Thompson Bond Fund (THOPX) N-CSRS Certified semi-annual shareholder report (management investment company)

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: May 31, 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.
SEMI-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.
SEMI-ANNUAL REPORT TO SHAREHOLDERS

May 31, 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	17-29
FUND EXPENSE EXAMPLES	30
FINANCIAL STATEMENTS
Statements of assets and liabilities	31
Statements of operations	32
Statements of changes in net assets	33
Notes to financial statements	34-39
Financial highlights	40-42
ADDITIONAL INFORMATION	43

This report contains information for existing shareholders of Thompson IM Funds, Inc. It
does not constitute an offer to sell. This Semi-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)

May 31, 2013

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

Performance

The LargeCap Fund produced a total return of 21.28% for the six-month period ended May 31, 2013, as compared to its benchmark, the S&P 500 Index, which returned 16.43%.

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

Average Annual Total Returns
Through 05/31/13
	1 Year	3 Year	5 Year	10 Year
Thompson LargeCap Fund	34.47%	15.57%	3.76%	3.60%
S&P 500 Index	27.28%	16.87%	5.43%	7.58%

Gross Expense Ratio as of 03/31/13 was 1.31%.
Net Expense Ratio after reimbursement was 1.20%.*

* The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the LargeCap Fund through March 31, 2014 so that the annual operating expenses of the Fund do not exceed 1.20% 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.

See Notes to Financial Statements.
3

LARGECAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2013

Management Commentary

The semi-annual time period proved to be profitable 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. Technology and Consumer Discretionary stocks were the best performing areas in the portfolio, but winners were also scattered throughout most of the other areas of the market. Only Energy was materially disappointing, as weakness in natural gas prices hurt several of our holdings in the sector.

More broadly, the semi-annual period contained the start of the fifth year of the current bull market. The S&P 500 is up roughly 164% through May 31, 2013 from the 3/9/2009 bottom, or approaching 26% a year, on average. Mid-sized firms have appreciated at an even faster rate from that point. Despite these returns, many individuals have been selling their equities and reducing their portfolio risk levels over the last few years. With the S&P 500 setting new all time closing highs, it’s natural to ask if the bull market can really continue. After all, a number of traditional metrics the public relies on to gauge the strength of the U.S. economy remain weak as compared to historical levels. These include the unemployment rate, family income growth, and the effectiveness of our political system to solve pressing problems.

It is important to emphasize that we believe stocks ultimately respond to one factor above all others: the profits and cash flow generated by the companies they represent. And on that basis the market appears very healthy. At the last market peak in 2007, the cumulative earnings of all the firms in the S&P 500 totaled roughly $87 per share. In 2012 that number was close to $102, and if consensus estimates for 2013 are correct we will see $110. So earnings are meaningfully higher than they were the last time the market was at these levels. At the same time, we believe that the quality of those earnings is better. In 2007, the Financial sector contributed 27% of S&P 500 earnings, some of which were later “de-booked” as the real estate bubble popped and the financial crisis ensued. It does not appear that today’s earnings are being artificially inflated by a similar effect, suggesting the overall improvement may be even better than the headline numbers imply.

The contradiction between high corporate profits and poor employment statistics can be explained by productivity. Technology has allowed both services companies and manufacturers to increase output while employing fewer people. In this environment, corporate profits and shareholders were able to enjoy financial gains at a much faster pace than individuals. At the end of 2011, corporate after-tax profits stood at 11.7 percent of national income, the highest on record, going back to 1947. We expect the final 2012 statistic should ultimately come in even higher. The oversupply of labor means wages have been low, and in fact inflation-adjusted net wages are less than they were ten years ago. How to improve the status of the individual is a topic beyond the scope of this commentary, but one that our political system will ultimately need to address.

Regardless, we believe we are still finding under-valued securities to purchase and that market valuations are reasonable. The government deficit and potential inflation are longer-term concerns, but we remain optimistic about the near-term future. The market can always experience a temporary pull- back based on short-term concerns, and may do so again despite the strong earnings growth discussed above. But, in our opinion, the increase in the S&P 500 since 2009 is justified, as are potential new market highs that may be set in the future.

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)

May 31, 2013

Sector Weightings at 05/31/13
% of Total Investments

Top 10 Equity Holdings at 05/31/13
		% of Fund’s
Company	Industry	Net Assets
Microsoft Corp.	Software & Computer Services	3.34%
Exxon Mobil Corp.	Oil & Gas Producers	2.70%
Bank of America Corp.	Banks	2.48%
Cisco Systems, Inc.	Technology Hardware & Equipment	2.23%
JPMorgan Chase & Co.	Banks	2.22%
Walgreen Co.	Food & Drug Retailers	2.12%
Express Scripts Holding Co.	Health Care Equipment & Services	2.09%
JDS Uniphase Corp.	Technology Hardware & Equipment	2.05%
Citigroup Inc.	Banks	1.99%
General Electric Co.	General Industrials	1.98%

As of May 31, 2013, 99.9% of the Fund’s net assets were in equity, cash and short-term instruments.

See Notes to Financial Statements.
5

LARGECAP FUND SCHEDULE OF INVESTMENTS (Unaudited)

May 31, 2013

	Shares	Value
COMMON STOCKS - 99.9%
Consumer Discretionary - 12.8%
Automobiles & Parts - 2.9%
Harley-Davidson, Inc.	15,450	$	842,643
Johnson Controls, Inc.	48,075		1,796,082
LKQ Corp. (a)	24,750		605,880
			3,244,605
General Retailers - 4.9%
Bed Bath & Beyond Inc. (a)	16,400		1,119,300
Best Buy Co., Inc.	61,190		1,685,784
Kohl’s Corp.	29,260		1,504,257
Target Corp.	15,960		1,109,220
			5,418,561
Household Products - 1.3%
D.R. Horton, Inc.	24,550		598,038
Jarden Corp. (a)	19,185		893,637
			1,491,675
Leisure Goods - 0.5%
Brunswick Corp.	16,550		555,584
Media - 2.4%
The Walt Disney Co.	17,450		1,100,746
Time Warner Inc.	13,200		770,484
Viacom Inc. Class B	11,925		785,738
			2,656,968
Personal Goods - 0.8%
Hanesbrands, Inc.	17,850		890,001
Consumer Staples - 6.2%
Beverages - 1.1%
PepsiCo, Inc.	15,650		1,264,050
Food & Drug Retailers - 4.2%
Sysco Corp.	22,445		758,641
Walgreen Co.	49,000		2,340,240
Wal-Mart Stores, Inc.	20,500		1,534,220
			4,633,101
Household Goods &
Home Construction - 0.9%
The Procter & Gamble Co.	12,825		984,447
Energy - 14.4%
Oil & Gas Producers - 11.9%
Anadarko Petroleum Corp.	12,992		1,136,410
Apache Corp.	14,750		1,211,418
Chevron Corp.	15,845		1,944,974
Devon Energy Corp.	20,175		1,146,949
Encana Corp.	28,225		537,122
Exxon Mobil Corp.	32,970		2,982,796
Forest Oil Corp. (a)	180,825		822,754
Goodrich Petroleum Corp. (a)	55,025		691,114
Hess Corp.	11,520		776,563
Noble Energy, Inc.	19,350		1,115,527
Southwestern Energy Co. (a)	22,300		840,487
			13,206,114
Oil Equipment, Services &
Distribution - 2.5%
Helmerich & Payne, Inc.	8,800		543,312
Schlumberger Ltd.	21,944		1,602,570
Seadrill Ltd.	13,715		555,869
			2,701,751
Financials - 17.8%
Banks - 10.5%
Associated Banc-Corp	94,265		1,452,624
Bank of America Corp.	200,350		2,736,781
Citigroup Inc.	42,275		2,197,877
First Horizon National Corp.	106,910		1,227,327
JPMorgan Chase & Co.	44,875		2,449,726
PNC Financial Services Group, Inc.	12,530		897,649
Zions Bancorporation	22,150		621,308
			11,583,292
Financial Services - 5.3%
CIT Group Inc. (a)	19,000		875,520
Discover Financial Services	11,620		550,904
MSCI Inc. (a)	43,175		1,521,487
Northern Trust Corp.	19,495		1,133,634
State Street Corp.	27,100		1,793,478
			5,875,023
Insurance - 1.0%
Aflac, Inc.	20,260		1,128,279
Real Estate Investment
Trusts - 1.0%
DiamondRock Hospitality Co.	58,100		552,531
Host Hotels & Resorts Inc.	30,825		548,377
			1,100,908
Health Care - 9.7%
Health Care Equipment &
Services - 5.8%
Baxter International Inc.	11,460		805,982
Express Scripts Holding Co. (a)	37,125		2,306,205
Henry Schein, Inc. (a)	6,040		581,592
Hologic, Inc. (a)	49,700		1,031,275
Medtronic, Inc.	11,565		589,931
ResMed Inc.	11,275		541,200
Zimmer Holdings, Inc.	7,370		578,619
			6,434,804

