UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act File Number 811-4946

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

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

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

With a copy to:

Fredrick G. Lautz, Esq.
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

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

Date of fiscal year end: November 30, 2013

Date of reporting period: November 30, 2013

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.

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



Item 1. Report to Stockholders.



THOMPSON IM FUNDS, INC.
ANNUAL REPORT TO SHAREHOLDERS

NOTE ON FORWARD-LOOKING STATEMENTS

The matters discussed in this report may constitute forward-looking statements. These include any Advisor or portfolio manager predictions, assessments, analyses or outlooks for individual securities, industries, investment styles, market sectors, interest rates, economic trends and/or markets. These statements involve risks and uncertainties. In addition to the general risks described for each Fund in its current Prospectus, other factors bearing on these reports include the accuracy of the Advisor’s or portfolio manager’s forecasts and predictions, the appropriateness of the investment strategies designed by the Advisor or portfolio manager and the ability of the Advisor or portfolio manager to implement its strategies efficiently and successfully. Any one or more of these factors, as well as other risks affecting the securities markets generally, could cause the actual results of any Fund to differ materially as compared to its benchmarks.

1



THOMPSON IM FUNDS, INC.
ANNUAL REPORT TO SHAREHOLDERS

November 30, 2013

CONTENTS

Page(s)
LARGECAP FUND  
       Investment review 3-5
       Schedule of investments 6-7
 
MIDCAP FUND  
       Investment review 8-10
       Schedule of investments 11-12
 
BOND FUND  
       Investment review 13-16
       Schedule of investments 17-27
 
FUND EXPENSE EXAMPLES 28
 
FINANCIAL STATEMENTS  
       Statements of assets and liabilities 29
       Statements of operations 30
       Statements of changes in net assets 31
       Notes to financial statements 32-37
       Financial highlights 38-40
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 41
 
DIRECTORS AND OFFICERS 42-43
 
ADDITIONAL INFORMATION 44-47

This report contains information for existing shareholders of Thompson IM Funds, Inc. It
does not constitute an offer to sell. This Annual Report is authorized for distribution to prospective investors
only when preceded or accompanied by a Fund Prospectus, which contains information about
the Funds’ objectives and policies, risks, management, expenses and other information.
A Prospectus can be obtained by calling 1-800-999-0887.

Please read your Prospectus carefully.

2



LARGECAP FUND INVESTMENT REVIEW (Unaudited)
November 30, 2013

Portfolio Managers
       James T. Evans, CFA 
       Jason L. Stephens, CFA 
       John W. Thompson, CFA

Performance

The LargeCap Fund produced a total return of 36.33% for the fiscal year ended November 30, 2013, as compared to its benchmark, the S&P 500 Index, which returned 30.30%.

Comparison of Change in Value of a Hypothetical $10,000 Investment

Average Annual Total Returns
Through 11/30/13
1 Year 3 Year 5 Year 10 Year
Thompson LargeCap Fund 36.33% 17.12% 19.27% 3.80%
S&P 500 Index 30.30% 17.73% 17.60% 7.69%

Gross Expense Ratio as of 03/31/13 was 1.31%.
Net Expense Ratio after reimbursement was 1.15% as of 12/1/13.*

* The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the LargeCap Fund through March 31, 2015 so that the annual operating expenses of the Fund do not exceed 1.15% of its average daily net assets.

Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling 1-800-999-0887 or visiting www.thompsonim.com.

Results include the reinvestment of all dividends and capital gains distributions. Investment performance reflects all fee waivers that may be in effect. In the absence of such waivers, total return would be reduced. The performance information reflected in the graph and the table above does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares, nor does it imply future performance. The S&P 500 Index is an unmanaged index commonly used to measure the performance of U.S. stocks. You cannot directly invest in an index.

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.

See Notes to Financial Statements.
3



LARGECAP FUND INVESTMENT REVIEW (Unaudited) (Continued)
November 30, 2013

Management Commentary

The fiscal year proved to be a good one for shareholders, with strong relative and absolute performance. Our pro-cyclical positioning of the portfolio was rewarded, with both sector and individual issue attribution contributing to relative returns. Consumer Discretionary, Technology and Consumer Staples were the best performing areas in the portfolio, but winners were also scattered throughout most of the other areas of the market. Only Health Care was materially disappointing. While our individual holdings in that sector performed in line with the overall sector, our failure to overweight the total sector hurt our relative performance as it bucked the trend and outperformed despite typically being defensive in nature.

Going forward, we believe the market is fairly valued and has the potential to offer investors returns comparable to future earnings growth. This is in contrast to the past four years, when the market was cheap and offered the prospect of both earnings growth and multiple expansion. As a result, we feel it is unlikely that the S&P 500’s return over the next four years will match the 25.72% annualized return investors have enjoyed since the market bottom in March 2009. Instead, something closer to the long term historical averages (which tend to match earnings growth) seems more reasonable to us.

Even if our intermediate forecast is correct, it doesn’t mean the market will move in a linear fashion. It wouldn’t surprise us to see a reversal of the massive flows out of equities into fixed income, as rising rates are likely to cause returns in that sector to be depressed for the next several years. As a result, money could flood back into equities and we could see positive returns beyond those expected from earnings growth alone. This could be followed by a consolidation period where returns may be stagnant. Said another way, we believe markets tend to run until they are overvalued relative to their intrinsic worth, rather than merely fairly valued. As such, we believe that large cap stocks still have the potential to produce attractive returns in the near-term from here.

Whether the market’s return is linear or front-end loaded, we believe either scenario benefits more from a greater emphasis on stock selection, as we believe betting broadly on the overall market is unlikely to provide outsized returns from this point. We believe this plays to our strength as managers. Since the current team of portfolio managers took over the management of the LargeCap Fund in January 2009, the cumulative return through the end of the fiscal year has been 158.02% versus 143.04% for the S&P 500 index. Much of this relative return was generated by individual stock selection, rather than a broad market call or sector weightings. In an environment where security analysis is at an even greater premium, we are hopeful that shareholders will continue to be rewarded going forward too.

Opinions expressed are subject to change, are not guaranteed and should not be considered investment advice.

Mutual fund investing involves risk. Principal loss is possible. Investments in smaller companies involve additional risks such as limited liquidity and greater volatility. Investments in 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. Investments in real estate securities may involve greater risk and volatility including greater exposure to economic downturns and changes in real estate values, rents, property taxes, tax, and other laws. A REIT’s share price may decline because of adverse developments affecting the real estate industry.

Please refer to the Schedule of Investments on page 6 of this report for holdings information. The management commentary above as well as Fund holdings and asset/sector allocations should not be considered a recommendation to buy or sell any security. In addition, please note that Fund holdings and asset/sector allocations are subject to change.

Earnings Growth is a measure of growth in a company’s net income over a specific period, often one year. It is not a prediction of the fund’s future returns.

See Notes to Financial Statements.
4



LARGECAP FUND INVESTMENT REVIEW (Unaudited) (Continued)
November 30, 2013

Sector Weightings at 11/30/13
% of Total Investments

Top 10 Equity Holdings at 11/30/13
% of Fund’s
Company Industry Net Assets
Microsoft Corp. Software & Computer Services 3.32%
Exxon Mobil Corp. Oil & Gas Producers 2.81%
Bank of America Corp. Banks 2.51%
Qualcomm, Inc. Technology Hardware & Equipment 2.17%
General Electric Co. General Industrials 2.09%
JPMorgan Chase & Co. Banks 2.09%
Citigroup Inc. Banks 2.08%
Express Scripts Holding Co. Health Care Equipment & Services 2.04%
Walgreen Co. Food & Drug Retailers 1.96%
JDS Uniphase Corp. Technology Hardware & Equipment 1.93%

As of November 30, 2013, 100.1% of the Fund’s net assets were in equity and short-term investments.

See Notes to Financial Statements.
5



LARGECAP FUND SCHEDULE OF INVESTMENTS
November 30, 2013

             Shares       Value
COMMON STOCKS - 99.8%
           
Consumer Discretionary - 11.6%
Automobiles & Parts - 2.9%
       Harley-Davidson, Inc. 14,650 $ 981,843
Johnson Controls, Inc. 36,400 1,838,564
LKQ Corp. (a)   22,850 757,478
  3,577,885
General Retailers - 3.5%
Bed Bath & Beyond Inc. (a) 16,075 1,254,332
Kohl’s Corp. 29,335 1,621,639
Target Corp. 23,835 1,523,772
  4,399,743
Household Products - 1.4%
D.R. Horton, Inc. 34,225 680,393
Jarden Corp. (a) 19,185 1,078,964
    1,759,357
Leisure Goods - 0.6%
Brunswick Corp. 16,300 744,910
 
Media - 2.4%
The Walt Disney Co. 17,800 1,255,612
Time Warner Inc. 13,225   869,015
Viacom Inc. Class B 11,175 895,900
    3,020,527
Personal Goods - 0.8%
Hanesbrands, Inc. 13,550 949,855
 
Consumer Staples - 6.6%
Beverages - 1.1%
PepsiCo, Inc. 15,650 1,321,799
 
Food & Drug Retailers - 4.6%
CVS Caremark Corp. 19,525 1,307,394
Walgreen Co. 41,350 2,447,920
Wal-Mart Stores, Inc. 24,150 1,956,391
  5,711,705
Household Goods &
       Home Construction - 0.9%
The Procter & Gamble Co. 12,825 1,080,122
 
Energy - 14.6%
Oil & Gas Producers - 12.7%
Anadarko Petroleum Corp. 12,992 1,153,949
Apache Corp. 13,300 1,216,817
Chevron Corp. 17,795 2,178,820
Devon Energy Corp. 24,200 1,467,004
Encana Corp. 50,225 963,818
Exxon Mobil Corp. 37,470 3,502,696
Forest Oil Corp. (a) 170,825 755,047
Hess Corp. 10,920 885,940
Noble Energy, Inc. 17,525 1,230,956
PetroChina Co. Ltd. ADR 10,925 1,300,512
Southwestern Energy Co. (a) 32,275 1,247,752
  15,903,311
Oil Equipment, Services &
       Distribution - 1.9%
Helmerich & Payne, Inc. 7,950 612,150
Schlumberger Ltd. 19,519 1,725,870
  2,338,020
Financials - 17.9%
Banks - 10.5%
Associated Banc-Corp 74,115 1,277,743
Bank of America Corp. 198,350 3,137,897
Citigroup Inc. 49,150 2,601,018
First Horizon National Corp. 110,510 1,238,817
JPMorgan Chase & Co. 45,575 2,607,801
PNC Financial Services Group, Inc. 12,530 964,184
SunTrust Banks, Inc. 17,825 645,800
Zions Bancorporation 22,150 649,660
  13,122,920
Financial Services - 5.4%
CIT Group Inc. 25,400 1,282,192
Discover Financial Services 12,070 643,331
MSCI Inc. (a) 38,075 1,690,149
Northern Trust Corp. 21,595 1,273,889
State Street Corp. 26,400 1,916,904
  6,806,465
Insurance - 1.0%
Aflac, Inc. 18,760 1,245,101
 
Real Estate Investment
       Trusts - 1.0%
DiamondRock Hospitality Co. 56,425 644,938
Host Hotels & Resorts Inc. 33,425 615,354
1,260,292
Health Care - 11.5%
Health Care Equipment &
       Services - 6.2%
Baxter Int’l. Inc. 18,910 1,294,389
Express Scripts Holding Co. (a) 37,775 2,544,146
Henry Schein, Inc. (a) 5,565 634,410
Hologic, Inc. (a) 61,525 1,377,545
Medtronic, Inc. 11,565 662,906
ResMed Inc. 12,100 590,601
Zimmer Holdings, Inc. 7,350 671,864
7,775,861

See Notes to Financial Statements.
6



LARGECAP FUND SCHEDULE OF INVESTMENTS (Continued)
November 30, 2013

                    Shares       Value
COMMON STOCKS (continued)
             
Health Care (continued)
Health Care Services - 1.4%
McKesson Corp. 10,200 $ 1,692,078
 
Pharmaceuticals &
       Biotechnology - 3.9%
Amgen Inc. 8,140 928,611
Celgene Corp. (a) 8,100 1,310,337
Exact Sciences Corp. (a) 117,000 1,436,760
Johnson & Johnson 12,635 1,196,029
  4,871,737
Industrials - 12.9%
Construction & Materials - 1.4%
  Masco Corp. 76,400 1,712,888
 
Electrical Equipment - 1.2%
Emerson Electric Co. 22,625 1,515,649
 
General Industrials - 3.7%
General Electric Co. 97,950 2,611,347
3M Co. 14,670 1,958,592
  4,569,939
Industrial Engineering - 4.7%
  ABB Ltd. ADR 91,075 2,326,966
Illinois Tool Works Inc. 16,025 1,275,269
Ingersoll-Rand PLC (a) 10,300 735,626
Rockwell Automation, Inc. 13,775 1,564,564
  5,902,425
Industrial Transportation - 1.0%
FedEx Corp. 9,125 1,265,637
 
Support Services - 0.9%
Mobile Mini, Inc. (a) 27,950 1,129,180
 
Information Technology - 24.7%
Computer Programs - 1.4%
Electronic Arts Inc. (a) 46,885 1,039,909
Take-Two Interactive
       Software, Inc. (a) 41,100 672,396
  1,712,305
Electronic & Electrical
       Equipment - 0.9%
Maxwell Technologies, Inc. (a) 145,450 1,156,328
 
Internet Programs &
       Services - 0.8%
eBay Inc. (a) 19,070 963,416
 
IT Services - 1.7%
Alliance Data Systems Corp. (a) 3,750 908,475
Visa Inc. Class A 6,020 1,224,829
  2,133,304
Software & Computer
       Services - 6.2%
Google Inc. Class A (a) 1,925 2,039,711
Microsoft Corp. 108,551 4,139,050
Oracle Corp. 45,250 1,596,872
  7,775,633
Technology Hardware &
       Equipment - 13.7%
Altera Corp. 37,000 1,193,250
Broadcom Corp. Class A 70,915 1,892,721
Cisco Systems, Inc. 107,985 2,294,681
EMC Corp. 52,975 1,263,454  
Hewlett-Packard Co. 49,400 1,351,090
Intel Corp. 92,725 2,210,564
JDS Uniphase Corp. (a) 197,910 2,402,627
Linear Technology Corp. 22,645 963,545
Maxim Integrated Products, Inc. 30,930 880,886
Qualcomm, Inc. 36,730 2,702,593
  17,155,411
 
TOTAL COMMON STOCKS
       (COST $104,266,213)   124,573,803
 
SHORT-TERM INVESTMENTS - 0.3%
             
Money Market Funds - 0.3%
Fidelity Money Market Portfolio
       Class I, 0.045% (b) 366,363 366,363
 
Total Money Market Funds 366,363
 
TOTAL SHORT-TERM
       INVESTMENTS (COST $366,363) 366,363
 
TOTAL INVESTMENTS - 100.1%
       (COST $104,632,576) 124,940,166
 
NET OTHER ASSETS AND
       LIABILITIES - (0.1%) (141,920 )
 
NET ASSETS - 100.0% $ 124,798,246
 
(a) Non-income producing security.
(b) Interest rate shown represents the 7-day yield at November 30, 2013.
 
