (the “Independent Registered Public Accounting Firm”) of this Policy and determine the ability of such service providers to comply with it.
Permissible Disclosure
Notwithstanding the prohibitions above, the Investment Team of the Advisor, with approval from the Chief Compliance Officer, may disclose a Fund’s portfolio holdings (including a more current list of holdings than the quarterly Holdings Schedule) to a recognized rating agency such as Morningstar or Lipper for its use in developing a rating for the Fund or in evaluating the category in which the Fund should be placed. In addition, (i) the Investment Team of the Advisor (including the portfolio manager(s) of a Fund, after consultation with the Company’s Chief Compliance Officer) may disclose to a newspaper, magazine or television, cable or radio program that a Fund owns a particular security or securities within a particular industry, sector or market capitalization, and (ii) representatives of the Fund’s Advisor or Distributor may discuss with shareholders and prospective investors, the Company’s assessment and interest in a particular company whose securities are held in the Fund’s portfolio, provided said security has been identified as a holding of the Fund in its most recently published list of securities holdings and provided the Chief Compliance Officer has authorized and approved the disclosure. No disclosure permitted by either clause (i) or clause (ii) of the foregoing shall include disclosure of the number of shares or principal amount of the subject securities held by the relevant Fund or the percentage that any such position represents in the Fund or in the issuer of such securities and shall not include disclosure regarding whether the Fund is considering the purchase or sale of any of the subject securities.
Information about a Fund’s portfolio holdings may be disclosed, without lag and when necessary, to the Fund’s Advisor, Distributor, A dministrator, and Accounting agent, Transfer Agent, Custodian, Counsel, Independent Registered Public Accounting Firm and other service providers only to the extent required by law or, subject to imposing appropriate conditions on the confidentiality and safekeeping of such information, only to the extent necessary to enable such service providers to carry out their specific duties, responsibilities and obligations to the Fund. The Fund’s Advisor, Distributor, Administrator and Accounting Agent, Transfer Agent, and Custodian generally have access to information about a Fund’s portfolio holdings on a daily basis. The Fund’s Counsel and Independent Registered Public Accounting Firm are generally provided with information about a Fund’s portfolio holdings on a quarterly basis and semi-annual basis, respectively.
B- 2
Additionally, the Funds may disclose, for the purpose of facilitating efficient trading, one or more of their securities when purchasing and selling their securities through broker-dealers and requesting bids on securities. The Funds also may disclose such information when obtaining price quotations on securities. The Company communicates its expectation of confidentiality as a condition of doing business with the Funds in advance of any such disclosure and would not continue to conduct business with any company that the Company believed was misusing the disclosed information, but has not entered into formal nondisclosure agreements in connection with these situations.
Information about a Fund’s portfolio holdings may also be disclosed if, in advance of such disclosure, it is established to the satisfaction of the Board of Directors, including a majority of Directors who are not “interested persons” of the Company, upon the advice of legal counsel, that such disclosure does not violate applicable securities laws and is in the best interests of shareholders of that Fund and that the recipient of such information has agreed to maintain the confidentiality of such information and will not trade on such information.
Reports to Board
The Company shall report to the Board of Directors on a quarterly basis the parties’ compliance with this Policy.
Oversight of Policy
The Company’s Chief Compliance Officer shall be responsible for overseeing this Policy and for ensuring that all appropriate parties acknowledge their understanding of this Policy. The Chief Compliance Officer shall periodically evaluate the effectiveness of this Policy and recommend to the Board of Directors modifications to this Policy.
Disclosure of Policy
The Prospectus for the Funds shall state that a description of this Policy is set forth in the Funds’ Statement of Additional Information (“SAI”) and the SAI shall describe this Policy.
B- 3
PART C
Other Information
Item 28. Exhibits.
See Exhibit Index following the signature page to this Registration Statement, which Exhibit Index is incorporated herein by this reference.
Item 29. Persons Controlled by or Under Common Control with Registrant.
None.
Item 30. Indemnification.
Article V, Section 4 of the Registrant’s Bylaws provides for indemnification under certain circumstances of any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Registrant. However, no person shall be indemnified by the Registrant against any liability to any of the Funds or its shareholders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
Item 31. Business and Other Connections of Investment Advisor.
Thompson Investment Management, Inc. is the investment advisor to the LargeCap Fund, MidCap Fund and Bond Fund of the Registrant. The principal business address of the Registrant is 918 Deming Way, 3rd Floor, Madison, Wisconsin 53717. Set forth below is a list of the directors and officers of Thompson Investment Management, Inc., 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.
Name |
Position with Thompson
Investment Management, Inc. |
Other Affiliations |
John W. Thompson | President and Chairman | Director of the Registrant since 1987; President of the Registrant since January 2009; Chief Executive Officer of the Registrant from 2005 to March 31, 2015. |
Jason L. Stephens | Chief Executive Officer and Secretary | Director of the Registrant since 2011; Chief Executive Officer of the Registrant since March 31, 2015. |
James T. Evans | Chief Investment Officer | Vice President of the Registrant since 2009. |
C- 1 |
Name |
Position with Thompson
Investment Management, Inc. |
Other Affiliations |
Penny M. Hubbard | Vice President | Chief Financial Officer and Treasurer of the Registrant since 2005. |
Nedra S. Pierce | Chief Compliance Officer | Chief Compliance Officer of the Registrant since 2006. |
Colleen Curliss | Chief Financial Officer | None. |
Item 32. Principal Underwriters.
Quasar Distributors, LLC serves as the principal underwriter and distributor of shares of the Registrant’s mutual fund series.
(a) Set forth below is the name of each investment company (other than the Registrant) for which Quasar Distributors, LLC acts as a principal underwriter, depositor or investment adviser:
1919 Funds |
AC One China Fund |
Academy Asset ETF Funds |
Academy Fund Trust |
Advantus Mutual Funds |
Aegis Funds |
Akre Funds |
Allied Asset Advisors Funds |
Alpha Architect Funds |
Alpha Funds |
AlphaClone ETF Fund |
AlphaMark ETFs |
Alpine Equity Trust |
Alpine Income Trust |
Alpine Series Trust |
American Trust |
Angel Oak Funds |
C- 2 |
Appleton Group |
Appleton Partners Inc |
Barrett Growth Fund |
Barrett Opportunity Fund |
Becker Value Equity Fund |
Boston Common Funds |
Bridge Builder Trust |
Bridges Investment Fund, Inc. |
Bright Rock Funds |
Brookfield Investment Funds |
Brown Advisory Funds |
Buffalo Funds |
Bushido Funds |
CAN SLIM Select Growth Fund |
Capital Advisors Funds |
CG Funds Trust |
Chase Funds |
Coho Partners |
Collins Capital Funds |
Congress Funds |
Consilium Funds |
Convergence Funds |
Cove Street Capital Funds |
Cushing Funds |
Davidson Funds |
Dearborn Funds |
Diamond Hill |
DoubleLine Funds |
DSM Mutual Funds |
Edgar Lomax Value Fund |
Evermore Global Investors Trust |
C- 3 |
Falah Capital |
First American Funds, Inc. |
Fort Pitt Capital Group, Inc. |
Fulcrum Funds |
Fund X Funds |
Geneva Advisors Funds |
Glenmede Fund, Inc. |
Glenmede Portfolios |
GoodHaven Funds |
Great Lakes Funds |
Greenspring Fund |
Guinness Atkinson Funds |
Harding Loevner Funds |
Hennessy Funds Trust |
Hodges Funds |
Hotchkis & Wiley Funds |
Huber Funds |
Infinity Q Funds |
Intrepid Capital Management |
IronBridge Funds |
Jacob Funds, Inc. |
Jensen Funds |
Kellner Funds |
Kirr Marbach Partners Funds, Inc |
Lawson Kroeker Funds |
LKCM Funds |
LoCorr Investment Trust |
Logan Capital Funds |
Loncar ETFs |
MainGate MLP Funds |
Matrix Asset Advisors, Inc. |
C- 4 |
MD Sass |
Meydenbauer Dividend Growth Fund |
Monetta Trust |
Morgan Dempsey Funds |
Muhlenkamp Fund |
Muzinich Funds |
Nicholas Funds |
Nuance Funds |
Oaktree Funds |
Orinda Funds |
O'Shaughnessy Funds |
Osterweis Funds |
Otter Creek Funds |
Pension Partners Funds |
Permanent Portfolio Funds |
Perritt Funds, Inc. |
PIA Funds |
Poplar Forest Funds |
Port Street Funds |
Primecap Odyssey Funds |
Prospector Funds |
Provident Mutual Funds, Inc. |
Purisima Funds |
Pzena Funds |
Rainier Funds |
RBC Funds Trust |
Reinhart Funds |
Rockefeller Funds |
Samson Funds |
Scharf Funds |
Schooner Investment Group |
C- 5 |
C- 6 |
(b) Set forth below is a list of each manager, officer, director and member of Quasar Distributors, LLC and their positions and officers with Quasar Distributors, LLC and the Registrant.
Name and Principal
Business Address |
Positions and
Offices with Underwriter |
Positions and
Offices with Registrant |
James R. Schoenike
615 East Michigan Street Milwaukee, WI 53202 |
President, General Securities Principal, FINRA Executive Officer and Board Member | None |
Peter Hovel
615 East Michigan Street Milwaukee, WI 53202 |
Chief Financial Officer and Financial Operations Principal |
None |
Andrew M. Strnad
615 East Michigan Street Milwaukee, WI 53202 |
Secretary | None |
Teresa Cowan
615 East Michigan Street Milwaukee, WI 53202 |
Chief Compliance Officer, General Securities Principal and Assistant Secretary | None |
Susan LaFond
615 East Michigan Street Milwaukee, WI 53202 |
Treasurer | None |
Brett Sribner
615 East Michigan Street
|
Assistant Treasurer | None |
Joe Neuberger
615 East Michigan Street Milwaukee, WI 53202 |
Board Member | None |
Robert Kern
777 E. Wisconsin Avenue Milwaukee, WI 53202 |
Board Member | None |
(c) Quasar Distributors, LLC does not receive any commissions or other compensation from the Registrant. Thompson Investment Management, Inc., the investment advisor to the Registrant’s LargeCap, MidCap and Bond Funds, pays the compensation of Quasar Distributors, LLC with respect to the distribution of shares of those funds.
Item 33. Location of Accounts and Records.
The Amended and Restated Articles of Incorporation, Bylaws and minute book of the Registrant are in the physical possession of Quarles & Brady LLP, 411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. Accounts, books, records and other documents required to be maintained under Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder relating to the number of shares of the Registrant’s common stock held by each shareholder of record are in the physical possession of U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202. All other accounts, books and other documents required to be maintained under Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder are in the physical possession of Thompson Investment Management, Inc., 918 Deming Way, 3rd Floor, Madison, Wisconsin 53717.
C- 7 |
Item 34. Management Services.
Not applicable.
Item 35. Undertakings.
Not applicable.
C- 8 |
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, and State of Wisconsin, on the 28th day of March, 2016.
THOMPSON IM FUNDS, INC. | ||
By | /s/ Jason L. Stephens | |
Jason L. Stephens | ||
Director and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Amendment to the Registration Statement has been signed below on this 28th day of March, 2016 by the following persons in the capacities indicated.
/s/ Jason L. Stephens | /s/ George E. Austin * | |
Jason L. Stephens | George E. Austin | |
Director and Chief Executive Officer | Director | |
(Principal Executive Officer) | ||
/s/ Penny Hubbard | /s/ Cornelia Boyle * | |
Penny Hubbard | Cornelia Boyle | |
Chief Financial Officer | Director | |
(Principal Financial Officer) | ||
/s/ John W. Feldt* | ||
John W. Feldt | ||
Chairman | ||
/s/ Patricia Lipton * | ||
Patricia Lipton | ||
Director | ||
/s/ John W. Thompson * | ||
John W. Thompson | ||
Director |
*By: | /s/ Jason L. Stephens | |
Jason L. Stephens |
* | Pursuant to Power of Attorney |
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THOMPSON IM FUNDS, INC.
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM N-1A
Exhibit
Number |
Description |
Incorporated
Herein By Reference To |
Filed
Herewith |
|||
(A)(1) | Registrant’s Second Amended and Restated Articles of Incorporation | Post-Effective Amendment No. 29 to the Registration Statement | ||||
(A)(2) | Articles of Amendment to Registrant’s Second Amended and Restated Articles of Incorporation | Post-Effective Amendment No. 35 to the Registration Statement | ||||
(B) | Registrant’s Amended and Restated Bylaws | Post-Effective Amendment No. 32 to the Registration Statement | ||||
(C) | None | |||||
(D)(1) | Investment Advisory Agreement between Registrant and Thompson Investment Management LLC for the Growth (n/k/a LargeCap) and Bond Funds | Post-Effective Amendment No. 22 to the Registration Statement | ||||
(D)(2) | First Amendment to the Investment Advisory Agreement | Post-Effective Amendment No. 25 to the Registration Statement | ||||
(D)(3) | Second Amendment to the Investment Advisory Agreement | Post-Effective Amendment No. 26 to the Registration Statement | ||||
(E)(1) | Distribution Agreement among Registrant, Thompson Investment Management, Inc. and Quasar Distributors, LLC | X | ||||
(E)(2) | Form of Sales Agreement for use by Quasar Distributors, LLC with selected dealers | X | ||||
(E)(3) | Form of Dealer Agreement for use by Quasar Distributors, LLC with selected dealers | X |
Exhibit
Number |
Description |
Incorporated
Herein By Reference To |
Filed
Herewith |
|||
(F) | Not applicable | |||||
(G)(1) | Amended and Restated Custody Agreement with U.S. Bank National Association | Post-Effective Amendment No. 37 to the Registration Statement | ||||
(G)(2) | First Amendment to the Amended and Restated Custody Agreement with U.S. Bank National Association | X | ||||
(H)(1) | Administrative and Accounting Services Agreement between Registrant and TIM Holdings, Inc. | Post-Effective Amendment No. 22 to the Registration Statement | ||||
(H)(2) | First Amendment to Administrative and Accounting Services Agreement | Post-Effective Amendment No. 25 to the Registration Statement | ||||
(H)(3) | Second Amendment to Administrative and Accounting Services Agreement | Post-Effective Amendment No. 26 to the Registration Statement | ||||
(H)(4) | Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC | X | ||||
(H)(5) | Form of Shareholder Services Agreement used by U.S. Bancorp Fund Services, LLC with certain service providers | X | ||||
(H)(6) | Service Agreement between U.S. Bancorp Fund Services, LLC and Thompson Investment Management, Inc. | Post-Effective Amendment No. 26 to the Registration Statement | ||||
(H)(7) | Amended and Restated Service Agreement between U.S. Bancorp Fund Services, LLC and Thompson Investment Management, Inc. | Post-Effective Amendment No. 27 to the Registration Statement | ||||
(H)(8) | Loan Agreement dated as of October 1, 2004 between Registrant (regarding its various series) and U.S. Bank, N.A. | Post Effective Amendment No. 23 to the Registration Statement | ||||
(H)(9) | Loan Agreement dated as of April 28, 2008 between Registrant (regarding the Thompson Plumb MidCap Fund (n/k/a Thompson MidCap Fund)) and U.S. Bank, N.A. | Post-Effective Amendment No. 28 to the Registration Statement |
Exhibit
Number |
Description |
Incorporated
Herein By Reference To |
Filed
Herewith |
|||
(H)(10) | Amendment of Loan Agreement, effective September 1, 2012, for the benefit of the Thompson LargeCap Fund | Post-Effective Amendment No. 35 to the Registration Statement | ||||
(H)(11) | Amendment and Extension of Loan Agreement, effective November 13, 2015, for the benefit of the Thompson LargeCap Fund | X | ||||
(H)(12) | Amendment of Loan Agreement, effective September 1, 2012, for the benefit of the Thompson Bond Fund | Post-Effective Amendment No. 35 to the Registration Statement | ||||
(H)(13) | Amendment and Extension of Loan Agreement, effective November 13, 2015, for the benefit of the Thompson Bond Fund | X | ||||
(H)(14) | Amendment of Loan Agreement, effective September 1, 2012, for the benefit of the Thompson MidCap Fund | Post-Effective Amendment No. 35 to the Registration Statement | ||||
(H)(15) | Amendment and Extension of Loan Agreement, effective November 13, 2015, for the benefit of the Thompson MidCap Fund | X | ||||
(H)(16) | Second Amended and Restated Reimbursement Agreement between Registrant and Thompson Investment Management, Inc. | Post-Effective Amendment No. 27 to the Registration Statement | ||||
(H)(17) | Fee Waiver and Expense Reimbursement Commitment Letter from Thompson Investment Management, Inc. regarding expense ratio for the Bond Fund | X | ||||
(H)(18) | Fee Waiver and Expense Reimbursement Commitment Letter from Thompson Investment Management, Inc. regarding expense ratio for the MidCap Fund | X | ||||
(H)(19) | Fee Waiver and Expense Reimbursement Commitment Letter from Thompson Investment Management, Inc. regarding expense ratio for the LargeCap Fund | X |
Exhibit
Number |
Description |
Incorporated
Herein By Reference To |
Filed
Herewith |
|||
(H)(20) | Loan Agreement dated April 25, 2007 among U.S. Bank National Association ND, Registrant, and U.S. Bank, N.A. | Post-Effective Amendment No. 28 to the Registration Statement | ||||
(H)(21) | Amendment Number 1 to Loan Agreement among U.S. Bank National Association ND, Registrant, and U.S. Bank, N.A. | Post-Effective Amendment No. 28 to the Registration Statement | ||||
(I) | Opinion of Counsel | Post-Effective Amendment No. 28 to the Registration Statement | ||||
(J)(1) | Consent of Independent Registered Public Accounting Firm | X | ||||
(J)(2) | Consent of Counsel | X | ||||
(K) | Not applicable | |||||
(L) | Subscription Agreement between Registrant and Thompson, Unger & Plumb, Inc. (f/k/a FMI Capital Management, Inc.) | Post-Effective Amendment No. 14 to the Registration Statement | ||||
(M) | Not applicable | |||||
(P) | Code of Ethics | X | ||||
(Q)(1) | Powers of Attorney for George Austin, John Feldt, Patricia Lipton, Jason Stephens, and John Thompson | X | ||||
(Q)(2) | Power of Attorney for Cornelia Boyle | Post-Effective Amendment No. 39 to the Registration Statement |
Exhibit (E)(1)
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DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 19 th day of August, 2015, by and between THOMPSON IM FUNDS, INC ., a Wisconsin corporation (the “ Corporation ”) and QUASAR DISTRIBUTORS, LLC , a Delaware limited liability company (the “ Distributor ”). THOMPSON INVESTMENT MANAGEMENT, INC. , a Delaware corporation and the investment advisor to the Corporation (the “ Advisor ”), is a party hereto with respect to Sections 3 F. and 6 only. This Agreement supersedes and replaces the Distribution Agreement dated January 26, 2006, as amended.
WHEREAS, the Corporation is registered under the Investment Company Act of 1940, as amended (the “ 1940 Act ”), as an open-end management investment company, and is authorized to issue shares of beneficial interest (“ Shares ”) in separate series, with each such series representing interests in a separate portfolio of securities and other assets;
WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), and is a member of the Financial Industry Regulatory Authority (“ FINRA ”);
WHEREAS, the Corporation desires to retain the Distributor as principal underwriter in connection with the offer and sale of the Shares of each series of the Corporation listed on Exhibit A hereto (as amended from time to time) (each a “ Fund ”); and
WHEREAS, this Agreement has been approved by a vote of the Corporation’s board of directors (the “ Board ”), including its disinterested directors voting separately, in conformity with Section 15(c) of the 1940 Act.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Appointment of Quasar as Distributor . The Corporation hereby appoints the Distributor as its agent for the sale and distribution of Shares of the Fund in jurisdictions wherein the Shares may be legally offered for sale, on the terms and conditions set forth in this Agreement, and the Distributor hereby accepts such appointment and shall perform the services and duties set forth in this Agreement. The services and duties of the Distributor shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against the Distributor hereunder.
2. | Services and Duties of the Distributor . |
A. | The Distributor shall sell Shares on a best efforts basis as agent for the Corporation upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term “ Prospectus ” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to the Fund and included in the currently effective registration statement (the “ Registration Statement ”) of the Corporation filed under the Securities Act of 1933, as amended (the “ 1933 Act ”) and the 1940 Act. The Corporation shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below. |
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B. | During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will accept such orders on behalf of the Corporation. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. |
C. | The Distributor, with the operational assistance of the Corporation’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System. |
D. | The Distributor acknowledges that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Corporation. |
E. | The Distributor shall cooperate with the Corporation or its agent in the development of all proposed advertisements and sales literature (“ Communications with the Public ”) relating to the Fund. The Distributor shall review all proposed Communications with the Public for compliance with applicable laws and regulations, and shall file with appropriate regulators those Communications with the Public it believes are in compliance with such laws and regulations. The Distributor shall furnish to the Corporation any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials. |
F. | The Distributor, at its sole discretion, may repurchase Shares offered for sale by shareholders of the Fund. Repurchase of Shares by the Distributor shall be at the price determined in accordance with, and in the manner set forth in, the Prospectus. At the end of each business day, the Distributor shall notify the Corporation and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last notification, the amount to be paid for such Shares and the identity of the shareholders offering Shares for repurchase. The Corporation reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor shall also act as agent for the Corporation to receive and transmit promptly to the Corporation’s transfer agent, shareholder requests for redemption of Shares. |
G. | The Distributor may, in its discretion, enter into agreements with such qualified broker-dealers and other qualified intermediaries as it may select, in order that such broker-dealers and other qualified intermediaries also may sell Shares of the Fund. The form of any dealer agreement shall be approved by the Corporation. To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling broker-dealer, as described in the Prospectus. |
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H. | The Distributor shall devote its best efforts to effect sales of Shares of the Fund but shall not be obligated to sell any certain number of Shares. |
I. | The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of any 12b-1 payments received by the Distributor. |
J. | The Distributor shall advise the Corporation promptly in writing of (i) the initiation of any proceedings against it, and (ii) any regulatory examination of its operations that results in a finding that would be reasonably likely to have a materially adverse impact on the Distributor’s relationship with the Corporation, in each case by the SEC or its staff, FINRA or any state regulatory authority. |
K. | The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable FINRA rules. |
3. | Representations and Covenants of the Corporation . |
A. | The Corporation hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
i. | it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
ii. | this Agreement has been duly authorized, executed and delivered by the Corporation in accordance with all requisite action and constitutes a valid and legally binding obligation of the Corporation, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; |
iii. | it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; |
iv. | there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; |
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v. | all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; |
vi. | the Registration Statement, and Prospectus included therein, have been prepared in material conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and |
vii. | the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Corporation or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor by the Corporation or its representatives pursuant to this Agreement shall be true and correct in all material respects. |
B. | The Corporation, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Corporation and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Corporation authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. |
C. | The Corporation shall advise the Distributor promptly in writing: |
i. | of any material correspondence or other communication by the Securities and Exchange Commission (the “ SEC ”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; |
ii. | in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; |
iii. | of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; |
iv. | of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and |
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v. | in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. |
D. | The Corporation shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. |
E. | The Corporation shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. |
F. | The Corporation shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Corporation shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Corporation by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Corporation shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Corporation and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. |
G. | The Corporation has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Corporation shall not enter into any agreement (whether orally or in writing) under which the Corporation directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Corporation fails to comply with the provisions of FINRA Rule 2830(k), the Corporation shall promptly notify the Distributor. |
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4. Additional Representations and Covenants of the Distributor . The Distributor hereby represents, warrants and covenants to the Corporation, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that:
A. | It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
B. | This Agreement has been duly authorized, executed and delivered by the Distributor in accordance with all requisite action and constitutes a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; |
C. | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; |
D. | It is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA; |
E. | It: (i) has adopted an anti-money laundering compliance program (“ AML Program ”) that satisfies the requirements of all applicable laws and regulations; (ii) undertakes to carry out its AML Program to the best of its ability; (iii) will promptly notify the Corporation and the Advisor if an inspection by the appropriate regulatory authorities of its AML Program identifies any material deficiency; and (vi) will promptly remedy any material deficiency of which it learns; and |
F. | In connection with all matters relating to this Agreement, it will comply with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations. |
5. | Standard of Care . |
A. | The Distributor shall use its best judgment and reasonable efforts in rendering services to the Corporation under this Agreement but shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by the Distributor in writing. The Distributor shall not be liable to the Corporation or any of the Corporation’s shareholders for any error of judgment or mistake of law, for any loss arising out of any investment, or for any action or inaction of the Distributor in the absence of gross negligence, bad faith or willful misfeasance in the performance of the Distributor’s duties or obligations under this Agreement or by reason of the Distributor’s reckless disregard of its duties and obligations under this Agreement |
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B. | The Distributor shall not be liable for any action taken or failure to act in good faith reliance upon: |
i. | the advice of the Corporation or of counsel, who may be counsel to the Corporation or counsel to the Distributor; |
ii. | any oral instruction which it receives and which it reasonably believes in good faith was transmitted by the person or persons authorized by the Board to give such oral instruction (the Distributor shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction); |
iii. | any written instruction or certified copy of any resolution of the Board, and the Distributor may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by the Distributor to have been validly executed; or |
iv. | any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by the Distributor to be genuine and to have been signed or presented by the Corporation or other proper party or parties; and the Distributor shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which the Distributor reasonably believes in good faith to be genuine. |
C. | The Distributor shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdowns, flood or catastrophe, epidemic, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. Notwithstanding the foregoing, the Distributor covenants that it shall at all times maintain commercially reasonable business continuity procedures, systems and facilities to mitigate (and uses reasonable efforts to mitigate) any losses resulting from any such circumstances beyond its reasonable control. |
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6. Compensation . The Distributor shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). The Distributor shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by the Distributor in performing its duties hereunder. The Corporation shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Corporation shall notify the Distributor in writing within 30 calendar days following receipt of each invoice if the Corporation is disputing any amounts in good faith. The Corporation shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Corporation is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Corporation to the Distributor shall only be paid out of the assets and property of the particular Fund involved. Such fees and expenses shall be paid to Distributor by the Corporation from Rule 12b-1 fees payable by the appropriate Fund or, if the Fund does not have a Rule 12b-1 plan, or if Rule 12b-1 fees are not sufficient to pay such fees and expenses, or if the Rule 12b-1 plan is discontinued, or if the Advisor otherwise determines that Rule 12b-1 fees shall not, in whole or in part, be used to pay Distributor, the Advisor shall be responsible for the payment of the amount of such fees and expenses not covered by Rule 12b-1 payments.