See Notes to Financial Statements.
6

LARGECAP FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

	Shares	Value
COMMON STOCKS (continued)
Health Care (continued)
Health Care Services - 1.3%
McKesson Corp.	12,375	$	1,409,017
Pharmaceuticals &
Biotechnology - 2.6%
Amgen Inc.	7,715		775,589
Celgene Corp. (a)	8,700		1,075,755
Johnson & Johnson	12,635		1,063,614
			2,914,958
Industrials - 12.8%
Construction & Materials - 1.3%
Masco Corp.	68,800		1,446,176
Electrical Equipment - 1.3%
Emerson Electric Co.	24,250		1,393,405
General Industrials - 3.5%
General Electric Co.	93,600		2,182,752
3M Co.	15,345		1,692,093
			3,874,845
Industrial Engineering - 4.6%
ABB Ltd. ADR	86,200		1,878,298
Illinois Tool Works Inc.	17,425		1,222,015
Ingersoll-Rand PLC (a)	10,300		592,559
Rockwell Automation, Inc.	15,675		1,379,713
			5,072,585
Industrial Transportation - 1.2%
FedEx Corp.	13,975		1,346,351
Support Services - 0.9%
Mobile Mini, Inc. (a)	28,450		957,343
Information Technology - 26.2%
Computer Programs - 2.8%
Electronic Arts Inc. (a)	87,510		2,011,855
Take-Two Interactive
Software, Inc. (a)	67,000		1,114,880
			3,126,735
Electronic & Electrical
Equipment - 1.0%
Maxwell Technologies, Inc. (a)	152,450		1,102,214
Internet Programs &
Services - 0.7%
eBay Inc. (a)	13,995		757,130
IT Services - 1.8%
Alliance Data Systems Corp. (a)	4,700		832,323
Visa Inc. Class A	6,245		1,112,484
			1,944,807
Software & Computer
Services - 5.9%
Google Inc. Class A (a)	1,970		1,714,708
Microsoft Corp.	105,751		3,688,595
Oracle Corp.	32,250		1,088,760
			6,492,063
Technology Hardware &
Equipment - 14.0%
Altera Corp.	33,575		1,114,354
Broadcom Corp. Class A	40,765		1,463,871
Cisco Systems, Inc.	102,260		2,462,421
EMC Corp. (a)	47,400		1,173,624
Hewlett-Packard Co.	49,900		1,218,558
Intel Corp.	87,225		2,117,823
JDS Uniphase Corp. (a)	166,135		2,262,759
Linear Technology Corp.	22,220		833,250
Maxim Integrated Products, Inc.	24,680		727,813
Qualcomm, Inc.	32,405		2,057,069
			15,431,542
TOTAL COMMON STOCKS
(COST $91,676,573)			110,438,334
SHORT-TERM INVESTMENTS - 0.0%
Money Market Funds - 0.0%
Fidelity Money Market Portfolio
Class I, 0.077% (b)	145		145
Total Money Market Funds			145
TOTAL SHORT-TERM
INVESTMENTS (COST $145)			145
TOTAL INVESTMENTS - 99.9%
(COST $91,676,718)			110,438,479
NET OTHER ASSETS AND
LIABILITIES - 0.1%			74,459
NET ASSETS - 100.0%		$	110,512,938

(a)	Non-income producing security.
(b)	Interest rate shown represents the current coupon rate at May 31, 2013.

      ADR: American Depositary Receipt
      PLC: Public Limited Company

See Notes to Financial Statements.
7

MIDCAP FUND INVESTMENT REVIEW (Unaudited)

May 31, 2013

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

Performance

The MidCap Fund produced a total return of 19.13% for the six-month period ended May 31, 2013, as compared to its benchmark, the Russell Midcap Index, which returned 19.49%.

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

Average Annual Total Returns
Through 05/31/13
				Since
				Inception
	1 Year	3 Year	5 Year	(03/31/08)
Thompson MidCap Fund	32.13%	15.76%	8.32%	9.88%
Russell Midcap Index	30.51%	17.46%	6.75%	8.81%

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.

See Notes to Financial Statements.
8

MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2013

Management Commentary

The MidCap Fund modestly trailed its benchmark during the semi-annual time period, primarily due to poor stock selection within the Energy sector. Several natural gas companies in the Fund’s portfolio lagged the sector by a wide margin, despite a 12% increase in natural gas spot prices during the period. Natural gas contracts for longer maturities were generally flat-to-up during the time period as well. We were able to partially offset this weakness with strong sector selection, especially in our decisions to underweight Utilities and overweight Industrials. Strong individual stock performance within Technology and Financials also contributed to the Fund’s performance. But in the end the weakness in key Energy holdings was too much to completely overcome.

During the semi-annual time period, we celebrated the five-year anniversary of the MidCap Fund at the end of March. Starting an equity mutual fund the year of the worst financial crisis in almost 80 years was certainly not without its challenges. There is always uncertainty in the marketplace, but the volatility and outright investor fear on display that particular year was stunning. We very much appreciate the support of shareholders who were willing to join the Fund in its infancy amidst such turmoil.

As we’ve noted before, we look for companies that we believe have solid earnings growth potential, trading at reasonable valuation multiples. We maintain a diversified portfolio of securities with the goal of generating competitive returns over the long run. Now that the Fund has reached five years, we have some evidence as to whether or not this goal has been realized. Since inception through the five-year anniversary, the fund outpaced its benchmark. The five-year annual return for the Fund through May 31, 2013 was 8.32%, while the benchmark returned 6.75% for the same period.

We are proud of the Fund’s record during its first five years, and of the process we developed to manage it. We look forward to working together on it for many years to come.

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.

Diversification does not assure a profit nor protect against loss in a declining market.

See Notes to Financial Statements.
9

MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2013

Sector Weightings at 05/31/13
% of Total Investments

Top 10 Equity Holdings at 05/31/13
		% of Fund’s
Company	Industry	Net Assets
First Horizon National Corp.	Banks	2.12%
Associated Banc-Corp	Banks	2.09%
MSCI Inc.	Financial Services	2.07%
JDS Uniphase Corp.	Technology Hardware & Equipment	2.06%
Broadcom Corp. Class A	Technology Hardware & Equipment	2.05%
Maxwell Technologies, Inc.	Electronic & Electrical Equipment	1.99%
Take-Two Interactive Software, Inc.	Computer Programs	1.87%
Kohl’s Corp.	General Retailers	1.83%
Bed Bath & Beyond Inc.	General Retailers	1.81%
Electronic Arts Inc.	Computer Programs	1.80%

As of May 31, 2013, 99.9% of the Fund’s net assets were in equity, cash and short-term instruments.

See Notes to Financial Statements.
10

MIDCAP FUND SCHEDULE OF INVESTMENTS (Unaudited)