ADR: American Depositary Receipt
PLC: Public Limited Company

See Notes to Financial Statements.
7



MIDCAP FUND INVESTMENT REVIEW (Unaudited)
November 30, 2013

Portfolio Managers
       James T. Evans, CFA 
       Jason L. Stephens, CFA 
       John W. Thompson, CFA

Performance

The MidCap Fund produced a total return of 35.65% for the fiscal year ended November 30, 2013, as compared to its benchmark, the Russell Midcap Index, which returned 33.81%.

Comparison of Change in Value of a Hypothetical $10,000 Investment

Average Annual Total Returns
Through 11/30/13
Since
Inception
1 Year 3 Year 5 Year (03/31/08)
Thompson MidCap Fund 35.65% 17.19% 24.55% 11.49%  
Russell Midcap Index 33.81% 17.34% 22.67% 10.17%

Gross Expense Ratio as of 03/31/13 was 1.83%.
Net Expense Ratio after reimbursement was 1.30%.*

* The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the MidCap Fund through March 31, 2014 so that the annual operating expenses of the Fund do not exceed 1.30% of its average daily net assets.

Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling 1-800-999-0887 or visiting www.thompsonim.com.

Results include the reinvestment of all dividends and capital gains distributions. Investment performance reflects all fee waivers that may be in effect. In the absence of such waivers, total return would be reduced. The performance information reflected in the graph and the table above does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares, nor does it imply future performance. The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index based on total market capitalization. You cannot directly invest in an index.

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.

See Notes to Financial Statements.
8



MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)
November 30, 2013

Management Commentary

Positive relative performance for the fiscal year came both from good sector allocation decisions and solid stock selection. The best stock selection was in the Financial Sector, with Associated Banc-Corp and MSCI Inc. performing well. The worst stock selection was in Consumer Staples. The Fund’s securities in this sector actually appreciated nicely. They just didn’t keep up with some exceptional sector performers, such as Green Mountain Coffee Roasters, Inc. Overall, we’re very pleased with the portfolio’s performance, and are focused on keeping the Fund competitive in the coming years.

We often discuss our investment strategy and how we use fundamental analysis to inform our portfolio decisions. The broader question of why to invest in mid cap stocks at all is also worth exploring. There are some commonalities to be found among many of the positions in the portfolio. First, these are companies that have generally moved beyond the intense uncertainty of the startup phase that can sometimes plague stocks in the small cap universe. You may not have heard of them, but they’re usually capable of generating a profit and have the potential to grow it. Not all of them will thrive, but the risk of outright failure is typically less than you’ll find in small caps.

Second, each story is often driven by a distinct edge that allows them to either consolidate a fragmented market or take market share from large companies. It could be a transformational technology like 3D printers, such as those produced by Stratasys and 3D Systems. In Alliance Data Systems’ case, the company provides a conduit through which companies can target their marketing to the specific populations that are most likely to want their products. Jarden is leveraging an efficient distribution network to revitalize brands that have been undervalued and underutilized by previous stewards. These sorts of distinct edges are in contrast to many large cap companies, which in many cases are much more affected by macroeconomic trends. Large caps tend to depend more on gross domestic product (GDP) growth and stock buybacks to drive their earnings growth, because in many cases their markets are saturated and their “edge” is being challenged by smaller companies.

Mid cap stocks can therefore be an attractive option for some U.S. equity investors. Mid cap investors may in the long run experience less volatility than small cap investors, and will own companies that in the aggregate have the potential to grow earnings at an attractive rate over time despite macroeconomic fluctuations.

Opinions expressed are subject to change, are not guaranteed and should not be considered investment advice.

Mutual fund investing involves risk. Principal loss is possible. Midcap companies tend to have limited liquidity and greater volatility than large-capitalization companies. Investments in 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. Investments in real estate securities may involve greater risk and volatility including greater exposure to economic downturns and changes in real estate values, rents, property taxes, tax, and other laws. A REIT’s share price may decline because of adverse developments affecting the real estate industry.

Please refer to the Schedule of Investments on page 11 of this report for holdings information. The management commentary above as well as Fund holdings and asset/sector allocations should not be considered a recommendation to buy or sell any security. In addition, please note that Fund holdings and asset/sector allocations are subject to change.

Earnings Growth is a measure of growth in a company’s net income over a specific period, often one year. It is not a prediction of the fund’s future returns.

See Notes to Financial Statements.
9



MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)
November 30, 2013

Sector Weightings at 11/30/13
% of Total Investments

Top 10 Equity Holdings at 11/30/13
% of Fund’s
Company Industry Net Assets
MSCI Inc. Financial Services 2.08%
Broadcom Corp. Class A Technology Hardware & Equipment 2.03%
First Horizon National Corp. Banks 2.02%
JDS Uniphase Corp. Technology Hardware & Equipment 2.01%
Darden Restaurants, Inc. Travel & Leisure 1.86%
Jarden Corp. Household Products 1.84%
Associated Banc-Corp Banks 1.78%
Northern Trust Corp. Financial Services 1.78%
Kohl’s Corp. General Retailers 1.78%
Bed Bath & Beyond Inc. General Retailers 1.75%

As of November 30, 2013, 100.5% of the Fund’s net assets were in equity and short-term investments.

See Notes to Financial Statements.
10



MIDCAP FUND SCHEDULE OF INVESTMENTS 
November 30, 2013

                    Shares       Value
COMMON STOCKS - 100.0%
 
       Consumer Discretionary - 18.6%
Automobiles & Parts - 2.9%
Allison Transmission Holdings, Inc. 14,850 $ 404,217
Harley-Davidson, Inc. 5,575 373,636
LKQ Corp. (a) 9,670 320,561
  1,098,414
General Retailers - 7.0%
  Bed Bath & Beyond Inc. (a) 8,430 657,793
Chico’s FAS, Inc. 16,275 304,180
Jos. A. Bank Clothiers, Inc. (a) 9,385 533,256
Kohl’s Corp. 12,085 668,059
Nordstrom, Inc. 7,600 472,796
2,636,084
Household Products - 2.4%
D.R. Horton, Inc. 10,125 201,285
Jarden Corp. (a) 12,312 692,427
893,712
Leisure Goods - 1.1%
Brunswick Corp. 8,900 406,730
 
Personal Goods - 3.3%
Coach, Inc. 10,780 624,162
Hanesbrands, Inc. 8,540 598,654
1,222,816
Travel & Leisure - 1.9%
Darden Restaurants, Inc. 13,150 701,289
 
       Consumer Staples - 1.8%
Food Producers - 1.8%
Ingredion Inc. 2,725 188,461
McCormick & Co., Inc. 2,043 140,967
The J. M. Smucker Co. 3,162 329,607
659,035
       Energy - 9.4%
Oil & Gas Producers - 7.1%
Bill Barrett Corp. (a) 6,190 166,449
Denbury Resources Inc. (a) 4,685 78,146
Encana Corp. 19,825 380,442
Forest Oil Corp. (a) 48,125 212,713
Goodrich Petroleum Corp. (a) 6,300 121,212
Murphy Oil Corp. 3,551 230,566
Noble Energy, Inc. 9,150 642,696
Oasis Petroleum Inc. (a) 4,100 189,133
Range Resources Corp. 4,485 348,260
Southwestern Energy Co. (a) 5,100 197,166
Ultra Petroleum Corp. (a) 4,175 85,462
2,652,245
Oil Equipment, Services &
       Distribution - 2.3%
Cameron Int’l. Corp. (a) 3,375 186,941
Dresser-Rand Group, Inc. (a) 4,220 238,177
FMC Technologies, Inc. (a) 3,775 181,578
Helmerich & Payne, Inc. 3,470 267,190
873,886
       Financials - 20.2%
Banks - 7.1%
Associated Banc-Corp 38,930 671,153
First Horizon National Corp. 67,720 759,141
Flagstar Bancorp, Inc. (a) 15,525 284,884
Regions Financial Corp. 19,160 186,427
SunTrust Banks, Inc. 10,595 383,857
Zions Bancorporation 13,460 394,782
2,680,244
Financial Services - 7.4%
CIT Group Inc. 11,305 570,676
Discover Financial Services 8,929 475,916
Eaton Vance Corp. 6,745 282,008
MSCI Inc. (a) 17,610 781,708
Northern Trust Corp. 11,375 671,011
2,781,319
Insurance - 1.8%
Cincinnati Financial Corp. 5,440 285,110
Unum Group 11,255 377,830
662,940
Real Estate Investment
       Trusts - 3.9%
Annaly Capital Management Inc. 35,125 356,870
DiamondRock Hospitality Co. 33,100 378,333
Host Hotels & Resorts Inc. 19,585 360,560
LaSalle Hotel Properties 11,620 363,938
1,459,701
       Health Care - 14.0%
Health Care Equipment &
       Services - 10.0%
Hanger, Inc. (a) 10,800 419,472
Henry Schein, Inc. (a) 3,169 361,266
Hologic, Inc. (a) 22,075 494,259
Masimo Corp. (a) 7,500 214,725
MedAssets Inc. (a) 25,865 557,132
Natus Medical Inc. (a) 20,900 481,327
Patterson Cos., Inc. 7,580 314,494
ResMed Inc. 11,421 557,459
Zimmer Holdings, Inc. 4,150 379,351
3,779,485
Health Care Services - 1.1%
McKesson Corp. 2,495 413,896

See Notes to Financial Statements.
11



MIDCAP FUND SCHEDULE OF INVESTMENTS  (Continued)
November 30, 2013

                    Shares       Value
COMMON STOCKS (continued)
 
       Health Care (continued)
Pharmaceuticals &
       Biotechnology - 2.9%
Exact Sciences Corp. (a) 43,475 $ 533,873
Illumina, Inc. (a) 2,325 227,850
Myriad Genetics, Inc. (a) 10,550 313,863
  1,075,586
       Industrials - 12.7%
Construction &  
       Materials - 3.0%
Masco Corp. 27,050 606,461
Mueller Water Products, Inc. Class A 27,900 240,219
USG Corp. (a) 10,350 283,487
    1,130,167
Electrical Equipment - 1.3%
Regal-Beloit Corp. 6,630 487,835
 
Industrial Engineering - 4.7%
Ingersoll-Rand PLC (a) 8,350 596,357
Rockwell Automation, Inc. 5,025 570,739
SPX Corp. 6,375 603,330
  1,770,426
Industrial Transportation - 0.9%
Expeditors Int’l. of
       Washington, Inc. 8,175 355,122
 
Support Services - 2.8%
Cintas Corp. 6,595 366,023
Mobile Mini, Inc. (a) 10,420 420,968
W.W. Grainger, Inc. 1,063 274,169
  1,061,160
       Information Technology - 17.8%
Computer Programs - 1.8%
Electronic Arts Inc. (a) 13,540 300,317
Take-Two Interactive
       Software, Inc. (a) 23,460 383,806
  684,123
Electronic & Electrical
       Equipment - 1.7%
Maxwell Technologies, Inc. (a) 82,225 653,689
 
Internet Programs &
       Services - 1.3%
Liquidity Services, Inc. (a) 21,500 498,155
 
IT Services - 2.0%
Alliance Data Systems Corp. (a) 1,950 472,407
Fiserv, Inc. (a) 2,672 293,626
  766,033
Technology Hardware &
       Equipment - 11.0%
Altera Corp. 11,750 378,937
Broadcom Corp. Class A 28,630 764,135
Cavium Inc. (a) 12,550 454,310
InvenSense Inc. (a) 16,900 292,201
JDS Uniphase Corp. (a) 62,231 755,484
Linear Technology Corp. 8,915 379,333
Maxim Integrated Products, Inc. 19,916 567,208
Stratasys Ltd. (a) 2,025 238,484
3D Systems Corp. (a) 3,850 289,366
  4,119,458
       Materials - 3.6%
Chemicals - 2.9%
Ecolab Inc. 5,181 555,248
Int’l. Flavors & Fragrances Inc. 6,010 530,983
  1,086,231
  Household Materials - 0.7%            
The Scotts Miracle-Gro Co. Class A 4,596 269,234
 
       Utilities - 1.9%            
Electricity - 0.5%
  Pepco Holdings, Inc.   9,513     181,508  
 
  Gas, Water & Multiutilities - 1.4%            
MDU Resources Group, Inc. 8,625 255,904
  SCANA Corp.   5,950     280,662  
  536,566
               
  TOTAL COMMON STOCKS            
         (COST $30,890,271)         37,597,089  
 
SHORT-TERM INVESTMENTS - 0.5%            
 
       Money Market Funds - 0.5%            
Fidelity Money Market Portfolio
       Class I, 0.045% (b) 200,199 200,199
 
  Total Money Market Funds         200,199  
 
  TOTAL SHORT-TERM            
         INVESTMENTS (COST $200,199)         200,199  
 
  TOTAL INVESTMENTS - 100.5%            
         (COST $31,090,470)         37,797,288  
 
  NET OTHER ASSETS AND            
         LIABILITIES - (0.5%)         (189,270 )
 
  NET ASSETS - 100.0%       $ 37,608,018  
 
(a)  Non-income producing security.
(b)  Interest rate shown represents the 7-day yield rate at November 30, 2013.
 
       PLC: Public Limited Company

See Notes to Financial Statements.
12



BOND FUND INVESTMENT REVIEW  (Unaudited)
November 30, 2013

Portfolio Managers
       James T. Evans, CFA
       Jason L. Stephens, CFA
       John W. Thompson, CFA

Performance

The Bond Fund produced a total return of 3.24% for the fiscal year ended November 30, 2013, as compared to its benchmark, the Barclays U.S. Government/Credit 1-5 Year Index, which returned 0.68%, and as compared to the Barclays U.S. Credit 1-5 Year Index, which returned 1.69%.

Comparison of Change in Value of a Hypothetical $10,000 Investment

Average Annual Total Returns
Through 11/30/13
1 Year       3 Year       5 Year       10 Year
Thompson Bond Fund 3.24%   4.98% 10.06%   5.89%
Barclays U.S. Gov’t./Credit 1-5 Year Index 0.68% 1.82%   3.29% 3.53%
Barclays U.S. Credit 1-5 Year Index 1.69% 3.17% 6.27% 4.28%

Gross Expense Ratio as of 03/31/13 was 0.78%. 30-Day SEC Yield as of 11/30/13 was 2.87%.

Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling 1-800-999-0887 or visiting www.thompsonim.com.

Results include the reinvestment of all dividends and capital gains distributions. Investment performance reflects all fee waivers that may have been in effect. In the absence of such waivers, total return would have been reduced. The performance information reflected in the graph and the table above does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares, nor does it imply future performance. The Barclays U.S. Government/Credit 1-5 Year Index is a market-value-weighted index of all investment-grade bonds with maturities of more than one year and less than 5 years. The Barclays U.S. Credit 1-5 Year Index is a market-value-weighted index which includes virtually every major investment-grade rated corporate bond with 1-5 years remaining until maturity that serves as a supplementary benchmark. You cannot directly invest in an index.

Barclays ® is a trademark of Barclays Bank PLC.