7. | Expenses . |
A. | The Corporation shall bear all costs and expenses in connection with the registration of its Shares with the SEC and its related compliance with state securities laws, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders, including but not limited to: (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statements and Prospectuses, as well as related advertising and sales literature; (iii) costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Corporation pursuant to Section 3(D) hereof. |
B. | The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification. The Distributor does not assume responsibility for any expenses not expressly assumed hereunder. |
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8. | Indemnification . |
A. | The Corporation shall indemnify, defend and hold the Distributor and each of its managers, officers, employees, representatives and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “ Distributor Indemnitees ”), free and harmless from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) (collectively, “ Losses ”) that the Distributor Indemnitees may sustain or incur or that may be asserted against a Distributor Indemnitee by any person to the extent (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Corporation or its agent, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) based upon the Corporation’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement; provided however that the Corporation’s obligation to indemnify the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Corporation or its counsel by the Distributor for the purpose of, and used in, the preparation thereof. The Corporation’s agreement to indemnify the Distributor Indemnitees is expressly conditioned upon the Corporation being notified of such action or claim of loss brought against the Distributor Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Distributor Indemnitees, unless the failure to give notice does not prejudice the Corporation; provided that the failure so to notify the Corporation of any such action shall not relieve the Corporation from any liability which the Corporation may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Corporation’s indemnity agreement contained in this Section 8(A). |
B. | The Corporation shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Corporation elects to assume the defense, such defense shall be conducted by counsel chosen by the Corporation and approved by the Distributor, which approval shall not be unreasonably withheld. In the event the Corporation elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Corporation does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Corporation, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Corporation and the Distributor Indemnitees, the Corporation will reimburse the Distributor Indemnitees for the reasonable fees and expenses of any counsel retained by them. The Corporation’s indemnification agreement contained in Sections 8(A) and 8(B) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of the Distributor Indemnitees and their successors. The Corporation shall promptly notify the Distributor of the commencement of any litigation or proceedings against the Corporation or any of its officers or directors in connection with the offer and sale of any of the Shares. |
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C. | The Corporation shall advance reasonable attorneys’ fees and other expenses incurred by any Distributor Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law. |
D. | The Distributor shall indemnify, defend and hold the Corporation and each of its directors, officers, employees, representatives and any person who controls the Corporation within the meaning of Section 15 of the 1933 Act (collectively, the “ Corporation Indemnitees ”), free and harmless from and against any and all Losses that the Corporation Indemnitees may sustain or incur or that may be asserted against a Corporation Indemnitee by any person to the extent (i) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement or any Prospectus, or in any annual or interim report to shareholders, or in any advertisements or sales literature prepared by the Distributor, or (ii) arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statement not misleading, or (iii) based upon the Distributor’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement; provided however that with respect to clauses (i) and (ii), above, the Distributor’s obligation to indemnify the Corporation Indemnitees shall only be deemed to cover Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any advertisement or sales literature in reliance upon and in conformity with written information relating to the Distributor and furnished to the Corporation or its counsel by the Distributor for the purpose of, and used in, the preparation thereof. The Distributor’s agreement to indemnify the Corporation Indemnitees is expressly conditioned upon the Distributor being notified of any action or claim of loss brought against the Corporation Indemnitees within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Corporation Indemnitees, unless the failure to give notice does not prejudice the Distributor; provided that the failure so to notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, otherwise than on account of the Distributor’s indemnity agreement contained in this Section 8(D). |
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E. | The Distributor shall be entitled to participate at its own expense in the defense, or if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Corporation, which approval shall not be unreasonably withheld. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Corporation Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, or in case the Corporation does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Corporation Indemnitees and the Distributor, the Distributor will reimburse the Corporation Indemnitees for the reasonable fees and expenses of any counsel retained by them. The Distributor’s indemnification agreement contained in Sections 8(D) and 8(E) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Corporation Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the benefit of the Corporation Indemnitees and their successors. The Distributor shall promptly notify the Corporation of the commencement of any litigation or proceedings against the Distributor or any of its officers or directors in connection with the offer and sale of any of the Shares. |
F. | The Distributor shall advance reasonable attorneys’ fees and other expenses incurred by any Corporation Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 8 to the maximum extent permissible under applicable law. |
G. | No party to this Agreement shall be liable to the other parties for consequential, special or punitive damages under any provision of this Agreement. |
H. | No person shall be obligated to provide indemnification under this Section 8 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of FINRA; provided however that , in such event indemnification shall be provided under this Section 8 to the maximum extent so permissible. |
9. Proprietary and Confidential Information . The Distributor agrees on behalf of itself and its affiliates, managers, officers, and employees to treat confidentially and as proprietary information of the Corporation, all records and other information relative to the Corporation and prior, present or potential shareholders of the Corporation (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Corporation, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted governmental or regulatory authorities (and upon such disclosure, to the extent not prohibited by applicable law, the Distributor shall provide written notice of such disclosure to the Corporation as promptly as reasonably practicable), or (iii) when so requested by the Corporation. Records and other information which have become known to the public through no wrongful act of the Distributor or any of its employees, agents or representatives, and information that was already legitimately in the possession of the Distributor prior to receipt thereof from the Corporation or its agent and was not subject to a duty of confidentiality, shall not be subject to this paragraph.
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Execution Copy
Further, the Distributor will adhere to the privacy policies adopted by the Corporation pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, the Distributor shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Corporation and its shareholders.
10. Compliance with Laws . The Corporation has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001 and the policies and limitations of the Fund relating to its portfolio investments as set forth in its Prospectus and statement of additional information. The Distributor’s services hereunder shall not relieve the Corporation of its responsibilities for assuring such compliance or the Board of Directors’ oversight responsibility with respect thereto.
11. | Term of Agreement; Amendment; Assignment . |
A. | This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by: (i) the Corporation’s Board, or (ii) the vote of a “majority of the outstanding voting securities” of a Fund, and provided that in either event, the continuance is also approved by a majority of the Corporation’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting called for the purpose of voting on such approval. |
B. | Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund: (i) through a failure to renew this Agreement at the end of a term, (ii) upon mutual consent of the parties, or (iii) upon not less than 60 days’ written notice, by either the Corporation upon the vote of a majority of the members of its Board who are not “interested persons” of the Corporation and have no direct or indirect financial interest in the operation of this Agreement, or by vote of a “majority of the outstanding voting securities” of a Fund, or by the Distributor. The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Corporation. If required under the 1940 Act, any such amendment must be approved by the Corporation’s Board, including a majority of the Corporation’s Board who are not “interested persons” of any party to this Agreement, by a vote cast in person at a meeting for the purpose of voting on such amendment. In the event that such amendment affects the Advisor, the written instrument shall also be signed by the Advisor. This Agreement will automatically terminate in the event of its “assignment.” |
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Execution Copy
C. | As used in this Section, the terms “majority of the outstanding voting securities,” “interested person,” and “assignment” shall have the same meaning as such terms have in the 1940 Act. |
D. | Sections 8 and 9 shall survive termination of this Agreement. |
12. Duties in the Event of Termination . In the event that, in connection with termination, a successor to any of the Distributor’s duties or responsibilities hereunder is designated by the Corporation by written notice to the Distributor, the Distributor will promptly, upon such termination and at the expense of the Corporation, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by the Distributor under this Agreement in a form reasonably acceptable to the Corporation (if such form differs from the form in which the Distributor has maintained the same, the Corporation shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from the Distributor’s personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Corporation.
13. Governing Law . This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.
14. No Agency Relationship . Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.
15. Services Not Exclusive . Nothing in this Agreement shall limit or restrict the Distributor from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
16. Invalidity . Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
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Execution Copy
17. Notices . Any notice required or permitted to be given by any party to the others shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other parties’ respective addresses as set forth below:
Notice to the Distributor shall be sent to:
Quasar Distributors, LLC
Attn: President
615 East Michigan Street
Milwaukee, Wisconsin 53202
notice to the Corporation shall be sent to:
Thompson IM Funds, Inc.
Attn: Fund Accounting and Administration
918 Deming Way, 3 rd Floor
Madison, WI 53717
and notice to the Advisor shall be sent to:
Thompson Investment Management
Attn: Fund Accounting and Administration
918 Deming Way, 3 rd Floor
Madison, WI 53717
19. Multiple Originals . This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
(signatures on the following page)
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Execution Copy
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.
The parties hereby agree that the Distribution Services provided by Quasar Distributors, LLC will continue as of the date of this Agreement.
THOMPSON IM FUNDS, INC . | QUASAR DISTRIBUTORS, LLC |
By: | /s/ Jason L. Stephens | By: | /s/ James R. Schoenike | |
Name: | Jason L. Stephens | Name: | James R. Schoenike | |
Title: | Chief Executive Officer | Title: | President |
THOMPSON INVESTMENT MANAGEMENT, INC.
(with respect to Sections 3 F. and 6 only)
By: | /s/ Jason L. Stephens | |
Name: | Jason L. Stephens | |
Title: | Chief Executive Officer |
15 |
Exhibit A
to the
Distribution Agreement
Separate Series of Thompson IM Funds, Inc.
Name of Series
Thompson Bond Fund
Thompson LargeCap Fund
Thompson MidCap Fund
A- 1 |
Exhibit B to the Distribution Agreement – Thompson IM Funds, Inc.
Fees from 9/1/2015 through 9/1/2016
REGULATORY DISTRIBUTION SERVICES
Basic Distribution Services*
· | Minimum annual fee – $[ ], payable monthly in arrears |
· | Market Value Fee at the annual rate listed below on average daily net assets, payable monthly in arrears |
[ ] basis point on assets from $[ ] to $[ ]
[ ] basis point on the next $[ ]
[ ] basis points on balance
· | CCO support services- $[ ] per year |
Default sales loads and distributor concession, if applicable, are paid to Quasar.
Standard Advertising Compliance Review
· | $[ ] per communication piece for the first [ ] pages (minutes if audio or video); $[ ] per page (minute if audio or video) thereafter. |
· | $[ ] FINRA filing fee per communication piece for the first [ ] pages (minutes if audio or video); $[ ] per page (minute if audio or video) thereafter. FINRA filing fee subject to change. (FINRA filing fee may not apply to all communication pieces.) |
Expedited Advertising Compliance Review
· | $[ ] for the first [ ] pages (minutes if audio or video); $[ ] per page (minute if audio or video) thereafter, [ ] hour initial turnaround. |
· | $[ ] FINRA filing fee per communication piece for the first [ ] pages (minutes if audio or video); $[ ] per page (minute if audio or video) thereafter. FINRA filing fee subject to change. (FINRA filing fee may not apply to all communication pieces.) |
Fund Fact Sheets
· | Design- $[ ] per fact sheet, includes first production |
· | Production- $[ ] per fact sheet per production period |
· | All printing costs are out of pocket expenses, and in addition to the deign fee and production fee |
· | Web sites, third party data provider costs, brochures, and other sales support materials – Project priced via Quasar proposal |
FINRA Licensing of Investment Advisor’s Staff (if desired) as broker-dealer representatives
· | $[ ] per year per registered representative |
· | Quasar is limited to these licenses for sponsorship: Series, 6, 7, 24, 26, 27, 63, 66 |
· | Plus all associated FINRA and State fees for registered representatives, including license and renewal fees. |
FINRA Branch Office Expense (if applicable)
$[ ] per FINRA designated branch location
Out-of-Pocket Expenses (if applicable)*
Reasonable out-of-pocket expenses incurred by the Distributor in connection with activities primarily intended to result in the sale of Shares, including, without limitation:
· | Typesetting, printing and distribution of Prospectuses and shareholder reports |
· | Production, printing, distribution and placement of advertising and sales literature and materials |
· | Engagement of designers, free-lance writers and public relations firms |
· | Postage, overnight delivery charges |
· | Overnight delivery charges |
· | FINRA registration fees and other costs to fulfill regulatory requirements |
· | Record Retention (Including RR email correspondence if applicable) |
· | Travel, lodging and meals |
Fees are billed monthly. *Subject to annual CPI increase - All Urban Consumers - U.S. City Average
B- 1 |
Exhibit (E)(2)
Quasar Distributors, LLC
Thompson IM Funds
SALES AGREEMENT
From:
To: | Quasar Distributors, LLC |
Ladies and Gentlemen:
We desire to enter into an agreement with you for the sale and distribution of the shares of each open-end investment company (or class or series thereof having a separate portfolio) for which you act as principal underwriter. Each such investment company (or such a class or series) is hereafter referred to as a “Fund”. A list of Funds at the present time is attached hereto as Appendix A. Upon acceptance of this Agreement by you, we understand that we may offer and sell shares of each of the Funds (whether or not listed in Appendix A), subject, however, to all of the terms and conditions hereof and to your right, without notice, to suspend and terminate the sale of the shares of any one or more of the Funds.
1. | We understand that the shares of each Fund will be offered and sold at the current offering price in effect at the time the order for such shares is confirmed and accepted by you. All purchase requests and applications submitted by us are subject to acceptance or rejection in your sole discretion, and, if accepted, each purchase will be deemed to have been consummated at your office. |
2. | (a) We certify that (i) we are registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) or are exempt from registration as a broker-dealer under the 1934 Act, (ii) we are qualified as a broker-dealer in all states or other jurisdictions in which we sell Fund Shares or are exempt from registration as a broker-dealer in all states or other jurisdictions in which we sell Fund Shares, and, (iii) if we sell shares in additional states or jurisdictions in the future, we will become qualified to act as a dealer in each such state or jurisdiction prior to selling any Fund shares or will confirm an exemption from registration as a broker-dealer in each such state or jurisdiction prior to selling any Fund shares. We further agree to comply with all applicable state and federal laws and the rules and regulations of authorized regulatory agencies. We agree that we will sell or offer for sale shares of each Fund in only those states or jurisdictions whose laws permit the sale in question, whether or not such permission is dependent on registration or qualification of a Fund or its shares under such law. We shall maintain any filings and licenses required by federal and state laws to conduct the business contemplated under this Agreement. We agree to notify Quasar immediately in the event of any finding that we violated any applicable federal or state law, rule or regulation arising out of our activities as a broker-dealer or in connection with this Agreement, or which may otherwise affect in any material way our ability to act in accordance with the terms of this Agreement. |
(b) If we are a “bank,” as such term is defined in Section 3(a)(6) of the 1934 Act, we further represent and warrant that we are a member of the Federal Deposit Insurance Corporation (“FDIC”) in good standing and agree to notify Quasar immediately of any changes in our status with the FDIC.
(c) If we are registered as a broker-dealer under the 1934 Act, we represent and warrant that we are a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”) and that we agree to abide by the Conduct Rules of the NASD. We agree to notify Quasar immediately in the event of our expulsion or suspension from the NASD.
(d) If we are registered as a broker-dealer under the 1934 Act, we further represent and warrant that we are a member of the Securities Investor Protection Corporation (“SIPC”) in good standing and agree to notify Quasar immediately of any changes in our status with SIPC.
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3. | We will offer and sell the shares of each Fund only in accordance with the terms and conditions set forth in the then current Prospectus relating to the Fund (which term “Prospectus” used herein shall include any related statement of additional information), and we will make no representations not included in said Prospectus or in any supplemental sales material authorized and supplied by you. We will use our best efforts in the development and promotion of sales of shares of each Fund and agree to be responsible for the proper instruction and training of all sales personnel employed by or associated with us, in order that such shares will be offered in accordance with the terms and conditions of this Agreement and all applicable laws, rules and regulations. |
We shall be permitted to accept orders for the purchase, exchange or redemption of Shares of the Funds on each business day that the New York Stock Exchange is open for business and a Fund’s net asset value is determined (“Business Day”). We shall not be required to accept orders on any Business Day on which Dealer is not open for business. If orders are accepted by us prior to the latest time at which a Fund’s net asset value is to be calculated as determined by its Board of Directors/Trustees, which is typically as of the close of the New York Stock Exchange on that Business Day (“Close of Trading”), such orders shall be treated as having been received on that Business Day. If such orders are received after Close of Trading on a Business Day, they shall not be treated as having been accepted by us on such Business Day.
All purchase orders shall be placed at, and in accordance with the applicable discount schedules set forth in the Fund’s then current prospectus (“Breakpoints”).
We agree to hold you and/or each Fund harmless and indemnify you and/or each Fund in the event that we, or any of our sales representatives should violate any law, rule or regulation, or any provisions of this Agreement, which violation may result in liability to you and/or any Funds; and in the event that you and/or any Fund determine to refund any amounts paid by any investor by reason of any such violation on our part, we shall return to you and/or that Fund any commission previously paid or discounts allowed by you to us with respect to the transaction for which the refund is made. All expenses which we incur in connection with our activities under this Agreement shall be borne by us.
4. | We understand and agree that the sales charge and dealer commission relative to any sales of shares of a Fund made by us will be in an amount as set forth in the then current Prospectus relating to the Fund or in separate written notice to us. |
5. | Payment for purchases of shares of each Fund made by wire order from us shall be made to you or for your account and received by you within three business days after the acceptance of our order or such shorter time as may be required by law. If such payment is not received by you, we understand that you reserve the right, without notice, to cancel the sale, or, at your option, to sell the shares ordered by us back to the applicable Fund, in which latter case we may be held responsible for any loss, including loss of profit, suffered by you and/or the Fund, resulting from our failure to make the aforesaid payment. Where sales of the shares of the Fund are contingent upon the receipt of payment therefor, we will forward promptly to you any purchase orders and/or payments received by us from investors. |
6. | We agree to purchase shares only from you or from our customers. If we purchase shares from you, we agree that all such purchases shall be made only to cover orders received by us from our customers, or for our own bona fide investment. If we purchase shares from our customers, we agree to pay such customers not less than the redemption price as established by the then applicable current Prospectus. |
7. | Unless at the time of transmitting an order we advise you to the contrary, you may consider the order to be the total holding of an investor and assume that the investor is not entitled to any reduction in sales price beyond that accorded to the amount of the purchase as determined by the schedule set forth in the then applicable current Prospectus. |
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8. | We understand and agree that if any shares sold by us under the terms of this Agreement are redeemed by a Fund or are repurchased by you as agent for that Fund or are tendered to that Fund for redemption within seven business days after the confirmation to us of our purchase order for such shares, we will promptly refund to you the full amount of the commission allowed to us on the original sale. |
9. | Your obligations to us under this Agreement are subject to all the provisions of any agreement entered into between you and the applicable Fund (or investment company of which a Fund is a class or series). We understand and agree that in performing our services covered by this Agreement we are acting as principal, and you are in no way responsible for the manner of our performance or for any of our acts or omissions in connection therewith. Nothing in this Agreement shall be construed to constitute us or any of our agents, employees or representatives as your agent, partner or employee, or the agent or employee of a Fund. |
10. | We may terminate this Agreement by notice in writing to you, which termination shall become effective thirty days after the date of mailing to you. We agree that you have and reserve the right, in your sole discretion without notice, to suspend sales of shares of any of the Funds, or to withdraw entirely the offering of shares of any of the Funds, or, in your sole discretion, to modify, amend or cancel this Agreement upon written notice to us of such modification, amendment or cancellation, which shall be effective on the date stated in such notice. Without limiting the foregoing, you may terminate this Agreement for cause on violation by us of any of the provisions of this Agreement, said termination to become effective on the date of mailing notice to us of such termination. Without limiting the foregoing, any provision hereof to the contrary notwithstanding, our expulsion from the NASD will automatically terminate this Agreement without notice; our suspension from NASD or violation of applicable state or federal laws or rules or regulations of authorized regulatory agencies will terminate this Agreement effective upon the date of your mailing notice to us of such termination. Your failure to terminate for any cause shall not constitute a waiver of your right to terminate at a later date for any such cause. All notices hereunder shall be to the respective parties at the address listed herein, unless changed by notice given in accordance with this Agreement. |
11. | This Agreement shall become effective as of the date it is executed and dated by you below. This Agreement may not be assigned or transferred; provided, however, that you may assign or transfer this Agreement to any successor firm or distributor of any of the Funds. |
12. | Both parties hereto agree to preserve the confidentiality of any and all materials and information furnished by either party in connection with this Agreement. The provisions of this Paragraph shall not apply to any information which is: (a) independently developed by the receiving party, provided the receiving party can satisfactorily demonstrate such independent development with appropriate documentation; (b) known to the receiving party prior to disclosure by the disclosing party; (c) lawfully disclosed to the receiving party by a third party not under a separate duty of confidentiality with respect thereto to the disclosing party; or (d) otherwise publicly available through no fault or breach by the receiving party. |
In accordance with Regulation S-P, the parties hereto will not disclose any non-public personal information, as defined in Regulation S-P, regarding any Customer; provided, however, that either party hereto may disclose such information as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to such party, or as may be required by law. Both parties agree to use reasonable precautions to protect and prevent the unintentional disclosure of such non-public personal information.