May 31, 2013

	Shares	Value
COMMON STOCKS - 99.9%
Consumer Discretionary - 17.8%
Automobiles & Parts - 2.8%
Allison Transmission Holdings, Inc.	13,300	$	316,540
Harley-Davidson, Inc.	5,600		305,424
LKQ Corp. (a)	10,070		246,514
			868,478
General Retailers - 7.0%
Bed Bath & Beyond Inc. (a)	8,230		561,697
Best Buy Co., Inc.	8,900		245,195
Jos. A. Bank Clothiers, Inc. (a)	9,085		408,189
Kohl’s Corp.	11,045		567,823
Nordstrom, Inc.	6,670		392,329
			2,175,233
Household Products - 2.2%
D.R. Horton, Inc.	6,525		158,949
Jarden Corp. (a)	11,537		537,393
			696,342
Leisure Goods - 1.0%
Brunswick Corp.	9,400		315,558
Personal Goods - 3.0%
Coach, Inc.	8,028		467,711
Hanesbrands, Inc.	9,028		450,136
			917,847
Travel & Leisure - 1.8%
Darden Restaurants, Inc.	10,531		545,506
Consumer Staples - 1.9%
Food Producers - 1.9%
Ingredion Inc.	2,200		149,864
McCormick & Co., Inc.	2,043		141,130
The J. M. Smucker Co.	3,087		311,664
			602,658
Energy - 11.3%
Oil & Gas Producers - 9.0%
Bill Barrett Corp. (a)	13,690		308,983
Denbury Resources Inc. (a)	4,335		79,547
Encana Corp.	8,350		158,901
Forest Oil Corp. (a)	68,200		310,310
Goodrich Petroleum Corp. (a)	26,050		327,188
Murphy Oil Corp.	3,551		224,849
Noble Energy, Inc.	9,136		526,690
Oasis Petroleum Inc. (a)	4,300		159,788
Range Resources Corp.	6,040		454,087
Swift Energy Co. (a)	5,750		77,970
Ultra Petroleum Corp. (a)	7,275		165,725
			2,794,038
Oil Equipment, Services &
Distribution - 2.3%
Dresser-Rand Group, Inc. (a)	3,995		242,097
Helmerich & Payne, Inc.	3,645		225,042
Seadrill Ltd.	5,860		237,506
			704,645
Financials - 17.8%
Banks - 6.1%
Associated Banc-Corp	41,959		646,588
First Horizon National Corp.	57,220		656,886
Regions Financial Corp.	18,485		168,768
SunTrust Banks, Inc.	5,120		164,301
Zions Bancorporation	9,260		259,743
			1,896,286
Financial Services - 6.9%
CIT Group Inc. (a)	7,075		326,016
Discover Financial Services	8,129		385,396
Eaton Vance Corp.	5,720		237,437
MSCI Inc. (a)	18,210		641,720
Northern Trust Corp.	9,525		553,879
			2,144,448
Insurance - 1.8%
Cincinnati Financial Corp.	4,820		228,179
Unum Group	11,235		319,973
			548,152
Real Estate Investment
Trusts - 3.0%
DiamondRock Hospitality Co.	32,550		309,551
Host Hotels & Resorts Inc.	17,085		303,942
LaSalle Hotel Properties	11,670		308,088
			921,581
Health Care - 12.3%
Health Care Equipment &
Services - 9.7%
Hanger, Inc. (a)	9,950		317,505
Henry Schein, Inc. (a)	3,169		305,143
Hologic, Inc. (a)	19,325		400,994
Masimo Corp. (a)	7,500		162,375
MedAssets Inc. (a)	25,040		410,656
Natus Medical Inc. (a)	25,025		352,602
Patterson Cos., Inc.	7,580		296,226
ResMed Inc.	9,425		452,400
Zimmer Holdings, Inc.	3,850		302,264
			3,000,165
Health Care Services - 1.0%
McKesson Corp.	2,720		309,699

See Notes to Financial Statements.11

MIDCAP FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

			Shares	Value
COMMON STOCKS (continued)
	Health Care (continued)
		Pharmaceuticals &
		Biotechnology - 1.6%
		Exact Sciences Corp. (a)	29,300	$	329,332
		Illumina, Inc. (a)	2,525		177,558
					506,890
	Industrials - 12.6%
		Construction &
		Materials - 2.9%
		Masco Corp.	22,075		464,017
		Mueller Water Products, Inc. Class A	30,900		235,149
		USG Corp. (a)	6,650		181,745
					880,911
		Electrical Equipment - 1.3%
		Regal-Beloit Corp.	5,955		402,022
		Industrial Engineering - 4.7%
		Ingersoll-Rand PLC (a)	8,350		480,375
		Rockwell Automation, Inc.	5,310		467,386
		SPX Corp.	6,350		501,142
					1,448,903
		Industrial Transportation - 1.0%
		Expeditors International of
		Washington, Inc.	8,025		313,216
		Support Services - 2.7%
		Cintas Corp.	6,600		301,323
		Mobile Mini, Inc. (a)	9,420		316,983
		W.W. Grainger, Inc.	888		228,607
					846,913
	Information Technology - 20.5%
		Computer Programs - 3.7%
		Electronic Arts Inc. (a)	24,240		557,278
		Take-Two Interactive
		Software, Inc. (a)	34,885		580,486
					1,137,764
		Electronic & Electrical
		Equipment - 3.1%
		Celestica Inc. (a)	18,281		169,099
		Flextronics International Ltd. (a)	21,492		160,330
		Maxwell Technologies, Inc. (a)	85,225		616,177
					945,606
		Internet Programs &
		Services - 0.8%
		Liquidity Services Inc. (a)	6,200		248,062
		IT Services - 2.1%
		Alliance Data Systems Corp. (a)	2,290		405,536
		Fiserv, Inc. (a)	2,672		232,892
					638,428
		Technology Hardware &
		Equipment - 10.8%
		Altera Corp.	9,425		312,816
		Broadcom Corp. Class A	17,705		635,787
		Cavium Inc. (a)	12,150		398,034
		InvenSense Inc. (a)	18,500		238,280
		JDS Uniphase Corp. (a)	46,856		638,179
		Linear Technology Corp.	8,210		307,875
		Maxim Integrated Products, Inc.	14,401		424,685
		Stratasys Ltd. (a)	2,025		170,201
		3D Systems Corp. (a)	4,600		223,192
					3,349,049
	Materials - 3.9%
		Chemicals - 2.9%
		Ecolab Inc.	5,281		446,086
		International Flavors &
		Fragrances Inc.	5,710		458,456
					904,542
		Household Materials - 1.0%
		The Scotts Miracle-Gro Co. Class A	6,646		314,156
	Utilities - 1.8%
		Electricity - 0.4%
		Pepco Holdings, Inc.	6,660		138,328
		Gas, Water & Multiutilities - 1.4%
		MDU Resources Group, Inc.	8,622		222,965
		SCANA Corp.	4,289		216,337
					439,302
		TOTAL COMMON STOCKS
		(COST $25,037,990)			30,954,728
SHORT-TERM INVESTMENTS - 0.0%
	Money Market Funds - 0.0%
		Fidelity Money Market Portfolio
		Class I, 0.077% (b)	637		637
		Total Money Market Funds			637
		TOTAL SHORT-TERM
		INVESTMENTS (COST $637)			637
		TOTAL INVESTMENTS - 99.9%
		(COST $25,038,627)			30,955,365
		NET OTHER ASSETS AND
		LIABILITIES - 0.1%			16,766
		NET ASSETS - 100.0%		$	30,972,131

(a)	Non-income producing security.
(b)	Interest rate shown represents the current coupon rate at May 31, 2013.

       PLC: Public Limited Company

See Notes to Financial Statements.
12

BOND FUND INVESTMENT REVIEW (Unaudited)

May 31, 2013

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

Performance

The Bond Fund produced a total return of 2.18% for the six-month period ended May 31, 2013, as compared to its benchmark, the Barclays U.S. Government/Credit 1-5 Year Index, which returned 0.07%.

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

Average Annual Total Returns
Through 05/31/13
	1 Year	3 Year	5 Year	10 Year
Thompson Bond Fund	7.27%	5.82%	8.01%	6.23%
Barclays U.S. Gov’t./Credit 1-5 Year Index	1.23%	2.44%	3.51%	3.44%

Gross Expense Ratio as of 03/31/13 was 0.78%. 30-Day SEC Yield as of 05/31/13 was 2.06%.

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 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. You cannot directly invest in an index.

See Notes to Financial Statements.
13

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2013

Management Commentary

The Fund’s positive relative return was largely attributable to its significant allocation to corporate bonds. Credit spreads continued to narrow during the first half of the fiscal year. This coupled with the relatively attractive current yields allowed performance to remain competitive in an environment of modestly rising interest rates. Interest-rate risk remains very high in the bond market overall. We cannot predict when or how quickly rates will rise, but believe it would be unrealistic to think that they would move much lower. Hence, we continue to favor taking credit risk for additional yield over extending the portfolio duration. When rates finally do rise, this strategy may change.

We believe the biggest risk to short-term performance of the Fund is that credit spreads widen. There are a few ways in which this risk can manifest itself. First, a general increase in fear regarding economic conditions can drive investors from corporate bonds to U.S. Treasury bonds, depressing corporate bond prices. In the fall of 2011 we experienced this phenomenon, as concerns over the financial solvency of some European countries worried some investors that the economy was at the precipice of another financial crisis. We did not believe this to be the case, and took advantage of some of the attractive values it created. Fear can also widen credit spreads when corporations take on too much debt in the aggregate, or the economy enters a recession. For now, we do not think either of those scenarios is imminent.

The second way credit risk can manifest itself is in the deterioration of an issuer’s fundamentals (or at least the perception of a decline), which is often reflected in a rating downgrade of an individual bond. The price of the bond will likely decline to reflect this weaker outlook. Once this happens, we then must determine whether the event that triggered the downgrade is material enough to warrant the bond’s disposal, or whether we believe the company will still meet its future obligations. If we think there’s real trouble, we generally will sell. If not, we generally will hold. For example, the Fund continues to hold bonds of R.R. Donnelly, an issue that was downgraded to junk in May of 2011. The company used some of its capital to buy back stock, which suggested to the ratings agencies that it was managing its balance sheet more for stockholders than bondholders. We determined at that time that we remained comfortable with the company’s ability to meet its obligations to us because of its large free cash flow, so we continue to hold the bonds.

