Thompson Investment Management Inc

Item 5 - Fees and Compensation
Fees paid to TIM are for TIM advisory services only. Commissions on transactions and other account fees
will also be charged by brokerage firms in accordance with the account’s brokerage firm’s commission
schedule. In the event a client’s portfolio includes shares of the Funds managed by TIM, the value of such
shares is not included in the fee calculation.
In addition to TIM's Management fees, each mutual fund in which a client's assets are invested also pays
its own advisory fees and other internal expenses which already have been deducted from the fund's
reported performance. Depending on the fund, a client may be able to invest directly in the shares issued
by the fund with or without incurring any sales or third-party management fees.

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Investment Management Services Fee
Fees for Investment Management Services are negotiable and based on the market value of assets under
management, the type of account and the types of securities expected to be managed in accordance with
the following fee schedule.

  Standard Fee Schedule for Individually Managed          Standard Fee Schedule for Institutional Accounts
  Accounts
  1.00% on the first $2,000,000                           0.80% on the first $10,000,000
  0.80% on the next $3,000,000                            0.70% on the next $30,000,000
  0.70% on the balance                                    0.60% on the balance

  Minimum Account Size - $100,000                         Minimum Account Size - $10,000,000

  Standard Fee Schedule for Fixed Income Only             Standard Fee Schedule for Institutional Fixed
  Accounts                                                Income Only Accounts
  0.80% on the first $5,000,000                           0.50% on the first $50,000,000
  0.70% on the balance                                    0.30% on the balance

  Minimum Account Size - $100,000                         Minimum Account Size - $10,000,000

The fees shown above are negotiable, thus vary from client to client, and may be higher or lower than
charged by other firms providing similar services. Factors considered by TIM in negotiating fees are the
type of account, kind of securities subject to management services, value of securities, anticipated nature
and volume of trading, special service requests by the client and number of managers required to service
the account. Unless a client’s contract specifies otherwise, all fees are payable quarterly in advance based
upon the market value of assets under management as of the last business day of the previous quarter,
and are subject to change at TIM’s discretion. In the event a client’s portfolio includes shares of the
investment company managed by TIM, the value of such shares is not included in the fee calculation.
Either the client or TIM can terminate the Services Agreement with thirty (30) day advance written notice
to the other party. All fees paid in advance but not earned are prorated to the contractual date of
termination and returned to the client.
Fees payable to TIM for Investment Management Services are, with the client’s prior permission,
automatically deducted from the client's account when due. The client will receive a report from TIM
showing the fee calculation, as well as reports from the account's custodian showing the fee amounts
debited. TIM will liquidate money market shares to pay the fee and, if money market shares or cash value
are not available, other investments will be liquidated. Authorization for the deduction of fees from the
managed account is contained in the Investment Advisory Agreement. The client may terminate the
authorization for automatic deduction at any time by notifying TIM in writing.

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Fees for Management Services for Thompson IM Funds, Inc.
Total expenses and management fees charged to the Thompson IM Funds, Inc. are described in the Funds’
prospectus. The fees are calculated based on the average daily net assets and are payable monthly, in
arrears. The fee may be waived, along with other expenses, at the discretion of TIM.

                      Fund                      First $50 Million   Over $50 Million
                       LargeCap Fund                 1.00%               0.90%
                       MidCap Fund                   1.00%               0.90%
                       Bond Fund                     0.65%               0.60%

TIM may recommend and/or purchase these Funds for client accounts, which creates a conflict of interest
for TIM. Clients are encouraged to review the Funds' prospectus for additional information.

Investment Management for ERISA Account Fees
Management Service Fees The fee for discretionary account management services is the same as that
shown for Investment Management Services above.

Consulting and Participant Education Services Fees The fees for providing consulting or participant
education services to an ERISA retirement plan account are calculated as an annual asset-based fee, billed
in arrears based upon the value of the retirement plan at quarter end. The fee usually ranges from 0.20%
to 0.80% annually, based upon the fair market value of all assets under management, excluding Thompson
IM Fund assets on which no fee is applied. Fees for any partial quarter of services are prorated and the
unearned portion returned to the client. In addition to the asset-based fee, and only as determined in
advance between TIM and the client, there may be flat fees for additional services. Those services may
include assistance in establishing an Investment Committee, acting as Secretary for the Investment
Committee, and holding additional educational meetings.
TIM has entered into agreements with third party investment advisers specializing in providing
administrative and marketing support as well as discretionary investment management services to 401(k)
...

Item 7 - Types of Clients/Minimum Account Size
As indicated above, TIM provides investment advisory services to a wide variety of clients who may
include, but not be limited to, individuals, investment companies, retirement plans, trust, estates,
charitable organizations, corporations or other business entities.
TIM usually requires assets of at least $100,000 before accepting a new account, although under certain
circumstances it may accept a lesser amount.