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13. | We represent and warrant that we have adopted an anti-money laundering program (“AML Program”) that complies with the Bank Secrecy Act, as amended by the USA PATRIOT Act, and any future amendments (the “PATRIOT Act,” and together with the Bank Secrecy Act, the “Act”), the rules and regulations under the Act, and the rules, regulations and regulatory guidance of the SEC, the NASD or any other applicable self-regulatory organization (collectively, “AML Rules and Regulations”). We further represent that our AML Program, at a minimum, (1) designates a compliance officer to administer and oversee the AML Program, (2) provides ongoing employee training, (3) includes an independent audit function to test the effectiveness of the AML Program, (4) establishes internal policies, procedures, and controls that are tailored to its particular business, (5) will include a customer identification program consistent with the rules under section 326 of the Act, (6) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (7) provides for screening all new and existing customers against the Office of Foreign Asset Control (“OFAC”) list and any other government list that is or becomes required under the Act, and (8) allows for appropriate regulators to examine our AML books and records. |
14. | To the extent that state law has not been preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be construed and enforced in accordance with the laws of the State of Wisconsin. |
15. | We represent that we have and will maintain policies and procedures to detect and prevent any market timing transaction that contravenes the restrictions or prohibitions on market timing, if any, as found in the then current Funds’ prospectus and/or statement of additional information. We acknowledge that we are responsible for the sales activities of our licensed representatives including, among other things, improper trading activity in violation of the terms and conditions of the Fund’s then current prospectus. |
16. | We agree, to the extent it maintains one or more omnibus accounts with the Fund’s transfer agent, that it will apply and implement any required redemption fee to shareholder accounts on the our recordkeeping system. We will immediately inform the Distributor if it is unable to comply with any part of this redemption fee requirement. |
Further, upon reasonable request by the Fund, We agree to share information concerning its customers that may include, but is not necessarily limited to: (i)Taxpayer Identification Numbers of all shareholders that purchased, redeemed, transferred, or exchanged shares of the Fund held through an account with us; (ii) the amount and dates of such shareholder purchases, redemptions, transfers and exchanges; and (iii) any other information the Fund or its agent reasonably requests concerning identification or transactions of Fund shareholders .
17. | Further, We agree, upon request of the Fund or its agent, to execute instructions from the Fund to restrict or prohibit further purchases or exchanges of Fund shares by a shareholder who has been identified by the Fund as having engaged in frequent trading transactions of fund shares (directly or indirectly through our accounts) that may violate policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund. |
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Accepted: | ||
Firm | Quasar Distributors, LLC | |
Street Address | Authorized Signature Date | |
James Schoenike, President | ||
City State Zip Code | Name and Title | |
Authorized Signature Date | ||
Name and Title |
Return signed agreements to:
Quasar Distributors, LLC
Dealer Agreement Department
615 East Michigan Street
Milwaukee, WI 53202
A fully executed original will be returned for your records.
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BILATERAL NETWORKING AGREEMENT
This Agreement is made March 22, 2016, by and between Quasar Distributors, LLC, a Delaware limited liability company, and ____________________, an entity that engages in the purchase and sale of shares of the Funds listed on Appendix A hereto (collectively, the "Funds").
The undersigned parties each agree to comply with the National Securities Clearing Corporation rules and procedures as stated in the Standard Networking Agreement issued in the ICI Memorandum dated April 23, 1993.
Quasar Distributors, LLC | ||||
By: | Date: | |||
James Schoenike, President |
Firm | ||||
By: | Date: | |||
Name: | ||||
Title: |
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NSCC
# |
Alpha
Code |
Mutual
Fund
Thompson IM Funds |
F/S |
N/W
Level |
Cusip # | NASDAQ Symbol | ||||||
5557 | A3 | Bond Fund | Yes | All | 884891201 | THOPX | ||||||
5557 | A3 | Large Cap Fund | Yes | All | 884891300 | THPGX | ||||||
5557 | A3 | Mid Cap Fund | Yes | All | 884891607 | THPMX | ||||||
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Exhibit (E)(3)
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, WI 53202
DEALER AGREEMENT
This Agreement is made as of __________, 20__, by and among Quasar Distributors, LLC (“Quasar”), a Delaware limited liability company, _____________ (“Dealer”), a ______________ corporation, and Thompson Investment Management, Inc., a Delaware limited liability company (solely with respect to Section 5 hereto).
WHEREAS, Thompson IM Funds, Inc. is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company and currently offers for public sale shares of common stock (“Shares”) in the separate series of the Fund Company listed on Schedule A, as may be amended from time to time (each, a “Fund”);
WHEREAS, Quasar serves as principal underwriter in connection with the offering and sale of the Shares of each Fund pursuant to a Distribution Agreement, and
WHEREAS, Dealer desires to serve as a selected dealer for the Shares of the Funds.
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, Quasar and Dealer agree as follows:
1. Selected Dealer .
(a) Dealer agrees to offer and sell Shares only at the public offering price currently in effect, in accordance with the terms of the then-current prospectus(es), including any supplements or amendments thereto, of each Fund (“Prospectus”). The Dealer agrees to act only as agent on behalf of its customers ("Customers") in such transactions and shall not have authority to act as agent for the Funds, for Quasar, or for any other dealer in any respect. All purchase orders are subject to acceptance by Quasar and the relevant Fund and become effective only upon confirmation by Quasar or an agent of the Fund. In its sole discretion, either the Fund or Quasar may reject any purchase order and may, provided notice is given to Dealer, suspend sales or withdraw the offering of Shares entirely.
(b) Dealer agrees that, if requested by Quasar, it will undertake from time to time certain shareholder servicing activities (“shareholder services”) as requested by Quasar, for Customers who have purchased Shares. Dealer may perform these duties itself or subcontract them to a third party of its choice. These shareholder services may include, but are not limited to, one or more of the following services as determined by Quasar: (i) maintaining accounts relating to Customers that invest in Shares; (ii) providing information periodically to Customers showing their positions in Shares; (iii) arranging for bank wires; (iv) responding to Customer inquiries relating to the services performed by Dealer; (v) responding to routine inquiries from Customers concerning their investments in Shares; (vi) forwarding shareholder communications from the Funds (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to Customers; (vii) processing purchase, exchange and redemption requests from Customers and placing such orders with the Funds’ service providers; (viii) assisting Customers in changing dividend options, account designations, and addresses; (ix) providing subaccounting with respect to Shares beneficially owned by Customers; (x) processing dividend payments from the Funds on behalf of Customers; and (xi) providing such other similar services as Quasar may reasonably request to the extent Dealer is permitted to do so under applicable laws or regulations.
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2. Procedures for Purchases . The procedures relating to all orders and the handling of them shall be made in accordance with the procedures set forth in each Fund’s Prospectus, and to the extent consistent with the Prospectus, written instructions forwarded to Dealer by Quasar from time to time.
Dealer shall be permitted to accept orders for the purchase, exchange or redemption of Shares of the Funds on each business day that the New York Stock Exchange is open for business and a Fund’s net asset value is determined (“Business Day”). Dealer shall not be required to accept orders on any Business Day on which Dealer is not open for business. If orders are accepted by Dealer prior to the latest time at which a Fund’s net asset value is to be calculated as determined by its Board of Directors/Trustees, which is typically as of the close of the New York Stock Exchange on that Business Day (“Close of Trading”), such orders shall be treated as having been received on that Business Day. If such orders are received after Close of Trading on a Business Day, they shall not be treated as having been accepted by Dealer on such Business Day.
All purchase orders shall be placed at, and in accordance with the applicable discount schedules set forth in the Fund’s Prospectus.
3. Settlement and Delivery for Purchases . Transactions shall be settled by Dealer by payment in federal funds of the full purchase price to the Fund’s transfer agent in accordance with applicable procedures. Payment for Shares shall be received by the Fund’s transfer agent by the later of (a) the end of the third business day following Dealer’s receipt of the Customer’s order to purchase such Shares or (b) the end of one business day following Dealer’s receipt of the Customer’s payment for such Shares, but in no event later than the end of the sixth business day following Dealer’s receipt of the Customer’s order. If such payment is not received within the time specified, the sale may be canceled forthwith without any responsibility or liability on Quasar’s part or on the part of the Funds to Dealer or its Customers. In addition, Dealer will be responsible to the Fund and/or Quasar for any losses suffered on the transaction.
4. Procedures for Redemption, Repurchase and Exchange . Redemption or repurchases of Shares as well as exchange requests shall be made in accordance with the procedures set forth in each Fund’s Prospectus, and to the extent consistent with the Prospectus, written instructions forwarded to Dealer by Quasar from time to time.
5. Compensation . For the services provided under the terms of this Agreement, Dealer shall be eligible to receive a fee of 0.___% of the average daily net assets of the Fund (computed on an annual basis) which are owned of record by Dealer as nominee for its Customers or which are owned by those Customers of Dealer whose records, as maintained by the Fund or its agent, designate Dealer as the Customer’s dealer or service provider of record.
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If any Shares sold by Dealer under the terms of this Agreement are redeemed by a Fund or tendered for redemption or repurchased by a Fund or by Quasar as agent within seven business days after the date Dealer purchased such Shares, Dealer shall notify Quasar in writing and shall forfeit its right to any discount or commission received by or allowed to Dealer from the original sale.
6. Expenses . Dealer agrees that it will bear all expenses incurred in connection with its performance of this Agreement.
7. Dealer Registration .
(a) Dealer represents and warrants that (i) it is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) or is exempt from registration as a broker-dealer under the 1934 Act, (ii) it is qualified as a broker-dealer in all states or other jurisdictions in which it sells Fund Shares or is exempt from registration as a broker-dealer in all states or other jurisdictions in which it sells Fund Shares, and, (iii) if it sells Shares in additional states or jurisdictions in the future, will become qualified to act as a dealer in each such state or jurisdiction prior to selling any Fund Shares or will confirm an exemption from registration as a broker-dealer in each such state or jurisdiction prior to selling any Fund Shares.
(b) Dealer shall maintain any filings and licenses required by federal and state laws to conduct the business contemplated under this Agreement. Dealer agrees to notify Quasar immediately in the event of any finding that it violated any applicable federal or state law, rule or regulation arising out of its activities as a broker-dealer or in connection with this Agreement, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement.
(c) If Dealer is a “bank,” as such term is defined in Section 3(a)(6) of the 1934 Act, Dealer further represents and warrants that it is a member of the Federal Deposit Insurance Corporation (“FDIC”) in good standing and agrees to notify Quasar immediately of any changes in Dealer’s status with the FDIC.
(d) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer represents and warrants that it is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”) and that it agrees to abide by the Conduct Rules of the NASD. Dealer agrees to notify Quasar immediately in the event of its expulsion or suspension from the NASD.
(e) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer further represents and warrants that it is a member of the Securities Investor Protection Corporation (“SIPC”) in good standing and agrees to notify Quasar immediately of any changes in Dealer’s status with SIPC.
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8. Compliance With Federal and State Laws .
(a) Dealer will not sell any of the Shares except in compliance with all applicable federal and state securities laws. In connection with sales and offers to sell Shares, Dealer will furnish or cause to be furnished to each person to whom any such sale or offer is made, at or prior to the time of offering or sale, a copy of the Prospectus and, if requested, the related SAI. Quasar shall be under no liability to Dealer except for lack of good faith and for obligations expressly assumed by Quasar herein. Nothing herein contained, however, shall be deemed to be a condition, stipulation or provision binding any persons acquiring any security to waive compliance with, or to relieve the parties hereto from any liability arising under, the federal securities laws.
(b) Quasar shall, from time to time, inform Dealer as to the states and jurisdictions in which Quasar believes the Shares have been qualified for sale under, or are exempt from the requirements of, the respective securities laws of such states and jurisdictions. Dealer agrees that it will not knowingly offer or sell Shares in any state or jurisdiction in which such Shares are not qualified, unless any such offer or sale is made in a transaction that qualifies for an exemption from registration.
(c) Quasar assumes no responsibility in connection with the registration of Dealer under the laws of the various states or under federal law or Dealer’s qualification under any such law to offer or sell Shares.
9. Unauthorized Representations . No person is authorized to make any representations concerning Shares of the Funds except those contained in the Prospectus, SAI and printed information issued by each Fund or by Quasar as information supplemental to each Prospectus. Quasar shall, upon request, supply Dealer with reasonable quantities of Prospectuses and SAIs. Dealer agrees not to use other advertising or sales material relating to the Funds unless approved by Quasar in advance of such use. Neither party shall use the name of the other party in any manner without the other party’s written consent, except as required by any applicable federal or state law, rule or regulation, and except pursuant to any mutually agreed upon promotional programs.
10. Confirmations . Dealer agrees to send confirmations of orders to its Customers as required by Rule 10b-10 of the 1934 Act. In the event the Customers place orders directly with the Fund or any of its agents, confirmations will be sent to such Customers, as required, by the Fund’s transfer agent.
11. Records . Dealer agrees to maintain all records required by applicable state and federal laws and regulations relating to the offer and sale of Shares to its Customers, and upon the reasonable request of Quasar, or of the Funds, to make these records available to Quasar or the Fund’s administrator as reasonably requested. On orders placed directly with the Fund or its agents, the Fund’s transfer agent will maintain all records required by state and federal laws and regulations relating to the offer and sale of Shares.
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12. Taxpayer Identification Numbers . Dealer agrees to obtain any taxpayer identification number certification from its Customers required under the Internal Revenue Code and any applicable Treasury regulations, and to provide Quasar or its designee with timely written notice of any failure to obtain such taxpayer identification number certification in order to enable the implementation of any required backup withholding.
13. Indemnification .
(a) Dealer shall indemnify and hold harmless Quasar, each Fund, the transfer agent and administrator of the Funds, and their respective affiliates, officers, directors, agents, employees and controlling persons from all direct or indirect liabilities, losses or costs (including reasonable attorneys’ fees) arising from, related to or otherwise connected with any breach by Dealer of any provision of this Agreement.
(b) Quasar shall indemnify and hold harmless Dealer and its affiliates, officers, directors, agents, employees and controlling persons from and against any and all direct or indirect liabilities, losses or costs (including reasonable attorneys’ fees) arising from, related to or otherwise connected with any breach by Quasar of any provision of this Agreement.
(c) The Agreement of the parties in this Paragraph to indemnify each other is conditioned upon the party entitled to indemnification (the “Indemnified Party”) notifying the other party (the “Indemnifying Party”) promptly after the summons or other first legal process for any claim as to which indemnity may be sought is served on the Indemnified Party, unless failure to give such notice does not prejudice the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from it, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be approved by the Indemnified Party (which approval shall not unreasonably be withheld), and that the Indemnified Party may participate in such defense at its expense. The failure of the Indemnified Party to give notice as provided in this subparagraph (c) shall not relieve the Indemnifying Party from any liability other than its indemnity obligation under this Paragraph. No Indemnifying Party, in the defense of any such claim or litigation, shall, without the written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect to such claim or litigation.
14. No Agency Created . Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of any of the Funds or of Quasar, and Dealer is not authorized to act for Quasar or for any Fund or to make any representations on Quasar’s or the Funds’ behalf. Dealer acknowledges that this Agreement is not exclusive and that Quasar may enter into similar arrangements with other broker-dealers.
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15. Term, Termination, Assignment and Amendment .
(a) This Agreement shall commence on the date first set forth above and shall continue in effect with respect to a Fund for more than one year only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act.
(b) Either party to this Agreement may terminate this Agreement by giving ten days’ written notice to the other.
(c) This Agreement shall terminate automatically with respect to any Fund if (i) Dealer files a petition in bankruptcy, (ii) a trustee or receiver is appointed for Dealer or its assets under federal bankruptcy laws, (iii) Dealer’s registration as a broker-dealer with the Securities and Exchange Commission is suspended or revoked, (iv) Dealer’s NASD membership is suspended or revoked, (v) an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970 is filed against Dealer, or (vi) the Distribution Agreement between Quasar and a Fund is terminated (including as a result of an assignment). This Agreement also shall terminate automatically in the event of its “assignment,” within the meaning of the 1940 Act.
(d) Termination of this Agreement by operation of this Paragraph 15 shall not affect any unpaid obligations under Paragraphs 3, 5 or 6 of this Agreement or the liability, legal and indemnity obligations set forth under Paragraphs 7, 8, 9 or 13 of this Agreement.
(e) This Agreement may be amended by Quasar upon written notice to Dealer, and Dealer shall be deemed to have consented to such amendment upon effecting any purchases of Shares for its own account or on behalf of any Customer's accounts following Dealer's receipt of such notice.
16. Notices . Except as otherwise specifically provided in this Agreement, any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service or 3 days after sent by registered or certified mail, postage prepaid, return receipt requested or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below:
Notice to Quasar shall be sent to:
Quasar Distributors, LLC
Attn: Dealer Agreement Department
615 East Michigan Street
Milwaukee, WI 53202
notice to Dealer shall be sent to:
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notice to Thompson Invesment Management, INC.
Thompson Invesment Management, INC.
Attn:
918 Demming Way, 3 rd Floor
Madison, WI 53717
17. 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 binding upon and shall inure to the benefit of the parties hereto and their respective successors.
18. Governing Law . This Agreement shall be construed in accordance with the laws (without regard, however, to conflicts of law principles) of the State of Wisconsin, provided that no provision shall be construed in a manner not consistent with the 1940 Act or any rule or regulation thereunder.
19. Arbitration . Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be settled by arbitration in acordance with the then existing NASD Code of Arbitration Procedure. Any arbitration shall be conducted in Milwaukee, Wisconsin, and each arbitrator shall be from the securities industry. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
20. Confidentiality . Quasar and Dealer agree to preserve the confidentiality of any and all materials and information furnished by either party in connection with this Agreement. The provisions of this Paragraph shall not apply to any information which is: (a) independently developed by the receiving party, provided the receiving party can satisfactorily demonstrate such independent development with appropriate documentation; (b) known to the receiving party prior to disclosure by the disclosing party; (c) lawfully disclosed to the receiving party by a third party not under a separate duty of confidentiality with respect thereto to the disclosing party; or (d) otherwise publicly available through no fault or breach by the receiving party.
In accordance with Regulation S-P, the parties hereto will not disclose any non-public personal information, as defined in Regulation S-P, regarding any Customer; provided, however, that Dealer or Quasar may disclose such information to any party as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to Dealer or Quasar, or as may be required by law. Both parties agrees to use reasonable precautions to protect and prevent the unintentional disclosure of such non-public personal information.
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21. Anti-Money Laundering Program . Dealer represents and warrants that it has adopted an anti-money laundering program (“AML Program”) that complies with the Bank Secrecy Act, as amended by the USA PATRIOT Act, and any future amendments (together with the Bank Secrecy Act, the “Act”), the rules and regulations under the Act, and the rules, regulations and regulatory guidance of the SEC, the NASD or any other applicable self-regulatory organization. Dealer further represents that its AML Program, at a minimum, (1) designates a compliance officer to administer and oversee the AML Program, (2) provides ongoing employee training, (3) includes an independent audit function to test the effectiveness of the AML Program, (4) establishes internal policies, procedures, and controls that are tailored to its particular business, (5) will include a customer identification program consistent with the rules under section 326 of the Act, (6) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (7) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the Act, and (8) allows for appropriate regulators to examine Dealer’s AML books and records.
22. Market Timing. Dealer represents that it has and will maintain policies and procedures to detect and prevent any market timing transaction that contravenes the restrictions or prohibitions on market timing, if any, as found in the then current Funds’ prospectus and/or statement of additional information. Dealer acknowledges that it is responsible for the sales activities of its licensed representatives including, among other things, improper trading activity in violation of the terms and conditions of the Fund’s then current prospectus.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated as of the day and year first written above.
QUASAR DISTRIBUTORS, LLC | ||
By: | ||
James Schoenike, President |
DEALER | ||
By: | ||
Type Name: |
THOMPSON INVESTMENT MANAGEMENT, INC. | ||
(solely with respect to Section 5 hereto) | ||
By: | ||
Type Name: |
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Schedule A
Names of Funds
NSCC
# |
Alpha
Code |
Mutual
Fund
Thompson IM Funds |
F/S |
N/W
Level |
Cusip # | NASDAQ Symbol | ||||||
5557 | A3 | Bond Fund | Yes | All | 884891201 | THOPX | ||||||
5557 | A3 | Large Cap Fund | Yes | All | 884891300 | THPGX | ||||||
5557 | A3 | Mid Cap Fund | Yes | All | 884891607 | THPMX | ||||||
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Exhibit (G)(2)
THOMPSON IM FUNDS, INC.
FIRST AMENDMENT TO THE AMENDED AND RESTATED CUSTODY AGREEMENT
THIS FIRST AMENDMENT dated as of the 19 th day of August, 2015, to the Amended and Restated Custody Agreement, dated as of May 9, 2013 (the "Agreement"), is entered into by and between Thompson IM Funds, Inc., a Wisconsin corporation (the "Corporation") and U.S. Bank, N.A. , a national banking association (the "Custodian").
RECITALS
WHEREAS, the parties have entered into an Agreement; and
WHEREAS, the Corporation and the Custodian desire to amend the fees of the Agreement; and
WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit C of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF , the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
THOMPSON IM FUNDS, INC. | U.S. BANK, N.A. |
By: | /s/ Jason L. Stephens | By: | /s/ Michael R. McVoy | |
Name: | Jason L. Stephens | Name: | Michael R. McVoy | |
Title: | Chief Executive Officer | Title: | Senior Vice President. |
1 |
Amended Exhibit C to the Custody Agreement – Thompson IM Funds, Inc.
Annual Fees effective September 1, 2015 through September 1, 2016 |
Annual Fee Based Upon Fund Assets for Entire Fund Complex* [ ] basis point on the first [ ] of average daily market value of all long securities and cash held in the complex. [ ] basis points on the next [ ] [ ] basis points on the balance Plus portfolio transaction fees
Portfolio Transaction Fees $[ ] per book entry DTC transaction $[ ] per principal paydown $[ ] per US Bank repurchase agreement transaction, reverse repurchase agreement, time deposit/CD or other non-depository transaction. $[ ] per option/SWAPS/future contract written, exercised or expired $[ ] per book entry Federal Reserve transaction $[ ] per mutual fund trade $[ ] per physical security transaction $[ ] per disbursement (waived if U.S. Bancorp is Administrator) $[ ] per Fed Wire $[ ] per margin variation Fed wire $[ ] per segregated account per year
· A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange. · Overdrafts – charged to the account at prime interest rate plus [ ] unless a line of credit is in place. · No charge for the initial conversion free receipt. · Additional fees apply for global servicing.
Chief Compliance Officer Support Fee* $[ ] annually
Plus out-of-pocket expenses Including, but not limited to, expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges and extraordinary expenses based upon complexity and all other out-of-pocket expenses.
|
* Subject to annual CPI increase – All Urban Consumers – U.S. City Average
Fees are calculated pro rata and billed monthly.
2 |
Amended Exhibit C (continued) Global Sub-Custodial Services Annual Fee Schedule effective September 1, 2015 through September 1, 2016
[ ]
*Safekeeping and transaction fees are assessed on security and currency transactions.
3 |
Amended Exhibit C (continued)-Global Sub-Custodial Services Annual Fee Schedule effective September 1, 2015 through September 1, 2016
Annual Base Fee - A monthly minimum charge per account (fund) will apply based on the number of foreign securities held.
§ | [ ] - [ ] foreign securities: $ [ ] |
§ | [ ] - [ ] foreign securities: $ [ ] |
§ | Over [ ] foreign securities: $ [ ] |
§ | Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge. |
§ | For all other markets specified above, surcharges may apply if a security is held outside of the local market. |
Tax Reclamation Services: Tax reclaims that have been outstanding for more than [ ] ( [ ] ) months with the client will be charged $ [ ] per claim.
Out of Pocket Expenses
§ | Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. |
§ | A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate. |
§ | SWIFT reporting and message fees. |
4 |
Exhibit (H)(4)
Execution Copy
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 19 th day of August, 2015, by and between THOMPSON IM FUNDS, INC. , a Wisconsin corporation (the “Corporation”), and U.S. BANCORP FUND SERVICES, LLC , a Wisconsin limited liability company (“USBFS”). This Agreement supersedes and replaces the Transfer Agent Servicing Agreement dated November 30, 2003, as amended.
WHEREAS, the Corporation is registered under the Investment Corporation Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and is authorized to issue shares of beneficial interest in separate series, with each such series representing interests in a separate portfolio of securities and other assets;
WHEREAS, USBFS is, among other things, in the business of administering transfer and dividend disbursing agent functions for the benefit of its customers; and
WHEREAS, the Corporation desires to retain USBFS to provide transfer and dividend disbursing agent services to each series of the Corporation listed on Exhibit A hereto (as amended from time to time) (each a “Fund” and collectively, the “Funds”).