It is critical to understand how this affects the pattern of shareholder returns. When the price of a bond declines, the net asset value of the fund takes a proportionally direct hit. This impacts performance going backwards, but as long as the bond successfully matures it actually increases the future return of the portfolio. This is because the bond has a higher yield-to-maturity at the new lower price. This is why we focus on the probability of our shareholders being repaid when we buy a bond, rather than on how the market will perceive changes in the bond’s fundamentals. As long as the bond does not default, shareholders should ultimately enjoy the full return of the bond, even if the timing of said returns is uncertain. It is also why we believe the Fund is more attractive to shareholders after spreads have widened than before.

We cannot predict the short-term fluctuations in investor sentiment with respect to credit risk. We simply seek to out-earn other short-term investments through the generation of interest income. When rates do finally rise materially from here, we will likely reduce our exposure to credit risk by reallocating some of the Fund’s portfolio from corporate debt to more intermediate-maturity U.S. Treasury and Agency debt, while still being mindful of the overall duration of the Fund’s portfolio. Until then, changes in investors’ perception of credit risk will likely be more impactful on the Fund’s relative performance than a rise in prevailing interest rates.

See Notes to Financial Statements.
14

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 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.

Duration is a commonly used measure of the potential volatility of the price of a debt security, or the aggregate market value of a portfolio of debt securities, prior to maturity. Securities with a longer duration generally have more volatile prices than securities of comparable quality with a shorter duration.

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.

Yield-to-Maturity is the rate of return anticipated on a bond if it is held until the maturity date, which takes into account the current market price, par value, coupon interest rate and time to maturity.

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.

Free Cash Flow is a measure of financial performance calculated as operating cash flow minus capital expenditures. Free cash flow (FCF) represents the cash that a company is able to generate after laying out the money required to maintain or expand its asset base.

See Notes to Financial Statements.
15

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2013

Portfolio Concentration at 05/31/13
(Includes cash and cash equivalents)
% Total Investments
Quality
U.S. Government & Agency Issues	0.07	%
AAA	0.16	%
AA	0.47	%
A	8.51	%
BBB	87.28	%
BB and Below	2.06	%
Not Rated	1.36	%
Money Market Funds	0.09	%
	100.00	%
Effective Maturity
Under 1 year	12.44	%
1 to 3 years	29.95	%
3 to 5 years	31.37	%
5 to 10 years	26.24	%
	100.00	%
Asset Allocation
Corporate Bonds	88.66	%
Asset-Backed Securities	7.27	%
Taxable Municipal Bonds	3.13	%
Convertible Bonds	0.48	%
Sovereign Government Bonds	0.29	%
Money Market Funds	0.09	%
Federal Agency Mortgage-Backed Securities	0.07	%
Tax-Exempt Municipal Bonds	0.01	%
	100.00	%

See Notes to Financial Statements.
16

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited)

May 31, 2013

			Principal
			Amount		Value
BONDS - 98.0%
	Asset-Backed Securities - 7.1%
		Ameritech Capital Funding Corp.
		9.100% due 6/1/2016	$	4,694	$	5,361
		AWAS Aviation Capital Ltd.
		7.000% due 10/17/2016 (d)		42,900,480		44,938,253
		Beaver Valley II Funding
		9.000% due 6/1/2017		10,000		10,213
		Continental Airlines 2009-2 B
		9.250% due 5/10/2017		691,193		777,592
		Continental Airlines 2010-1 B
		6.000% due 1/12/2019		81,588		84,851
		Delta Air Lines 2002-1 G-1
		6.718% due 1/2/2023		4,561		5,063
		Delta Air Lines 2007-1 A
		6.821% due 8/10/2022		10,573,605		12,331,996
		Delta Air Lines 2009-1 B
		9.750% due 12/17/2016		578,054		658,982
		Doric Nimrod Air Finance
		Alpha Ltd. 2012-1 B
		6.500% due 5/30/2021 (d)		17,685,389		18,384,421
		Express Pipeline LP
		7.390% due 12/31/2017 (d)		2,638,000		2,883,210
		FPL Energy Caithness
		Funding Corp.
		7.645% due 12/31/2018 (d)		2,168,960		2,326,700
		General American Railcar 1997-1
		6.690% due 9/20/2016 (d)		313,656		322,548
		General American Railcar II
		6.210% due 9/20/2017		5,614,115		5,843,063
		General American Railcar III
		7.760% due 8/20/2018 (d)		1,107,437		1,127,743
		Maritimes & Northeast
		Pipeline LLC
		7.500% due 5/31/2014 (d)		28,573,600		30,052,827
		Midwest Family Housing LLC
		5.168% due 7/1/2016 (d)		332,000		344,311
		Northwest Airlines 1999-2 A
		7.575% due 3/1/2019		185,767		215,489
		Northwest Airlines 2001-1 A-1
		7.041% due 4/1/2022		460,353		512,142
		Northwest Airlines 2002-1 G-2
		6.264% due 11/20/2021		1,103,940		1,177,463
		Northwest Airlines 2007-1 A
		7.027% due 11/1/2019		8,208,558		9,193,584
		PP&L Montana LLC
		8.903% due 7/2/2020		2,920,165		3,251,721
		Prologis, Inc.
		7.810% due 2/1/2015		2,010,600		2,089,914
		World Financial Properties
		Tower B Corp.
		6.910% due 9/1/2013 (d)		70,975		71,320
		Total Asset-Backed Securities				136,608,767
	Convertible Bonds - 0.5%
		EMC Corp.
		1.750% due 12/1/2013		1,000,000		1,546,250
		Hospitality Properties Trust
		3.800% due 3/15/2027		7,309,000		7,304,432
		NASDAQ OMX Group, Inc.
		2.500% due 8/15/2013		215,000		215,269
		Total Convertible Bonds				9,065,951
	Corporate Bonds - 87.0%
		Abbey National Treasury
		Services PLC
		2.875% due 4/25/2014		8,604,000		8,762,400
		Advance Auto Parts, Inc.
		5.750% due 5/1/2020		21,826,000		23,958,138

See Notes to Financial Statements.
17

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
Aetna Inc.
6.750% due 9/15/2013	$	188,000	$	191,128
Agilent Technologies, Inc.
2.500% due 7/15/2013		165,000		165,356
Airgas, Inc.
7.125% due 10/1/2018		415,000		437,551
Alcoa Inc.
6.000% due 7/15/2013		192,000		193,122
Alltel Corp.
6.500% due 11/1/2013		8,000		8,191
Altria Group, Inc.
7.000% due 11/4/2013		41,000		41,921
8.500% due 11/10/2013		90,000		93,067
AMB Property LP
5.900% due 8/15/2013		8,000		8,078
Ameren Corp.
8.875% due 5/15/2014		1,210,000		1,298,232
American Express
6.650% due 9/15/2015		90,000		100,450
6.900% due 9/15/2015		277,000		311,935
American Financial Group, Inc.
9.875% due 6/15/2019		1,751,000		2,349,924
American General Finance
6.000% due 10/15/2014		1,000,000		1,019,760
6.000% due 12/15/2014		1,000,000		1,027,090
American Standard Inc.
5.500% due 4/1/2015		25,000		26,650
Amphenol Corp.
4.750% due 11/15/2014		1,698,000		1,796,401
Anadarko Petroleum Corp.
7.625% due 3/15/2014		988,000		1,041,523
Arden Realty LP
5.250% due 3/1/2015		3,040,000		3,244,048
Aspen Insurance Holdings Ltd.
6.000% due 8/15/2014		4,669,000		4,922,405
Associated Banc-Corp
9.250% due 10/15/2018		387,000		394,647
Associates Corp. N.A.
6.950% due 11/1/2018		691,000		838,694
Assurant, Inc.
5.625% due 2/15/2014		30,000		30,963
Astoria Financial Corp.
5.000% due 6/19/2017		26,873,000		28,534,047
AutoZone, Inc.
4.375% due 6/1/2013		155,000		155,000
Avnet, Inc.
5.875% due 3/15/2014		15,175,000		15,710,177
6.000% due 9/1/2015		225,000		243,313
6.625% due 9/15/2016		551,000		621,946
Avon Products, Inc.
5.750% due 3/1/2018		5,275,000		5,828,595
6.500% due 3/1/2019		24,451,000		28,047,106
4.600% due 3/15/2020		500,000		528,420
Axis Capital Holdings
5.750% due 12/1/2014		5,622,000		5,998,348
Bank of America Corp.
4.750% due 8/15/2013		590,000		594,742
4.750% due 8/15/2013		20,000		20,116
7.375% due 5/15/2014		926,000		982,701
5.375% due 6/15/2014		50,000		52,242
5.350% due 9/15/2015		549,000		591,692
5.250% due 12/1/2015		333,000		359,570
5.625% due 10/14/2016		935,000		1,053,072
6.000% due 8/15/2017		115,000		132,234
6.050% due 8/15/2017		948,000		1,072,456
5.750% due 12/1/2017		555,000		635,555
5.350% due 3/15/2018		81,000		88,933
5.800% due 2/15/2019		10,000		11,358
7.625% due 6/1/2019		730,000		919,474
6.400% due 8/15/2019		141,000		163,210