See Notes to Financial Statements.
13



BOND FUND INVESTMENT REVIEW  (Unaudited) (Continued)
November 30, 2013

Management Commentary

The basic strategy that has helped the Fund over the past several years continues in place. We are overweight corporate bonds because in our opinion shareholders are being paid to take credit risk instead of interest rate risk. This can and probably will change at some point in the future. For now we expect the corporate overweight to continue.

The fiscal year saw an overall reversal of a three decade decline in interest rates. Over the course of the entire fiscal year, the prevailing yields on the 5-Year Treasury rose by almost 80 basis points while the yields on the 10-Year Treasury increased over 100 basis points. The impact of these changes on bond prices was, predictably, negative. By the end of June, both the Fund’s primary and secondary benchmarks had suffered negative returns during the fund fiscal year to date, and the Bond Fund’s performance was only modestly positive. While recent months have restored all three returns to positive territory, the overall performance of bonds was depressed because of the rising rates.

However, despite this overall pattern there were three distinctly different environments for bond investors during the fiscal year. For the first 4-5 months credit spreads were narrow – especially at the long end of the Fund’s maturity ladder 1 . There simply wasn’t enough of a reward being offered on most bonds relative to the interest-rate risk being taken to justify continuing to buy bonds in this portion of the Fund’s maturity structure. We responded by increasing our purchases of short maturity corporate bonds coming due in one year or less. We essentially determined that it was prudent to sacrifice higher yield in exchange for less risk.

Conversely, amidst the substantial market dislocation in June we increased the purchase of bonds at the long end of the Fund’s maturity ladder (2017 - 2020). Generally, we use sales of additional Fund shares and revenues from bond maturities and bond interest to finance new bond purchases. However, during this period we found prices so attractive that we actually sold many short maturity bonds to take advantage of them. These were similar to the actions we took in the fall of 2011, but more dramatic. In this case, we decided that it was in the best interest of shareholders for us to take increased interest-rate risk on purchases, because we felt we were getting rewarded so well on price and yield.

The final few months of the fiscal year marked a return to “normalcy.” Interest rates and credit spreads didn’t change much from the beginning to the end. Even with substantial public hand wringing over the potential beginning-of-the-end of the Federal Reserve’s Quantitative Easing, the market was generally rational. Consequently, we were able to identify many attractive opportunities throughout the period, but not to the extent that required significant selling of existing holdings.

The point of reviewing all this is to illustrate that one of our philosophies is to try to take advantage of the opportunities given by the market, and not more. We depend on our credit research to give us the comfort to buy bonds when we think the market has overreacted. We were genuinely excited at the end of June, because we believed that the severe market disruption had given us the opportunity to improve the overall profile of the Fund. At the same time, as much as we like yield, we are loath to stretch for it. The market generally tells us what to do. If there aren’t great opportunities, we’ll stay more conservative with purchases. If there are, we’ll be aggressive. Hopefully, if we employ this strategy well over time, value will accrue to shareholders.

____________________

1 In a bond ladder, the bonds’ maturity dates are evenly spaced across several months or several years so that the bonds are maturing and the proceeds are being reinvested at regular intervals.

See Notes to Financial Statements.
14



BOND FUND INVESTMENT REVIEW  (Unaudited) (Continued)
November 30, 2013

Opinions expressed are subject to change, are not guaranteed and should not be considered investment advice.

Mutual fund investing involves risk. Principal loss is possible. Investments in debt securities typically decrease in value when interest rates rise. The risk is usually greater for longer-term debt securities. Investments in bonds of foreign issuers involve greater volatility, political and economic risks, and differences in accounting methods. Investment by the Fund in lower-rated and non-rated securities presents a greater risk of loss to principal and interest than higher-rated securities.

Please refer to the Schedule of Investments on page 17 of this report for holdings information. The management commentary above as well as Fund holdings should not be considered a recommendation to buy or sell any security. In addition, please note that Fund holdings are subject to change.

The federal government guarantees interest payments from government securities while dividend payments carry no such guarantee. Government securities, if held to maturity, guarantee the timely payment of principal and interest.

SEC Yield is a standardized yield computed by dividing the net investment income per share earned during the 30-day period prior to quarter-end and was created to allow for fairer comparisons among bond funds.

Basis point is a unit that is equal to 1/100th of 1%, and is used to denote the change in a financial instrument.

Yield is the income earned from a bond, which takes into account the sum of the interest payment, the redemption value at the bond’s maturity, and the initial purchase price of the bond.

Although the makeup of the Fund’s portfolio is constantly changing, as of November 30, 2013, 87.75% 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 November 30, 2013, 84.16% of the Fund’s portfolio was invested in bonds rated BBB. 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 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.

See Notes to Financial Statements.
15



BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)
November 30, 2013

Portfolio Concentration at 11/30/13
(Includes cash and cash equivalents)
% Total Investments   
Quality
   U.S. Government & Agency Issues 0.04%
   AA 3.19%
   A 4.72%
   BBB 84.16%
   BB and Below 3.58%
   Not Rated 3.94%
   Money Market Funds 0.37%
100.00%
 
Effective Maturity
   Under 1 year 14.94%
   1 to 3 years 23.27%
   3 to 5 years 46.35%
   5 to 10 years 15.44%
100.00%
 
Asset Allocation
   Corporate Bonds 87.75%
   Asset-Backed Securities 8.82%
   Taxable Municipal Bonds 2.62%
   Convertible Bonds 0.40%
   Money Market Funds 0.37%
   Federal Agency Mortgage-Backed Securities 0.04%
100.00%
   

See Notes to Financial Statements.
16



BOND FUND SCHEDULE OF INVESTMENTS
November 30, 2013

                    Principal      
Amount Value
BONDS - 97.4%
 
       Asset-Backed Securities - 8.6%
Ameritech Capital Funding Corp.
       9.100% due 6/1/2016 $ 3,936 $ 4,423
 
AWAS Aviation Capital Ltd.
       7.000% due 10/17/2016 (d) 40,803,296 42,333,420
  
Basketball Properties Ltd.
       6.650% due 3/1/2025 (d) 5,541,238 5,974,824
 
Beaver Valley II Funding
       9.000% due 6/1/2017 4,000 4,035
 
British Airways PLC
       5.625% due 6/20/2020,
              Series 2013-1 (d) 30,160,000 31,215,600
       5.625% due 6/20/2020,
              Series 2013-1 100,000 103,500
 
Continental Airlines
       9.250% due 5/10/2017,
              Series 2009-2 B 630,959 697,209
       6.000% due 1/12/2019,
              Series 2010-1 B 74,449 76,124
 
Delta Air Lines
       6.375% due 1/2/2016,
              Series 2010-1 B 8,945,000 9,481,700
       9.750% due 12/17/2016,
              Series 2009-1 B 822,069 928,938
       6.821% due 8/10/2022,       
              Series 2007-1 A 10,338,144 11,630,412
       6.718% due 1/2/2023,
              Series 2002-1 G-1 4,561 5,120
 
Doric Nimrod Air Alpha
       6.125% due 11/30/2019,
              Series 2013-1 (d) 13,000,000 13,455,000
 
Doric Nimrod Air
       Finance Alpha Ltd.
       6.500% due 5/30/2021,
              Series 2012-1 B (d) 35,925,294 36,647,033
 
Express Pipeline LP
       7.390% due 12/31/2017 (d) 2,358,000 2,544,025
 
Federal Express Corp.
       7.630% due 1/1/2015,
              Series 1993 2,721,808 2,789,853
       7.020% due 1/15/2016,
              Series 1998 2,267,442 2,397,820
 
FPL Energy Caithness
       Funding Corp.
       7.645% due 12/31/2018 (d) 2,168,960 2,306,149
 
General American Railcar
       6.690% due 9/20/2016,
              Series 1997-1 (d) 264,926 277,510
       6.210% due 9/20/2017,
              Series II 5,218,170 5,492,124
       7.760% due 8/20/2018,
              Series III (d) 989,318 1,038,796
 
Maritimes & Northeast
       Pipeline LLC
       7.500% due 5/31/2014 (d) 7,862,677 8,068,506
 
Midwest Family Housing LLC
       5.168% due 7/1/2016 (d) 262,000 266,357
 
Norfolk Southern Railway Co.
       6.150% due 4/1/2014 25,000 25,448
 
Northwest Airlines
       7.575% due 3/1/2019,
              Series 1999-2 A 1,115,080 1,265,616
       7.027% due 11/1/2019,
              Series 2007-1 A 8,032,103 8,917,241
       6.264% due 11/20/2021,
              Series 2002-1 G-2 1,156,226 1,183,050
       7.041% due 4/1/2022,
              Series 2001-1 A-1 427,929 483,560
 
PP&L Montana LLC
       8.903% due 7/2/2020 2,108,419 2,357,255
 
Prologis, Inc.
       7.810% due 2/1/2015 2,010,600 2,049,401
 
Total Asset-Backed Securities 194,020,049

See Notes to Financial Statements.
17



BOND FUND SCHEDULE OF INVESTMENTS (Continued)
November 30, 2013

Principal
      Amount       Value
BONDS (continued)
 
       Convertible Bonds - 0.4%
               EMC Corp.
                      1.750% due 12/1/2013 $ 1,000,000 $ 1,483,231
 
               Hospitality Properties Trust  
                      3.800% due 3/15/2027   7,309,000 7,436,908
 
               Total Convertible Bonds 8,920,139
 
       Corporate Bonds - 85.8%
               Advance Auto Parts, Inc.      
                      5.750% due 5/1/2020 21,826,000 23,899,819
 
               Air Lease Corp.
                      5.625% due 4/1/2017 26,060,000 28,600,850
 
               Ameren Corp.
                      8.875% due 5/15/2014 1,427,000 1,477,877
 
               American Express
                      6.650% due 9/15/2015 90,000 97,251
                      6.900% due 9/15/2015 277,000 301,869
 
               American Financial Group, Inc.
                      9.875% due 6/15/2019 1,751,000 2,293,689
 
               American General Finance
                      6.000% due 10/15/2014 1,000,000 1,015,000
                      6.000% due 12/15/2014 1,000,000 1,000,581
 
               American Standard Inc.
                      5.500% due 4/1/2015 25,000 26,491
 
               Ameriprise Financial, Inc.
                      7.518% due 6/1/2066 (a) 3,200,000 3,512,000
 
               Amphenol Corp.
                      4.750% due 11/15/2014 698,000 723,586
 
               Arden Realty LP
                      5.250% due 3/1/2015 3,040,000 3,158,904
 
               Aspen Insurance Holdings Ltd.
                      6.000% due 8/15/2014 4,826,000 5,009,827
 
               Astoria Financial Corp.
                      5.000% due 6/19/2017 30,082,000 31,915,317
 
               Avnet, Inc.
                      5.875% due 3/15/2014 3,750,000 3,802,965
                      6.000% due 9/1/2015 225,000 242,869
                      6.625% due 9/15/2016 551,000 621,291
 
               Avon Products, Inc.
                      5.750% due 3/1/2018 5,275,000 5,709,064
                      6.500% due 3/1/2019 25,992,000 28,510,833
                      4.600% due 3/15/2020 500,000 507,141
 
               Axis Capital Holdings
                      5.750% due 12/1/2014 5,627,000 5,900,191
 
               Bank of America Corp.
                      5.350% due 9/15/2015 549,000 580,615
                      5.250% due 12/1/2015 333,000 358,310
                      5.625% due 10/14/2016 935,000 1,047,293
                      6.000% due 8/15/2017 115,000 124,935
                      6.050% due 8/15/2017 948,000 1,042,587
                      5.750% due 12/1/2017 555,000 635,674
                      5.350% due 3/15/2018 81,000 87,819
                      5.800% due 2/15/2019 10,000 11,065
                      7.625% due 6/1/2019 730,000 912,893
                      6.400% due 8/15/2019 141,000 159,324
                      6.750% due 8/15/2019 671,000 788,873
                      4.625% due 3/30/2020 (b) 710,000 696,723
                      5.560% due 11/23/2020 (b) 95,000 95,603
 
              Bear Stearns Cos. LLC
                      2.630% due 3/10/2014 (a) 270,000 268,604
 
              Best Buy Co., Inc.
                     3.750% due 3/15/2016 17,902,000 18,528,570
 
              Black Hills Corp.
                     9.000% due 5/15/2014 2,452,000 2,542,253
 
              BMC Software, Inc.
                     7.250% due 6/1/2018 26,928,000 28,173,420
 
              Boston Scientific Corp.
                     6.250% due 11/15/2015 (a) 3,358,000 3,680,076
 
              Brocade Communications
                     Systems, Inc.
                     6.875% due 1/15/2020 13,363,000 14,398,632

See Notes to Financial Statements.
18



BOND FUND SCHEDULE OF INVESTMENTS (Continued)
November 30, 2013

        Principal
  Amount Value
BONDS (continued)            
  
Corporate Bonds (continued)  
       CA, Inc.
              6.125% due 12/1/2014 $ 1,953,000 $ 2,051,152
 
       Capital One Financial    
              6.150% due 9/1/2016 300,000 336,788
   
       Carpenter Technology Corp.    
              7.060% due 5/21/2018 500,000 543,084
              7.030% due 5/22/2018 8,000 8,680
 
       Centel Capital Corp.
              9.000% due 10/15/2019 10,000 12,102
 
       CenterPoint Energy, Inc.
              6.850% due 6/1/2015 192,000 208,384
 
       Citigroup, Inc.
              5.000% due 9/15/2014 12,627,000 13,024,738
              3.000% due 12/28/2014 (a) 1,050,000 1,049,475
              6.010% due 1/15/2015 165,000 174,347
              5.500% due 2/15/2017 180,000 199,783
              4.250% due 12/15/2018 (b) 15,000 14,943
              4.000% due 8/11/2020 (b) 240,000 239,549
 
       Cliffs Natural Resources Inc.
              3.950% due 1/15/2018 1,200,000 1,215,096
              5.900% due 3/15/2020 47,285,000 49,652,087
              4.875% due 4/1/2021 500,000 490,441
 
       CNA Financial Corp.
              5.850% due 12/15/2014 1,552,000 1,633,126
              6.950% due 1/15/2018 605,000 702,222
 
       Commercial Net Lease
              Realty, Inc.
              6.250% due 6/15/2014 1,060,000 1,089,263
              6.150% due 12/15/2015 443,000 486,683
 
       CommonWealth REIT
              5.875% due 9/15/2020 7,141,000 7,354,916
 
       Computer Sciences Corp.
              6.500% due 3/15/2018 19,477,000 22,631,008
 
       Continental Resources, Inc.
              8.250% due 10/1/2019 10,897,000 11,959,457
               
       Con-way Inc.
              7.250% due 1/15/2018 13,089,000 14,960,596
 
       Countrywide Financial Corp.
              5.000% due 5/11/2015 30,000 29,810
              5.750% due 6/24/2015 (b) 560,000 556,903
              7.500% due 7/28/2015 (b) 140,000 137,247
              6.250% due 5/15/2016 952,000 1,056,061
              5.250% due 5/27/2020 279,000 281,487
              6.000% due 8/26/2020 (b) 140,000 140,006
 