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. | Appointment of USBFS as Transfer Agent |
The Corporation hereby appoints USBFS as transfer agent of the Corporation on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBFS hereunder.
2. | Services and Duties of USBFS |
USBFS shall provide the following transfer agent and dividend disbursing agent services to each Fund:
A. | Receive and process all orders for the purchase, exchange, and/or redemption of Fund shares in accordance with Rule 22c-1 under the 1940 Act, other applicable regulations, and as specified in the Funds’ prospectus (the “Prospectus”). |
B. | Process purchase orders with prompt delivery, where appropriate, of payment and supporting documentation to the shareholder based on the shareholder’s or the Corporation’s custodian instructions, and record the appropriate number of shares being held in the appropriate shareholder account. |
1 |
Execution Copy |
C. | Process redemption requests received in good order and, where relevant, deliver appropriate documentation to the Corporation’s custodian. |
D. | Pay proceeds upon receipt from the Corporation’s custodian, where relevant, in accordance with the instructions of redeeming shareholders. |
E. | Process transfers of shares in accordance with the shareholder’s instructions, after receipt of appropriate documentation from the shareholder as specified in the Prospectus. |
F. | Prepare and transmit payments, or apply reinvestments for income dividends and capital gains distributions declared by the Corporation with respect to a Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions. |
G. | Serve as each Fund’s agent in connection with systematic plans including, but not limited to, systematic withdrawal plans and systematic exchange plans. |
H. | Make changes to shareholder records, including, but not limited to, address and plan changes (e.g., systematic investment and withdrawal, dividend reinvestment). |
I. | Handle load and multi-class processing, including rights of accumulation and purchases by letters of intent in accordance with the Prospectus. |
J. | Record the issuance of shares of each Fund and maintain, pursuant to Rule 17Ad-10(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a record of the total number of shares of each Fund which are authorized, issued and outstanding. |
K. | Prepare ad-hoc reports as necessary at prevailing rates. |
L. | Mail shareholder reports and Prospectuses to current shareholders. |
M. | Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders. |
N. | Provide shareholder account information upon shareholder or Corporation requests and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the Corporation. |
O. | Mail and/or obtain shareholders’ certifications under penalties of perjury and pay on a timely basis to the appropriate federal authorities any taxes to be withheld on dividends and distributions paid by the Corporation, all as required by applicable federal and state tax laws and regulations. |
2 |
Execution Copy |
P. | Answer correspondence from shareholders, securities brokers and others relating to USBFS’s duties hereunder within required time periods established by applicable regulation. |
Q. | Reimburse each Fund for all material losses resulting from “as of” processing errors for which USBFS is responsible in accordance with the “as of” processing guidelines set forth on Exhibit B hereto. |
R. | Calculate average assets held in shareholder accounts for purposes of paying Rule 12b-1 and/or shareholder servicing fees as directed by a Fund. |
S. | Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. |
3. | Additional Services to be Provided by USBFS |
A. | If the Corporation so elects, by including the service it wishes to receive in its fee schedule, USBFS shall provide the following services that are further described and that may be subject to additional terms and conditions specified in their respective exhibits, as such may be amended from time to time: |
Internet Access, Fan Web, Vision Mutual Fund Gateway ( Exhibit C )
The Corporation hereby acknowledges that exhibits are an integral part of this Agreement and, to the extent services included in Exhibit C are selected by the Corporation, such services shall also be subject to the terms and conditions of this Agreement. To the extent the terms and conditions of this Agreement conflict with the terms and conditions included in Exhibit C , the exhibits shall control. The provisions of Exhibit C , as applicable, shall continue in effect for as long as this Agreement remains in effect, unless sooner terminated pursuant to Section 13 hereof.
B. | USBFS shall allow the Corporation access to various fund data, systems, industry information and processes as the parties may agree to from time to time, through Mutual Fund eXchange (“MFx”), subject to the terms of this Agreement and the additional terms and conditions contained in the on-line MFx access agreement to be entered into upon accessing MFx for the first time. USBFS shall enable the Corporation to access MFx services by supplying the Corporation with necessary software, training, information and connectivity support as mutually agreed upon, all of which shall constitute confidential knowledge and information of USBFS and shall be used by the Corporation only as necessary to access MFx services pursuant to this Agreement. The Corporation shall use commercially reasonable efforts to provide for the security of all codes and system access mechanisms relating to MFx provided to it by USBFS and to implement such security procedures and/or devices to ensure the integrity of MFx. The Corporation hereby understands that USBFS will perform periodic maintenance to the MFx hardware and software being accessed, which may cause temporary service interruptions. USBFS shall notify the Corporation of all planned outages and, to the extent possible, will perform any necessary maintenance during non-business hours. |
3 |
Execution Copy |
The Corporation hereby acknowledges that all programs, software, manuals and other written information relating to MFx access provided by USBFS pursuant to this Agreement shall remain the exclusive property of USBFS at all times. |
The Corporation acknowledges that it is responsible for determining the suitability and accuracy of the information obtained through its access to MFx. USBFS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SUITABILITY AND ACCURACY OF FUND DATA, SYSTEMS, INDUSTRY INFORMATION AND PROCESSES ACCESSED THROUGH MFx. However, USBFS will assist the Corporation in verifying the accuracy of any of the information made available to the Corporation through MFx and covered by this Agreement.
In the event of termination of this Agreement, in addition to the requirements set forth in Section 14 hereof, the Corporation shall immediately end its access to MFx and return all codes, system access mechanisms, programs, manuals and other written information provided by USBFS to USBFS, and shall destroy or erase all such information on any diskettes or other storage medium, unless such access continues to be permitted pursuant to a separate agreement.
4. | Lost Shareholder Due Diligence Searches and Servicing |
The Corporation hereby acknowledges that USBFS has an arrangement with an outside vendor to conduct lost shareholder searches required by Rule 17Ad-17 under the Securities Exchange Act of 1934, as amended. Costs associated with such searches will be passed through to the Corporation as an out-of-pocket expense in accordance with the fee schedule set forth in Exhibit D hereto. If a shareholder remains lost and the shareholder’s account unresolved after completion of the mandatory Rule 17Ad-17 search, the Corporation hereby authorizes vendor to enter, at its discretion, into fee sharing arrangements with the lost shareholder (or such lost shareholder’s representative or executor) to conduct a more in-depth search in order to locate the lost shareholder before the shareholder’s assets escheat to the applicable state. The Corporation hereby acknowledges that USBFS is not a party to these arrangements and does not receive any revenue sharing or other fees relating to these arrangements. Furthermore, the Corporation hereby acknowledges that vendor may receive up to 35% of the lost shareholder’s assets as compensation for its efforts in locating the lost shareholder.
4 |
Execution Copy |
5. | Anti-Money Laundering and Red Flag Identity Theft Prevention Programs |
The Corporation acknowledges that it has had an opportunity to review, consider and comment upon the written procedures provided by USBFS describing various tools used by USBFS which are designed to promote the detection and reporting of potential money laundering activity by monitoring certain aspects of shareholder activity as well as written procedures for verifying a customer’s identity (collectively, the “Procedures”). Further, the Corporation has determined that the Procedures, as part of the Corporation’s overall anti-money laundering program and Red Flag Identity Theft Prevention program, are reasonably designed to prevent each Fund from being used for money laundering or the financing of terrorist activities and to achieve compliance with the applicable provisions of the Fair and Accurate Credit Transactions Act of 2003 and the USA Patriot Act of 2001 and the implementing regulations thereunder.
Based on this determination, the Corporation hereby instructs and directs USBFS to implement the Procedures on the Corporation’s behalf, as such may be amended or revised from time to time. It is contemplated that these Procedures will be amended from time to time by the parties as additional regulations are adopted and/or regulatory guidance is provided relating to the Corporation’s anti-money laundering and identity theft responsibilities.
USBFS agrees to provide to the Corporation:
A. | Prompt written notification of any transaction or combination of transactions that USBFS believes, based on the Procedures, evidence of money laundering or identity theft activities in connection with the Corporation or any shareholder of a Fund; |
B. | Prompt written notification of any customer(s) that USBFS reasonably believes, based upon the Procedures, to be engaged in money laundering or identity theft activities, provided that the Corporation agrees not to communicate this information to the customer; |
C. | Any reports received by USBFS from any government agency or applicable industry self-regulatory organization pertaining to USBFS’s anti-money laundering monitoring or the Red Flag Identity Theft Prevention Program on behalf of the Corporation; |
D. | Prompt written notification of any action taken in response to anti-money laundering violations or identity theft activity as described in (a), (b) or (c); and |
E. | Certified annual and quarterly reports of its monitoring and customer identification activities on behalf of the Corporation. |
The Corporation hereby directs, and USBFS acknowledges, that USBFS shall (i) permit federal regulators access to such information and records maintained by USBFS and relating to USBFS’s implementation of the Procedures, on behalf of the Corporation, as they may request, and (ii) permit such federal regulators to inspect USBFS’s implementation of the Procedures on behalf of the Corporation.
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6. | Compensation |
USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit D hereto (as amended from time to time). USBFS shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by USBFS in performing its duties hereunder. USBFS shall also be compensated for any increases in costs due to the adoption of any new or amended industry, regulatory or other applicable rules. The Corporation shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Corporation shall notify USBFS in writing within 30 calendar days following receipt of each invoice if the Corporation is disputing any amounts in good faith. The Corporation shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Corporation is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Corporation to USBFS shall only be paid out of assets and property of the particular Fund involved.
7. | Representations and Warranties |
A. | The Corporation hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
(1) | It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
(2) | This Agreement has been duly authorized, executed and delivered by the Corporation in accordance with all requisite action and constitutes a valid and legally binding obligation of the Corporation, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; |
(3) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and |
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(4) | A registration statement under the 1940 Act and the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Corporation to make a continuous public offering of its shares. |
B. | USBFS hereby represents and warrants to the Corporation, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
(1) | It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
(2) | This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; |
(3) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and |
(4) | It is a registered transfer agent under the Exchange Act. |
8. | Standard of Care; Indemnification; Limitation of Liability |
A. | USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Corporation in connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS’s control, except a loss arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Corporation shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that USBFS may sustain or incur or that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Corporation, as approved by the Board of Directors of the Corporation (the “Board of Directors”), except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Corporation, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS” shall include USBFS’s directors, officers and employees. |
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USBFS shall indemnify and hold the Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Corporation may sustain or incur or that may be asserted against the Corporation by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS’s refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of USBFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Corporation” shall include the Corporation’s directors, officers and employees.
Neither party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision of this Agreement.
In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable business continuity and disaster recovery contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Corporation shall be entitled to inspect USBFS’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide the Corporation, at such times as the Corporation may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services provided by USBFS under this Agreement.
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Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.
B. | In order that the indemnification provisions contained in this Section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this Section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor’s prior written consent. |
C. | The indemnity and defense provisions set forth in this Section 8, and in Exhibit C , if applicable, shall indefinitely survive the termination and/or assignment of this Agreement. |
D. | If USBFS is acting in another capacity for the Corporation pursuant to a separate agreement, nothing herein shall be deemed to relieve USBFS of any of its obligations in such other capacity. |
9. | Data Necessary to Perform Services |
The Corporation or its agent shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.
10. | Proprietary and Confidential Information |
USBFS agrees on behalf of itself and its affiliates, directors, officers, and employees to treat confidentially and as proprietary information of the Corporation, all records and other information relative to the Corporation and prior, present, or potential shareholders of the Corporation (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Corporation, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted governmental or regulatory authorities (and upon such disclosure, to the extent not prohibited by applicable law USBFS shall provide written notice of such disclosure to the Corporation as promptly as reasonably practicable), or (iii) when so requested by the Corporation. Records and other information which have become known to the public through no wrongful act of USBFS or any of its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Corporation or its agent and came into such possession on a non-confidential basis from a person entitled to disclose such information, shall not be subject to this paragraph.
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Further, USBFS will adhere to the privacy policies adopted by the Corporation pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Corporation and its shareholders.
11. | Records |
USBFS shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Corporation, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees that all such records prepared or maintained by USBFS relating to the services to be performed by USBFS hereunder are the property of the Corporation and will be preserved, maintained, and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Corporation or its designee on and in accordance with its request.
12. | Compliance with Laws |
The Corporation has and retains primary responsibility for all compliance matters relating to each Fund, including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001 and the policies and limitations of each Fund relating to its portfolio investments as set forth in its Prospectus and statement of additional information. USBFS’s services hereunder shall not relieve the Corporation of its responsibilities for assuring such compliance or the Board of Director’s oversight responsibility with respect thereto.
13. | Term of Agreement; Amendment |
This Agreement shall become effective as of the date first written above and shall continue in effect automatically as to each Fund for successive one-year periods, provided such continuance is approved at least annually by the Board of Directors of the Corporation. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Corporation, and authorized or approved by the Corporation’s Board of Directors. The provisions of this Section 13 shall also apply to the exhibits hereto.
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14. | Duties in the Event of Termination |
In the event that, in connection with termination, a successor to any of USBFS’s duties or responsibilities hereunder is designated by the Corporation by written notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Corporation, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Corporation (if such form differs from the form in which USBFS has maintained the same, the Corporation shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBFS’s personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Corporation.
15. | Assignment |
This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Corporation without the written consent of USBFS, or by USBFS without the written consent of the Corporation, accompanied by the authorization or approval of the Corporation’s Board of Directors.
16. | Governing Law |
This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the Securities and Exchange Commission thereunder.
17. | No Agency Relationship |
Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.
18. | Services Not Exclusive |
Nothing in this Agreement shall limit or restrict USBFS from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
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19. | Invalidity |
Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
20. | Notices |
Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below:
Notice to USBFS shall be sent to:
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
and notice to the Corporation shall be sent to:
Thompson IM Funds, Inc.
Thompson Investment Management, Inc.
Attn: Fund Accounting and Administration
918 Deming Way, 3rd Floor
Madison, WI 53717
21. | Multiple Originals |
This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
22. | Entire Agreement |
This Agreement, together with any exhibits, attachments, appendices or schedules expressly referenced herein, sets forth the sole and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements relating thereto, whether written or oral, between the parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.
THOMPSON IM FUNDS, INC. | U.S. BANCORP FUND SERVICES, LLC | |||
By: | /s/ Jason L. Stephens | By: | /s/ Ian Martin | |
Name: | Jason L. Stephens | Name: | Ian Martin | |
Title: | Chief Executive Officer | Title: | Executive Vice President |
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Exhibit A
to the
Transfer Agent Servicing Agreement
Fund Names
Separate Series of Thompson IM Funds, Inc.
Name of Series
Thompson Bond Fund
Thompson LargeCap Fund
Thompson MidCap Fund
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Exhibit B
to the
Transfer Agent Servicing Agreement – Thompson IM Funds, Inc.
As Of Processing Policy
USBFS will reimburse each Fund for any Net Material Loss that may exist on the Funds’ books and for which USBFS is responsible, at the end of each calendar month. “Net Material Loss” shall be defined as any remaining loss, after netting losses against any gains, which impacts a particular Fund’s net asset value per share by at least ½ cent. Gains and losses will be reflected on such Fund’s daily share sheet, and such Fund will be reimbursed for any net material loss on a monthly basis. USBFS will reset the as of ledger each calendar month so that any losses which do not exceed the materiality threshold of ½ cent will not be carried forward to the next succeeding month. USBFS will notify the advisor to the Fund on the daily share sheet of any losses for which the advisor may be held accountable.
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Exhibit C
to the
Transfer Agent Servicing Agreement – Thompson IM Funds, Inc.
INTERNET ACCESS SERVICES
1. | Services Covered |
USBFS shall make the following electronic, interactive and processing services (“Electronic Services”) available to the Corporation in accordance with the terms of this Exhibit C :
A. | Fan Web – Shareholder internet access by shareholders to their shareholder account information and investment transaction capabilities. Internet service is connected directly to the Corporation group’s web site(s) through a transparent hyperlink. Shareholders can access, among other information, account information and portfolio listings within the Corporation’s Funds, view their transaction history, and purchase additional shares through the Automated Clearing House (“ACH”). |
B. | Vision Mutual Fund Gateway – Permits broker/dealers, financial planners, and registered investment advisors to use a web-based system to perform order and account inquiry, execute trades, print applications, review Prospectuses, and establish new accounts. |
2. | Duties and Responsibilities of USBFS |
USBFS shall:
A. | Make Electronic Services available 24 hours a day, 7 days a week, subject to scheduled maintenance and events outside of USBFS’s reasonable control. Unless an emergency is encountered, no routine maintenance will occur during the hours of 8:00 a.m. to 3:00 p.m. Central Time. |
B. | Provide installation services, which shall include review and approval of the Corporation’s network requirements, recommending method of establishing (and, as applicable, cooperate with the Corporation to implement and maintain) a hypertext link between the Electronic Services site and the Corporation’s web site(s) and testing the network connectivity and performance. |
C. | Maintain and support the Electronic Services, which shall include providing error corrections, minor enhancements and interim upgrades to the Electronic Services that are made generally available to the Electronic Services customers and providing help desk support to provide assistance to the Corporation’s employees and agents with their use of the Electronic Services. Maintenance and support, as used herein, shall not include (i) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by USBFS to the Electronic Services customers, as determined solely by USBFS or (ii) maintenance of customized features. |
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D. | Establish systems to guide, assist and permit End Users (as defined below) who access the Electronic Services site from the Corporation’s web site(s) to electronically perform inquiries and create and transmit transaction requests to USBFS. |
E. | Address and mail, at the Corporation’s expense, notification and promotional mailings and other communications provided by the Corporation to shareholders regarding the availability of the Electronic Services. |
F. | Issue to each shareholder, financial adviser or other person or entity who desires to make inquiries concerning the Corporation or perform transactions in accounts with the Corporation using any of the Electronic Services (the “End User”) will be required to have a user name and password for authentication purposes and access to the Electronic Services. |
G. | Prepare and process new account applications received through the Electronic Services from shareholders determined by the Corporation to be eligible for such services and in connection with such, the Corporation agrees as follows: |
(1) | to permit the establishment of shareholder bank account information over the Internet in order to facilitate purchase activity through ACH; and |
(2) | the Corporation shall be responsible for any resulting gain/loss liability associated with the ACH process. |
H. | Provide the End User with a transaction confirmation number for each completed purchase, redemption, or exchange of the Corporation’s shares upon completion of the transaction. |
I. | Utilize encryption and secure transport protocols intended to prevent fraud and ensure confidentiality of End User accounts and transactions. In no event shall USBFS use encryption weaker than 128-bit or any stronger technology industry standard that becomes common for used in similar applications. USBFS will take reasonable actions, including periodic scans of Internet interfaces and the Electronic Services, to protect the Internet web site that provides the Electronic Services and related network, against viruses, worms and other data corruption or disabling devices, and unauthorized, fraudulent or illegal use, by using appropriate anti-virus and intrusion detection software and by adopting such other security procedures as may be necessary. |
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J. | Inform the Corporation promptly of any malfunctions, problems, errors or service interruptions with respect to the Electronic Services of which USBFS becomes aware. |
K. | Exercise reasonable efforts to maintain all on-screen disclaimers and copyright, trademark and service mark notifications, if any, provided by the Corporation to USBFS in writing from time to time, and all “point and click” features of the Electronic Services relating to shareholder acknowledgment and acceptance of such disclaimers and notifications. |
L. | Establish and provide to the Corporation written procedures, which may be amended from time to time by USBFS with the written consent of the Corporation, regarding End User access to the Electronic Services. |
M. | Provide the Corporation with daily reports of transactions listing all purchases or transfers made by each End User separately. USBFS shall also furnish the Corporation with monthly reports summarizing shareholder inquiry and transaction activity without listing all transactions. |
N. | Annually engage a third party to audit its internal controls for the Electronic Services and compliance with all guidelines for the Electronic Services included herein and provide the Corporation with a copy of the auditor’s report promptly. |
O. | Maintain its systems and perform its duties and obligations hereunder in accordance with all applicable laws, rules and regulations. |
3. | Duties and Responsibilities of the Corporation |
The Corporation assumes exclusive responsibility for the consequences of any instructions it may give to USBFS, for the Corporation’s or End Users’ failure to properly access the Electronic Services in the manner prescribed by USBFS, and for the Corporation’s failure to supply accurate information to USBFS.
Also, the Corporation shall:
A. | Revise and update the applicable Prospectus(es) and other pertinent materials, such as user agreements with End Users, to include the appropriate consents, notices and disclosures for Electronic Services, including disclaimers and information reasonably requested by USBFS. |
B. | Be responsible for designing, developing and maintaining one or more web sites for the Corporation through which End Users may access the Electronic Services, including provision of software necessary for access to the Internet, which must be acquired from a third-party vendor. Such web sites shall have the functionality necessary to facilitate, implement and maintain the hypertext links to the Electronic Services and the various inquiry and transaction web pages. The Corporation shall provide USBFS with the name of the host of the Corporation’s web site server and shall notify USBFS of any change to the Corporation’s web site server host. |
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C. | Provide USBFS with such information and/or access to the Corporation’s web site(s) as is necessary for USBFS to provide the Electronic Services to End Users. |
D. | Promptly notify USBFS of any problems or errors with the applicable Electronic Services of which the Corporation becomes aware or any changes in policies or procedures of the Corporation requiring changes to the Electronic Services. |
4. | Additional Representation and Warranty |
The parties hereby warrant that neither party shall knowingly insert into any interface, other software, or other program provided by such party to the other hereunder, or accessible on the Electronic Services site or Corporation’s web site(s), as the case may be, any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus” or other computer software code or routines or hardware components designed to disable, damage or impair the operation of any system, program or operation hereunder. For failure to comply with this warranty, the non-complying party shall immediately replace all copies of the affected work product, system or software. All costs incurred with replacement including, but not limited to, cost of media, shipping, deliveries and installation, shall be borne by such party.
5. | Proprietary Rights |
A. | Each party acknowledges and agrees that it obtains no rights in or to any of the software, hardware, processes, trade secrets, proprietary information or distribution and communication networks of the other hereunder. Any software, interfaces or other programs a party provides to the other hereunder shall be used by such receiving party only in accordance with the provisions of this Exhibit C . Any interfaces, other software or other programs developed by one party shall not be used directly or indirectly by or for the other party or any of its affiliates to connect such receiving party or any affiliate to any other person, without the first party’s prior written approval, which it may give or withhold in its sole discretion. Except in the normal course of business and in conformity with Federal copyright law or with the other party’s consent, neither party nor any of its affiliates shall disclose, use, copy, decompile or reverse engineer any software or other programs provided to such party by the other in connection herewith. |
B. | The Corporation’s web site(s) and the Electronic Services site may contain certain intellectual property, including, but not limited to, rights in copyrighted works, trademarks and trade dress that is the property of the other party. Each party retains all rights in such intellectual property that may reside on the other party’s web site, not including any intellectual property provided by or otherwise obtained from such other party. To the extent the intellectual property of one party is cached to expedite communication, such party grants to the other a limited, non-exclusive, non-transferable license to such intellectual property for a period of time no longer than that reasonably necessary for the communication. To the extent that the intellectual property of one party is duplicated within the other party’s web site to replicate the “look and feel,” “trade dress” or other aspect of the appearance or functionality of the first site, that party grants to the other a limited, non-exclusive, non-transferable license to such intellectual property for the period during which this Exhibit C is in effect. This license is limited to the intellectual property needed to replicate the appearance of the first site and does not extend to any other intellectual property owned by the owner of the first site. Each party warrants that it has sufficient right, title and interest in and to its web site and its intellectual property to enter into these obligations, and that to its knowledge, the license hereby granted to the other party does not and will not infringe on any U.S. patent, copyright or other proprietary right of a third party. |
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C. | Each party agrees that the nonbreaching party would not have an adequate remedy at law in the event of the other party’s breach or threatened breach of its obligations under this Section of this Exhibit C and that the nonbreaching party would suffer irreparable injury and damage as a result of any such breach. Accordingly, in the event either party breaches or threatens to breach the obligations set forth in this Section of this Exhibit C , in addition to and not in lieu of any legal or other remedies a party may pursue hereunder or under applicable law, each party hereby consents to the granting of equitable relief (including the issuance of a temporary restraining order, preliminary injunction or permanent injunction) against it by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bond or other security therefor, prohibiting any such breach or threatened breach. In any proceeding upon a motion for such equitable relief, a party’s ability to answer in damages shall not be interposed as a defense to the granting of such equitable relief. The provisions of this Section relating to equitable relief shall survive termination of the provision of services set forth in this Exhibit C . |
6. | Compensation |
USBFS shall be compensated for providing the Electronic Services in accordance with the fee schedule set forth in Exhibit D (as amended from time to time).