See Notes to Financial Statements.
18

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
Bank of America Corp. (continued)
6.750% due 8/15/2019	$	671,000	$	791,948
4.625% due 3/30/2020 (b)		680,000		685,814
5.560% due 11/23/2020 (b)		85,000		85,683
Bear Stearns Cos. LLC
5.300% due 9/15/2013		20,000		20,273
2.920% due 3/10/2014 (a)		270,000		271,296
2.870% due 4/10/2014 (a)		100,000		100,051
Best Buy Co., Inc.
7.250% due 7/15/2013 (a)		570,000		572,850
3.750% due 3/15/2016		17,902,000		18,125,775
Bio-Rad Laboratories, Inc.
8.000% due 9/15/2016		21,770,000		23,016,703
Black Hills Corp.
9.000% due 5/15/2014		2,452,000		2,624,214
BMC Software, Inc.
7.250% due 6/1/2018		26,928,000		29,158,258
Boston Properties LP
5.625% due 4/15/2015		331,000		359,475
Boston Scientific Corp.
5.450% due 6/15/2014		1,471,000		1,540,742
6.250% due 11/15/2015 (a)		3,358,000		3,736,823
Brinker International
5.750% due 6/1/2014		9,512,000		9,980,466
Brocade Communications
Systems, Inc.
6.875% due 1/15/2020		3,118,000		3,390,825
CA, Inc.
6.125% due 12/1/2014		1,614,000		1,729,704
Capital One Financial
6.150% due 9/1/2016		300,000		340,495
Carpenter Technology Corp.
7.060% due 5/21/2018		500,000		549,671
7.030% due 5/22/2018		8,000		8,785
Centel Capital Corp.
9.000% due 10/15/2019		10,000		12,164
CenterPoint Energy, Inc.
6.850% due 6/1/2015		192,000		213,579
Chesapeake & Potomac
Telephone Co.
7.150% due 5/1/2023		3,949,000		3,957,723
7.150% due 5/1/2023		54,000		54,119
Citigroup Funding, Inc.
4.250% due 12/15/2018 (b)		10,000		10,122
4.000% due 8/11/2020 (b)		180,000		184,310
Citigroup, Inc.
6.500% due 8/19/2013		1,463,000		1,480,875
6.000% due 12/13/2013		3,620,000		3,722,707
5.125% due 5/5/2014		3,000		3,118
5.000% due 9/15/2014		7,085,000		7,411,363
6.010% due 1/15/2015		244,000		262,674
4.875% due 5/7/2015		115,000		122,055
5.500% due 2/15/2017		180,000		200,040
6.125% due 11/21/2017		1,269,000		1,484,474
6.125% due 5/15/2018		176,000		207,507
Cleveland Electric
Illuminating Co.
5.650% due 12/15/2013		332,000		340,631
Cliffs Natural Resources Inc.
3.950% due 1/15/2018		1,200,000		1,188,174
5.900% due 3/15/2020		41,774,000		42,918,566
4.875% due 4/1/2021		500,000		480,005
CMS Energy Corp.
2.750% due 5/15/2014		10,000		10,170
CNA Financial Corp.
5.850% due 12/15/2014		1,552,000		1,658,472
6.500% due 8/15/2016		1,250,000		1,426,645
6.950% due 1/15/2018		605,000		707,286
Commercial Net Lease
Realty, Inc.
6.250% due 6/15/2014		1,060,000		1,097,004
6.150% due 12/15/2015		443,000		498,619

See Notes to Financial Statements.
19

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
Commonwealth Edison Co.
7.500% due 7/1/2013	$	37,000	$	37,183
Computer Sciences Corp.
6.500% due 3/15/2018		19,477,000		22,502,343
Con-way Inc.
7.250% due 1/15/2018		13,089,000		15,212,559
Cooperatieve Centrale Raiffeisen-
Boerenleenbank B.A.
2.000% due 1/15/2014		25,000		25,087
Countrywide Financial Corp.
5.000% due 5/11/2015		30,000		29,481
5.750% due 6/24/2015 (b)		560,000		560,302
6.500% due 7/28/2015 (b)		138,000		137,662
6.250% due 5/15/2016		952,000		1,057,386
5.250% due 5/27/2020		218,000		215,503
6.000% due 8/26/2020 (b)		117,000		116,227
Countrywide Home Loans, Inc.
6.000% due 1/24/2018		1,077,000		1,066,876
5.500% due 5/16/2018		240,000		237,064
Coventry Health Care, Inc.
6.300% due 8/15/2014		8,184,000		8,703,668
6.125% due 1/15/2015		1,136,000		1,224,991
5.950% due 3/15/2017		854,000		978,605
Crane Co.
5.500% due 9/15/2013		75,000		75,869
CRH America, Inc.
5.300% due 10/15/2013		10,000		10,167
Darden Restaurants
7.125% due 2/1/2016		136,000		153,154
Dean Witter Discover & Co.
6.750% due 10/15/2013		287,000		293,458
Dell Inc.
1.400% due 9/10/2013		5,942,000		5,946,635
Discover Financial Services
6.450% due 6/12/2017		590,000		683,832
10.250% due 7/15/2019		7,870,000		10,290,222
Domtar Corp.
9.500% due 8/1/2016		580,000		693,105
10.750% due 6/1/2017		17,379,000		22,116,672
Dow Chemical Co.
4.300% due 6/15/2013		35,000		35,029
6.850% due 8/15/2013		335,000		338,892
5.900% due 2/15/2015		650,000		705,442
4.150% due 12/15/2017		65,000		65,043
5.000% due 9/15/2020		105,000		105,311
5.050% due 9/15/2020		197,000		197,610
4.500% due 6/15/2021		25,000		25,003
Duke Energy Corp.
5.650% due 6/15/2013		192,000		192,275
Duquesne Light Holdings Inc.
5.500% due 8/15/2015		6,799,000		7,391,478
Enbridge Energy Partners, L.P.
4.750% due 6/1/2013		25,000		25,000
Endurance Specialty
Holdings Ltd.
6.150% due 10/15/2015		6,158,000		6,787,908
Enel Finance Int’l. N.V.
6.250% due 9/15/2017 (d)		2,706,000		3,050,420
5.125% due 10/7/2019 (d)		5,000,000		5,412,250
5.125% due 10/7/2019		500,000		541,225
Energy Transfer Partners, L.P.
6.000% due 7/1/2013		1,001,000		1,004,379
8.500% due 4/15/2014		278,000		295,952
Entergy New Orleans, Inc.
5.250% due 8/1/2013		32,000		32,184
Exelon Generation Co., LLC
5.350% due 1/15/2014		122,000		125,463
Expedia, Inc.
7.456% due 8/15/2018		17,549,000		20,676,618
Fairfax Financial Holdings Ltd.
8.250% due 10/1/2015		1,904,000		2,172,626
7.375% due 4/15/2018		17,937,000		20,796,463
5.800% due 5/15/2021 (d)		12,040,000		12,697,023