       Countrywide Home Loans, Inc.
              6.000% due 1/24/2018 1,112,000 1,097,427
              5.500% due 5/16/2018 242,000 241,788
 
       Coventry Health Care, Inc.
              6.125% due 1/15/2015 1,136,000 1,204,008
              5.950% due 3/15/2017 354,000 401,951
 
       Darden Restaurants
              7.125% due 2/1/2016 336,000 369,990
 
       Discover Financial Services
              6.450% due 6/12/2017 590,000 671,582
              10.250% due 7/15/2019 10,592,000 13,639,212
 
       Dominion Resources, Inc.
              7.500% due 6/30/2066 (a) 8,625,000 9,261,094
 
       Domtar Corp.
              9.500% due 8/1/2016 580,000 678,972
              10.750% due 6/1/2017 19,809,000 25,007,238
 
       Dow Chemical Co.
              2.850% due 5/15/2016 18,000 18,103
 
       Duquesne Light Holdings Inc.
              5.500% due 8/15/2015 6,819,000 7,242,412
 
       Embraer Overseas Ltd.
              6.375% due 1/24/2017 500,000 547,500
 
       Endurance Specialty
              Holdings Ltd.
              6.150% due 10/15/2015 6,168,000 6,674,251

See Notes to Financial Statements.
19



BOND FUND SCHEDULE OF INVESTMENTS (Continued)
November 30, 2013

                Principal
      Amount       Value
BONDS (continued)
 
Corporate Bonds (continued)
  Enel Finance Int’l. N.V.
       6.250% due 9/15/2017 (d) $ 2,706,000 $ 3,050,233
       5.125% due 10/7/2019 (d) 5,000,000 5,408,450
       5.125% due 10/7/2019 500,000 540,845
 
Expedia, Inc.
       7.456% due 8/15/2018 17,549,000 20,624,375
       5.950% due 8/15/2020 18,711,000 20,217,460
 
Fairfax Financial Holdings Ltd.
       8.250% due 10/1/2015 1,904,000 2,119,104
       7.375% due 4/15/2018 26,711,500 30,286,808
       5.800% due 5/15/2021 (d) 12,040,000 12,316,210
 
Fidelity National Financial, Inc.
       6.600% due 5/15/2017 16,009,000 17,885,111
 
Fidelity National Information
       Services, Inc.
       7.875% due 7/15/2020 46,710,000 51,264,225
 
First Horizon National Corp.
       5.375% due 12/15/2015 895,000 966,190
 
First Tennessee Bank
       5.050% due 1/15/2015 2,757,000 2,865,653
       5.650% due 4/1/2016 5,247,000 5,674,541
 
Ford Motor Credit Co.
       3.250% due 6/20/2014 46,000 46,208
       1.750% due 9/20/2014 10,000 9,948
 
Fortune Brands, Inc.
       5.375% due 1/15/2016 10,000 10,870
 
Frontier Oil Corp.
       6.875% due 11/15/2018 22,736,000 24,441,200
 
Gazprom OAO Via Gaz
       Capital S.A.
       8.125% due 7/31/2014 (d) 9,996,000 10,432,825
       4.950% due 5/23/2016 (d) 5,000,000 5,312,500
       9.250% due 4/23/2019 (d) 1,500,000 1,841,250
 
GE Capital Trust I
       6.375% due 11/15/2067 (a) 14,107,000 15,235,560
 
General Electric Capital Corp.
       4.200% due 2/15/2014 51,000 51,242
       5.600% due 7/15/2014 500,000 513,789
       5.000% due 8/15/2014 17,000 17,453
       5.250% due 6/15/2015 25,000 26,475
       5.400% due 6/15/2015 59,000 62,454
       5.500% due 8/15/2015 30,000 32,042
       5.000% due 4/15/2016 45,000 48,532
       6.750% due 4/15/2018 373,000 439,795
       6.300% due 5/15/2018 1,790,000 2,055,285
       6.000% due 7/15/2018 57,000 64,431
       6.000% due 7/15/2018 39,000 44,369
       6.375% due 11/15/2067 (a) 34,491,000 37,422,735
 
Genworth Financial Inc.
       5.750% due 6/15/2014 4,198,000 4,325,174
       8.625% due 12/15/2016 8,264,000 9,919,568
       6.515% due 5/22/2018 17,629,000 20,346,740
       7.700% due 6/15/2020 8,418,000 10,122,233
       7.200% due 2/15/2021 423,000 495,610
 
GFI Group Inc.
       10.375% due 7/19/2018 (a) 551,000 563,397
 
GMAC LLC
       0.000% due 6/15/2015 (c) 1,250,000 1,193,750
 
Goldman Sachs Group, Inc.
       5.625% due 1/15/2017 565,000 625,124
 
Great Plains Energy Inc.
       6.875% due 9/15/2017 30,000 34,486
 
Harsco Corp.
       5.750% due 5/15/2018 24,634,000 26,129,358
 
HCP, Inc.
       6.000% due 3/1/2015 5,879,000 6,239,330
       7.072% due 6/8/2015 703,000 764,650
 
Hewlett-Packard Co.
       5.500% due 3/1/2018 6,498,000 7,267,279
 
Horace Mann Educators Corp.
       6.850% due 4/15/2016 9,223,000 10,068,528

See Notes to Financial Statements.
20



BOND FUND SCHEDULE OF INVESTMENTS (Continued)
November 30, 2013

                Principal
      Amount       Value
BONDS (continued)
 
Corporate Bonds (continued)
Hospira, Inc.
       6.050% due 3/30/2017 $ 13,212,000 $ 14,570,141
 
Hospitality Properties Trust
       7.875% due 8/15/2014 11,141,000 11,296,506
       5.125% due 2/15/2015 5,248,000 5,386,085
       6.300% due 6/15/2016 296,000 321,558
       5.625% due 3/15/2017 2,913,000 3,189,470
       6.700% due 1/15/2018 3,507,000 3,962,598
   
Host Hotels & Resorts LP
       5.875% due 6/15/2019 3,720,000 4,036,944
       6.000% due 11/1/2020 396,000 431,762
 
HRPT Properties Trust
       6.400% due 2/15/2015 10,000 10,319
       5.750% due 11/1/2015 3,332,000 3,489,447
       6.250% due 8/15/2016 3,833,000 4,104,886
       6.250% due 6/15/2017 2,241,000 2,404,217
       6.650% due 1/15/2018 22,275,000 24,290,754
 
HSBC Finance Corp.
       3.300% due 1/10/2014 (a) 335,000 335,027
       2.500% due 1/15/2014 5,000 5,008
       2.400% due 2/15/2014 30,000 30,045
       2.500% due 2/15/2014 696,000 697,709
       4.950% due 3/15/2014 10,000 10,100
       2.000% due 4/15/2014 100,000 100,296
       2.050% due 4/15/2014 20,000 20,063
       2.150% due 4/15/2014 25,000 25,088
       5.600% due 4/15/2014 756,000 762,353
       1.900% due 6/15/2014 20,000 20,012
       2.000% due 7/15/2014 40,000 40,098
       5.000% due 7/15/2014 20,000 20,383
       5.250% due 7/15/2014 43,000 43,843
       5.500% due 7/15/2014 90,000 92,051
       4.500% due 8/15/2014 236,000 240,910
       6.000% due 8/15/2014 562,000 579,456
       6.000% due 8/15/2014 86,000 88,630
       4.600% due 9/15/2014 64,000 65,472
       4.700% due 9/15/2014 15,000 15,376
       5.650% due 9/15/2014 163,000 168,526
       5.700% due 9/15/2014 74,000 76,597
       5.800% due 9/15/2014 184,000 189,529
       5.850% due 9/15/2014 346,000 356,203
       5.650% due 10/15/2014 75,000 77,747
       5.750% due 10/15/2014 283,000 293,857
       5.350% due 11/15/2014 59,000 61,266
       5.600% due 2/15/2018 250,000 278,599
 
HSBC USA Inc.
       9.500% due 4/15/2014 157,000 162,011
 
Iberdrola Finance Ireland Ltd.
       5.000% due 9/11/2019 (d) 12,453,000 13,510,422
 
Ingram Micro Inc.
       5.250% due 9/1/2017 1,000,000 1,066,702
 
International Game Technology
       7.500% due 6/15/2019 598,000 705,224
 
Jabil Circuit, Inc.
       7.750% due 7/15/2016 779,000 886,112
       8.250% due 3/15/2018 43,363,000 51,385,155
 
Janus Capital Group Inc.
       6.119% due 4/15/2014 40,000 40,262
 
John Hancock Life Ins. Co.
       5.000% due 12/15/2013 5,000 5,005
       5.450% due 9/15/2015 201,000 212,110
       5.450% due 10/15/2015 29,000 30,742
       5.500% due 11/15/2015 75,000 79,582
       5.250% due 12/15/2015 25,000 26,453
       5.500% due 12/15/2015 25,000 26,576
       5.000% due 4/15/2016 60,000 63,523
 
JPMorgan Chase & Co.
       7.900% due 4/30/2018 (a) (e) 46,244,000 51,099,620
       5.250% due 5/15/2018 65,000 65,011
       5.250% due 3/15/2019 20,000 19,892
 
Lexmark International, Inc.
       6.650% due 6/1/2018 3,370,000 3,802,108
 
LG&E and KU Energy LLC
       2.125% due 11/15/2015 (d) 150,000 153,075

See Notes to Financial Statements.
21



BOND FUND SCHEDULE OF INVESTMENTS (Continued)
November 30, 2013

                Principal
      Amount       Value
BONDS (continued)
 
Corporate Bonds (continued)
Liberty Property LP
       5.650% due 8/15/2014 $ 36,000 $ 37,129
 
Manufacturers & Traders
       Trust Co.
       5.585% due 12/28/2020 (a) 347,000 356,928
 
Marriott International, Inc.
       5.810% due 11/10/2015 373,000 406,750
 
Masco Corp.
       4.800% due 6/15/2015 1,475,000 1,541,375
       6.125% due 10/3/2016 4,502,000 5,019,730
       5.850% due 3/15/2017 2,985,000 3,253,650
       6.625% due 4/15/2018 13,126,000 14,504,230
       7.125% due 3/15/2020 1,440,000 1,634,400
 
Maytag Corp.
       5.000% due 5/15/2015 50,000 52,556
 
MBIA Inc.
       6.400% due 8/15/2022 51,353,000 51,096,235
 
MBNA Corp.
       5.000% due 6/15/2015 800,000 848,880
 
Merrill Lynch & Co.
       5.000% due 1/15/2015 343,000 358,947
       5.300% due 9/30/2015 1,712,000 1,841,391
       6.050% due 5/16/2016 3,000,000 3,321,588
       6.400% due 8/28/2017 3,048,000 3,543,007
       6.875% due 4/25/2018 233,000 278,168
       6.500% due 7/15/2018 2,668,000 3,138,222
       6.875% due 11/15/2018 2,316,000 2,795,829
       8.400% due 11/1/2019 310,000 391,216
 
Morgan Stanley
       4.750% due 4/1/2014 820,000 830,608
       6.000% due 5/13/2014 695,000 711,896
       4.200% due 11/20/2014 496,000 512,819
       6.000% due 4/28/2015 3,753,000 4,010,002
       4.000% due 7/24/2015 200,000 209,565
       5.375% due 10/15/2015 1,000,000 1,078,672
       5.750% due 10/18/2016 2,178,000 2,439,044
       6.250% due 8/28/2017 1,045,000 1,209,083
       5.950% due 12/28/2017 2,933,000 3,384,852
       6.625% due 4/1/2018 10,152,000 11,968,924
       7.300% due 5/13/2019 4,020,000 4,929,987
       6.250% due 7/8/2019 (b) 139,000 144,630
       5.625% due 9/23/2019 400,000 459,254
       5.500% due 1/26/2020 10,000 11,303
       3.500% due 10/15/2020 (b) 1,457,000 1,455,938
 
Mylan Inc.
       7.875% due 7/15/2020 (d) 3,600,000 4,090,108
 
NASDAQ OMX Group, Inc.
       4.000% due 1/15/2015 250,000 258,488
 
National City Bank of Indiana
       4.250% due 7/1/2018 200,000 215,788
 
National Retail Properties Inc.
       6.875% due 10/15/2017 2,273,000 2,656,446
 
National Rural Utilities
       7.200% due 10/1/2015 30,000 32,714
 
NationsBank Corp.
       7.750% due 8/15/2015 2,251,000 2,491,515
 
NET Servicos de
       Comunicacao S.A.
       7.500% due 1/27/2020 43,980,000 47,718,300
 
NIPSCO Capital Markets, Inc.
       7.860% due 3/27/2017 40,000 45,832
 
NiSource Finance Corp.
       5.400% due 7/15/2014 230,000 236,654
 
Northern Indiana Public
       Service Co.
       7.590% due 6/12/2017 182,000 207,519
 
Ohio Casualty Corp.
       7.300% due 6/15/2014 497,000 512,823
 
Owens Corning
       6.500% due 12/1/2016 3,372,000 3,769,609
 
Petrobras Energia S.A.
       5.875% due 5/15/2017 (d) 13,500,000 14,310,000
       5.875% due 5/15/2017 20,549,000 21,781,940

See Notes to Financial Statements.
22



BOND FUND SCHEDULE OF INVESTMENTS (Continued)
November 30, 2013

                Principal
Amount Value
BONDS (continued)            
 
Corporate Bonds (continued)
Petrobras Int’l. Finance Co.
       7.875% due 3/15/2019 $ 11,150,000 $ 12,895,945
       5.750% due 1/20/2020 2,370,000 2,463,824
 
Petrohawk Energy Corp.
       7.875% due 6/1/2015 208,000 213,200
         7.250% due 8/15/2018 41,891,000 45,347,007
       6.250% due 6/1/2019 157,000 171,538
 
Pitney Bowes Inc.
       5.750% due 9/15/2017 67,000 74,200
       6.250% due 3/15/2019 918,000 1,034,576
       5.250% due 1/15/2037 43,717,000 46,589,600
 
Platinum Underwriters
       Finance, Inc.
       7.500% due 6/1/2017 15,017,000 16,954,944
 
PNC Funding Corp.
       5.250% due 11/15/2015 352,000 380,288
 
PNM Resources Inc.
       9.250% due 5/15/2015 617,000 685,641
 
PPL Energy Supply, LLC
       5.400% due 8/15/2014 15,000 15,503
       6.500% due 5/1/2018 1,000,000 1,128,617
 
Principal Life Income
       Funding Trusts
       5.000% due 4/15/2014 30,000 30,419
       5.000% due 4/15/2014 40,000 40,634
       5.000% due 4/15/2014 5,000 5,071
       3.398% due 4/1/2016 (a) 50,000 50,848
 
Prologis, Inc.
       6.875% due 3/15/2020 4,000 4,792
 
Protective Life Corp.
       4.875% due 11/1/2014 820,000 846,918
 
Protective Life Secured Trusts
       4.250% due 3/15/2014 20,000 20,141
 
Provident Cos., Inc.
       7.000% due 7/15/2018 1,057,000 1,225,154
 
Prudential Financial, Inc.
       6.200% due 1/15/2015 1,100,000 1,167,404
       5.000% due 3/16/2015 140,000 146,012
       8.875% due 6/15/2038 (a) 31,958,000 38,749,075
 