7. | Additional Indemnification; Limitation of Liability |
A. | Subject to Section 2(A), USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBFS’s sole liability to the Corporation or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible. |
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B. | USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Corporation and its directors, officers and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services and (b) the provision of the Corporation Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder. |
C. | If an injunction is issued against the Corporation’s use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Corporation the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Corporation, replace or modify the Electronic Services so that they become non-infringing, provided that, in the Corporation’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the Corporation. If in the Corporation’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the Corporation, the Corporation may terminate all rights and responsibilities under this Exhibit C immediately on written notice to USBFS. |
D. | Because the ability of USBFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBFS or its affiliates) or of any third parties involved in the Electronic Services and shall not be liable for the selection of any such third party, unless USBFS selected the third party in bad faith or in a grossly negligent manner. |
E. | USBFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS’s data center as determined by the records maintained by USBFS. |
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F. | Notwithstanding anything to the contrary contained herein, USBFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBFS. |
8. | File Security and Retention; Confidentiality |
A. | USBFS and its agents will provide reasonable security provisions to ensure that unauthorized third parties do not have access to the Corporation’s data bases, files, and other information provided by the Corporation to USBFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, “Corporation Files”). USBFS’s security provisions with respect to the Electronic Services, the Corporation’s web site(s) and the Corporation Files will be no less protected than USBFS’s security provisions with respect to its own proprietary information. USBFS agrees that any and all Corporation Files maintained by USBFS for the Corporation hereunder shall be available for inspection by the Corporation’s regulatory authorities during regular business hours, upon reasonable prior written notice to USBFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBFS will take such actions as are necessary to protect the intellectual property contained within the Corporation’s web site(s) or any software, written materials, or pictorial materials describing or creating the Corporation’s web site(s), including all interface designs or specifications. USBFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Corporation’s web site(s). In addition, USBFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBFS’s delivery of the Electronic Services. |
B. | USBFS shall treat as confidential and not disclose or otherwise make available any of the Corporation’s lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the “Confidential Information”), in any form, to any person other than agents, employees or consultants of USBFS. USBFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Corporation’s request, USBFS shall return to the Corporation, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. |
C. | Notwithstanding the above, USBFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party entitled to disclose such information and not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency. |
22 |
Execution Copy |
9. | Warranties |
EXCEPT AS OTHERWISE PROVIDED IN THIS EXHIBIT, THE ELECTRONIC SERVICES ARE PROVIDED BY USBFS “AS IS” ON AN “AS-AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, AND USBFS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ELECTRONIC SERVICES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
10. | Duties in the Event of Termination |
In the event of termination of the services provided pursuant to this Exhibit C , (i) End Users will no longer be able to access the Electronic Services and (ii) the Corporation will return all codes, system access mechanisms, programs, manuals and other written information provided to it by USBFS in connection with the Electronic Services provided hereunder, and shall destroy or erase all such information on any diskettes or other storage medium.
23 |
Execution Copy |
Exhibit D to the
Transfer Agent Servicing Agreement – Thompson IM Funds, Inc.
24 |
Execution Copy |
Additional Services Available but not included above are the following services – FAN Web shareholder e-commerce, FAN Mail electronic data delivery. Vision intermediary e-commerce, client Web data access, recordkeeping application access, programming charges, outbound calling & marketing campaigns, training, cost-basis reporting, short-term trader reporting, excessive trader, investor mail services, dealer reclaim services, literature fulfillment, money market fund service organizations, charges paid by investors, physical certificate processing, Real Time Cash Flow, CUSIP setup, CTI reporting, sales reporting & 22c-2 reporting (MARS), electronic statements (Informa), Fund Source, EConnect Delivery, Shareholder Call review analysis and additional services agreed upon.
|
25 |
Execution Copy |
Exhibit D (continued) to the Transfer Agent Agreement – Thompson IM Funds, Inc.
TRANSFER AGENT & SHAREHOLDER SERVICES SUPPLEMENTAL SERVICES - E-COMMERCE SERVICES FEE SCHEDULE effective 9/1/2015 through 9/1/2018 |
Account Management / Database Administration · $[ ] per month · Receiving - $[ ] per SKU · Order Processing - $[ ] per order · Skid Storage - $[ ] per month per location · Disposal - $[ ] per SKU
Inbound Teleservicing Only · Account Management - $[ ] per month · Call Servicing - $[ ] per minute
Lead Source Reporting · $[ ] per month
Closed Loop Reporting · Account Management - $[ ] per mont · Database Installation, Setup - $[ ] per fund group
Out-of-Pocket Expenses · Included but not limited to specialized programming, kit and order processing expenses, postage and printing.
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CLIENT DATA ACCESS – USBFS client on-line access to fund and investor data through USBFS technology applications and data delivery and security software. · MFS Systems (includes COLD and On Line Report view applications) · Setup - $[ ] (includes [ ] workstations) · Service - $[ ] /month · Report Source · No Setup Charge · $[ ] /month per reporting category Transfer Agent and Fund Accounting Utilized Compliance Reporting $[ ] /month · T/A Imaging · Setup - $[ ] (includes [ ] workstations) · $[ ] /month |
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Execution Copy |
Exhibit D (continued) to the Transfer Agent Servicing Agreement – Thompson IM Funds, Inc.
FAN WEB – Shareholder internet access to account information and transaction capabilities. Internet service is connected directly to the fund group’s web site through a transparent hyperlink. Shareholders can access account information, portfolio listing within a fund family, view transaction history, purchase additional shares through ACH, etc. Annual Base Fee for FANWeb Select - $[ ] · Additional annual base fee for New Account Set Up - $[ ]
Annual Base Fee for FANWeb Premium - $[ ] Activity (Session) Fees: · Inquiry - $[ ] per event · Account Maintenance - $[ ] per event · Transaction – financial transactions, reorder statements, etc. - $[ ] / event · New Account Setup - $[ ] / event Strong Authentication: · $[ ] / month per active FANWeb ID (Any ID that has had activity within the [ ] -day period to the billing cycle.)
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VISION MUTUAL FUND GATEWAY – Permits broker/dealers, financial planners, and RIAs to us a web-based system to perform order and account inquiry, execute trades, print applications, review prospectuses, and establish new accounts. · Inquiry Only · Inquiry - $[ ] per event · Per broker ID - $[ ] per month per ID · Transaction Processing · Implementation - $[ ] per management company · Transaction – purchase, redeem, exchange, literature order - $[ ] per event · New Account Set-up – may contain multiple fund/accounts - $[ ] per event · Monthly Minimum Charge - $[ ] per month |
Excessive Trader – Software application that monitors the number of trades (exchanges, redemptions) that meet fund family criteria for excessive trading and automatically prevents trades in excess of the fund family parameters. · $[ ] setup/fund group of [ ] -[ ] funds, $[ ] setup/fund group of over [ ] funds · $[ ] /account/year |
Short-Term Trader – Software application used to track and/or assess transaction fees that are determined to be short-term trades. Service can be applied to some or all funds within a fund family. Fees will be applied if the fund(s) have a redemption fee. o [ ] days or less: $[ ] / open account o [ ] – [ ]: $[ ] / open account o [ ] – [ ]: $[ ] / open account o [ ] – [ ]: $[ ] / open account o [ ] – [ ]: $[ ] / open account |
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Exhibit (H)(5)
SHAREHOLDER SERVICES AGREEMENT
This Shareholder Services Agreement (the “Agreement”) is made as of ___________ 2016, by U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“Company”) having an address at 615 East Michigan Street, Milwaukee, WI 53202, on behalf of __________________________ Funds., (“Fund Company”) and ___________________________ a ______________ company, having an address at _______________________ (“Service Provider” and collectively, the “Parties”).
WHEREAS, the Company is a Transfer Agent registered with the Securities and Exchange Commission (the “SEC”) and provides services as transfer agent, dividend disbursing agent and shareholder servicing agent to the Fund Companies (each a “Fund”) listed on Schedule A annexed hereto, as may be amended from time to time;
WHEREAS, the Fund Company is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company and currently offers for public sale shares of common stock (“Shares”) in the separate series of the Fund Company listed on Schedule A, as may be amended from time to time;
WHEREAS, the Service Provider, directly or through its affiliates, subsidiary or designee (collectively, the “Service Provider”) provides shareholder support services (the “Services”), that may include, but are not limited to, some or all of the Services contained in Schedule B annexed hereto for the underlying clients and/or defined contribution plan participants (the “Clients”) of Service Provider’s Institutional Customer which may include, banks, third party administrators, broker-dealers and registered investment advisors (the “Customers”);
WHEREAS, Company desires to engage Service Provider to provide the Services to the Clients of the Customers, subject to the terms and conditions of this Agreement.
NOW, THEREFORE , in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
AGREEMENT
1. Incorporation of the Rules of the NSCC. The Rules & Procedures Manual of the NSCC, including the rules and procedures applicable to the utilization of the Defined Contribution Clearing and Settlement System, as amended from time to time (the “Procedures), are hereby made a part of this Agreement as if fully set forth herein and shall be a part of each trade cleared by Service Provider on behalf of or at the request of the Company. Notwithstanding the contrary provisions of Sections 4 and 5 hereof, the Procedures applicable to the transmission of information and instructions, and the settlement of transactions, shall be followed in all instances. Sections 4 and 5 shall apply as the operational procedures for this Agreement only in the event that the NSCC is unavailable for whatever reason.
2. Term . The term of this Agreement shall commence on the date hereof and shall continue until the earliest to occur of the following (the “Termination Date”):
(a) this Agreement is terminated by mutual written consent of the Parties (such consent shall not be unreasonably withheld or delayed by either Party);
(b) this Agreement is terminated upon the occurrence of the following: (i) the occurrence of a material breach by Company of any of its representations, warranties, covenants or agreements hereunder, and (ii) the failure to cure such breach by Company for 60 (Sixty) days following receipt of notice to Company of such breach;
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(c) this Agreement is terminated upon the occurrence of the following: (i) the occurrence of a material breach by Service Provider of any of its representations, warranties, covenants or agreements hereunder, and (ii) the failure to cure such breach by Service Provider for 60 (Sixty) days following receipt of notice to Service Provider of such breach; or
(d) the first anniversary of the date of this Agreement; provided however that this Agreement shall be automatically renewed for successive one (1) year terms unless (i) either Party notifies the other party in writing that the Agreement will not be renewed not less than 30 days prior to the expiration date of the initial term or any renewal term or (ii) the Agreement is otherwise terminated pursuant to (a), (b) or (c) above.
The termination of this Agreement shall not relieve either Party of any obligation hereunder that accrued prior to such termination.
3. Services Provided by the Service Provider . Service Provider agrees to provide various types of Services with respect to a Fund’s Shares. Such Services may include those items that are enumerated in Schedule B attached hereto. Company hereby appoints Service Provider as its agent for the sole and limited purpose of accepting purchase, exchange or redemption orders for mutual fund shares (the “Shares”) purchased, exchanged or redeemed by the Client (“Orders”). Service Provider hereby accepts its appointment on the terms and conditions set forth herein. Notwithstanding anything in this Agreement to the contrary, Service Provider shall not be acting as agent for Company in any manner whatsoever, except in accepting such Orders.
4. Information Provided by the Company .
(a) The Company agrees to provide to the Service Provider on each business day that the New York Stock Exchange (“NYSE”) is open for business (the “Business Day”) with (i) net asset value information as determined at or about the close of trading (currently 4:00 P.M. Eastern Time (“ET”) on the NYSE or at such other time at which the Fund’s net asset value is calculated as specified in each Fund’s current prospectus (the “Close of Trading”); (ii) dividend and capital gains distribution information as it becomes available; (iii) in the case of income Funds, the daily accrual for interest rate factor (mil rate); and (iv) any other information that the Service Provider needs to perform the Services listed in Schedule B . The Company will provide net asset value information, and income accrual, dividend payment and capital gains information to the Service Provider by 9:00 P.M. ET on each Business Day.
(b) The Company will provide the Service Provider with (i) a confirmation with respect to each instruction as defined below, to the Service Provider under Section 5 herein no later than the start of trading of the NYSE on the Business Day following the date on which the instruction is deemed to be received by the Company; (ii) share positions for each Fund on each Business Day; (iii) quarterly statements detailing activity in each Account within fifteen Business Days after the end of each quarter; and (iv) such other reports as may be reasonably requested by the Service Provider.
5. Instructions and Settlement.
(a) Instructions to purchase and redeem Shares by the Company for Service Provider shall be effected as provided in this Section 5. The Service Provider shall transmit to the Company instructions to purchase or redeem Shares of the Funds for accounts that have been or will be opened with the Funds for the Clients (the “Instructions”).
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(b) The Service Provider will facilitate the clearing for the purchase and redemption of trades of various mutual fund shares (the “Trades”) in accordance with the Rules of the NSCC. Purchases and redemptions for the Plans shall be made at the net asset value determined as of the Close of Trading on the Business Day that an Instruction to purchase or redeem shares is received by the Service Provider, provided that (i) Service Provider receives Instructions from Participants or Plan Representatives prior to the Close of Trading on that Business Day; and (ii) the Company receives the Instructions from the Service Provider by 6:00 A.M. ET on the next following Business Day. Instructions received by the Service Provider from Participants or Plan Representatives after the Close of Trading on any given Business Day shall be treated as if received on the next following Business Day. The Service Provider has in place and at all times during the term of this Agreement will maintain, internal controls reasonably designed to prevent Participant and Plan orders received after the Close of Trading on a Business Day from being aggregated with orders properly received before that time.
(c) Payment for net purchases of Shares attributable to all Instructions executed for the Accounts on a given Business Day will be wired by the Service Provider no later than 3:00 P.M. ET on the next Business Day to a custodial account designated by the Company. The Company agrees that payment for redemptions of Shares attributable to all Instructions executed for the Accounts on a given Business Day will be wired by the Company on the next Business Day no later than 3:00 P.M. ET to an account designed by the Service Provider.
6. Compensation to Service Provider. The Service Provider will receive a fee as listed in Schedule C in consideration for the services provided pursuant to this Agreement.
7. Representations, Warranties and Covenants .
(a) Each of the Parties represents and warrants to the other that:
(i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business in each other jurisdiction where it is required to be so qualified;
(ii) it has duly authorized and executed this Agreement, which represents legal, valid, binding and enforceable obligations of such Party;
(iii) the execution, delivery and performance of the Agreement by such Party does not violate, conflict with or constitute a breach of any provision of any Federal, state or local law applicable to such Party, the organizational documents of such Party, or any material agreement, contract, consent decree, order or other instrument to which such Party is a Party or by which such Party is bound;
(iv) other than a consent previously obtained, no consent or other action of any third party is necessary for such Party to execute, deliver or perform under the Agreement;
(v) it is not affiliated with the other Party in any way, and neither will represent or imply in any way that it has any relationship with the other Party except as described in this Agreement, nor will it use the other Party’s name in advertising or marketing material, or otherwise, without the other Party’s prior written consent, except that it may use the name of the other Party as may be necessary in its regulatory filings; and
(vi) at all times, it shall comply with all federal and state laws and regulations, including, but not limited to, the Investment Company Act of 1940, the Securities Act of 1933, the Securities and Exchange Act of 1934 and the Employee Retirement Income Security Act (all as amended).
(b) The Company represents, warrants, and covenants that:
(i) it is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to transact business in each other jurisdiction where it is required to be so qualified;
(ii) the Funds are series of investment companies registered under the ‘40 Act and Shares sold by the Funds are, and will be, registered under the ‘33 Act;
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(iii) except as indicated on Schedule A, Shares of the Funds are properly registered with the U.S. Securities and Exchange Commission and all regulatory requirements necessary to permit Shares to be sold in accordance with the terms of this Agreement have been satisfied for all fifty states and the District of Columbia. The Company will notify the Service Provider immediately if there is any change in the registration or qualification for sale of any Shares; and
(iv) The Service Provider is not responsible for any information contained in any prospectus, registration statement, annual report, proxy statement, or item of advertising, marketing material or any other document prepared by the Company or its affiliate that relates to any Fund.
(c) Service Provider represents, warrants and covenants that, to the extent Service Provider engages one or more third parties (including any of its affiliates or designees) to act as subcontractor(s) or agent(s) ("Subcontractor") to perform the Services required by this Agreement, it has determined that each such Subcontractor is capable of performing the Services, and that Service Provider will take such measures as may be necessary to ensure that such Subcontractors perform the Services in accordance with the terms of this Agreement and applicable law. All references to Service Provider in this Agreement shall also cover Subcontractors to the extent that Services are provided by Subcontractors.
8. Indemnification .
(a) The Company does hereby agree to indemnify, defend and hold harmless the Service Provider its affiliates, subsidiary, parent company, officers, managers, representatives, and employees (collectively, the “Service Provider Parties”) from and against any claims, liabilities, costs, attorneys’ fees and legal costs, expenses, indirect or direct losses, damages and penalties (collectively, “Costs”) incurred by any such Service Provider Party arising from or relating to (i) any breach by the Company of any representation, warranty, agreement or other obligation contained in this Agreement; (ii) such Service Provider acting in accordance with any instructions given by or on behalf of the Company and/or Plan for the Funds; (iii) any untrue statement or alleged untrue statement of material fact contained in the Company registration statement, prospectus of the Funds, any sales literature of the Funds or any other document prepared by the Company Parties or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any error or omission by the Company and/or Plan in an Instruction that results in Costs; and (v) such Service Provider’s Party’s investigation, preparation or defense of any of the foregoing.
(b) The Service Provider does hereby agree to indemnify, defend and hold harmless the Company its affiliates, parent company, officers, managers, representatives, and employees (collectively, the “Company Parties”) from and against any Costs incurred by any such Company Party arising from or relating to (i) any breach by the Service Provider of any representation, warranty, agreement or other obligation contained in this Agreement; and (ii) such Company Party’s investigation, preparation or defense of any of the foregoing.
The provisions of this Section 8 shall survive the termination of this Agreement.
9. Non-Exclusivity . Both Parties may enter into other similar Servicing Agreements with any other person or persons without the other's consent.
10. Amendment and Waiver . Any of the terms of this Agreement may be waived, amended or modified in whole or in part only by a writing signed by the Parties hereto. No failure of any Party to insist upon strict performance of any provision of this Agreement shall constitute a waiver.
11. Entire Agreement . This Agreement, together with its accompanying schedule(s), constitutes the entire Agreement between the Parties with respect to the subject matter herein and there are no agreements, representations or warranties between the Parties other than those set forth or provided for herein.
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12. Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin without giving effect to the principles of conflicts of law thereof.
13. Liability; Acts Beyond Control . Notwithstanding anything herein to the contrary, Service Provider shall not be liable to the Company for any act or omission of Service Provider, provided that Service Provider acted in good faith, unless such conduct was found to constitute gross negligence or willful misconduct. Service Provider shall not be liable for undertaking any act on instructions from the Company or for failing to act in the absence of such Instructions. Service Provider shall be entitled to conclusively rely on the authenticity of any notice or other communication received from the Company so long as Service Provider reasonably believes the notice or other communication to be genuine. Under no circumstances shall Service Provider be liable to the Company for (a) any losses or unrealized gains resulting from Instructions not authorized on a timely basis, or (b) any indirect, incidental, special, consequential or punitive damages, including without limitation any damages claimed as a result of lost profits.
Service Provider shall not be responsible for losses caused directly or indirectly by conditions beyond its reasonable control, including but not limited to war, natural disaster, government or NSCC restrictions or changes, exchange, market or NSCC rulings, strikes, interruptions of communications or data processing services, or disruptions in orderly trading on any exchange or market. The Parties acknowledge that unforeseen circumstances may temporarily prohibit Service Provider from performing its services under the NSCC system.
The provisions of this Section 13 shall survive the termination of this Agreement.
14. Arbitration. Company, and its affiliates, officers, directors, representatives and employees (collectively, the “Company Parties”) hereby agree to settle by arbitration any controversy between Company and Service Provider or any of its affiliates, officers, directors, representatives, and employees, (collectively, the “Service Provider Parties”) which controversy arises out of this Agreement or any related agreement or the transactions contemplated hereby and thereby between Company and Service Provider. Such arbitration will be conducted in Milwaukee, Wisconsin, by, and according to the securities arbitration rules then in effect of, the FINRA/NASD Code of Arbitration Procedure. Arbitration may be initiated by serving or mailing a written notice.
The Parties acknowledge the following with respect to this arbitration clause, (a) arbitration is final and binding on the Parties; (b) the Parties are waiving their right to seek remedies in court, including the right to a jury trial; (c) pre-arbitration discovery is generally more limited than and different from court proceedings; (d) the arbitrators’ award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited; and (e) the panel of arbitrators will typically include arbitrators who were or are affiliated with the securities industry.
Any award the arbitrator makes will be final, and judgment on it may be entered in any court having jurisdiction. The prevailing Party shall be entitled to reasonable attorneys’ fees together with any costs and expenses. This arbitration agreement shall be enforced and interpreted exclusively in accordance with applicable federal law, including the Federal Arbitration Act.
This arbitration provision shall survive (i) termination or changes in the Agreement; and (ii) the bankruptcy of any Party. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force.
15. Assignment by Service Provider . Service Provider without the consent of the Company may assign its rights and obligations under this Agreement to any subsidiary, affiliate or successor by merger or consolidation upon written notice to Company. The Company may not assign its rights and obligations under this Agreement without the written consent of Service Provider.
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16. Attorneys’ Fees . In any arbitration, or other proceeding by which one Party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights under this Agreement, the prevailing Party shall be awarded reasonable attorneys’ fees, together with any costs and expenses, to resolve the dispute and enforce the final judgment.
17. Notice . Any notice, demand, consent, election, offer, approval, request or other communication (collectively, a “Notice”) required or permitted under this Agreement must be in writing and either delivered personally, by a nationally recognized overnight courier, or sent by certified or registered mail, postage prepaid, return receipt requested. A Notice must be addressed to a Party as follows:
if to Service Provider, to
Attention:
if to Company, to
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
Attention: Broker Dealer Services
A Notice delivered personally will be deemed given only when acknowledged in writing by the party to whom it is delivered. A Notice delivered via a nationally recognized overnight courier shall be deemed given as of the next Business Day after it is sent. A Notice that is sent via mail will be deemed given three (3) Business Days after it is mailed. The address specified by a party above for notices to be sent may be changed by such party by written notice to the other party.
18. Severability . Should any provision of this Agreement be held invalid or unenforceable by any arbitrator, statute, rule or otherwise, the remaining provisions of this Agreement will continue in full force and effect. Upon such determination that provision is invalid or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
19. Anti-Money Laundering Program . Service Provider represents and warrants that it has adopted an anti-money laundering program (“AML Program”) that complies with the Bank Secrecy Act, as amended by the USA PATRIOT Act, and any future amendments (together with the Bank Secrecy Act, the “Act”), the rules and regulations under the Act, and the rules, regulations and regulatory guidance of the SEC, the Financial Industry Regulatory Authority or any other applicable self-regulatory organization. Service Provider further represents that its AML Program, at a minimum, (1) designates a compliance officer to administer and oversee the AML Program, (2) provides ongoing employee training, (3) includes an independent audit function to test the effectiveness of the AML Program, (4) establishes internal policies, procedures, and controls that are tailored to its particular business, (5) will include a customer identification program for its institutional customers consistent with the rules under section 326 of the Act, (6) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (7) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the Act, and (8) allows for appropriate regulators to examine Service Provider’s AML books and records.