See Notes to Financial Statements.
20

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
Fidelity National Financial, Inc.
6.600% due 5/15/2017	$	15,861,000	$	17,790,364
Fidelity National Information
Services, Inc.
7.875% due 7/15/2020		16,273,000		18,234,580
First Horizon National Corp.
5.375% due 12/15/2015		895,000		977,902
First Tennessee Bank
5.050% due 1/15/2015		2,757,000		2,899,959
5.650% due 4/1/2016		5,247,000		5,727,930
Fortune Brands, Inc.
4.875% due 12/1/2013		239,000		243,575
5.375% due 1/15/2016		10,000		10,992
Frontier Oil Corp.
6.875% due 11/15/2018		1,920,000		2,083,200
GATX Corp.
8.750% due 5/15/2014		135,000		144,902
Gazprom OAO Via Gaz
Capital S.A.
8.125% due 7/31/2014 (d)		24,896,000		26,735,814
4.950% due 5/23/2016 (d)		5,000,000		5,343,200
9.250% due 4/23/2019 (d)		1,500,000		1,908,750
General Electric Capital Corp.
4.150% due 6/15/2013		19,000		19,014
5.600% due 7/15/2014		500,000		524,602
5.250% due 6/15/2015		25,000		26,879
5.400% due 6/15/2015		59,000		63,525
5.500% due 8/15/2015		30,000		32,719
5.450% due 1/15/2016		49,000		49,174
5.000% due 4/15/2016		45,000		49,186
4.750% due 3/15/2017		395,000		397,007
5.000% due 3/15/2018		182,000		180,645
5.000% due 3/15/2018		128,000		127,993
6.750% due 4/15/2018		373,000		445,199
6.300% due 5/15/2018		1,790,000		2,095,766
6.000% due 7/15/2018		57,000		66,289
6.000% due 7/15/2018		39,000		45,153
5.450% due 7/15/2019		50,000		50,121
5.500% due 7/15/2019		16,000		16,038
6.150% due 7/15/2019		80,000		78,759
5.750% due 1/15/2020		110,000		110,393
Genworth Financial Inc.
5.750% due 6/15/2014		3,580,000		3,735,981
8.625% due 12/15/2016		8,264,000		9,991,878
6.515% due 5/22/2018		17,629,000		20,216,391
7.700% due 6/15/2020		7,667,000		9,151,439
7.200% due 2/15/2021		423,000		501,568
Genworth Global
Funding Trusts
5.500% due 6/15/2013		260,000		259,998
5.350% due 7/15/2013		32,000		32,108
5.250% due 8/15/2013		33,000		33,188
5.000% due 9/15/2013		20,000		20,148
GFI Group Inc.
9.625% due 7/19/2018 (a)		551,000		542,735
GMAC LLC
6.000% due 7/15/2013		60,000		60,176
0.000% due 6/15/2015 (c)		1,250,000		1,175,250
6.350% due 2/15/2016 (b)		75,000		75,408
6.500% due 2/15/2016 (b)		100,000		100,182
6.500% due 9/15/2016 (b)		87,000		87,417
7.250% due 9/15/2017		259,000		259,078
Goldman Sachs Group, Inc.
4.750% due 7/15/2013		386,000		387,779
5.400% due 4/30/2014		45,000		46,745
5.625% due 1/15/2017		565,000		627,735
5.950% due 1/18/2018		9,647,000		11,123,859
Great Plains Energy Inc.
6.875% due 9/15/2017		30,000		35,511
Harley-Davidson
15.000% due 2/1/2014		500,000		544,063
Harsco Corp.
5.125% due 9/15/2013		146,000		147,767
Hartford Financial Services
4.750% due 3/1/2014		932,000		956,250

See Notes to Financial Statements.
21

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
Hartford Life Insurance Co.
5.050% due 7/15/2013	$	35,000	$	35,116
Hasbro, Inc.
6.125% due 5/15/2014		1,000,000		1,050,485
HCP, Inc.
5.650% due 12/15/2013		1,593,000		1,635,344
6.000% due 3/1/2015		5,879,000		6,379,027
7.072% due 6/8/2015		703,000		784,670
Hewlett-Packard Co.
1.250% due 9/13/2013		2,157,000		2,159,446
6.125% due 3/1/2014		656,000		680,477
1.550% due 5/30/2014		2,449,000		2,464,593
2.600% due 9/15/2017		4,673,000		4,751,516
5.500% due 3/1/2018		13,866,000		15,630,227
Horace Mann Educators Corp.
6.850% due 4/15/2016		8,370,000		9,245,109
Hospitality Properties Trust
7.875% due 8/15/2014		10,953,000		11,460,737
5.125% due 2/15/2015		4,594,000		4,783,048
6.300% due 6/15/2016		271,000		298,334
5.625% due 3/15/2017		2,651,000		2,917,977
6.700% due 1/15/2018		1,047,000		1,189,835
Host Hotels & Resorts LP
5.875% due 6/15/2019		230,000		252,960
Howard Hughes
Medical Institute
3.450% due 9/1/2014		85,000		88,146
HRPT Properties Trust
5.750% due 2/15/2014		1,280,000		1,290,609
5.750% due 11/1/2015		3,332,000		3,538,614
6.250% due 8/15/2016		3,815,000		4,122,420
6.250% due 6/15/2017		1,865,000		2,028,243
6.650% due 1/15/2018		21,869,000		24,231,727
HSBC Finance Corp.
4.750% due 7/15/2013		347,000		348,630
5.350% due 7/15/2013		91,000		91,421
5.750% due 7/15/2013		549,000		551,924
3.610% due 9/15/2013 (a)		366,000		363,434
3.810% due 10/10/2013 (a)		331,000		326,793
1.850% due 12/15/2013		33,000		33,178
3.590% due 1/10/2014 (a)		335,000		338,538
2.500% due 1/15/2014		5,000		5,033
2.400% due 2/15/2014		5,000		5,025
2.500% due 2/15/2014		690,000		696,569
4.950% due 3/15/2014		10,000		10,279
2.050% due 4/15/2014		20,000		20,149
2.150% due 4/15/2014		25,000		25,213
5.600% due 4/15/2014		665,000		687,153
1.900% due 6/15/2014		20,000		20,127
5.500% due 7/15/2014		30,000		31,195
6.000% due 8/15/2014		553,000		584,666
6.000% due 8/15/2014		67,000		70,785
5.800% due 9/15/2014		153,000		161,192
5.850% due 9/15/2014		325,000		343,771
5.650% due 10/15/2014		30,000		31,681
5.750% due 10/15/2014		274,000		290,930
5.350% due 11/15/2014		30,000		31,623
5.600% due 2/15/2018		250,000		280,750
HSBC USA Inc.
9.500% due 4/15/2014		157,000		168,239
Iberdrola Finance Ireland Ltd.
3.800% due 9/11/2014 (d)		6,000,000		6,186,120
5.000% due 9/11/2019 (d)		12,453,000		13,492,452
Ingersoll-Rand
9.500% due 4/15/2014		1,281,000		1,374,911
Ingram Micro Inc.
5.250% due 9/1/2017		1,000,000		1,080,773
International Game Technology
7.500% due 6/15/2019		383,000		453,354
International Paper Co.
5.500% due 1/15/2014		50,000		51,289
7.400% due 6/15/2014		50,000		53,120
Jabil Circuit, Inc.
7.750% due 7/15/2016		6,632,000		7,626,800
8.250% due 3/15/2018		9,015,000		10,908,150
Janus Capital Group Inc.
6.119% due 4/15/2014		40,000		40,628

See Notes to Financial Statements.
22

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
Jefferson-Pilot Corp.
4.750% due 1/30/2014	$	4,063,000	$	4,170,869
John Hancock Life Ins. Co.
4.800% due 10/15/2013		5,000		5,054
4.750% due 11/15/2013		5,000		5,065
5.000% due 12/15/2013		5,000		5,083
5.450% due 9/15/2015		201,000		215,218
5.450% due 10/15/2015		29,000		31,194
5.500% due 11/15/2015		75,000		80,675
5.250% due 12/15/2015		25,000		26,777
5.500% due 12/15/2015		25,000		26,929
5.000% due 4/15/2016		60,000		64,183
JPMorgan Chase & Co.
5.250% due 5/15/2018		65,000		63,753
5.250% due 3/15/2019		20,000		19,905
7.900% due 12/29/2099 (a)		8,684,000		10,138,570
Korea Development Bank
5.750% due 9/10/2013		30,000		30,375
8.000% due 1/23/2014		583,000		608,116
Lexmark International, Inc.
6.650% due 6/1/2018		3,370,000		3,780,618
Liberty Property LP
5.650% due 8/15/2014		36,000		37,960
Lincoln National Corp.
4.750% due 2/15/2014		1,638,000		1,682,513
Macy’s Retail Holdings, Inc.
7.625% due 8/15/2013		56,000		56,693
Manufacturers & Traders
Trust Co.
5.585% due 12/28/2020 (a)		347,000		355,597
Marriott International, Inc.
5.810% due 11/10/2015		373,000		407,942
Masco Corp.
7.125% due 8/15/2013		4,402,000		4,446,020
4.800% due 6/15/2015		1,475,000		1,552,107
6.125% due 10/3/2016		4,502,000		5,038,737
5.850% due 3/15/2017		2,899,000		3,215,278
6.625% due 4/15/2018		11,640,000		13,215,649
Maxim Integrated
Products, Inc.
3.450% due 6/14/2013		115,000		115,083
Maytag Corp.
5.000% due 5/15/2015		50,000		53,251
MBIA Inc.
6.400% due 8/15/2022		9,798,000		9,798,000
MBNA Corp.
5.000% due 6/15/2015		800,000		855,382
McDonald’s Corp.
4.125% due 6/1/2013		49,000		49,000
McKesson Corp.
6.500% due 2/15/2014		6,000		6,246
Merrill Lynch & Co.
0.000% due 8/30/2013 (c)		260,000		259,226
5.000% due 2/3/2014		259,000		266,290
5.450% due 7/15/2014		1,082,000		1,132,589
5.000% due 1/15/2015		343,000		362,994
5.300% due 9/30/2015		1,712,000		1,859,307
6.050% due 5/16/2016		3,000,000		3,332,628
6.400% due 8/28/2017		3,048,000		3,544,086
6.875% due 4/25/2018		233,000		277,547
6.500% due 7/15/2018		2,668,000		3,142,482
6.875% due 11/15/2018		2,316,000		2,801,698
8.400% due 11/1/2019		310,000		378,622
Morgan Stanley
2.875% due 1/24/2014		301,000		304,895
4.750% due 4/1/2014		19,564,000		20,101,384
6.000% due 5/13/2014		695,000		727,904
6.000% due 4/28/2015		3,753,000		4,071,352
4.000% due 7/24/2015		200,000		210,470
5.375% due 10/15/2015		1,000,000		1,088,811
5.750% due 10/18/2016		2,178,000		2,442,263
6.250% due 8/28/2017		2,800,000		3,230,352
5.950% due 12/28/2017		2,933,000		3,366,008
6.625% due 4/1/2018		10,152,000		11,948,894
7.300% due 5/13/2019		4,020,000		4,925,396
6.250% due 7/8/2019 (b)		139,000		146,650
5.625% due 9/23/2019		400,000		453,073
5.500% due 1/26/2020		10,000		11,277
4.000% due 7/30/2020 (b)		8,293,000		8,291,068

