N-CSR

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 ladder¹. 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 their portfolio holdings with the Securities and Exchange Commission for the Funds’ first and third quarters of its fiscal yearon 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

EX-12.A2.1

Exhibit 12(a)(2)-1 To Form N-CSR

THOMPSON IM FUNDS, INC.
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

     I, John W. Thompson, the principal executive officer of Thompson IM Funds, Inc., certify that:

1. I have reviewed this report on Form N-CSR of Thompson IM Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and changes in net assets of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 21, 2014	/s/ John W. Thompson
	John W. Thompson, Chief Executive Officer and
	President (Principal Executive Officer)

EX-12.A2.2

Exhibit 12(a)(2)-2 To Form N-CSR

THOMPSON IM FUNDS, INC.
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

     I, Penny Hubbard, the principal financial officer of Thompson IM Funds, Inc., certify that:

1. I have reviewed this report on Form N-CSR of Thompson IM Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and changes in net assets of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 21, 2014	/s/ Penny Hubbard
	Penny Hubbard, Chief Financial Officer (Principal
	Financial Officer)

EX-12.B

Exhibit 12(b) To Form N-CSR

THOMPSON IM FUNDS, INC.

WRITTEN STATEMENT OF THE CHIEF EXECUTIVE AND FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. § 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, each of the undersigned, being the chief executive officer and chief financial officer, respectively, of Thompson IM Funds, Inc. (the “Company”), hereby certify, based on his or her knowledge, that the Company’s Certified Shareholder Report on Form N-CSR for the year ended November 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 21, 2014	/s/ John W. Thompson
	John W. Thompson, Chief Executive Officer and President
	/s/ Penny Hubbard
	Penny Hubbard, Chief Financial Officer

     This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to such Section. The certification shall not be deemed to be incorporated by reference into the Report or any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.