Prudential PLC
       11.750% due 12/23/2014 (a) (e) 3,936,000 4,324,680
 
Qwest Corp.
       7.500% due 10/1/2014 1,495,000 1,572,933
 
R.R. Donnelley & Sons Co.
       5.500% due 5/15/2015 3,314,000 3,487,985
       8.600% due 8/15/2016 327,000 378,503
       6.125% due 1/15/2017 2,791,000 3,038,701
 
Regions Bank / Birmingham AL
       7.500% due 5/15/2018 15,723,000 18,749,678
 
Regions Financial Corp.
       7.750% due 11/10/2014 2,787,000 2,959,042
 
Royal Bank of Scotland
       Group PLC
       3.000% due 9/14/2022 (b) 20,000 19,987
 
Ryder System, Inc.
       5.850% due 3/1/2014 102,000 103,311
 
Seagate HDD Cayman
       7.750% due 12/15/2018 7,375,000 8,130,937
       6.875% due 5/1/2020 11,272,000 12,258,300
 
Security Benefit Life Insurance
       8.750% due 5/15/2016 (d) 8,000,000 9,011,064
 
Seminole Indian Tribe of Florida
       8.030% due 10/1/2020 (d) 37,500,000 41,250,000
 
Skyway Concession Co. LLC
       0.528% due 6/30/2017 (a) (d) 11,275,000 10,062,937
 
SL Green Realty Corp.
       5.000% due 8/15/2018 16,015,000 17,195,578

See Notes to Financial Statements.
23



BOND FUND SCHEDULE OF INVESTMENTS (Continued)
November 30, 2013

        Principal
              Amount       Value
BONDS (continued)
 
Corporate Bonds (continued)
SLM Corp.
       4.300% due 12/15/2013 $ 2,000 $ 1,999
       5.150% due 12/15/2013 60,000 59,980
       5.250% due 12/15/2013 30,000 29,991
      3.638% due 1/31/2014 (a) 127,000 126,864
         4.700% due 3/15/2014 25,000 24,898
       4.950% due 3/15/2014 15,000 14,949
       5.150% due 3/15/2014 10,000 9,971
       3.318% due 4/1/2014 (a) 155,000 154,242
       3.898% due 6/2/2014 (a) 70,000 69,633
       5.050% due 11/14/2014 142,000 146,970
       3.268% due 12/15/2014 (a) 444,000 438,969
       5.000% due 3/15/2015 (b) 11,000 10,848
       5.000% due 4/15/2015 425,000 444,125
       3.468% due 9/15/2015 (a) 90,000 88,678
       5.000% due 9/15/2015 55,000 53,950
       5.000% due 9/15/2015 140,000 137,319
       5.000% due 9/15/2015 46,000 45,119
       5.250% due 9/15/2015 75,000 73,879
       3.568% due 12/15/2015 (a) 128,000 127,661
       5.150% due 3/15/2017 3,085,000 2,992,450
       4.800% due 6/15/2017 (b) 59,000 56,216
       5.100% due 6/15/2017 (b) 35,000 33,676
       4.700% due 12/15/2017 (b) 33,000 30,980
       5.250% due 3/15/2018 5,000 4,762
       5.450% due 3/15/2018 74,000 70,998
       5.600% due 3/15/2018 30,000 28,951
       5.000% due 6/15/2018 168,000 167,944
       5.600% due 6/15/2018 29,000 27,832
       8.450% due 6/15/2018 9,790,000 11,405,350
       5.200% due 12/15/2018 (b) 30,000 27,970
       5.450% due 12/15/2018 (b) 46,000 43,371
       5.250% due 3/15/2019 42,000 38,995
       5.500% due 3/15/2019 800,000 752,080
       5.500% due 3/15/2019 (b) 375,000 369,283
       5.900% due 3/15/2019 (b) 30,000 28,727
       6.000% due 3/15/2019 (b) 110,000 105,776
       6.000% due 3/15/2019 (b) 61,000 58,658
       6.200% due 3/15/2019 (b) 44,000 42,699
       6.250% due 3/15/2019 (b) 20,000 19,453
       5.190% due 4/24/2019 731,000 711,605
       3.768% due 5/3/2019 (a) 217,000 208,774
       5.000% due 6/15/2019 158,000 144,376
       5.000% due 6/15/2019 48,000 43,861
       5.150% due 6/15/2019 11,000 10,071
       6.000% due 6/15/2019 25,000 23,947
       6.000% due 6/15/2019 94,000 90,041
       5.500% due 9/15/2019 5,000 4,647
       6.000% due 9/15/2019 43,000 41,000
       8.000% due 3/25/2020 20,888,000 23,707,880
       6.000% due 9/15/2020 (b) 15,000 14,110
       6.250% due 9/15/2020 (b) 154,000 146,922
       6.500% due 12/15/2020 (b) 71,000 71,032
       6.750% due 12/15/2020 (b) 306,000 299,228
       6.750% due 12/15/2020 (b) 95,000 92,898
       6.000% due 6/15/2021 (b) 67,000 65,000
       6.000% due 6/15/2021 40,000 36,539
       6.000% due 6/15/2021 251,000 229,253
       6.000% due 6/15/2021 381,000 349,510
       6.150% due 6/15/2021 271,000 251,089
       6.150% due 6/15/2021 152,000 140,832
       7.000% due 6/15/2021 (b) 194,000 189,962
       7.250% due 1/25/2022 805,000 853,300
       5.400% due 4/25/2023 (b) 70,000 59,848
 
Springleaf Finance Corp.
       6.900% due 12/15/2017 1,000,000 1,080,000
 
StanCorp Financial Group, Inc.
       6.900% due 6/1/2067 (a) 401,000 398,995
 
State Bank of India/London
       4.125% due 8/1/2017 (d) 8,000,000 8,110,272
 
Steelcase Inc.
       6.375% due 2/15/2021 787,000 869,208
 
Sunoco, Inc.
       4.875% due 10/15/2014 2,495,000 2,577,617
       9.625% due 4/15/2015 6,466,000 7,200,725
 
SunTrust Bank
       5.000% due 9/1/2015 690,000 734,447
       5.450% due 12/1/2017 51,000 56,218
 
Susa Partnership L.P.
       8.200% due 6/1/2017 16,000 19,098
       7.450% due 7/1/2018 130,000 155,863
 
Tech Data Corp.
       3.750% due 9/21/2017 4,301,000 4,425,587

See Notes to Financial Statements.
24



BOND FUND SCHEDULE OF INVESTMENTS (Continued)
November 30, 2013

                Principal
      Amount       Value
BONDS (continued)
 
Corporate Bonds (continued)
Telecom Italia
       6.175% due 6/18/2014 $ 1,805,000 $ 1,849,109
       6.999% due 6/4/2018 28,868,000 31,916,663
       7.175% due 6/18/2019 1,480,000 1,652,398
 
Textron Financial Corp.
       5.125% due 8/15/2014 135,000 138,747
       6.200% due 3/15/2015 14,000 14,920
 
  Transatlantic Holdings, Inc.
       5.750% due 12/14/2015 2,590,000 2,822,724
   
21st Century Insurance Group
         5.900% due 12/15/2013 363,000 363,543
 
UDR, Inc.
       5.500% due 4/1/2014 421,000 427,156
       5.250% due 1/15/2015 690,000 721,067
 
Unitrin, Inc.
       6.000% due 11/30/2015 10,185,000 10,944,750
       6.000% due 5/15/2017 8,974,000 9,965,223
 
Unum Group
       7.125% due 9/30/2016 2,200,000 2,514,842
 
Warner Chilcott Co. LLC
       7.750% due 9/15/2018 46,392,000 50,509,290
 
Weingarten Realty Investors
       4.857% due 1/15/2014 807,000 810,692
 
Wells Fargo & Co.
       7.980% due 3/15/2018 (a) (e) 46,026,000 51,664,185
 
Western Union Co.
       5.930% due 10/1/2016 33,095,000 36,995,676
 
Westinghouse Credit
       8.875% due 6/14/2014 93,000 96,994
 
Westvaco Corp.
       7.650% due 3/15/2027 268,000 284,454
       7.500% due 6/15/2027 796,000 839,760
 
Weyerhaeuser Co.
       6.950% due 8/1/2017 195,000 227,848
 
White Mountains Re Group, Ltd.
       6.375% due 3/20/2017 (d) 18,996,000 20,874,400
 
Willis N.A. Inc.
       6.200% due 3/28/2017 1,801,000 1,982,321
 
WPP Finance UK
       5.875% due 6/15/2014 505,000 518,814
 
Wyndham Worldwide
       6.000% due 12/1/2016 2,615,000 2,897,799
       5.750% due 2/1/2018 2,020,000 2,232,453
 
Wynn Las Vegas LLC
       7.875% due 5/1/2020 3,615,000 3,990,056
       7.750% due 8/15/2020 41,546,000 46,323,790
 
XL Capital
       5.250% due 9/15/2014 4,220,000 4,373,608
 
Zions Bancorporation
       3.400% due 6/30/2014 15,000 15,032
       7.750% due 9/23/2014 14,349,000 15,072,376
       3.500% due 9/15/2015 4,790,000 4,783,332
       2.550% due 11/16/2015 1,966,000 1,966,594
       5.500% due 5/10/2016 2,943,000 2,934,409
       2.750% due 5/16/2016 11,315,000 11,333,647
       4.000% due 6/20/2016 60,000 62,609
       5.000% due 8/1/2016 3,650,000 3,652,183
       5.250% due 11/7/2016 1,158,000 1,156,641
       3.050% due 2/15/2017 3,700,000 3,716,446
       4.500% due 3/27/2017 1,125,000 1,206,846
 
Total Corporate Bonds 1,931,230,456
 
Federal Agency Mortgage-
Backed Securities - 0.0%
Fannie Mae
       6.000% due 8/1/2014,
              Pool #25-5434F 2,860 2,904
       7.000% due 7/1/2015,
              Pool #53-5461F 2,824 2,902
       8.000% due 9/1/2015,
              Pool #53-5460F 6,506 6,739
       6.500% due 1/1/2019,
              Pool #76-9194F 50,295 53,902

See Notes to Financial Statements.
25



BOND FUND SCHEDULE OF INVESTMENTS (Continued)
November 30, 2013

                Principal
      Amount       Value
BONDS (continued)
 
Federal Agency Mortgage-
Backed Securities (continued)
Fannie Mae (continued)
       6.000% due 10/1/2037,
              Pool #88-8736F $ 284,073 $ 304,581
       6.000% due 3/1/2038,
              Pool #25-7134F 194,731 208,534
 
Freddie Mac
       4.500% due 5/1/2018,
              Pool #P1-0032 36,855 37,879
       6.500% due 12/1/2018,
              Pool #C9-0241 35,675 39,572
       6.000% due 11/1/2021,  
              Pool #G1-2449 62,284 68,117
       6.000% due 2/1/2022,
              Pool #G1-2758 110,398 120,683
 
Ginnie Mae
       5.500% due 6/15/2017,
              Pool #58-4476X 1,427 1,525
       5.500% due 7/20/2018,
              Pool #00-3411M 11,194 11,949
       7.000% due 5/15/2033,
              Pool #78-2071X 48,777 58,417
       5.500% due 6/20/2038,
              Pool #00-4163M 47,542 50,250
 
Total Federal Agency Mortgage-
       Backed Securities 967,954
 
Taxable Municipal Bonds - 2.6%
Casino Reinvestment
         Development Authority NJ
       5.340% due 6/1/2020 2,990,000 2,950,054
 
City of Detroit MI Water Supply
       System Revenue
       3.607% due 7/1/2016 500,000 497,385
 
County of Reeves TX Certs.
       of Participation
       4.800% due 12/1/2013 5,000 5,000
       5.150% due 12/1/2014 20,000 20,106
       6.150% due 12/1/2015 930,000 962,057
       7.000% due 12/1/2015 10,000 10,576
       6.000% due 12/1/2016 75,000 78,129
       5.000% due 12/1/2017 45,000 43,765
       6.250% due 12/1/2017 20,000 20,358
       7.400% due 12/1/2017 135,000 142,141
       6.500% due 12/1/2018 80,000 81,648
       7.500% due 12/1/2018 15,000 15,643
       6.750% due 12/1/2019 585,000 598,502
       6.125% due 12/1/2020 375,000 384,529
       6.875% due 12/1/2020 320,000 327,526
       6.375% due 12/1/2021 15,000 14,516
       7.000% due 12/1/2021 140,000 143,221
       7.700% due 12/1/2021 2,890,000 3,010,051
 
Garza County TX Public
       Facility Corp.
       6.200% due 10/1/2020 1,335,000 1,354,037
 
Lancaster PA Parking Authority
       5.760% due 12/1/2017 525,000 551,854
 
LL & P Wind Energy, Inc. WA
       5.733% due 12/1/2017 (d) 395,000 401,715
       5.983% due 12/1/2022 (d) 7,295,000 7,242,695
 
Los Angeles CA Community
       College District
       4.760% due 8/1/2015 40,000 40,946
 
Puerto Rico Commonwealth
       Gov’t. Development Bank
       4.704% due 5/1/2016 24,080,000 20,457,164
       3.875% due 2/1/2017 8,000,000 6,300,640
       4.375% due 2/1/2019 12,395,000 8,979,682
 
Willacy County TX Local
       Gov’t. Corp.
       7.800% due 12/1/2028 60,000 61,297
 
Willacy County TX Public
       Facility Corp.
       5.000% due 12/1/2015 1,230,000 1,262,570
       6.000% due 12/1/2016 1,330,000 1,381,112
       6.000% due 12/1/2017 240,000 250,879
 
Total Taxable Municipal Bonds 57,589,798
 
TOTAL BONDS
       (COST $2,169,060,002) 2,192,728,396

See Notes to Financial Statements.
26



BOND FUND SCHEDULE OF INVESTMENTS (Continued)
November 30, 2013

                      Shares       Value
SHORT-TERM INVESTMENTS - 0.3%  
             
Money Market Funds - 0.3%      
Fidelity Money Market Portfolio    
       Class I, 0.045% (f) 8,066,748 $ 8,066,748
 
Total Money Market Funds 8,066,748
   
TOTAL SHORT-TERM INVESTMENTS
       (COST $8,066,748) 8,066,748
 
TOTAL INVESTMENTS - 97.7%
       (COST $2,177,126,750) 2,200,795,144
 
NET OTHER ASSETS AND
       LIABILITIES - 2.3% 51,267,205
 
NET ASSETS - 100.0%   $ 2,252,062,349

(a) Interest rate shown represents the current coupon rate at November 30, 2013.
(b)  Security is a “step-up” bond where the coupon increases or steps up at a predetermined date.
(c) Zero-coupon security.
(d) Security is exempt from registration under Rule 144A under the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers.
(e) Perpetual maturity, date shown represents next contractual call date.
(f) Interest rate shown represents the 7-day yield at November 30, 2013.