See Notes to Financial Statements.
23

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

		Principal
		Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
	Morgan Stanley (continued)
	4.000% due 8/19/2020 (b)	$	1,164,000	$	1,155,615
	4.000% due 9/22/2020 (b)		2,542,000		2,547,038
	3.500% due 10/15/2020 (b)		340,000		343,149
	Mylan Inc.
	7.625% due 7/15/2017 (d)		30,567,000		33,671,048
	7.875% due 7/15/2020 (d)		3,600,000		4,183,697
	Nabisco, Inc.
	7.550% due 6/15/2015		50,000		56,514
	NASDAQ OMX Group, Inc.
	4.000% due 1/15/2015		250,000		260,520
	National City Bank of Indiana
	4.250% due 7/1/2018		200,000		218,013
	National Retail Properties Inc.
	6.875% due 10/15/2017		2,273,000		2,713,964
	National Rural Utilities
	4.250% due 8/15/2013		42,000		42,247
	7.300% due 11/15/2013		50,000		51,281
	7.200% due 10/1/2015		30,000		33,413
	NationsBank Corp.
	0.000% due 8/15/2013 (c)		259,000		258,292
	7.750% due 8/15/2015		2,251,000		2,530,029
	Nationwide Building Society
	5.250% due 1/15/2014 (d)		1,200,000		1,228,361
	Navigators Group, Inc.
	7.000% due 5/1/2016		14,360,000		15,941,352
	NET Servicos de
	Comunicacao S.A.
	7.500% due 1/27/2020		26,129,000		29,003,190
	NIPSCO Capital Markets, Inc.
	7.860% due 3/27/2017		38,000		43,516
	NiSource Finance Corp.
	5.400% due 7/15/2014		215,000		225,424
	Noble Energy, Inc.
	5.250% due 4/15/2014		40,000		41,295
	Norfolk Southern Railway Co.
	Equipment Trust I
	6.150% due 4/1/2014		25,000		26,115
	Northeast Utilities
	5.650% due 6/1/2013		15,000		15,000
	Northern Indiana Public
	Service Co.
	7.590% due 6/12/2017		182,000		209,419
	Northern Rock Asset
	Management PLC
	5.625% due 6/22/2017 (d)		2,500,000		2,872,475
	NYSE Euronext
	4.800% due 6/28/2013		185,000		185,533
	Odyssey Re Holdings Corp.
	7.650% due 11/1/2013		194,000		198,968
	Ohio Casualty Corp.
	7.300% due 6/15/2014		462,000		487,467
	Owens Corning
	6.500% due 12/1/2016		3,372,000		3,795,065
	Paine Webber Group Inc.
	7.625% due 2/15/2014		50,000		52,264
	Panhandle Eastern Pipe
	Line Co. LP
	6.050% due 8/15/2013		5,000		5,048
	Petrobras Argentina S.A.
	5.875% due 5/15/2017 (d)		13,500,000		14,580,000
	5.875% due 5/15/2017		19,444,000		20,999,520
	Petrohawk Energy Corp.
	7.875% due 6/1/2015		208,000		212,576
	7.250% due 8/15/2018		41,500,000		46,116,875
	Pitney Bowes Inc.
	5.750% due 9/15/2017		67,000		74,382
	6.250% due 3/15/2019		918,000		1,036,875
	5.250% due 1/15/2037		42,473,000		45,066,996

See Notes to Financial Statements.
24

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

		Principal
		Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
	Platinum Underwriters
	Finance, Inc.
	7.500% due 6/1/2017	$	14,118,000	$	16,098,431
	PNC Funding Corp.
	5.250% due 11/15/2015		352,000		387,584
	PNM Resources Inc.
	9.250% due 5/15/2015		617,000		700,295
	Potomac Electric Power Co.
	4.650% due 4/15/2014		35,000		36,150
	PPL Energy Supply, LLC
	6.300% due 7/15/2013		60,000		60,372
	5.400% due 8/15/2014		15,000		15,811
	6.500% due 5/1/2018		1,000,000		1,179,713
	Principal Life Income
	Funding Trusts
	5.000% due 4/15/2014		30,000		31,034
	5.000% due 4/15/2014		40,000		41,465
	5.000% due 4/15/2014		5,000		5,164
	3.858% due 4/1/2016 (a)		50,000		51,467
	Progressive Corp.
	7.000% due 10/1/2013		25,000		25,521
	Prologis, Inc.
	7.625% due 8/15/2014		14,000		15,170
	6.250% due 3/15/2017		159,000		182,426
	7.375% due 10/30/2019		5,000		6,211
	6.875% due 3/15/2020		10,000		12,059
	Protective Life Corp.
	4.300% due 6/1/2013		502,000		502,000
	4.875% due 11/1/2014		820,000		865,298
	Protective Life Secured Trusts
	5.000% due 6/15/2013		40,000		40,023
	4.850% due 10/15/2013		40,000		39,995
	4.250% due 3/15/2014		20,000		20,311
	Provident Cos., Inc.
	7.000% due 7/15/2018		1,057,000		1,248,229
	Prudential Financial, Inc.
	4.500% due 7/15/2013		584,000		586,645
	4.750% due 4/1/2014		5,000		5,168
	5.100% due 9/20/2014		225,000		237,405
	6.200% due 1/15/2015		1,100,000		1,188,405
	5.000% due 3/16/2015		140,000		148,625
	Qwest Corp.
	3.530% due 6/15/2013 (a)		1,203,000		1,203,547
	R.R. Donnelley & Sons Co.
	5.500% due 5/15/2015		3,314,000		3,545,980
	8.600% due 8/15/2016		327,000		379,320
	6.125% due 1/15/2017		2,791,000		2,979,392
	Regions Bank / Birmingham AL
	7.500% due 5/15/2018		15,723,000		19,079,530
	Regions Financial Corp.
	7.750% due 11/10/2014		1,170,000		1,272,586
	Retail Property Trust
	7.180% due 9/1/2013 (d)		25,000		25,388
	Rio Tinto Finance USA Ltd.
	5.875% due 7/15/2013		33,000		33,198
	RJ Reynolds Tobacco
	Holdings, Inc.
	9.250% due 8/15/2013		2,849,000		2,888,407
	RPM Int’l., Inc.
	6.250% due 12/15/2013		15,080,000		15,467,209
	Ryder System, Inc.
	5.850% due 3/1/2014		45,000		46,711
	Safeway Inc.
	6.250% due 3/15/2014		2,677,000		2,782,782
	Security Benefit Life Insurance
	8.750% due 5/15/2016 (d)		7,000,000		8,154,006
	Seminole Indian
	Tribe of Florida
	8.030% due 10/1/2020 (d)		41,300,000		45,180,920