20. Market Timing . Service Provider represents that it has and will maintain policies and procedures to help assist the funds in identifying any market timing transaction that contravenes the restrictions or prohibitions on market timing, if any, as found in the then current Funds’ prospectus and/or statement of additional information.
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21. Shareholder Information Agreement . If the Service Provider is a “financial intermediary” other than a “indirect financial intermediary” each as defined in Rule 22c-2, Service Provider agrees to enter into the Rule 22c-2 Shareholder Information Agreement, substantially in the form attached hereto, with Company contemporaneously with the execution of this Agreement.
22. Right to Audit Upon the reasonable request of Fund or Company, Service Provider agrees to allow the on-site inspection of the services by which Intermediary performs pursuant to this Agreement, no more frequently than once per calendar year, with each party bearing its own costs incurred in connection with such an inspection.
Upon the reasonable request of Fund or Company ,Service Provider agrees to provide to the Fund, on an annual basis, the report of an independent public accountant or other qualified independent party containing its review of its internal controls established relative to its proper performance of the services under this Agreement (including any exhibits hereto).
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first written above.
Service Provider | ||
By: | ||
Name: | ||
Title: | ||
U.S. Bancorp Fund Services, LLC | ||
By: | ||
Name: | Mike McVoy | |
Title: | Executive Vice President |
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SCHEDULE A
THE FUNDS
NSCC
# |
Alpha
Code |
Mutual Fund | F/S |
N/W
Level |
Cusip # | NASDAQ Symbol | ||||||
Thompson IM Funds | ||||||||||||
5557 | A3 | Bond Fund | Yes | All | 884891201 | THOPX | ||||||
5557 | A3 | Large Cap Fund | Yes | All | 884891300 | THPGX | ||||||
5557 | A3 | Mid Cap Fund | Yes | All | 884891607 | THPMX |
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SCHEDULE B
THE SERVICES
Services provided may include, but are not limited to, some or all of the following:
(A) | processing dividend and distribution payments from the Funds; |
(B) | providing periodic statements showing their positions in the Shares or share equivalents; |
(C) | arranging for bank wires; |
(D) | responding to routine inquiries from authorized representatives of the Customers relating to Services performed by Service Provider; |
(E) | providing sub-accounting with respect to the Shares or the information necessary for sub-accounting; |
(F) | if required by law, forwarding shareholder communications from the Funds (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices); |
(G) | forwarding proxy statements and proxies containing any proposals regarding this Agreement or the Customer related hereto; |
(H) | aggregating and processing purchase, exchange and redemption requests with the Funds and placing net purchase, exchange and redemption orders with the Funds ; |
(I) | providing a service that invests the assets of their accounts in the Shares pursuant to specific or pre-authorized instructions; |
(J) | establishing and maintaining accounts and records relating to transactions in the Shares; |
(K) | assisting the Company and/or the Funds in changing dividend or distribution options, account designations and addresses; and |
(L) | other similar services if requested by the Company. |
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SCHEDULE C
COMPENSATION
Capitalized terms used in this Schedule have the meanings given them in the Agreement to which this Schedule C is annexed.
Annual rate of up to 0.00 % of the average daily net asset value of Fund’s shares held of record by you from time to time on behalf of Customers.
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Exhibit (H)(11)
November 6, 2015
Mr. Jason L. Stephens
Chief Executive Officer
Thompson IM Funds, Inc.
918 Deming Way, 3rd Floor
Madison, WI 53717
Re: | The LOAN AGREEMENT, as amended, restated, supplemented or otherwise modified hereby and from time to time in the future (the "Agreement"), originally dated as of October 1, 2004, by and between THOMPSON IM FUNDS, INC. (previously known as Thompson Plumb Funds, Inc.) , for the benefit of the Thompson LargeCap Fund (previously known as the Thompson Plumb Growth Fund) (the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION (the “Bank”). |
Dear Mr. Stephens:
This letter (the “Thirteenth Amendment”) when duly and validly executed by the Borrower shall amend the above referenced Agreement, effective as of November 13, 2015, such that:
1. | The Maturity Date in Section 1 shall be defined as November 11, 2016. |
2. | The definition of “Available Facility” in Section 1 shall be amended and restated to read: |
"Available Facility" shall mean at any time, the lesser of (i) $5,500,000 (ii) 5% of the gross market value of the Fund or (iii) 33.33% of the net market value (as determined solely by the Bank using consistently-applied valuation methods disclosed to the Borrower) of the unencumbered assets of the Fund which (A) are recorded on the Borrower's books and records as belonging solely to the Fund, and (B) are not subject to segregation or any special purpose usage, and (C) as to which no third party has any pledge, security interest, lien or any other rights, and (D) are held by the Bank as sole Custodian .
3. |
Section 2(c) on “Loan Requests” shall be deemed to have the first two sentences removed and add the following amended
and restated three sentences as follows:
The Borrower shall notify, by written or e-mailed notice in the form attached hereto as Exhibit B (each such notice, a "Loan Request"), such person at the Bank as the Bank may, from time to time, instruct the Borrower, by 2:00 p.m. (Eastern Time) on each day on which the Borrower desires to obtain a Loan hereunder, which day must be a Business Day, specifying the amount of the Loan desired. Any such e-mail shall be only from the confirmed e-mail address of an Authorized Officer and include approval by such Authorized Officer of an attached Loan Request (whether or not signed, and if not signed being deemed to incorporate as accepted by Borrower all terms and conditions of such Loan Request form). Notwithstanding the foregoing sentence, the Borrower may verbally request a Loan hereunder, provided that the Borrower shall, on the same day, send the Bank by such e-mail or telecopy a follow-up Loan Request in respect thereof. |
As a condition to the effectiveness of the Thirteenth Amendment, the Borrower shall deliver to the Bank a duly and validly executed revolving promissory note (the “Amended Note”) substantially in the form of Exhibit A hereto. The Amended Note shall replace and restate the Note referenced in the Agreement.
Except as modified above, all other representations, warranties, covenants, terms, and conditions set forth in the Loan Agreement shall remain in full force and effect. Capitalized terms used herein shall have the same meanings as defined in the Loan Agreement. By signing below, you hereby certify ad confirm that no Default or Event of Default (as defined in the Loan Agreement) has occurred and is continuing, nor will the execution of this Thirteenth Amendment cause such a Default or Event of Default to occur.
If the above terms represent our understanding, please indicate your agreement by signing below and returning one copy of the Thirteenth Amendment along with the promissory note to me.
Sincerely,
/s/ Shelly L. Allen |
Shelly L. Allen |
Vice President |
Accepted effective as of the 13th day of November, 2015.
Borrower: Thompson IM Funds, Inc.
By: /s/ Jason L. Stephens
Jason L. Stephens, Chief Executive Officer
EXHIBIT A
AMENDED PROMISSORY NOTE
$5,500,000 | Cincinnati, Ohio |
November 13, 2015 |
THOMPSON IM FUNDS, INC., a Wisconsin corporation, previously known as Thompson Plumb Funds, Inc. (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 11, 2016 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Five Million Five Hundred Thousand Dollars ( $5,500,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided.
This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of October 1, 2004 with respect to the Thompson LargeCap Fund, previously known as the Thompson Plumb Growth Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and evidenced by this Note (the "Loans").
This Note shall bear interest at a rate per annum equal to Prime, which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2015 and on the first day of each month thereafter, (ii) whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower repays all of the Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days but applied to the actual number of days elapsed.
As used herein, the term "Prime Rate" shall mean the rate which the Bank announces as its prime lending rate, as in effect from time to time. The Prime Rate is determined solely by the Bank pursuant to market factors and its own operating needs and does not necessarily represent the lowest or best rate actually charged to any customer. The Bank may make commercial or other loans at rates of interest at, above or below the Prime Rate.
The principal of this Note is subject to mandatory prepayments, as follows: (i) if the aggregate principal amount of the Loans outstanding exceeds the Available Facility at any time, such excess shall be immediately due and payable and (ii) the principal of this Note shall be due and payable in full on the Maturity Date and, if earlier, the date on which the Loans become due, whether by virtue of demand, acceleration or otherwise. This Note may be voluntarily prepaid in whole or in part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $ 1,000.00 or, if less, the outstanding balance of this Note.
If any payment is not made within ten (10) days after the date due, the Borrower shall pay the Bank an amount equal to five percent (5%) of such payment or $50.00, whichever is greater.
An "Event of Default" as described in the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default, the Bank shall have all rights and remedies provided herein, in the Loan Agreement and otherwise available at law or in equity. At the option of the Bank, upon the occurrence and during the continuance of any Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest prior to the occurrence of such Event of Default) payable on demand at a rate equal to three percent (3%) per annum in excess of the otherwise applicable rate.
All payments of principal and interest hereunder shall be made in immediately available funds to the Bank at 425 Walnut Street, Cincinnati, Ohio 45202, M.L. CN-OH-W6TC, or at such other place as may be designated by the holder hereof to the Borrower in writing. The Borrower authorizes the Bank to charge any account, in the name of the Fund, or charge or increase any loan balance of the Borrower at the Bank for the amount of any interest or principal payments due to the Bank hereunder. The Bank is further authorized by the Borrower to enter from time to time the balance of this Note and all payments thereon on the reverse of this Note or in the Bank's regularly maintained data processing records, and the aggregate unpaid amount set forth thereon or therein shall be presumptive evidence of the amount owing to the Bank and unpaid on this Note, absent manifest error.
If any term or condition of this Note conflicts with the express terms or conditions of the Loan Agreement, the terms and conditions of the Loan Agreement shall control. Terms used but not defined herein shall have the same meanings herein as in the Loan Agreement.
IMPORTANT: This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance.
Without limitation on the ability of the Bank to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement.
Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived.
Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of Bank against Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Agreement and/or any and all collateral and security for the Loans and obligations.
WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK.
THOMPSON IM FUNDS, INC. | ||
By: | ||
Name: Jason L. Stephens | ||
Title: Chief Executive Officer |
AMENDED PROMISSORY NOTE
$5,500,000 | Cincinnati, Ohio |
November 13, 2015 |
THOMPSON IM FUNDS, INC., a Wisconsin corporation, previously known as Thompson Plumb Funds, Inc. (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 11, 2016 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Five Million Five Hundred Thousand Dollars ( $5,500,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided.
This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of October 1, 2004 with respect to the Thompson LargeCap Fund, previously known as the Thompson Plumb Growth Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and evidenced by this Note (the "Loans").
This Note shall bear interest at a rate per annum equal to Prime, which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2015 and on the first day of each month thereafter, (ii) whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower repays all of the Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days but applied to the actual number of days elapsed.
As used herein, the term "Prime Rate" shall mean the rate which the Bank announces as its prime lending rate, as in effect from time to time. The Prime Rate is determined solely by the Bank pursuant to market factors and its own operating needs and does not necessarily represent the lowest or best rate actually charged to any customer. The Bank may make commercial or other loans at rates of interest at, above or below the Prime Rate.
The principal of this Note is subject to mandatory prepayments, as follows: (i) if the aggregate principal amount of the Loans outstanding exceeds the Available Facility at any time, such excess shall be immediately due and payable and (ii) the principal of this Note shall be due and payable in full on the Maturity Date and, if earlier, the date on which the Loans become due, whether by virtue of demand, acceleration or otherwise. This Note may be voluntarily prepaid in whole or in part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $ 1,000.00 or, if less, the outstanding balance of this Note.
If any payment is not made within ten (10) days after the date due, the Borrower shall pay the Bank an amount equal to five percent (5%) of such payment or $50.00, whichever is greater.
An "Event of Default" as described in the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default, the Bank shall have all rights and remedies provided herein, in the Loan Agreement and otherwise available at law or in equity. At the option of the Bank, upon the occurrence and during the continuance of any Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest prior to the occurrence of such Event of Default) payable on demand at a rate equal to three percent (3%) per annum in excess of the otherwise applicable rate.
All payments of principal and interest hereunder shall be made in immediately available funds to the Bank at 425 Walnut Street, Cincinnati, Ohio 45202, M.L. CN-OH-W6TC, or at such other place as may be designated by the holder hereof to the Borrower in writing. The Borrower authorizes the Bank to charge any account, in the name of the Fund, or charge or increase any loan balance of the Borrower at the Bank for the amount of any interest or principal payments due to the Bank hereunder. The Bank is further authorized by the Borrower to enter from time to time the balance of this Note and all payments thereon on the reverse of this Note or in the Bank's regularly maintained data processing records, and the aggregate unpaid amount set forth thereon or therein shall be presumptive evidence of the amount owing to the Bank and unpaid on this Note, absent manifest error.
If any term or condition of this Note conflicts with the express terms or conditions of the Loan Agreement, the terms and conditions of the Loan Agreement shall control. Terms used but not defined herein shall have the same meanings herein as in the Loan Agreement.
IMPORTANT: This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance.
Without limitation on the ability of the Bank to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement.
Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived.
Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of Bank against Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Agreement and/or any and all collateral and security for the Loans and obligations.
WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK.
THOMPSON IM FUNDS, INC. | |
By: /s/ Jason L. Stephens | |
Name: Jason L. Stephens | |
Title: Chief Executive Officer |
Exhibit (H)(13)
November 6, 2015
Mr. Jason L. Stephens
Chief Executive Officer
Thompson IM Funds, Inc.
918 Deming Way, 3rd Floor
Madison, WI 53717
Re: | The LOAN AGREEMENT, as amended, restated, supplemented or otherwise modified hereby and from time to time in the future (the "Agreement"), originally dated as of October 1, 2004, by and between THOMPSON IM FUNDS, INC. (previously known as Thompson Plumb Funds, Inc.) , for the benefit of the Thompson Bond Fund (previously known as the Thompson Plumb Bond Fund) (the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION (the “Bank”). |
Dear Mr. Stephens:
This letter (the “Thirteenth Amendment”) when duly and validly executed by the Borrower shall amend the above referenced Agreement, effective as of November 13, 2015, such that:
1. | The Maturity Date in Section 1 shall be defined as November 11, 2016. |
2. | The definition of “Available Facility” in Section 1 shall be amended and restated to read: |
"Available Facility" shall mean at any time, the lesser of (i) $145,000,000 (ii) 5% of the gross market value of the Fund or (iii) 33.33% of the net market value (as determined solely by the Bank using consistently-applied valuation methods disclosed to the Borrower) of the unencumbered assets of the Fund which (A) are recorded on the Borrower's books and records as belonging solely to the Fund, and (B) are not subject to segregation or any special purpose usage, and (C) as to which no third party has any pledge, security interest, lien or any other rights, and (D) are held by the Bank as sole Custodian.
3. |
Section 2(c) on “Loan Requests” shall be deemed to have the first two sentences removed and add the following amended
and restated three sentences as follows:
The Borrower shall notify, by written or e-mailed notice in the form attached hereto as Exhibit B (each such notice, a "Loan Request"), such person at the Bank as the Bank may, from time to time, instruct the Borrower, by 2:00 p.m. (Eastern Time) on each day on which the Borrower desires to obtain a Loan hereunder, which day must be a Business Day, specifying the amount of the Loan desired. Any such e-mail shall be only from the confirmed e-mail address of an Authorized Officer and include approval by such Authorized Officer of an attached Loan Request (whether or not signed, and if not signed being deemed to incorporate as accepted by Borrower all terms and conditions of such Loan Request form). Notwithstanding the foregoing sentence, the Borrower may verbally request a Loan hereunder, provided that the Borrower shall, on the same day, send the Bank by such e-mail or telecopy a follow-up Loan Request in respect thereof. |
As a condition to the effectiveness of the Thirteenth Amendment, the Borrower shall deliver to the Bank a duly and validly executed revolving promissory note (the “Amended Note”) substantially in the form of Exhibit A hereto. The Amended Note shall replace and restate the Note referenced in the Agreement.
Except as modified above, all other representations, warranties, covenants, terms, and conditions set forth in the Loan Agreement shall remain in full force and effect. Capitalized terms used herein shall have the same meanings as defined in the Loan Agreement. By signing below, you hereby certify ad confirm that no Default or Event of Default (as defined in the Loan Agreement) has occurred and is continuing, nor will the execution of this Thirteenth Amendment cause such a Default or Event of Default to occur.
If the above terms represent our understanding, please indicate your agreement by signing below and returning one copy of the Thirteenth Amendment along with the promissory note to me.
Sincerely,
/s/ Shelly L. Allen
Shelly L. Allen
Vice President
Accepted effective as of the 13th day of November, 2015.
Borrower: Thompson IM Funds, Inc.
By: /s/ Jason L. Stephens
Jason L. Stephens, Chief Executive Officer
EXHIBIT A
AMENDED PROMISSORY NOTE
$145,000,000 | Cincinnati, Ohio |
November 13, 2015 |
THOMPSON IM FUNDS, INC., a Wisconsin corporation, previously known as Thompson Plumb Funds, Inc. (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 11, 2016 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of One Hundred Forty Five Million Dollars ($145,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided.
This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of October 1, 2004 with respect to the Thompson Bond Fund, previously known as the Thompson Plumb Bond Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and evidenced by this Note (the "Loans").
This Note shall bear interest at a rate per annum equal to Prime , which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2015 and on the first day of each month thereafter, (ii) whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower repays all of the Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days but applied to the actual number of days elapsed.
As used herein, the term "Prime Rate" shall mean the rate which the Bank announces as its prime lending rate, as in effect from time to time. The Prime Rate is determined solely by the Bank pursuant to market factors and its own operating needs and does not necessarily represent the lowest or best rate actually charged to any customer. The Bank may make commercial or other loans at rates of interest at, above or below the Prime Rate.
The principal of this Note is subject to mandatory prepayments, as follows: (i) if the aggregate principal amount of the Loans outstanding exceeds the Available Facility at any time, such excess shall be immediately due and payable and (ii) the principal of this Note shall be due and payable in full on the Maturity Date and, if earlier, the date on which the Loans become due, whether by virtue of demand, acceleration or otherwise. This Note may be voluntarily prepaid in whole or in part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $1,000.00 or, if less, the outstanding balance of this Note.
If any payment is not made within ten (10) days after the date due, the Borrower shall pay the Bank an amount equal to five percent (5%) of such payment or $50.00, whichever is greater.
An "Event of Default" as described in the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default, the Bank shall have all rights and remedies provided herein, in the Loan Agreement and otherwise available at law or in equity. At the option of the Bank, upon the occurrence and during the continuance of any Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest prior to the occurrence of such Event of Default) payable on demand at a rate equal to three percent (3%) per annum in excess of the otherwise applicable rate.
All payments of principal and interest hereunder shall be made in immediately available funds to the Bank at 425 Walnut Street, Cincinnati, Ohio 45202, M.L. CN-OH-W6TC, or at such other place as may be designated by the holder hereof to the Borrower in writing. The Borrower authorizes the Bank to charge any account, in the name of the Fund, or charge or increase any loan balance of the Borrower at the Bank for the amount of any interest or principal payments due to the Bank hereunder. The Bank is further authorized by the Borrower to enter from time to time the balance of this Note and all payments thereon on the reverse of this Note or in the Bank's regularly maintained data processing records, and the aggregate unpaid amount set forth thereon or therein shall be presumptive evidence of the amount owing to the Bank and unpaid on this Note, absent manifest error.
If any term or condition of this Note conflicts with the express terms or conditions of the Loan Agreement, the terms and conditions of the Loan Agreement shall control. Terms used but not defined herein shall have the same meanings herein as in the Loan Agreement.
IMPORTANT: This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance.
Without limitation on the ability of the Bank to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement.
Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived.
Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of Bank against Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Agreement and/or any and all collateral and security for the Loans and obligations.
WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK.
THOMPSON IM FUNDS, INC. | ||
By: | ||
Name: Jason L. Stephens | ||
Title: Chief Executive Officer |
AMENDED PROMISSORY NOTE
$145,000,000 | Cincinnati, Ohio |
November 13, 2015 |
THOMPSON IM FUNDS, INC., a Wisconsin corporation, previously known as Thompson Plumb Funds, Inc. (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 11, 2016 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of One Hundred Forty Five Million Dollars ($145,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided.
This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of October 1, 2004 with respect to the Thompson Bond Fund, previously known as the Thompson Plumb Bond Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and evidenced by this Note (the "Loans").
This Note shall bear interest at a rate per annum equal to Prime , which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2015 and on the first day of each month thereafter, (ii) whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower repays all of the Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days but applied to the actual number of days elapsed.
As used herein, the term "Prime Rate" shall mean the rate which the Bank announces as its prime lending rate, as in effect from time to time. The Prime Rate is determined solely by the Bank pursuant to market factors and its own operating needs and does not necessarily represent the lowest or best rate actually charged to any customer. The Bank may make commercial or other loans at rates of interest at, above or below the Prime Rate.
The principal of this Note is subject to mandatory prepayments, as follows: (i) if the aggregate principal amount of the Loans outstanding exceeds the Available Facility at any time, such excess shall be immediately due and payable and (ii) the principal of this Note shall be due and payable in full on the Maturity Date and, if earlier, the date on which the Loans become due, whether by virtue of demand, acceleration or otherwise. This Note may be voluntarily prepaid in whole or in part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $1,000.00 or, if less, the outstanding balance of this Note.
If any payment is not made within ten (10) days after the date due, the Borrower shall pay the Bank an amount equal to five percent (5%) of such payment or $50.00, whichever is greater.
An "Event of Default" as described in the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default, the Bank shall have all rights and remedies provided herein, in the Loan Agreement and otherwise available at law or in equity. At the option of the Bank, upon the occurrence and during the continuance of any Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest prior to the occurrence of such Event of Default) payable on demand at a rate equal to three percent (3%) per annum in excess of the otherwise applicable rate.
All payments of principal and interest hereunder shall be made in immediately available funds to the Bank at 425 Walnut Street, Cincinnati, Ohio 45202, M.L. CN-OH-W6TC, or at such other place as may be designated by the holder hereof to the Borrower in writing. The Borrower authorizes the Bank to charge any account, in the name of the Fund, or charge or increase any loan balance of the Borrower at the Bank for the amount of any interest or principal payments due to the Bank hereunder. The Bank is further authorized by the Borrower to enter from time to time the balance of this Note and all payments thereon on the reverse of this Note or in the Bank's regularly maintained data processing records, and the aggregate unpaid amount set forth thereon or therein shall be presumptive evidence of the amount owing to the Bank and unpaid on this Note, absent manifest error.
If any term or condition of this Note conflicts with the express terms or conditions of the Loan Agreement, the terms and conditions of the Loan Agreement shall control. Terms used but not defined herein shall have the same meanings herein as in the Loan Agreement.
IMPORTANT: This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance.
Without limitation on the ability of the Bank to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement.
Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived.
Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of Bank against Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Agreement and/or any and all collateral and security for the Loans and obligations.
WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK.
THOMPSON IM FUNDS, INC. | |
By: /s/ Jason L. Stephens | |
Name: Jason L. Stephens | |
Title: Chief Executive Officer |
Exhibit (H)(15)
November 6, 2015
Mr. Jason L. Stephens
Chief Executive Officer
Thompson IM Funds, Inc.