PLC: Public Limited Company

See Notes to Financial Statements.
27



FUND EXPENSE EXAMPLES (Unaudited)
November 30, 2013

Example

A Fund shareholder may incur two types of costs: (1) transaction costs such as redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from June 1, 2013 to November 30, 2013.

Actual Expenses

The first line of the table below under each Fund provides information about actual account values and actual expenses for such Fund. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below under each Fund provides information about hypothetical account values and hypothetical expenses based on such Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare the 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning Ending Expenses Paid During
      Account Value       Account Value       Period*
06/01/13 11/30/13 06/01/13-11/30/13
Thompson LargeCap Fund
       Actual   $1,000.00 $1,118.08 $6.37
       Hypothetical (5% return before expenses) $1,000.00 $1,018.98 $6.07
Thompson MidCap Fund  
       Actual $1,000.00 $1,132.18 $6.95
       Hypothetical (5% return before expenses) $1,000.00   $1,018.48 $6.58
Thompson Bond Fund
       Actual $1,000.00 $1,006.69 $3.72
       Hypothetical (5% return before expenses) $1,000.00 $1,021.29 $3.75

Expenses are equal to the annualized [net] expense ratio for each Fund (LargeCap Fund: 1.20%; MidCap Fund: 1.30%; and Bond Fund: 0.74%), multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).
 
For more information, please refer to the Funds’ Prospectus.

See Notes to Financial Statements.
28



STATEMENTS OF ASSETS AND LIABILITIES
November 30, 2013 (In thousands, except per share amounts)

LARGECAP MIDCAP BOND
      FUND       FUND       FUND
ASSETS
       Total investments in securities, at value (Cost $104,633, $31,090 and                
              $2,177,127, respectively) $ 124,940 $ 37,797 $ 2,200,795
       Due from sale of securities 3,225 4 4,577
       Receivable from fund shares sold 13 3 24,937
       Dividends and interest receivable 225     42 33,487
       Prepaid expenses 9   5   93
                     Total Assets 128,412 37,851     2,263,889
LIABILITIES  
       Due on purchase of securities 3,461 184 6,947
       Payable for fund shares redeemed 4 1 3,531
       Accrued expenses payable 41   33 137
       Due to Advisor 108 25 1,212
                     Total Liabilities 3,614 243 11,827
NET ASSETS $ 124,798 $ 37,608 $ 2,252,062
Net Assets consist of:    
       Capital stock ($.001 par value) $ 171,980 $ 27,121 $ 2,201,067
       Undistributed net investment income 364 21,532
       Accumulated net realized gain (loss) on investments   (67,853 ) 3,780 5,795
       Net unrealized appreciation on investments 20,307 6,707 23,668
                     Net Assets $ 124,798 $ 37,608 $ 2,252,062
       Shares of capital stock outstanding (unlimited shares authorized) 2,685 2,679 189,031
       Offering and redemption price/Net asset value per share $ 46.47 $ 14.04 $ 11.91

See Notes to Financial Statements.
29



STATEMENTS OF OPERATIONS
Year Ended November 30, 2013 (In thousands)

LARGECAP MIDCAP BOND
      FUND       FUND       FUND
Investment income                  
       Dividends (1) $ 1,854 $ 392 $
       Interest 80,058
1,854 392 80,058
Expenses
       Investment advisory fees 1,049 306 10,766
       Shareholder servicing costs 32 40   1,163
       Administrative & accounting services fees   118 45 538
       Custody fees 15   8 173
       Federal & state registration 40 34 133
       Directors fees 23 19 101
       Professional fees   38   36 70
       Other expenses   35   11 390
              Total expenses 1,350     499     13,334
              Less expenses reimbursed by Advisor (2 ) (101 )  
Net expenses 1,348 398 13,334
Net investment income (loss) 506 (6 ) 66,724
Net realized gain on investments 15,555 4,145 7,031
Net unrealized appreciation (depreciation) on investments 17,741 5,045 (17,723 )
Net gain (loss) on investments 33,296 9,190 (10,692 )
Net increase in net assets resulting from operations $ 33,802 $ 9,184 $ 56,032
 
 
(1) Net of foreign withholding taxes $ 7 $ 1 $

See Notes to Financial Statements.
30



STATEMENTS OF CHANGES IN NET ASSETS
(In thousands)

LARGECAP MIDCAP BOND
FUND FUND FUND
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
November 30, November 30, November 30, November 30, November 30, November 30,
     2013      2012      2013      2012      2013      2012
Operations                                                    
       Net investment income (loss) $ 506 $ 509 $ (6 ) $ (6 ) $ 66,724 $ 35,828
       Net realized gain on investments 15,555 12,001 4,145 2,194 7,031 2,478
       Net unrealized appreciation (depreciation)
              on investments 17,741 756 5,045 314   (17,723 )   44,436
       Net increase in net assets resulting  
              from operations 33,802 13,266 9,184 2,502 56,032   82,742
Distributions to Shareholders
       Distributions from net investment income (538 ) (359 ) (57,323 ) (31,675 )
       Distributions from net realized gains on      
              securities transactions (2,062 ) (1,957 )     (2,354 )   (1,596 )
       Total distributions to shareholders (538 ) (359 ) (2,062 ) (1,957 ) (59,677 ) (33,271 )
                                                                         
Fund Share Transactions (See Note 4) (8,076 ) (17,383 )   5,931     6,390 963,424 586,782
                                                                         
Total Increase (Decrease) in Net Assets   25,188 (4,476 )   13,053   6,935   959,779 636,253
                                                                         
Net Assets            
       Beginning of period     99,610       104,086   24,555 17,620 1,292,283 656,030
       End of period $ 124,798   $ 99,610 $ 37,608 $ 24,555 $ 2,252,062 $ 1,292,283
       Undistributed net investment income (loss)
              included in net assets at end of period $ 364 $ 396 $ $ (6 ) $ 21,532 $ 10,999

See Notes to Financial Statements.
31



NOTES TO FINANCIAL STATEMENTS
November 30, 2013

NOTE 1 - ORGANIZATION
Thompson IM Funds, Inc. (the “Company”) is a Wisconsin corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, diversified management investment company.

The Company consists of separate mutual funds series (each, a “Fund,” and collectively, the “Funds”): Thompson LargeCap Fund (the “LargeCap Fund”), Thompson MidCap Fund (the “MidCap Fund”) and Thompson Bond Fund (the “Bond Fund”). The assets and liabilities of each Fund are segregated and a shareholder’s interest is limited to the Fund in which the shareholder owns shares. The objectives and strategies of each Fund are described in the Funds’ Prospectus.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements.

SECURITY VALUATION - Each Fund’s 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) or, where market quotations are not readily available or are unreliable, at fair value as determined in good faith pursuant to procedures established by the Funds’ Board of Directors (the “Funds’ Board”). Market quotations for the common stocks in which the Funds invest are nearly always readily available; however, market quotations for debt securities are often not readily available. Fair values of debt securities are typically 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. Debt securities with remaining maturities of 60 days or less are generally valued at amortized cost basis. 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 be used. Investments in money market mutual funds are generally priced at the ending NAV provided by the service agent of the funds.

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 set forth in the Pricing Policies and Procedures adopted by the Funds’ Board, 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. No securities in any of the Funds were fair valued as of November 30, 2013.

In accordance with generally accepted accounting principles in the United States of America (“GAAP”), fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. GAAP established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

Various inputs are used in determining the value of each Fund’s investments. These inputs are summarized in the three broad levels listed below:

Level 1 – Quoted prices in active markets for identical securities.

Level 2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3 – Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. The Fund considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The determination of

32



NOTES TO FINANCIAL STATEMENTS (Continued)
November 30, 2013

what constitutes “observable” requires significant judgment by the Fund. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Fund’s perceived risk of that instrument. Investments whose values are based on quoted market prices in active markets, and which are therefore classified as level-1 securities, include active listed equities and certain U.S. government obligations.

Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs, are classified as level-2 securities. These include certain U.S. government obligations, most government agency securities, investment-grade corporate bonds, sovereign government bonds, municipal bonds, and less liquid listed equities. Level-2 investments include positions that are not traded in active markets.

Investments classified as level-3 securities have significant unobservable inputs, as they trade infrequently or not at all. Level-3 instruments include private-placement and less liquid corporate and municipal debt securities. When observable prices are not available for these securities, the Fund uses one or more valuation techniques (e.g., the market approach, the income approach, or the cost approach) for which sufficient and reliable data is available. Within level 3, the use of the market approach generally consists of using comparable market transactions, while the use of the income approach generally consists of using the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors. The inputs used by the Fund in estimating the value of level-3 investments include the original transaction price and recent transactions in the same or similar instruments.

The following is a summary of the inputs used to value the Funds’ investments as of November 30, 2013:

LargeCap Fund
Assets       Level 1       Level 2       Level 3       Total
Investment Securities:
       Common Stocks $ 124,573,803 $ $ $ 124,573,803
       Short-term securities 366,363 366,363
Total Assets $ 124,940,166 $ $ $ 124,940,166
  
MidCap Fund
Assets Level 1 Level 2 Level 3 Total
Investment Securities:
       Common Stocks $ 37,597,089 $ $ $ 37,597,089
       Short-term securities 200,199 200,199
Total Assets $ 37,797,288 $ $ $ 37,797,288
  
Bond Fund
Assets Level 1 Level 2 Level 3 Total
Investment Securities:
       Bonds $ $ 2,192,728,396 $                   – $ 2,192,728,396
       Short-term securities   8,066,748         8,066,748
Total Assets $ 8,066,748 $ 2,192,728,396 $ $ 2,200,795,144

There were no transfers between level-1 and level-2 securities and the Funds did not invest in any level-3 investments as of and during the fiscal year ended November 30, 2013. It is the Funds’ policy to record transfers at the end of the reporting period. Refer to each Fund’s Schedule of Investments for additional information regarding security types and industry classifications.

33



NOTES TO FINANCIAL STATEMENTS (Continued)
November 30, 2013

SECURITIES TRANSACTIONS AND INVESTMENT INCOME - Investment securities transactions are accounted for on the trade date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities on the same basis for book and tax purposes. Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned. Income and capital gains on some foreign securities may be subject to foreign withholding taxes, which are accrued as applicable, and have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.

OPTIONS - Each Fund may enter into options transactions for hedging purposes and will not use these instruments for speculation. Each Fund may use options to hedge against anticipated declines in the market value of portfolio securities and increases in the market value of securities it intends to purchase and protect against exposure to interest rate changes. Each Fund may also use options to enhance total return or invest in eligible asset classes with greater efficiency and lower cost than is believed to be possible through direct investment. The use of options for hedging purposes involves certain risks and may result in a loss if changes in the value of the option move in a direction different than anticipated, rendering the hedging strategy unsuccessful.

Each Fund may write covered call/put options for which premiums received are recorded as liabilities and are subsequently adjusted to the current fair value of the options written. Premiums received from writing options that expire unexercised are treated as realized gains. Premiums received from writing options which are either exercised or closed are offset against the proceeds received or amount paid on the transaction to determine realized gains or losses.

SECURITIES PURCHASED ON A WHEN-ISSUED OR DELAYED-DELIVERY BASIS - Each Fund may purchase securities on a when-issued or delayed-delivery basis. When-issued securities are securities purchased with delivery to occur at a later date at a stated price and/or yield, thereby involving the risk that the price and/or yield obtained may be more or less than those available in the market when delivery takes place. At the time a Fund makes a commitment to purchase a security on a when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value. Each Fund designates and maintains cash and marketable securities at least equal in value to commitments for when-issued securities.

VARIABLE-RATE DEMAND NOTES - The Funds invest in short-term variable-rate demand notes, which are unsecured instruments. The Funds may be susceptible to credit risk with respect to these instruments to the extent the issuer defaults on its payment obligation.

PERMANENT BOOK AND TAX DIFFERENCES - Generally accepted accounting principles require that permanent financial reporting and tax differences relating to shareholder distributions be reclassified in the capital accounts.

EXPENSES - Each Fund is charged for those expenses that are directly attributed to it. Expenses that are not readily identifiable to a specific Fund are generally allocated among the Funds in proportion to the relative sizes of the Funds.

USE OF ESTIMATES - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

DISTRIBUTIONS TO SHAREHOLDERS - Distributions to shareholders from net investment income and realized gains on securities for the LargeCap Fund and MidCap Fund normally are declared at least annually. Bond Fund distributions to shareholders from net investment income normally are declared on a quarterly basis, and distributions to shareholders from realized gains on securities normally are declared at least annually. Distributions are recorded on the ex-dividend date.

FEDERAL INCOME TAXES - No provision has been made for federal income taxes since the Funds have elected to be taxed as regulated investment companies and intend to distribute substantially all income to shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies.

34



NOTES TO FINANCIAL STATEMENTS (Continued)
November 30, 2013

LINE OF CREDIT - The Funds have established an unsecured line of credit (“LOC”) with U.S. Bank N.A. which expires November 14, 2014 used primarily to finance redemption payments. Each individual Fund’s borrowing under the LOC is limited to either 5% of the value of that Fund’s total assets or any explicit borrowing limits imposed by the Funds’ Board, whatever is less. As of November 30, 2013, the limits established by the Funds’ Board are: LargeCap Fund - $6,000,000, MidCap Fund - $1,700,000 and Bond Fund - $100,000,000. The LOC was drawn upon during the year; however, as of November 30, 2013, there were no borrowings by the Funds outstanding under the LOC. The following table shows the average balance, average interest rate and interest expense incurred by the Funds on borrowings under the LOC for the fiscal year ended November 30, 2013.

Average Average Interest
  Fund         Balance       Interest Rate       Expense
LargeCap Fund $ 106,532   3.250%   $ 3,510  
MidCap Fund $ 11,764 3.250%     $ 386  
Bond Fund $ 1,823,504 3.250% $ 60,125

GUARANTEES AND INDEMNIFICATIONS - Under the Funds’ organizational documents, each Director, officer, employee or other agent of the Funds (including the Funds’ investment manager) is indemnified, to the extent permitted by the 1940 Act, against certain liabilities that may arise out of performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and believe the risk of loss to be remote.

ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES - As of and during the fiscal year ended November 30, 2013, the Funds did not have a liability for unrecognized tax benefits in the accompanying financial statements. Also, the Funds recognized no interest or penalties related to unrecognized tax benefits during the same period. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. Generally, each of the tax years in the four-year period ended November 30, 2013 remains subject to examination by taxing authorities. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

SUBSEQUENT EVENTS - The Funds have evaluated subsequent events through the issuance of the Funds’ financial statements and have determined that such subsequent events do not have an impact on the Funds’ financial statements.

NOTE 3 - INVESTMENT ADVISORY AND ADMINISTRATIVE AND ACCOUNTING SERVICES AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES
The Investment Advisory Agreement pursuant to which Thompson Investment Management, Inc. (“TIM” or “Advisor”) is retained by the Funds 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 Advisor is contractually bound to waive management fees and/or reimburse expenses incurred by the LargeCap Fund from March 31, 2013 through November 30, 2013 and the MidCap Fund and Bond Fund from December 1, 2012 through March 31, 2014, so that the annual operating expenses of the Funds do not exceed the following percentages of their respective average daily net assets: LargeCap Fund-1.20%, MidCap Fund-1.30% and Bond Fund-0.80%. Prior to March 31, 2013, the applicable expense limitation percentage for the LargeCap Fund was 1.40%. The Advisor reimbursed expenses incurred by the LargeCap Fund in the amount of $2,206 for the period from March 31, 2013 through November 30, 2013, and the MidCap Fund in the amount of $101,402 for the period from December 1, 2012 through November 30, 2013. The Funds are not obligated to reimburse the Advisor for any fees or expenses waived in previous fiscal years.

35



NOTES TO FINANCIAL STATEMENTS (Continued)
November 30, 2013

Pursuant to an Administrative and Accounting Services Agreement, TIM maintains the Funds’ financial records in accordance with the 1940 Act, prepares all necessary financial statements of the Funds and calculates the net asset value per share of the Funds on a daily basis. As compensation for its services, each Fund pays TIM a fee computed daily and payable monthly at the annual rate of 0.15% of average daily net assets up to $30 million, 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, with an annual minimum fee of $30,000 per Fund. The calculations of daily net asset value are subcontracted to U.S. Bancorp Fund Services, resulting in fees paid by TIM for the fiscal year ended November 30, 2013 in the amounts of $34,649, $33,058 and $213,525 for the LargeCap Fund, MidCap Fund and Bond Fund, respectively.

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 Funds’ Board to approximate 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, 2013, the amounts reimbursed by the Funds to the Advisor were $27,925, $4,401 and $697,287 for the LargeCap Fund, MidCap Fund and Bond Fund, respectively.

As of November 30, 2013, retirement plan investments by certain employees of the Advisor represent 5.01% of the net assets of the MidCap Fund.

NOTE 4 - FUND SHARE TRANSACTIONS (in thousands)

Transactions in shares of the Funds were as follows:

Year Ended Year Ended
November 30, 2013 November 30, 2012
      Shares       Dollars       Shares       Dollars
LargeCap Fund
Shares sold 323 $ 13,589 447 $ 14,978
Shares issued in reinvestment of dividends 14 517 12 343
Shares issued in reinvestment of realized gains
Shares redeemed (559 ) (22,182 ) (1,014 ) (32,704 )
       Net decrease (222 ) $ (8,076 ) (555 ) $ (17,383 )
 
MidCap Fund
Shares sold 488 $ 6,084 549 $ 6,096
Shares issued in reinvestment of dividends
Shares issued in reinvestment of realized gains 195 2,058 205 1,953
Shares redeemed (181 ) (2,211 ) (157 ) (1,659 )
       Net increase 502 $ 5,931 597 $ 6,390  
 
Bond Fund
Shares sold 144,318 $ 1,716,983 69,563 $ 810,480
Shares issued in reinvestment of dividends 4,549   53,604 2,562   29,525
Shares issued in reinvestment of realized gains   188   2,229 136 1,521
Shares redeemed (68,208 ) (809,392 )   (21,964 )     (254,744 )
       Net increase 80,847 $ 963,424 50,297 $ 586,782

36



NOTES TO FINANCIAL STATEMENTS (Continued)
November 30, 2013

NOTE 5 - PURCHASE AND SALE OF SECURITIES
Investment transactions for the fiscal year ended November 30, 2013 were as follows:

Securities other than U.S.
Government and Short-term
Investments U.S. Government Securities
      Purchases            Sales            Purchases            Sales
LargeCap Fund $ 42,280,903 $ 50,455,350    $       $   
MidCap Fund $ 18,033,961   $ 14,156,258     $     $
Bond Fund   $ 1,595,327,137 $ 228,879,418     $ 70,228     $ 14,947  

NOTE 6 - INCOME TAX INFORMATION
At November 30, 2013, the investment cost and aggregate unrealized appreciation and depreciation on investments for federal income tax purposes were as follows:

Net unrealized Distributable Distributable
Unrealized Unrealized appreciation ordinary long-term
      Federal tax cost       appreciation       depreciation       (depreciation)       income       capital gains
LargeCap Fund   $ 104,971,807     $ 23,277,286     $ (3,308,927 )      $ 19,968,359       $ 364,330     $   
MidCap Fund   $ 31,243,495     $ 7,443,385   $ (889,592 )       $ 6,553,793     $ 246,002     $ 3,686,265
Bond Fund   $ 2,177,126,750   $ 49,594,085     $ (25,925,691 ) $ 23,668,394   $ 21,532,361   $ 5,794,499

The tax basis of investments for tax and financial reporting purposes differ principally due to wash sales and straddles.

The tax components of distributions paid during the fiscal year ended November 30, 2013, capital loss carryforward as of November 30, 2013 and tax basis post-October losses as of November 30, 2013, which are not being recognized for tax purposes until the first day of the following fiscal year are:

Ordinary Long-term Net capital
income capital gains loss Post-October
      distributions       distributions       carryforward*       Losses
LargeCap Fund   $ 538,254   $        $ 67,514,030    $–
MidCap Fund   $       $ 2,062,420     $   $–
Bond Fund $ 57,322,991 $ 2,353,544 $ $–

The LargeCap Fund has capital losses in the amount of $19,758,747 and $47,755,283 which expire on November 30, 2016 and November 30, 2017, respectively.

The tax components of distributions paid during the fiscal year ended November 30, 2012 are:

Ordinary Long-term
income capital gains
      distributions       distributions
LargeCap Fund    $ 358,796      $  
MidCap Fund     $ 165,439       $ 1,791,599  
Bond Fund $ 31,793,469 $ 1,478,148

The following distributions were declared on December 18, 2013, payable to shareholders on December 19, 2013 (Unaudited):

Ordinary income Long-term capital gains
distributions distributions
      Amount       Per share       Amount       Per share
LargeCap Fund $ 472,077 $0.18 $     $    
MidCap Fund   $ 246,171   $0.09   $ 3,687,221     $ 1.38  
Bond Fund $ 27,152,350 $0.14 $ 5,801,616 $ 0.03

37



FINANCIAL HIGHLIGHTS
 

The following table presents information relating to a share of capital stock outstanding for the entire period.

      Year Ended November 30,
2013       2012       2011       2010       2009
LARGECAP FUND
   
Net Asset Value, Beginning of Period $34.27 $30.07 $29.20 $27.04 $19.75
Income from Investment Operations
       Net investment income 0.19 0.18 0.08 0.01 0.07
       Net realized and unrealized gains
              on investments and options 12.20 4.13 0.80 2.20 7.51
       Total from Investment Operations 12.39 4.31 0.88 2.21 7.58
Less Distributions
       Distributions from net investment income (0.19 ) (0.11 ) (0.01 ) (0.05 ) (0.29 )
       Distributions from net realized gains
       Total Distributions (0.19 ) (0.11 ) (0.01 ) (0.05 ) (0.29 )
   
Net Asset Value, End of Period $46.47 $34.27 $30.07 $29.20 $27.04
  
Total Return 36.33% 14.37% 3.02% 8.17% 38.88%
  
Ratios/Supplemental Data
       Net assets, end of period (millions) $124.8 $99.6 $104.1 $125.8 $144.1
       Ratios to average net assets:
              Ratio of expenses 1.21% 1.31% 1.31% 1.36% 1.54%
              Ratio of expenses without reimbursement 1.22% 1.31% 1.31% 1.36% 1.54%  
              Ratio of net investment income 0.46%   0.47%   0.24%   0.05%   0.32%
              Ratio of net investment income        
                     without reimbursement   0.45% 0.47% 0.24% 0.05% 0.32%
       Portfolio turnover rate 38% 30% 40% 37% 63%

See Notes to Financial Statements.
38



FINANCIAL HIGHLIGHTS (Continued)
 

The following table presents information relating to a share of capital stock outstanding for the entire period.

Year Ended November 30,
      2013       2012       2011       2010       2009
MIDCAP FUND
  
Net Asset Value, Beginning of Period $11.28 $11.15 $11.36 $9.39 $6.18
Income from Investment Operations
       Net investment income 0.01
       Net realized and unrealized gains
              on investments 3.71 1.38 0.44 2.02 3.25
       Total from Investment Operations 3.71 1.38 0.44 2.02 3.26
Less Distributions
       Distributions from net investment income (a) (0.05 )
       Distributions from net realized gains (0.95 ) (1.25 ) (0.65 ) (0.05 )
       Total Distributions (0.95 ) (1.25 ) (0.65 ) (0.05 ) (0.05 )
   
Net Asset Value, End of Period $14.04 $11.28 $11.15 $11.36 $9.39
 
Total Return 35.65% 14.41% 3.69% 21.71% 53.04%
 
Ratios/Supplemental Data
       Net assets, end of period (millions) $37.6 $24.6 $17.6 $15.7 $9.6
       Ratios to average net assets:
              Ratio of expenses 1.30% 1.30% 1.30% 1.30% 1.30%
              Ratio of expenses without reimbursement 1.63% 1.83% 1.96% 2.34% 4.21%
              Ratio of net investment income (loss) (0.02% ) (0.03% ) (0.19% ) (0.09% ) 0.12%
              Ratio of net investment loss
                     without reimbursement   (0.35% )   (0.56% )   (0.85% )   (1.14% )   (2.79% )
       Portfolio turnover rate 47%   44% 47% 39% 61%

(a) Less than .005 per share.

See Notes to Financial Statements.
39



FINANCIAL HIGHLIGHTS (Continued)
 

The following table presents information relating to a share of capital stock outstanding for the entire period.

Year Ended November 30,
      2013       2012       2011       2010       2009
BOND FUND
 
Net Asset Value, Beginning of Period $11.95 $11.33 $11.54 $11.16 $9.24
Income from Investment Operations
       Net investment income 0.41 0.41 0.42 0.34 0.63
       Net realized and unrealized gains (losses)
              on investments (0.03 ) 0.67 (a) (0.17 )(a) 0.46 (a) 2.01
       Total from Investment Operations 0.38 1.08 0.25 0.80 2.64
Less Distributions
       Distributions from net investment income (0.40 ) (0.43 ) (0.40 ) (0.34 ) (0.72 )
       Distributions from net realized gains (0.02 ) (0.03 ) (0.06 ) (0.08 )
       Total Distributions (0.42 ) (0.46 ) (0.46 ) (0.42 ) (0.72 )
  
Net Asset Value, End of Period $11.91 $11.95 $11.33 $11.54 $11.16
 
Total Return 3.24% 9.70% 2.16% 7.33% 30.05%
 
Ratios/Supplemental Data
       Net assets, end of period (millions) $2,252.1 $1,292.3 $656.0 $437.5 $134.2
       Ratios to average net assets:
              Ratio of expenses 0.74% 0.78% 0.80% 0.80% 0.75%
              Ratio of expenses without reimbursement 0.74% 0.78% 0.84% 0.87% 1.20%
              Ratio of net investment income 3.73% 3.90% 3.89% 3.52% 6.40%
              Ratio of net investment income              
                     without reimbursement 3.73% 3.90%     3.86%   3.44%     5.95%  
       Portfolio turnover rate 33% 16% 14% 10% 85%

(a) 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 due to the fluctuation in share transactions.

See Notes to Financial Statements.
40



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
Thompson IM Funds, Inc.

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Thompson IM Funds, Inc., comprising Thompson LargeCap Fund, Thompson MidCap Fund, and Thompson Bond Fund (the “Funds”) as of November 30, 2013, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended November 30, 2009, were audited by another independent registered public accounting firm, whose report dated January 22, 2010, expressed an unqualified opinion on those highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2013, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds constituting Thompson IM Funds, Inc. as of November 30, 2013, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

COHEN FUND AUDIT SERVICES, LTD.
Cleveland, Ohio
January 21, 2014

41



DIRECTORS AND OFFICERS (Unaudited)
(Information as of 12/31/13)

Position(s)
Held with Number of Other
Thompson IM Thompson IM Directorships
Funds, Inc. and Principal Occupation(s) Funds Overseen Held
Name and Age       Length of Time Served (1)       During Past Five Years       by Director       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.
(9 funds)

 

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

   

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

 

Interested Directors and Officers:

                  

John W. Thompson (2)
Birth date: 7/26/43

Director since 1987

Chairman from 1987 to
January 2009

Chief Executive Officer
since 2005

President since
January 2009

  • President of Thompson Investment Management, Inc. (“TIM”) since 2004
  • President of Thompson Plumb & Associates, Inc. (“TPA”) (investment advisor) from 1984 to 2003
  • Treasurer of TPA from 1993 to 2003
  • A Chartered Financial Analyst

3

None

   

Jason L. Stephens (2)
Birth date: 10/15/74

Director since 2011

Vice President since
2009

Secretary from 2005 to
2010

  • Chief Operating Officer of TIM since June 2009
  • Corporate Secretary of TIM since 2004
  • Portfolio Manager of TIM since 2007
  • Research Analyst of TIM from 2004 to 2007
  • Research Analyst of TPA from 2003 to 2003
  • A Chartered Financial Analyst

3

None

 

42



DIRECTORS AND OFFICERS (Unaudited) (Continued)
(Information as of 12/31/13)

Position(s)
Held with Number of Other
Thompson IM Thompson IM Directorships
Funds, Inc. and Principal Occupation(s) Funds Overseen Held
Name and Age       Length of Time Served (1)       During Past Five Years       by Director       by Director

James T. Evans
Birth date: 6/6/75

Vice President since
2009

  • Chief Investment Officer of TIM since June 2009
  • Portfolio Manager of TIM since 2008
  • Research Analyst of TIM from 2005 to 2008
  • Managing Director of Nakoma Capital Management, from 2000 to 2005
  • A Chartered Financial Analyst

N/A

N/A

 

Penny M. Hubbard
Birth date: 6/2/61

Chief Financial Officer
and Treasurer since
2005

  • Vice President - Administrative Services of TIM since 2004
  • Assistant Vice President - Client Services of TPA and various other capacities 1984-2004

N/A

N/A

 

Nedra S. Pierce
Birth date: 10/2/61

Chief Compliance
Officer since 2006

  • Chief Compliance Officer of TIM since 2006
  • Director of Business Development of TIM from 2004 to 2006 and since June 2010
  • Director of Business Development of TPA from 1998 to 2003

N/A

N/A

 

Lesley T. Bailey
Birth date: 9/30/78

Secretary since 2010

  • Fund Accounting and Administration at TIM since 2004
  • Fund Accounting and Administration at TPA from 2001 to 2004

N/A

N/A

 

Sarah M. Baumgartner
Birth date: 2/21/84

Assistant Secretary
since 2012

  • Fund Accounting and Administration at TIM since 2007

N/A

N/A


The address of each Director and officer as it relates to the Company’s business is 918 Deming Way, Madison WI 53717.

(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) John W. Thompson and Jason L. Stephens are “interested persons” of the Investment Company by virtue of their position with the Investment Company and TIM.

43



ADDITIONAL INFORMATION (Unaudited)
 

THOMPSON IM FUNDS
  
INVESTMENT ADVISOR
Thompson Investment Management, Inc.
918 Deming Way
Madison, Wisconsin 53717
  
DISTRIBUTOR
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
  
TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
  
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Cohen Fund Audit Services, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, OH 44115
  
LEGAL COUNSEL
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

The Statement of Additional Information contains additional information about the directors and officers of Thompson IM Funds, Inc. and is available without charge, upon request, by calling 1-800-999-0887.