918 Deming Way, 3rd Floor
Madison, WI 53717
Re: | The LOAN AGREEMENT, as amended, restated, supplemented or otherwise modified hereby and from time to time in the future (the "Agreement"), originally dated as of April 25, 2008, by and between THOMPSON IM FUNDS, INC. (previously known as Thompson Plumb Funds, Inc.) , for the benefit of the Thompson MidCap Fund (previously known as the Thompson Plumb MidCap Fund) (the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION (the “Bank”). |
Dear Mr. Stephens:
This letter (the “Ninth Amendment”) when duly and validly executed by the Borrower shall amend the above referenced Agreement, effective as of November 13, 2015, such that:
1. | The Maturity Date in Section 1 shall be defined as November 11, 2016. |
2. | Section 2(c) on “Loan Requests” shall be deemed to have the first two sentences removed and add the following amended and restated three sentences as follows: |
The Borrower shall notify, by written or e-mailed notice in the form attached hereto as Exhibit B (each such notice, a "Loan Request"), such person at the Bank as the Bank may, from time to time, instruct the Borrower, by 2:00 p.m. (Eastern Time) on each day on which the Borrower desires to obtain a Loan hereunder, which day must be a Business Day, specifying the amount of the Loan desired. Any such e-mail shall be only from the confirmed e-mail address of an Authorized Officer and include approval by such Authorized Officer of an attached Loan Request (whether or not signed, and if not signed being deemed to incorporate as accepted by Borrower all terms and conditions of such Loan Request form). Notwithstanding the foregoing sentence, the Borrower may verbally request a Loan hereunder, provided that the Borrower shall, on the same day, send the Bank by such e-mail or telecopy a follow-up Loan Request in respect thereof. |
As a condition to the effectiveness of the Ninth Amendment, the Borrower shall deliver to the Bank a duly and validly executed revolving promissory note (the “Amended Note”) substantially in the form of Exhibit A hereto. The Amended Note shall replace and restate the Note referenced in the Agreement.
Except as modified above, all other representations, warranties, covenants, terms, and conditions set forth in the Loan Agreement shall remain in full force and effect. Capitalized terms used herein shall have the same meanings as defined in the Loan Agreement. By signing below, you hereby certify ad confirm that no Default or Event of Default (as defined in the Loan Agreement) has occurred and is continuing, nor will the execution of this Ninth Amendment cause such a Default or Event of Default to occur.
If the above terms represent our understanding, please indicate your agreement by signing below and returning one copy of the Ninth Amendment along with the promissory note to me.
Sincerely,
/s/ Shelly L. Allen
Shelly L. Allen
Vice President
Accepted effective as of the 13th day of November, 2015.
Borrower: Thompson IM Funds, Inc.
By: /s/ Jason L. Stephens
Jason L. Stephens, Chief Executive Officer
EXHIBIT A
AMENDED PROMISSORY NOTE
$2,000,000 | Cincinnati, Ohio |
November 13, 2015 |
THOMPSON IM FUNDS, INC., a Wisconsin corporation, previously known as Thompson Plumb Funds, Inc. (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 11, 2016 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Two Million Dollars ($2,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided.
This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of April 25, 2008 with respect to the Thompson MidCap Fund, previously known as the Thompson Plumb MidCap Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and evidenced by this Note (the "Loans").
This Note shall bear interest at a rate per annum equal to Prime, which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2015 and on the first day of each month thereafter, (ii) whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower repays all of the Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days but applied to the actual number of days elapsed.
As used herein, the term "Prime Rate" shall mean the rate which the Bank announces as its prime lending rate, as in effect from time to time. The Prime Rate is determined solely by the Bank pursuant to market factors and its own operating needs and does not necessarily represent the lowest or best rate actually charged to any customer. The Bank may make commercial or other loans at rates of interest at, above or below the Prime Rate.
The principal of this Note is subject to mandatory prepayments, as follows: (i) if the aggregate principal amount of the Loans outstanding exceeds the Available Facility at any time, such excess shall be immediately due and payable and (ii) the principal of this Note shall be due and payable in full on the Maturity Date and, if earlier, the date on which the Loans become due, whether by virtue of demand, acceleration or otherwise. This Note may be voluntarily prepaid in whole or in part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $ 1,000.00 or, if less, the outstanding balance of this Note.
If any payment is not made within ten (10) days after the date due, the Borrower shall pay the Bank an amount equal to five percent (5%) of such payment or $50.00, whichever is greater.
An "Event of Default" as described in the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default, the Bank shall have all rights and remedies provided herein, in the Loan Agreement and otherwise available at law or in equity. At the option of the Bank, upon the occurrence and during the continuance of any Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest prior to the occurrence of such Event of Default) payable on demand at a rate equal to three percent (3%) per annum in excess of the otherwise applicable rate.
All payments of principal and interest hereunder shall be made in immediately available funds to the Bank at 425 Walnut Street, Cincinnati, Ohio 45202, M.L. CN-OH-W6TC, or at such other place as may be designated by the holder hereof to the Borrower in writing. The Borrower authorizes the Bank to charge any account, in the name of the Fund, or charge or increase any loan balance of the Borrower at the Bank for the amount of any interest or principal payments due to the Bank hereunder. The Bank is further authorized by the Borrower to enter from time to time the balance of this Note and all payments thereon on the reverse of this Note or in the Bank's regularly maintained data processing records, and the aggregate unpaid amount set forth thereon or therein shall be presumptive evidence of the amount owing to the Bank and unpaid on this Note, absent manifest error.
If any term or condition of this Note conflicts with the express terms or conditions of the Loan Agreement, the terms and conditions of the Loan Agreement shall control. Terms used but not defined herein shall have the same meanings herein as in the Loan Agreement.
IMPORTANT: This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance.
Without limitation on the ability of the Bank to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement.
Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived.
Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of Bank against Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Agreement and/or any and all collateral and security for the Loans and obligations.
WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK.
THOMPSON IM FUNDS, INC. | ||
By: | ||
Name: | Jason L. Stephens | |
Title: | Chief Executive Officer |
AMENDED PROMISSORY NOTE
$2,000,000 | Cincinnati, Ohio |
November 13, 2015 |
THOMPSON IM FUNDS, INC., a Wisconsin corporation, previously known as Thompson Plumb Funds, Inc. (the "Borrower"), for value received, hereby promises to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Bank"), or its successors or assigns, on or before November 11, 2016 or such earlier date specified in the Loan Agreement as the Maturity Date (the "Maturity Date"), the principal sum of Two Million Dollars ($2,000,000.00), or such portion thereof as may be outstanding from time to time as a Loan under the hereinafter-described Loan Agreement, together with interest thereon as hereinafter provided.
This Amended Note is the "Note" to which reference is made in the Loan Agreement originally dated as of April 25, 2008 with respect to the Thompson MidCap Fund, previously known as the Thompson Plumb MidCap Fund (the "Fund") between the Borrower and the Bank (as amended, supplemented or otherwise modified as of even date herewith and from time to time in the future, the "Loan Agreement") and is subject to the terms and conditions thereof, including without limitation the terms thereof providing for acceleration of maturity of the loans made by the Bank to the Borrower under the Loan Agreement and evidenced by this Note (the "Loans").
This Note shall bear interest at a rate per annum equal to Prime, which interest shall be payable to the Bank (i) monthly, in arrears, commencing on December 1, 2015 and on the first day of each month thereafter, (ii) whenever all or any part of the Loans are due and payable, whether on the Maturity Date, by virtue of a mandatory prepayment, or by reason of demand, acceleration or otherwise (on the amount so due and payable) and (iii) whenever the Borrower repays all of the Loans as a voluntary prepayment. Interest on this Note shall be computed on the basis of a year consisting of three hundred sixty (360) days but applied to the actual number of days elapsed.
As used herein, the term "Prime Rate" shall mean the rate which the Bank announces as its prime lending rate, as in effect from time to time. The Prime Rate is determined solely by the Bank pursuant to market factors and its own operating needs and does not necessarily represent the lowest or best rate actually charged to any customer. The Bank may make commercial or other loans at rates of interest at, above or below the Prime Rate.
The principal of this Note is subject to mandatory prepayments, as follows: (i) if the aggregate principal amount of the Loans outstanding exceeds the Available Facility at any time, such excess shall be immediately due and payable and (ii) the principal of this Note shall be due and payable in full on the Maturity Date and, if earlier, the date on which the Loans become due, whether by virtue of demand, acceleration or otherwise. This Note may be voluntarily prepaid in whole or in part at any time, without premium or penalty; provided, however that each prepayment of principal shall be in an amount equal to, or greater than, $ 1,000.00 or, if less, the outstanding balance of this Note.
If any payment is not made within ten (10) days after the date due, the Borrower shall pay the Bank an amount equal to five percent (5%) of such payment or $50.00, whichever is greater.
An "Event of Default" as described in the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence of an Event of Default, the Bank shall have all rights and remedies provided herein, in the Loan Agreement and otherwise available at law or in equity. At the option of the Bank, upon the occurrence and during the continuance of any Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest prior to the occurrence of such Event of Default) payable on demand at a rate equal to three percent (3%) per annum in excess of the otherwise applicable rate.
All payments of principal and interest hereunder shall be made in immediately available funds to the Bank at 425 Walnut Street, Cincinnati, Ohio 45202, M.L. CN-OH-W6TC, or at such other place as may be designated by the holder hereof to the Borrower in writing. The Borrower authorizes the Bank to charge any account, in the name of the Fund, or charge or increase any loan balance of the Borrower at the Bank for the amount of any interest or principal payments due to the Bank hereunder. The Bank is further authorized by the Borrower to enter from time to time the balance of this Note and all payments thereon on the reverse of this Note or in the Bank's regularly maintained data processing records, and the aggregate unpaid amount set forth thereon or therein shall be presumptive evidence of the amount owing to the Bank and unpaid on this Note, absent manifest error.
If any term or condition of this Note conflicts with the express terms or conditions of the Loan Agreement, the terms and conditions of the Loan Agreement shall control. Terms used but not defined herein shall have the same meanings herein as in the Loan Agreement.
IMPORTANT: This Note shall be deemed made in Ohio and shall in all respects be governed by and construed in accordance with the laws of the State of Ohio, including all matters of construction, validity and performance.
Without limitation on the ability of the Bank to initiate and prosecute any action or proceeding in any applicable jurisdiction related to loan repayment, the Borrower and the Bank agree that any action or proceeding commenced by or on behalf of the parties arising out of or relating to this Note shall be commenced and maintained exclusively in the United States District Court for the Southern District of Ohio, or any other court of applicable jurisdiction located in Cincinnati, Ohio. The Borrower and the Bank also agree that a summons and complaint commencing an action or proceeding in any such Ohio courts by or on behalf of such parties shall be properly served and shall confer personal jurisdiction on a party to which said party consents, if (i) served personally or by registered or certified mail to the other party at any of its addresses noted herein, or (ii) as otherwise provided under the laws of the State of Ohio. The Borrower and the Bank hereby waive all rights to trial by jury in any proceeding arising out of or related to this Note. The interest rate and all other terms of this Note negotiated with the Borrower are, in part, related to the aforesaid provisions on jurisdiction, which the Bank deems a vital part of this loan arrangement.
Presentment for payment, notice of dishonor, protest, demand, notice of protest and all other notices are hereby waived.
Borrower hereby irrevocably authorizes and empowers any attorney-at-law to appear for Borrower in any action upon or in connection with this Agreement at any time after the Loans and/or other obligations of Borrower evidenced hereby become due, as herein provided, in any court in or of the State of Ohio or elsewhere, and waives the issuance and service of process with respect thereto, and irrevocably authorizes and empowers any such attorney-at-law to confess judgment in favor of Bank against Borrower in the amount due thereon or hereon, plus interest as herein provided, and all costs of collection, and waives and releases all errors in any said proceedings and judgments and all rights of appeal from the judgment rendered. The Borrower agrees and consents that the attorney confessing judgment on behalf of the Borrower hereunder may also be counsel to the Bank and/or the Bank’s affiliates, and the Borrower hereby further waives any conflict of interest which might otherwise arise and consents to the Bank paying such confessing attorney a legal fee or allowing such attorneys’ fees to be paid from proceeds of collection of this Agreement and/or any and all collateral and security for the Loans and obligations.
WARNING—BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE BANK.
THOMPSON IM FUNDS, INC. | ||
By: | /s/ Jason L. Stephens | |
Name: | Jason L. Stephens | |
Title: | Chief Executive Officer |
Exhibit (H)(17)
Thompson Investment Management, Inc.
918 Deming Way
Madison, Wisconsin 53717
November 20, 2015
Thompson IM Funds, Inc.
918 Deming Way
Madison, Wisconsin 53717
Attn: Board of Directors
Re: | Expense Reimbursement and Fee Waiver Commitment |
Ladies and Gentlemen:
This is to confirm the commitment of Thompson Investment Management, Inc., as investment adviser to the Thompson Bond Fund, to waive fees and/or reimburse expenses from March 31, 2016 through March 31, 2017 so that the annual operating expenses of the Bond Fund do not exceed 0.80% of average daily net assets.
Very truly yours, | ||
Thompson Investment Management, Inc. | ||
By: | /s/ Jason L. Stephens | |
Name: | Jason L. Stephens | |
Title: | Chief Executive Officer |
Exhibit (H)(18)
Thompson Investment Management, Inc.
918 Deming Way
Madison, Wisconsin 53717
November 20, 2015
Thompson IM Funds, Inc.
918 Deming Way
Madison, Wisconsin 53717
Attn: Board of Directors
Re: | Expense Reimbursement and Fee Waiver Commitment |
Ladies and Gentlemen:
This is to confirm the commitment of Thompson Investment Management, Inc., as investment adviser to the Thompson MidCap Fund, to waive fees and/or reimburse expenses from December 1, 2015 through March 31, 2017 so that the annual operating expenses of the MidCap Fund do not exceed 1.25% of average daily net assets.
Very truly yours, | ||
Thompson Investment Management, Inc. | ||
By: | /s/ Jason L. Stephens | |
Name: | Jason L. Stephens | |
Title: | Chief Executive Officer |
Exhibit (H)(19)
Thompson Investment Management, Inc.
918 Deming Way
Madison, Wisconsin 53717
November 20, 2015
Thompson IM Funds, Inc.
918 Deming Way
Madison, Wisconsin 53717
Attn: Board of Directors
Re: | Expense Reimbursement and Fee Waiver Commitment |
Ladies and Gentlemen:
This is to confirm the commitment of Thompson Investment Management, Inc., as investment adviser to the Thompson LargeCap Fund, to waive fees and/or reimburse expenses from December 1, 2015 through March 31, 2017 so that the annual operating expenses of the LargeCap Fund do not exceed 1.13% of average daily net assets.
Very truly yours, | ||
Thompson Investment Management, Inc. | ||
By: | /s/ Jason L. Stephens | |
Name: | Jason L. Stephens | |
Title: | Chief Executive Officer |
Exhibit (J)(1)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated January 20, 2016, relating to the financial statements and financial highlights of Thompson IM Funds, Inc., comprising the Thompson LargeCap Fund, Thompson MidCap Fund, and Thompson Bond Fund (the “Funds”), for the year ended November 30, 2015, and to the references to our firm under the headings “Financial Highlights” in the Prospectus and “Counsel and Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information.
/s/ Cohen Fund Audit Services, Ltd.
Cohen Fund Audit Services, Ltd.
Cleveland, Ohio
March 28, 2016
Exhibit (J)(2)
|
411 East Wisconsin Avenue
www.quarles.com |
Attorneys at Law in Chicago Indianapolis Madison Milwaukee Naples Phoenix Scottsdale Tampa Tucson Washington, D.C. |
Writer’s Direct Dial: 414-277-5817 E-Mail: Matthew.Vogel@quarles.com |
March 28, 2016
Thompson IM Funds, Inc.
918 Deming Way
Madison, Wisconsin 53717
Ladies and Gentlemen:
We hereby consent to the incorporation of our opinion regarding the legality of the shares of Thompson IM Funds, Inc. (f/k/a Thompson Plumb Funds, Inc.) into the Post-Effective Amendment to Thompson IM Funds’ Registration Statement to which this consent letter is attached as an Exhibit. Our legal opinion appeared as an Exhibit to Post-Effective Amendment No. 28 to Thompson IM Funds’ Registration Statement on Form N-1A (1933 Act Registration No. 33-6418), which was filed with the Securities and Exchange Commission on March 27, 2009. We hereby consent to the references to our firm in the Prospectus and Statement of Additional Information constituting parts of the Registration Statement.
Very truly yours,
/s/ Quarles & Brady LLP
QUARLES & BRADY LLP
Exhibit 99(P)
THOMPSON IM FUNDS, INC.
and
THOMPSON INVESTMENT MANAGEMENT , INC.
CODE OF ETHICS WITH RESPECT TO
SECURITIES TRANSACTIONS OF ACCESS PERSONS
As Amended Through May 14, 2015
TABLE OF CONTENTS
I. | INTRODUCTION |
Rule 17j-1 under the Investment Company Act of 1940 (the "1940 Act") requires investment companies, as well as their investment advisers and principal underwriters, to adopt written codes of ethics containing provisions reasonably necessary to prevent "access persons" from engaging in any act, practice, or course of business prohibited under the anti-fraud provisions of the Rule. Pursuant to the requirements of Rule 17j-1, Thompson IM Funds, Inc. (the "Funds") and Thompson Investment Management, Inc. ("Adviser") have adopted this Code of Ethics (the "Code") with respect to the securities transactions of the directors, officers, and certain employees of the Fund and the Adviser that come within the term "Access Person," as defined below. The Board of Directors of the Fund (including a majority of the independent directors) and the President of the Adviser have approved this Code.
In addition, Rule 204A-1 under the Investment Advisers Act of 1940 (the "Advisers Act") requires federally registered investment advisers to establish, maintain and enforce written codes of ethics that include, among other matters, standards of business conduct required of "supervised persons," provisions requiring supervised persons to comply with applicable Federal Securities Laws, provisions requiring "access persons" to report their personal securities transactions and holdings and obtain approval before they acquire beneficial ownership of any security in an initial public offering or private placement. This Code has been adopted by the Adviser and is intended to comply with Advisers Act Rule 204A-1.
In addition to complying with the requirements of 1940 Act Rule 17j-1 and Advisers Act Rule 204A-1, this Code reflects the principal recommendations in the May 9, 1994 Report of the Investment Company Institute Advisory Group on Personal Investing. It is intended to provide guidance to access persons of the Fund and the Adviser in the conduct of their personal investments to eliminate the possibility of securities transactions occurring that place, or appear to place, such persons in conflict with the interests of the Fund, their shareholders, or the Adviser's clients. As required by 1940 Act Rule 17j-1, a copy of this Code has been filed with the Securities and Exchange Commission.
Your receipt of this Code for your review and signature means that you are a person to whom the Code applies. You are required to acknowledge in writing that you have received a copy of this Code, as well as any amendments to the Code. You are required to certify annually that you have read, understood and complied with this Code.
If you have any questions concerning this Code, please contact the Compliance Officer for the Adviser and/or Fund counsel.
2 |
II. | DEFINITIONS |
A. | Access Person . "Access Person" means (1) any Advisory Person of the Funds or of the Adviser, and (2) any Supervised Person who has access to non-public information regarding any Client’s purchase or sale of Covered Securities or non-public information regarding the portfolio holdings of any Fund or who is involved in making securities recommendations to Clients, or has access to such recommendations that are non-public. All officers, directors, general partners and employees of the Funds and Advisor are considered Access Persons. The Chief Compliance Officer maintains a list of Access Persons. |
B. | Adviser . The "Adviser" means Thompson Investment Management, Inc. |
C. | Advisory Person . "Advisory Person" means any director, officer, general partner or employee of the Funds or the Adviser (1) who, in connection with his regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Covered Security by or on behalf of the Funds, or (2) whose functions relate to the making of any recommendations with respect to such purchases or sales. In the event that any individual or company is in a Control relationship with the Funds or the Adviser, the term "Advisory Person" includes such individual company, or any employee of such a company to the same extent as an employee of the Funds or the Adviser. |
D. | Automatic Investment Plan . "Automatic Investment Plan" means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan. |
E. | Beneficial Ownership . "Beneficial Ownership" has the same meaning as used in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, except that the term applies to both debt and equity securities. "Beneficial Ownership" under Rule 16a-1(a)(2) includes accounts of a spouse, minor children who reside in an Access Person's home and any other relatives (parents, adult children, brothers, sisters, etc.) whose investments the Access Person directs or controls, whether the person lives with the Access Person or not, as well as accounts of another person (individual, partner, corporation, trust, custodian, or other entity) if by reason of any contract, understanding, relationship, agreement or other arrangement the Access Person obtains or may obtain therefrom a direct or indirect pecuniary interest. A person does not derive a direct or indirect pecuniary interest by virtue of serving as a trustee or executor unless he or a member of his immediate family has a vested interest in the income or corpus of the trust or estate. A copy of Release No. 34-18114 issued by the Securities and Exchange Commission on the meaning of the term "Beneficial Ownership" is available upon request from the Compliance Officer, and should be reviewed carefully by any Access Person before preparing any reports required by this Code. |
3 |
F. | Being Considered for Purchase or Sale . A security is "Being Considered for Purchase or Sale" when a recommendation to purchase or sell such security has been made and communicated by an Advisory Person of the Fund or the Adviser, in the course of his duties and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. |
G. | Client . "Client" means any investment advisory client of the Adviser. |
H. | Compliance Officer . "Compliance Officer" means the Chief Compliance Officer of the Funds and the Advisor, as well as any designee appointed by such person. |
I. | Control . "Control" means the power to exercise a controlling influence over the management and policies of a company, unless such power is solely the result of an official position with such company. |
J. | Covered Security . "Covered Security" means any security, as defined in Section 2(a)(36) of the 1940 Act, except such term shall not include shares of registered open-end investment companies (other than the Funds or exchange-traded funds), direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper or, high quality short-term debt instruments, including repurchase agreements. A copy of Section 2(a)(36) of the 1940 Act is available from the Compliance Officer upon Request. |
K. | Disinterested Director . "Disinterested Director" means a director of the Funds or the Adviser who is not an "interested person" of the Funds within the meaning of Section 2(a)(19)(A) of the 1940 Act, an "interested person" of the Adviser within the meaning of Section 2(a)(19)(B) of the 1940 Act. These directors have been designated by the Fund or the Adviser as appropriate. |
L. | Federal Securities Laws . "Federal Securities Laws" means the Securities Act of 1933, Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers and any rules adopted by the SEC or the Department of the Treasury. |
M. | Funds . “Funds” mean Thompson IM Funds, Inc., including its various mutual fund series, and a “Fund” means any one of such series. |
N. | Fund Share . “Fund Share” means a share of common stock of any Fund. |
O. | Initial Public Offering . "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. |
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P. | Portfolio Manager . “Portfolio Manager” means a person who makes decisions as to the purchase or sale of portfolio securities of the Funds or Clients. |
Q. | Private Placement . "Private Placement" means an offering of securities that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereto or pursuant to Rule 504, Rule 505, or Rule 506 thereunder. |
R. | Supervised Persons . "Supervised Persons" means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of the Adviser, or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and Control of the Adviser. |
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III. | STATEMENT OF GENERAL PRINCIPLES |
The following general fiduciary principles shall govern the personal investment activities of all Access Persons and Supervised Persons.
Each Access Person and Supervised Person shall adhere to the highest ethical standards and shall:
A. | Recognize that the Adviser has fiduciary duties to the Funds and Clients, which involves a duty at all times to deal fairly with, and act in the best interests of, the Funds, their shareholders and Clients, including the duty to use reasonable care and independent professional judgment and to make full and fair disclosure of all material facts; |
B. | At all times, place the interests of the Funds, their shareholders and Clients before his personal interests; |
C. | Comply with the applicable Federal Securities Laws; |
D. | Conduct all personal securities transactions in a manner consistent with this Code, so as to avoid any actual or potential conflicts of interest, or any abuse of position of trust and responsibility; and |
E. | Not take any inappropriate advantage of his position with or on behalf of the Funds or the Adviser. |
F. | Report promptly any violations of this Code to the Compliance Officer. |
Access Persons and Supervised Persons should follow not only the letter of this Code, but also its spirit and their transactions will be reviewed for this purpose.
IV. | RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES |
A. | Prior Clearance Required for All Securities Transactions . Unless the transaction is exempt under Article V below, no Access Person (other than a Disinterested Director) may directly or indirectly, initiate, recommend, or in any other way participate in the purchase or sale of a Covered Security in which such Access Person has, or by reason of the transaction may acquire, any direct or indirect Beneficial Ownership, without first obtaining prior written clearance for such transaction from the Compliance Officer or designee. When requesting prior clearance, each Access Person should be aware that: |
1. | All requests for prior clearance must be set forth in writing on the standard Personal Trading Request and Authorization Form. |
2. | Prior clearance of a Covered Securities transaction is effective only for the same day on which clearance is granted. |
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The Funds and the Adviser shall retain a record of the approval of, and rationale supporting, any direct or indirect acquisition by an Access Person of Beneficial Ownership in Covered Securities.
B. | Purchases and Sales Involving the Funds or Clients (Blackout Periods). Unless the transaction is exempt under Section V below, no Access Person may (i) execute a transaction for Covered Securities on a day during which a Client has purchased or sold that same Covered Security unless the transaction occurs after the Client’s trade; or (ii) purchase or sell any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in a Covered Security being considered for purchase or sale by a Client. |
In order to put the client’s interest first, we are restricting Access Person’s from the buying or selling of Covered Securities in any of the TIM Model Products that has an equity market capitalization of $5 billion or less. Also, if a Covered Security is currently under consideration by the Investment Committee, it may not be purchased.
C. | Short-Term Trading Profits . Short-term trading by Access Persons shall be prohibited. All sales and purchases (or purchases and sales) of the same or equivalent securities within 60 calendar days by an Access Person shall be reported to the Funds' Board of Directors. The Adviser will suggest to the Board appropriate penalties for violation of the short-term trading prohibition. |
D. | Initial Public Offerings . No Access Person may acquire any Beneficial Ownership in any equity Covered Securities (or securities convertible into equity Covered Securities) in an Initial Public Offering. |
E. | Short Sales of Securities By Portfolio Managers . No Portfolio Manager may engage in a short sale of a security for an account in which he or she has beneficial interest if such security is owned by a Fund or Client for whom that person is a Portfolio Manager. |
F. | Gifts . No Access Person may receive any gift or anything else of more than $100 value within any calendar year from any person, entity or person affiliated with an entity that does business with or on behalf of the Funds or the Adviser. |
G. | Private Placements . With regard to Private Placements, each Access Person shall: |
1. | Obtain express prior written approval from the Compliance Officer (who, in making such determination, shall consider among other factors, whether the investment opportunity should be reserved for the Funds or Clients, and whether such opportunity is being offered to such Access Person by virtue of his position with the Funds or the Adviser) for any acquisition of securities in a Private Placement; and, |
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2. | If and after such authorization to acquire securities in a Private Placement has been obtained, disclose such personal investment in any subsequent consideration by a Fund (or any other investment company for which he acts in a capacity as an Access Person), or a Client for investment in that issuer arises. |
If it is determined that a Fund or Client will purchase Securities of an issuer the shares of which have been previously obtained for personal investment by an Access Person, that decision shall be subject to an independent review by the Disinterested Directors with no personal interest in the issuer.
H. | Service as a Director . No Access Person shall serve on a board of directors of a publicly traded company, absent prior written authorization by the Board of Directors of the Funds or of the Adviser (as the case may be), based upon a determination that such service would be consistent with the interests of the Funds and the Clients. |
If board service of an Access Person is authorized by the Board of Directors of the Funds or the Adviser, such Access Person shall be isolated from the investment making decisions with respect to the company of which he is a director.
I. | Confidentiality . No Access Person shall reveal to any other person (except in the normal course of his duties on behalf of the Fund or the Adviser) any information regarding securities transactions made, or securities Being Considered for Purchase or Sale, by or on behalf of the Funds or Clients. |
V. | EXEMPT TRANSACTIONS |
The prohibitions described in Paragraphs A and B of Article IV above shall not apply to:
A. | Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control, or in any account of the Access Person which is managed on a discretionary basis by a person other than the Access Person and, with respect to which the Access Person does not in fact influence or control purchase or sale transactions; |
B. | Purchases or sales that are non-volitional on the part of the Access Person, including mergers, recapitalizations or similar transactions; |
C. | Purchases that are part of an issuer's automatic dividend reinvestment plan; |
D. | Purchases or sales that are made pursuant to an Automatic Investment Plan; |
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E. | Purchases or sales of a registered unit investment trust (other than exchange-traded funds) or closed-end management investment company; |
F. | Purchases or sales of shares of any of the Funds; |
G. | Purchases effected upon the exercise of rights issued by the issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; |
H. | Purchases that are part of an investment club portfolio where an Access Person or Portfolio Manager maintains Beneficial Ownership of 20% or less provided that such transactions are reported quarterly to the Board; and |
I. | Purchases or sales that receive the prior approval of the Chief Compliance Officer on the basis that (a) the transaction is not potentially harmful to any Client, (b) the transaction would be unlikely to affect the market in which the portfolio Securities for any Client are traded; or (c) the transaction is not related economically to the Securities to be purchased, sold, or held by any Client and the decision to purchase or sell the Security is not the result of material non-public information. As noted above, prior approval must be set forth in writing on Personal Trading Request and Authorization Form. |
VI. | REPORTING REQUIREMENTS OF ACCESS PERSONS |
A. | Initial Holdings Report . Every Access Person (except Disinterested Directors) shall complete, sign and submit to the Compliance Officer an Initial Holding Report no later than 10 days after becoming an Access Person. The Initial Holdings Report shall include the following information: |
1. | The title and type, exchange ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each Covered Security and Fund Share in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person; |
2. | The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and |
3. | The date on which the report is submitted by the Access Person. |
The information contained in the Initial Holdings Report must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.
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B. | Quarterly Transaction Reports . Every Access Person (except Disinterested Directors) shall complete, sign and submit to the Compliance Officer a Quarterly Transaction Report which discloses the information with respect to transactions during the quarter in any Covered Security and Fund Share in which such Access Person has, or by reason of such transaction, acquires any direct or indirect Beneficial Ownership in the Covered Security and Fund Share. The Quarterly Transaction Report shall be submitted no later than 30 days after the end of each calendar quarter, whether or not there has been a transaction for the quarter. In the ordinary course, the Quarterly Transaction Report will be prepared by the Compliance Officer or her designee based on Personal Trading Request and Authorization Forms received during the preceding quarter. The Quarterly Transaction Report will then be signed by the Access Person. Such preparation of the Quarterly Transaction Report by the Compliance Officer or her designee shall not relieve Access Persons from the duty to report previously-undisclosed personal trades executed during the preceding quarter. For any transaction in a Covered Security and/or Fund Share during the quarter in which the Access Person had any direct or indirect Beneficial Ownership, the Quarterly Transaction Report shall contain the following information: |
1. | The date of the transaction, the title and type, exchange ticker symbol or CUSIP number (as applicable), interest rate and maturity date (if applicable), the number of shares and the principal amount of the Covered Security or Fund Share involved; |
2. | The nature of the transaction, i.e. , purchase, sale or any other type of acquisition or disposition; |
3. | The price of the Covered Security or Fund Share at which the transaction was effected; |
4. | The name of the broker, dealer, or bank with or through whom the transaction was effected; and |
5. | The date on which the report is submitted by the Access Person. |
For any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person, the Quarterly Transaction Report shall contain the following information:
1. | The name of the broker, dealer or bank with whom the Access Person established the account; |
2. | The date on which the account was established; and |
3. | The date on which the report is submitted by the Access Person. |
In lieu of the report provided, the reporting person may provide copies of monthly or quarterly brokerage statements reflecting equivalent information, provided the reporting person dates and signs each such statement.
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C. | Annual Holdings Report . Every Access Person (except Disinterested Directors) shall complete, sign and submit to the Compliance Officer an Annual Holdings Report no later than 30 days following the end of the calendar year. The Annual Holdings Report shall contain the following information (which shall be current as of a date no more than 45 days before the report is submitted): |
1. | The title and type, exchange ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each Covered Security and Fund Share in which the Access Person had any direct or indirect Beneficial Ownership; |
2. | The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and |
3. | The date on which the report is submitted by the Access Person. |
D. | Disinterested Directors . A Disinterested Director shall report a transaction in a Covered Security or Fund Share on a Quarterly Transaction Report if the director, at the time of the transaction, knew or, in the ordinary course of fulfilling his official duties as a director should have known that, during the 15-day period immediately before or after the date of the transaction by the director, the Covered Security is or was purchased or sold by a Fund or Client or was considered for purchase or sale. |
E. | Absence of Control . An Access Person shall not be required to submit an Initial Holdings, Quarterly Transaction or Annual Holdings Report with respect to transactions effected for, and Covered Securities and Fund Shares held in, any account over which the person has no direct or indirect influence or control. |
F. | Confirmations . All Access Persons (other than Disinterested Directors) shall direct their brokers to supply to the Compliance Officer or designee on a timely basis, duplicate copies of confirmations of all personal securities transactions. |
G. | Disclaimer of Beneficial Ownership . All records and reports created or maintained pursuant to this Code, including without limitation all Initial Holdings, Quarterly Transaction, and Annual Holdings Report, are intended solely for the internal use of the Funds and the Adviser, are confidential, and in no event shall be construed as an admission by any person as to any fact, circumstance, or legal conclusion, including as an admission by the person making such report that he has any direct or indirect Beneficial Ownership in the security to which the report relates. |
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H. | Potential Conflicts of Interest . Every Access Person shall immediately report to the Compliance Officer any factors of which the Access Person is aware that would be relevant to a conflict of interest analysis, including the existence of any substantial economic relationship between the Access Person's transactions and securities held or to be acquired by the Funds or Clients. These factors may include, for example, officerships or directorships with issuers or Beneficial Ownership of more than 0.5% of the total outstanding shares of any issuer whose shares are publicly traded or that may be initially offered to the public in the foreseeable future. |
I. | Notification of Reporting Obligation . All Access Persons having a duty to file Initial Holdings, Quarterly Transaction and Annual Holdings Reports hereunder shall be informed of such duty by the Chief Compliance Officer and shall be provided with a copy of this Code. Once informed of the duty to file an Initial Holdings, Quarterly Transaction and Annual Holdings Report, an Access Person has a continuing obligation to file each such report in a timely manner, whether or not the Access Person had any securities transactions or changes in securities ownership have occurred. |
VII. | COMPLIANCE MONITORING |
The Compliance Officer shall review all Initial Holdings, Quarterly Transaction and Annual Holdings Reports, confirmations, and other materials provided to her regarding personal securities transactions by Access Persons to ascertain compliance with the provisions of this Code. The Compliance Officer shall date each Initial Holdings, Quarterly Transaction and Annual Holdings Report the day it is received and shall sign the Report to verify the date of receipt. The Compliance Officer shall also maintain a list of the names of person(s) responsible for reviewing those reports. The Compliance Officer shall institute any additional procedures necessary to monitor the adequacy of such reports and to otherwise prevent or detect violations of this Code. Upon discovery of a violation of this Code, it shall be the responsibility of the Compliance Officer to report such violation to the management of the Adviser, as well as to the Board of Directors of the Funds.
VIII. | REVIEW BY BOARD OF DIRECTORS |
The Compliance Officer shall regularly (but not less frequently than annually) furnish to the Board of Directors of the Funds a written report regarding the administration of this Code. This report shall describe issues that arose during the previous year under this Code including, but not limited to, information about material violations of this Code and related procedures, and sanctions imposed as a result of these violations. The report shall also certify to the Board of Directors that the Funds have adopted procedures reasonable necessary to prevent its Access Persons from violating this Code. The Board of Directors of the Funds shall consider this report and determine whether amendments to the Code or procedures are necessary. If any such report indicates that any change to this Code is advisable, the Compliance Officer shall make an appropriate recommendation to the Board of Directors.
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The Compliance Officer shall inquire into any apparent violation of this Code and shall report any apparent violation requiring remedial action to the Funds’ Board of Directors. Upon finding such a violation of this Code, including the filing of any false, incomplete, or untimely Initial Holdings Report, Quarterly Transaction Report or Annual Holdings Report, or the failure to obtain prior clearance of any personal securities transaction, the Board of Directors may impose any sanction or take such remedial actions as it deems appropriate. No director shall participate in a determination of whether he has committed a violation of this Code or of the imposition of any sanction against himself.
IX. | RECORDS RETENTION . |
The Fund and the Adviser shall maintain, at their respective principal places of business, records in the manner and to the extent set forth below, which records may be maintained on microfilm under the conditions described in Rules 17-1 and 31a-2(f)(1) under the 1940 Act and Rule 204-2 under the Advisers Act, and shall make these records available to the Securities and Exchange Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:
A. | Retention of Copy of Code of Ethics . A copy of this Code, and any version in effect at any time during the past five years, shall be maintained in an easily accessible place; |
B. | Record of Violations . A record of any violation of this Code and of any action taken as a result of such violation shall be maintained in any easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs; |
C. | Copy of Forms and Reports . A copy of each Personal Trading Request and Authorization Form and each Initial Holdings Report, Quarterly Transaction Report and Annual Holdings Report prepared and filed by an Access Person pursuant to this Code shall be maintained for a period of not less than five years from the end of the fiscal year in which such report is made, the first two years in an easily accessible place; |
D. | Written Acknowledgements . A record of all written acknowledgments of receipt of this Code from each person who is, or within the past five years was, an Access Person or Supervised Person shall be preserved in an early accessible place; |
E. | List of Access Persons . A list of all persons who are, or within the past five years of business were, Access Persons and thus required to file Personal Trading Request and Authorization Forms, Initial Holdings Reports, Quarterly Transaction Report and Annual Holdings Reports pursuant to this Code shall be maintained in an easily accessible place; and |
F. | Board Reports . A copy of each written report furnished to the Fund's Board of Directors as set forth in Article VII above must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place. |
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The Fund and the Advisor shall also maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by Access Persons of Private Placement securities, and any other purchases or sales of securities, for not less than five years following the end of the fiscal year in which the approval is granted.
X. | CONFIDENTIAL TREATMENT |
All reports and other records required to be filed or maintained under this Code shall be treated as confidential, except to the extent required by law.
XI. | VIOLATIONS OF THIS CODE |
Violations of this Code may result in the imposition of sanctions or the taking of such remedial steps as the Fund and/or the Adviser may deem appropriate, including, but not limited to, unwinding the transaction or, if impractical, disgorgement of any profit from the transaction, a letter of censure, reduction in salary, and suspension or termination of employment. No director or officer of the Funds or the Adviser shall participate in a determination of whether he has committed a violation of this Code or of the imposition of any sanction against himself.
In addition, the Funds or the Adviser may report any violations to the appropriate regulatory authority, including the Securities and Exchange Commission.
XII. | WRITTEN ACKNOWLEDGEMENTS |
Each Access Person and Supervised Person shall receive a copy of this Code when they become an Access Person or Supervised Person and any amendments thereto, and each Access Person and Supervised Person shall provide a written acknowledgement of receipt of this Code and any amendment thereto by signing the Acknowledgement of Receipt of Code of Ethics.
XIII. | INTERPRETATION OF PROVISIONS |
The Board of Directors of the Funds or the Adviser, or management of the Adviser may, from time to time, adopt such interpretations of this Code as such Board or management deems appropriate.
XIV. | AMENDMENTS TO THE CODE |
Any material change to the Code subsequent to its approval must be approved within six months of the change by the Board of Directors of the Funds. Any material amendment to the Code shall be effective 30 calendar days after written notice of such amendment shall have been received by the Compliance Officer, unless the Board of Directors of the Funds or the management of the Adviser, as appropriate, expressly determines that such amendment shall become effective on an earlier date or shall not be adopted.
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APPENDIX A
The Funds have various forms that are required to be completed by access persons as they relate to securities transactions and the Code of Ethics. Those forms are listed below.
A current list of access persons
Personal trading request and authorization form
Initial holding report
Quarterly transaction report
Annual holdings report
New Employee acknowledgement of receipt of Code of Ethics
Annual certification of receipt of Code of Ethics
A- 1 |
Fund & Advisor Compliance
Penalties for Violations
Revised as of May 14, 2015
As an employee of Thompson Investment Management, Inc. you have the responsibility to adhere to the policies and procedures set forth in the Code of Ethics and the Compliance Manual. If you violate any of these policies and procedures the Chief Compliance Officer (“CCO”) reserves the right to levy penalties against you for your violations. The CCO is provided authority to levy these penalties by the Fund Board of Directors and the President of the Advisor. These penalties are in addition to any corrective action that the firm would normally take with respect to clients and shareholders. The CCO reserves the right to waive any of the penalties based on specific circumstances.
The following is a list of penalties for specific compliance violations. Penalties for violations will be followed, absent any extenuating circumstances. Any of these violations will be reported to the Fund Board of Directors and the President of the Advisor. These penalties include but are not limited to:
VIOLATION | PENALTY | |
Fraud | Termination | |
Any instance of insider trading | Termination | |
Late day trading or market timing | Termination | |
Failure to pre-clear a securities transaction in a rolling 12 month period |
1
st
offense – fine of $250 goes to United Way
2 nd offense – fine of $1000 goes to United Way 3 rd offense – termination |
|
Failure to report opening a new account for securities transactions |
1
st
offense – fine of $250 goes to United Way
2 nd offense – fine of $1000 goes to United Way 3 rd offense – termination |
|
Failure to safeguard client information in your workspace or electronically per the privacy policy (identification of actual breach of privacy policy may result in stiffer penalties.) |
1
st
offense – verbal warning
2 nd offense – written warning 3 rd offense – fine of $250 goes to United Way 4 th offense – fine of $500 goes to United Way 5 th offense – termination |
|
Failure to comply with Holdings Policy | 1 st offense – fine of $1000 goes to United Way | |
2 nd offense – termination |
V5 |
Failure to comply with Media Mentions Policy | 1 st offense – fine of $1000 goes to United Way | |
2 nd offense – referral to Fund Board for action | ||
Failure to pre-approve sales literature with CCO | 1 st offense - $250 fine goes to United Way | |
2 nd offense - $500 fine goes to United Way | ||
3 rd offense – termination | ||
Failure to comply with Outside Activities Policy | Removal from outside activity |
V5 |
Exhibit 99(Q)(1)
Thompson IM Funds, Inc.
Power of Attorney
KNOW ALL MEN BY THESE PRESENT, that George E. Austin constitutes and appoints each of John W. Thompson and Jason L. Stephens, each acting individually and not jointly, with full power of substitution, as his true and lawful attorney and agent, to execute from time to time in his name and on his behalf, in any and all capacities, any and all pre-effective and post-effective amendments to the Registration Statement on Form N-1A of Thompson IM Funds, Inc. (Registration No. 33-6418 under the Securities Act of 1933; File No. 811-4946 under the Investment Company Act of 1940) filed with the Securities and Exchange Commission under both the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, together with any and all other instruments which either John W. Thompson or Jason L. Stephens deems necessary or advisable to enable Thompson IM Funds, Inc. to comply with such Acts and the rules, regulations and requirements of the Securities and Exchange Commission and the securities or Blue Sky laws of any state or other jurisdiction, and the undersigned hereby ratifies and confirms as his own act and deed any and all actions that either John W. Thompson or Jason L. Stephens shall do or cause to be done by virtue hereof. Each of John W. Thompson and Jason L. Stephens, each acting individually and not jointly, shall have, and may exercise, all of the powers conferred herein.
IN WITNESS WHEREOF, George E. Austin, a director of Thompson IM Funds, Inc., has hereunto set his hand as of this 14th day of May, 2015.
George E. Austin |
Thompson IM Funds, Inc.
Power of Attorney
KNOW ALL MEN BY THESE PRESENT, that John W. Feldt constitutes and appoints each of John W. Thompson and Jason L. Stephens, each acting individually and not jointly, with full power of substitution, as his true and lawful attorney and agent, to execute from time to time in his name and on his behalf, in any and all capacities, any and all pre-effective and post-effective amendments to the Registration Statement on Form N-1A of Thompson IM Funds, Inc. (Registration No. 33-6418 under the Securities Act of 1933; File No. 811-4946 under the Investment Company Act of 1940) filed with the Securities and Exchange Commission under both the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, together with any and all other instruments which either John W. Thompson or Jason L. Stephens deems necessary or advisable to enable Thompson IM Funds, Inc. to comply with such Acts and the rules, regulations and requirements of the Securities and Exchange Commission and the securities or Blue Sky laws of any state or other jurisdiction, and the undersigned hereby ratifies and confirms as his own act and deed any and all actions that either John W. Thompson or Jason L. Stephens shall do or cause to be done by virtue hereof. Each of John W. Thompson and Jason L. Stephens, each acting individually and not jointly, shall have, and may exercise, all of the powers conferred herein.
IN WITNESS WHEREOF, John W. Feldt, a director of Thompson IM Funds, Inc., has hereunto set his hand as of this 14 th day of May, 2015.
John W. Feldt |
Thompson IM Funds, Inc.
Power of Attorney
KNOW ALL MEN BY THESE PRESENT, that Patricia Lipton constitutes and appoints each of John W. Thompson and Jason L. Stephens, each acting individually and not jointly, with full power of substitution, as her true and lawful attorney and agent, to execute from time to time in her name and on her behalf, in any and all capacities, any and all pre-effective and post-effective amendments to the Registration Statement on Form N-1A of Thompson IM Funds, Inc. (Registration No. 33-6418 under the Securities Act of 1933; File No. 811-4946 under the Investment Company Act of 1940) filed with the Securities and Exchange Commission under both the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, together with any and all other instruments which either John W. Thompson or Jason L. Stephens deems necessary or advisable to enable Thompson IM Funds, Inc. to comply with such Acts and the rules, regulations and requirements of the Securities and Exchange Commission and the securities or Blue Sky laws of any state or other jurisdiction, and the undersigned hereby ratifies and confirms as her own act and deed any and all actions that either John W. Thompson or Jason L. Stephens shall do or cause to be done by virtue hereof. Each of John W. Thompson and Jason L. Stephens, each acting individually and not jointly, shall have, and may exercise, all of the powers conferred herein.
IN WITNESS WHEREOF, Patricia Lipton, a director of Thompson IM Funds, Inc., has hereunto set her hand as of this 14 th day of May, 2015.
Patricia Lipton |
Thompson IM Funds, Inc.
Power of Attorney
KNOW ALL MEN BY THESE PRESENT, that Jason L. Stephens constitutes and appoints John W. Thompson with full power of substitution, as his true and lawful attorney and agent, to execute from time to time in his name and on his behalf, in any and all capacities, any and all pre-effective and post-effective amendments to the Registration Statement on Form N-1A of Thompson IM Funds, Inc. (Registration No. 33-6418 under the Securities Act of 1933; File No. 811-4946 under the Investment Company Act of 1940) filed with the Securities and Exchange Commission under both the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, together with any and all other instruments which John W. Thompson deems necessary or advisable to enable Thompson IM Funds, Inc. to comply with such Acts and the rules, regulations and requirements of the Securities and Exchange Commission and the securities or Blue Sky laws of any state or other jurisdiction, and the undersigned hereby ratifies and confirms as his own act and deed any and all actions that John W. Thompson shall do or cause to be done by virtue hereof. John W. Thompson shall have, and may exercise, all of the powers conferred herein.
IN WITNESS WHEREOF, Jason L. Stephens, a director of Thompson IM Funds, Inc., has hereunto set his hand as of this 14 th day of May, 2015.
Jason L. Stephens |
Thompson IM Funds, Inc.
Power of Attorney
KNOW ALL MEN BY THESE PRESENT, that John W. Thompson constitutes and appoints Jason L. Stephens with full power of substitution, as his true and lawful attorney and agent, to execute from time to time in his name and on his behalf, in any and all capacities, any and all pre-effective and post-effective amendments to the Registration Statement on Form N-1A of Thompson IM Funds, Inc. (Registration No. 33-6418 under the Securities Act of 1933; File No. 811-4946 under the Investment Company Act of 1940) filed with the Securities and Exchange Commission under both the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, together with any and all other instruments Jason L. Stephens deems necessary or advisable to enable Thompson IM Funds, Inc. to comply with such Acts and the rules, regulations and requirements of the Securities and Exchange Commission and the securities or Blue Sky laws of any state or other jurisdiction, and the undersigned hereby ratifies and confirms as his own act and deed any and all actions that Jason L. Stephens shall do or cause to be done by virtue hereof. Jason L. Stephens shall have, and may exercise, all of the powers conferred herein.
IN WITNESS WHEREOF, John W. Thompson, a director of Thompson IM Funds, Inc., has hereunto set his hand as of this 14 th day of May, 2015.
John W. Thompson |