Proxy Voting Policy

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities and information regarding how the Funds actually voted proxies during the most recent 12-month period ended June 30 are available without charge, upon request, by calling 1-800-999-0887, through the Funds’ website at www.thompsonim.com and on the SEC’s website at www.sec.gov.

Information About Portfolio Securities

The Funds file complete schedules of t heir portfolio holdings with the Securities and Exchange Commission for the Funds’ first and third quarters of its fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the Securities and Exchange Commission’s website at www.sec.gov. You may also review and copy those documents by visiting the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Funds’ Forms N-Q are also available without charge, upon request, by calling 1-800-999-0887.

44



ADDITIONAL INFORMATION (Unaudited) (Continued)
 

Board Approval of Investment Advisory Agreement

The Investment Company Act of 1940 (the “Act”) requires that the Investment Advisory Agreement (the “Agreement”) for Thompson IM Funds, Inc. (the “Funds”) be approved annually by a vote of a majority of the Board of Directors, including a majority of the Directors who are not parties to the Agreement or “interested persons” of the Funds as that term is defined in the Act (the “Independent Directors”). At its meeting on November 7, 2013, the Board of Directors of the Funds, including all of the Independent Directors, voted unanimously to renew the existing Agreement between the Funds and Thompson Investment Management, Inc. (the “Advisor”) for each of the LargeCap Fund, the MidCap Fund and the Bond Fund (each of these series of the Funds is sometimes referred to as a “Fund” in this section).

The Board’s approval was based on its consideration and evaluation of a variety of factors, including: (1) the nature, extent, and quality of the services provided by the Advisor; (2) the performance of each of the Funds in comparison to its benchmark index and to a peer group of mutual funds; (3) the management fees and total operating expenses of each Fund, including comparative information with respect to a peer group of mutual funds and with fees charged by the Advisor to other clients whose assets are managed under similar objectives and strategies; (4) the extent to which economies of scale may be realized as a Fund grows; and (5) whether fee levels reflect any potential economies of scale for the benefit of shareholders.

In connection with the renewal process, both the Independent Directors as well as the full Board met separately in person on November 7, 2013, and the full Board met by telephone on October 25, 2013, to consider information relevant to the renewal process. The Independent Directors and the full Board are referred to collectively as the “Board” in this section.

To facilitate evaluation of the Agreement, the Board received and reviewed information prepared or compiled by the Advisor as well as an independent analysis of each Fund’s performance, expenses, and profitability prepared by Lipper Inc. (“Lipper”). Information reviewed included a memorandum from Fund counsel discussing the fiduciary duty of Directors under Section 15(c) of the Act; an executive summary and memorandum from Fund management providing its recommendation for renewal of the Agreement; the Advisor’s analysis of profitability of the Agreement to the Advisor and the profitability of related service contracts with the Advisor; a separate profitability comparison prepared by Lipper; a detailed statistical report from Lipper comparing each Fund’s respective performance and expenses with both a comparison “group” and a comparison “universe” of other funds; information regarding the composition of and fees charged for standardized investment products offered to separately managed account clients of the Advisor; the Advisor’s Form ADV which, among other things, showed fees charged by the Advisor to manage the investments of other clients with objectives and programs similar to the Funds; the Agreement and other service agreements with the Advisor; and background information on the Funds’ portfolio managers and reports from the Funds’ Chief Compliance Officer. In addition, the Board had received and considered detailed information on the Funds’ investment performance and expenses at each of its quarterly meetings during the year as well as in-person reports from the Fund’s portfolio managers and reports from the Funds’ Chief Compliance Officer. Throughout the review and approval process, the Independent Directors were represented by independent legal counsel.

The Board considered the nature, extent, and quality of services provided by the Advisor, including services required to be provided under the Agreement, services required to be provided under other agreements with the Advisor and with affiliates of the Advisor, and additional services provided by the Advisor that were not required under any of those agreements. The Board considered the background and experience of the Funds’ portfolio managers, other advisory personnel, compliance personnel, and other support personnel. It noted that in addition to considering these factors at this meeting, it had also considered many of these factors during the course of its quarterly meetings over the past year as well as at its October 25 special telephonic meeting. The Board noted that, in addition to investment management and broker-selection services, the Advisor prepares compliance and other materials for each of the Board’s meetings; provides office space, equipment, information technology and administrative services necessary for operation of the Funds; and performs regular compliance and risk analysis functions for the Funds. The Board believed that the nature, extent, and quality of services provided by the Advisor were comparable to those provided by advisors to comparable funds and that such services were adequate for the Funds’ needs.

In reviewing the investment performance of each of the Funds, the Board reviewed the one-, two-, three-, four-, five- and ten-year and life-of-fund performances of the Bond Fund and LargeCap Fund and the one-, two-, three-, four-, and five-year and life-of-fund performances of the MidCap Fund. The MidCap Fund commenced operations on March 31, 2008, so only approximately five years of performance information was available for that Fund.

The Board noted that the Bond Fund ranked in the top 20 percent of its comparison group and its comparison universe over each period. The Board further noted that the Bond Fund had outperformed its benchmark index for the one-, three-, five-, and ten-year periods.

The Board observed that the investment performance of the LargeCap Fund during the periods being compared had markedly improved in more recent periods relative to the median performance of its comparison group and comparison universe, with the Fund in the first and second quintiles of its comparison group for the one- and three-year periods, respectively; however, the LargeCap Fund had

45



ADDITIONAL INFORMATION (Unaudited) (Continued)
  

underperformed its benchmark index for the five- and ten-year periods. The Board noted that adjustments to the security and sector weightings in the Fund taken over the past several years to align the Fund more closely with its benchmark were continuing to achieve their intended effect of reducing volatility and thereby reducing the risk of significantly underperforming the Fund’s benchmark. The Board observed that based on the Fund’s above-median performance during the past one- and three-year periods, the LargeCap Fund’s relative performance continued to trend in a positive direction.

The performance of the MidCap Fund ranked in the top 40 percent of the Fund’s Lipper comparison group for the three-year period and in the top 20 percent of both the Fund’s Lipper comparison group and its comparison universe for the one- and five-year and life-of-fund periods. The Fund ranked above the median of its comparison universe for the two- and three-year periods. The Board further noted that the MidCap Fund had outperformed its benchmark index for the one-year, five-year, and life-of-fund periods.

After considering the performances of the Bond Fund, LargeCap Fund and MidCap Fund, the Board determined that relative to the performances of comparable funds and to each Fund’s benchmark index, the performance of the Bond Fund was exceptional and that the performance of the MidCap Fund and LargeCap Fund was acceptable.

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

The Board noted that the Bond Fund’s contractual management fee was the highest of its Lipper comparison group and comparison universe. The Board also noted, however, that the Fund’s total expense ratio was below the median of its Lipper comparison group and in the top 60 percent of its comparison group, which the Board determined was reasonable.

The information provided by Lipper indicated that the advisory fees and total expense ratio of the LargeCap Fund were one of the highest in both the Fund’s Lipper comparison group and its comparison universe. The Board, however, observed that the Advisor was proposing a more substantial fee waiver that would create a ceiling on the maximum total expense ratio that the Fund could incur at 1.15 percent of average daily net assets of the Fund. The Board noted that if this fee waiver had been in place during the prior year, the Fund’s total expense ratio would have been in the third quintile of its Lipper comparison group. The Board also noted that the recent growth in total assets invested across the Funds could have the effect of reducing non-management expenses further, whereas these non-management expenses were currently above the median of the Fund’s comparison group and its comparison universe. After taking into account all of these considerations, the Board determined that the management fee and total expense ratio of the LargeCap Fund were reasonable.

The Board noted that the MidCap Fund’s contractual management fee, after waiver of a portion thereof by the Advisor, ranked in the top 40 percent of lowest management fees of funds in the MidCap Fund’s Lipper comparison group while ranking in the top 20 percent of its comparison universe. The Board noted that the non-management expense ratio of the Fund continued to be one of the highest in the Fund’s Lipper comparison group and comparison universe, and considered the reasons why this was the case. The Board observed that, given the relatively low level of assets in the Fund, the opportunity existed for non-management expenses to decline as the MidCap Fund grows in assets, thereby having a decreasing impact on the Fund’s total expenses. The Board observed that the actual total expense ratio of the Fund, despite the Fund’s relatively high non-management expenses, was lower than the median actual total expense ratio for funds in the Fund’s comparison group while falling in the top 80 percent for funds in the Fund’s comparison universe, which the Board believed was reasonable.

With regard to profitability, the Board noted that the Advisor’s pre-tax profitability, both before and after accounting for marketing fees borne by the Advisor, ranked near the median for comparable firms. The Board further determined that the operating margins of the Advisor were reasonable. After reviewing information provided by Lipper and reviewing the Advisor’s own analysis, the Board concluded that the cost of services provided by the Advisor and its affiliates to the Funds and the profits realized with respect thereto were reasonable.

46



ADDITIONAL INFORMATION (Unaudited) (Continued)
 

The Board also considered whether economies of scale might be realized as the Funds’ assets increase. It noted that the Agreement provides for a fee breakpoint at $50 million of assets. This breakpoint is equal to ten basis points for the LargeCap Fund and MidCap Fund and five basis points for the Bond Fund. The Board considered that an increase in assets could provide economies of scale in the Funds’ operations. However, it noted that the level of assets of the LargeCap Fund presented no opportunity for such economies. The Board noted that the MidCap Fund continued to lack scale in comparison to other funds having similar investment objectives. Therefore the Board concluded that the MidCap Fund was unlikely to realize material economies of scale until its assets grew significantly. The Board noted that the Bond Fund had continued to grow significantly over the past year and that opportunities for economies of scale were becoming more likely, although the Board determined that the Bond Fund had not yet reached a point where the Fund was realizing any material economies of scale.

47



Item 2. Code of Ethics.

As of the end of the period covered by this report on Form N-CSR, the Registrant has adopted a Code of Ethics (as defined in Item 2(b) of Form N-CSR) that applies to the Registrant’s principal executive officer, principal financial officer and principal accounting officer. The Registrant’s Code of Ethics (as defined in Item 2(b) of Form N-CSR) and any amendments or waivers thereto are available on the Registrant’s website at www.thompsonim.com.

Item 3. Audit Committee Financial Expert.

The Registrant’s Board of Directors has determined that the Registrant has at least one audit committee financial expert serving on its audit committee. John Feldt, a director of the Registrant since 1987, has been determined to be an audit committee financial expert and is “independent” within the meaning of Item 3(a)(2) of Form N-CSR. Mr. Feldt, currently retired, was the Senior Vice President-Finance for the University of Wisconsin Foundation from 1984 through 2006. In such capacity, he oversaw the investment and accounting functions for the Foundation. These duties required Mr. Feldt to supervise the Foundation’s controller and approve the Foundation’s accounting and audit information.

Item 4. Principal Accountant Fees and Services.

The following table sets forth information as to the fees billed to the Registrant for each of the last two fiscal years for audit-related, tax and other services and products provided by Cohen Fund Audit Services, Ltd, the Registrant’s principal accountant.

Fiscal Year Ended November 30,
2012         2013  
Audit Fees (1)       $ 34,500.00 $ 36,000.00
Audit-Related Fees (2)     $ 0.00         $ 0.00    
Tax Fees (3) $ 9,000.00   $ 9,000.00  
All Other Fees (4) $ 0.00 $ 0.00
TOTAL $ 43,500.00 $ 45,000.00
____________________
 
(1)      This category relates to professional services rendered by the principal accountant for the audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
 
(2) This category relates to assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under "Audit Fees" above.
 
(3) This category relates to professional services rendered by the principal accountant for tax compliance, tax advice and tax planning. For 2012 and 2013, the tax services provided by the Registrant’s principal accountant specifically related to the preparation of the Registrant’s federal and state income and excise tax returns and a review of the Registrant’s distributions of capital gains and dividend and interest income.
 
(4) This category relates to products and services provided by the principal accountant other than those reported under "Audit Fees," "Audit-Related Fees," and "Tax Fees" above.

2



Cohen Fund Audit Services, Ltd. did not bill any amounts over the last two fiscal years for services or products provided to Thompson Investment Management, Inc., the Registrant's investment advisor, or any entity controlling, controlled by or under common control with such advisor that provides ongoing services for the Registrant.

The audit committee of the Registrant’s Board of Directors has not adopted any pre-approval policies and procedures (as described in paragraph (c)(7) of Rule 2-01 of Regulation S-X) regarding the provision of audit or non-audit services to the Registrant.

No services described in paragraphs (b)-(d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Item 5. Audit Committee of Listed Registrants.

Not applicable to this Registrant because it is not a “listed issuer” within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934.

Item 6. Investments.

The required Schedules of Investments in securities of unaffiliated issuers is included as part of the Registrant’s Annual Report to shareholders dated as of November 30, 2013 provided under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable to this Registrant because it is not a closed-end management investment company.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to this Registrant because it is not a closed-end management investment company.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.

Not applicable to this Registrant because it is not a closed-end management investment company.

Item 10. Submission of Matters to a Vote of Securities Holders.

The Registrant has not made any material changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Directors after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K or this Item.

3



Item 11. Controls and Procedures.

      (a)       Disclosure Controls and Procedures . Based on an evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) carried out under the supervision and with the participation of the Registrant’s management, including its principal executive and financial officers, within 90 days prior to the filing date of this report on Form N-CSR, the Registrant’s principal executive and financial officers have concluded that the design and operation of the Registrant’s disclosure controls and procedures are effective in providing reasonable assurance that the information required to be disclosed on Form N-CSR is recorded, processed, summarized and reported within the applicable time periods.
 
(b) Change in Internal Controls Over Financial Reporting . There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s second fiscal quarter of the period covered by this Form N-CSR that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits

The following exhibits are attached to this Form N-CSR:

Exhibit No. Description of Exhibit  
12(a)(1)       The Code of Ethics for the Registrant’s Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer referred to in Item 2 was filed as Exhibit 12(a)(1) to the Registrant’s Certified Shareholder Report on Form N-CSR filed on January 28, 2005, and is incorporated herein by reference
       
12(a)(2)-1 Certification of Principal Executive Officer Required by Section 302 of the Sarbanes-Oxley Act of 2002
 
12(a)(2)-2 Certification of Principal Financial Officer Required by Section 302 of the Sarbanes-Oxley Act of 2002
 
12(b) Certification of Chief Executive Officer and Chief Financial Officer Required by Section 906 of the Sarbanes-Oxley Act of 2002

4



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 21 st day of January, 2014.

THOMPSON IM FUNDS, INC.
 
By:       /s/ John W. Thompson
  John W. Thompson, Chief Executive
Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 21 st day of January, 2014.

By:       /s/ John W. Thompson
  John W. Thompson, Chief Executive
  Officer and President (Principal
Executive Officer)
 
By: /s/ Penny Hubbard
Penny Hubbard, Chief Financial
Officer (Principal Financial Officer)

5


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