See Notes to Financial Statements.
25

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

		Principal
		Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
	Sempra Energy
	8.900% due 11/15/2013	$	20,000	$	20,729
	Simon Property Group, LP
	6.750% due 5/15/2014		201,000		209,405
	5.750% due 12/1/2015		1,089,000		1,208,795
	6.100% due 5/1/2016		1,000,000		1,132,286
	SL Green Realty Corp.
	5.000% due 8/15/2018		16,015,000		17,471,276
	SLM Corp.
	4.700% due 6/15/2013		20,000		19,992
	4.750% due 6/15/2013		24,000		23,990
	4.800% due 6/15/2013		25,000		24,990
	4.428% due 9/15/2013 (a)		91,000		90,476
	4.300% due 12/15/2013		2,000		1,982
	5.150% due 12/15/2013		60,000		59,725
	5.250% due 12/15/2013		30,000		29,878
	4.098% due 1/31/2014 (a)		127,000		128,072
	4.700% due 3/15/2014		25,000		24,747
	4.950% due 3/15/2014		15,000		14,876
	5.150% due 3/15/2014		10,000		9,932
	3.778% due 4/1/2014 (a)		155,000		154,369
	4.358% due 6/2/2014 (a)		70,000		69,590
	5.050% due 11/14/2014		142,000		147,325
	3.728% due 12/15/2014 (a)		444,000		444,222
	5.000% due 3/15/2015 (b)		11,000		10,808
	5.000% due 4/15/2015		425,000		442,000
	3.928% due 9/15/2015 (a)		90,000		91,889
	5.000% due 9/15/2015		55,000		53,789
	5.000% due 9/15/2015		140,000		136,909
	5.000% due 9/15/2015		46,000		44,984
	5.250% due 9/15/2015		75,000		73,742
	4.028% due 12/15/2015 (a)		128,000		126,614
	5.150% due 3/15/2017		3,085,000		2,992,450
	4.800% due 6/15/2017 (b)		59,000		56,209
	5.100% due 6/15/2017 (b)		35,000		33,714
	4.700% due 12/15/2017 (b)		33,000		30,907
	5.250% due 3/15/2018		5,000		4,761
	5.450% due 3/15/2018		74,000		71,035
	5.600% due 3/15/2018		30,000		28,983
	5.000% due 6/15/2018		168,000		167,999
	5.600% due 6/15/2018		29,000		27,857
	6.000% due 6/15/2018 (b)		105,000		104,931
	8.450% due 6/15/2018		9,790,000		10,866,900
	5.200% due 12/15/2018 (b)		30,000		27,933
	5.450% due 12/15/2018 (b)		46,000		43,354
	5.250% due 3/15/2019		42,000		38,885
	5.500% due 3/15/2019		800,000		750,680
	5.500% due 3/15/2019 (b)		375,000		368,100
	5.900% due 3/15/2019 (b)		30,000		28,716
	6.000% due 3/15/2019 (b)		110,000		105,774
	6.000% due 3/15/2019 (b)		61,000		58,657
	6.200% due 3/15/2019 (b)		44,000		42,729
	6.250% due 3/15/2019 (b)		20,000		19,470
	5.190% due 4/24/2019		731,000		715,531
	4.228% due 5/3/2019 (a)		217,000		209,275
	5.000% due 6/15/2019		158,000		143,670
	5.000% due 6/15/2019		48,000		43,646
	5.150% due 6/15/2019		11,000		10,053
	6.000% due 6/15/2019		25,000		23,916
	6.000% due 6/15/2019		94,000		89,925
	5.500% due 9/15/2019		5,000		4,646
	6.000% due 9/15/2019		43,000		41,063
	8.000% due 3/25/2020		20,888,000		22,741,810
	6.000% due 9/15/2020 (b)		15,000		14,228
	6.250% due 9/15/2020 (b)		154,000		148,264
	6.500% due 12/15/2020 (b)		71,000		71,024
	6.750% due 12/15/2020 (b)		306,000		302,866
	6.750% due 12/15/2020 (b)		95,000		94,027
	5.000% due 6/15/2021 (b)		67,000		66,279
	6.000% due 6/15/2021		40,000		37,371
	6.000% due 6/15/2021		251,000		234,511
	6.000% due 6/15/2021		381,000		357,612
	6.150% due 6/15/2021		271,000		257,011
	6.150% due 6/15/2021		152,000		144,154
	7.000% due 6/15/2021 (b)		194,000		194,115
	7.250% due 1/25/2022		805,000		847,262
	5.400% due 4/25/2023 (b)		70,000		62,550
	Sonoco Products Co.
	6.500% due 11/15/2013		20,000		20,500
	Spectra Energy Capital LLC
	5.500% due 3/1/2014		37,000		38,259
	Springleaf Finance Corp.
	6.900% due 12/15/2017		1,000,000		1,036,250
	Staples, Inc.
	9.750% due 1/15/2014		1,375,000		1,449,408
	State Bank of India/London
	4.125% due 8/1/2017 (d)		8,000,000		8,224,800

See Notes to Financial Statements.
26

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

			Principal
			Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
		Steelcase Inc.
		6.375% due 2/15/2021	$	787,000	$	856,108
		Sunoco Logistics Partners
		Operations LP
		8.750% due 2/15/2014		55,000		57,995
		Sunoco, Inc.
		4.875% due 10/15/2014		2,147,000		2,244,229
		9.625% due 4/15/2015		6,466,000		7,426,453
		SunTrust Bank
		5.000% due 9/1/2015		690,000		742,167
		5.450% due 12/1/2017		51,000		57,999
		Susa Partnership L.P.
		8.200% due 6/1/2017		16,000		19,465
		7.450% due 7/1/2018		130,000		159,527
		Tech Data Corp.
		3.750% due 9/21/2017		4,301,000		4,449,944
		Telecom Italia
		5.250% due 11/15/2013		10,101,000		10,277,767
		6.175% due 6/18/2014		1,805,000		1,884,886
		6.999% due 6/4/2018		19,556,000		22,691,531
		7.175% due 6/18/2019		1,053,000		1,240,829
		Textron Financial Corp.
		6.200% due 3/15/2015		14,000		15,188
		Torchmark Corp.
		7.375% due 8/1/2013		1,415,000		1,429,809
		6.375% due 6/15/2016		1,056,000		1,171,796
		Transatlantic Holdings, Inc.
		5.750% due 12/14/2015		2,590,000		2,850,197
		21st Century Insurance Group
		5.900% due 12/15/2013		363,000		371,458
		Tyco Electronics Group
		5.950% due 1/15/2014		792,000		817,225
		UDR, Inc.
		6.050% due 6/1/2013		35,000		35,000
		5.500% due 4/1/2014		2,411,000		2,498,242
		5.250% due 1/15/2015		690,000		732,734
		United Telephone of Florida
		6.875% due 7/15/2013		46,000		46,243
		Unitrin, Inc.
		6.000% due 11/30/2015		10,185,000		11,124,108
		6.000% due 5/15/2017		8,867,000		9,715,909
		Universal Corp.
		5.200% due 10/15/2013		30,000		30,386
		Unum Group
		7.125% due 9/30/2016		3,200,000		3,712,074
		UnumProvident Group
		6.850% due 11/15/2015 (d)		1,900,000		2,125,999
		Valero Energy Corp.
		4.750% due 4/1/2014		15,000		15,496
		Veolia Environnement S.A.
		5.250% due 6/3/2013		40,000		40,000
		Wachovia Bank
		4.875% due 2/15/2014		25,000		25,741
		5.000% due 8/15/2015		1,750,000		1,901,139
		5.600% due 3/15/2016		50,000		56,025
		5.625% due 10/15/2016		200,000		227,384
		Warner Chilcott Co. LLC
		7.750% due 9/15/2018		6,200,000		6,839,375
		Weatherford International Ltd.
		4.950% due 10/15/2013		10,114,000		10,260,845
		Weingarten Realty Investors
		4.857% due 1/15/2014		792,000		809,993
		Wells Fargo & Co.
		5.750% due 5/16/2016		200,000		226,228
		7.980% due 3/15/2049 (a)		36,926,000		43,249,577
		Western Union Co.
		5.930% due 10/1/2016		33,095,000		36,963,475
		Westinghouse Credit
		8.875% due 6/14/2014		91,000		97,711

See Notes to Financial Statements.
27

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

			Principal
			Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
		Westvaco Corp.
		7.650% due 3/15/2027	$	7,000	$	7,902
		Weyerhaeuser Co.
		6.950% due 8/1/2017		195,000		233,765
		White Mountains
		Re Group, Ltd.
		6.375% due 3/20/2017 (d)		15,135,000		16,788,014
		Willamette Industries, Inc.
		7.125% due 7/22/2013		280,000		281,215
		Willis N.A. Inc.
		6.200% due 3/28/2017		1,801,000		2,035,865
		Wyndham Worldwide
		6.000% due 12/1/2016		2,615,000		2,941,613
		5.750% due 2/1/2018		2,020,000		2,284,357
		Wynn Las Vegas LLC
		7.875% due 5/1/2020		2,422,000		2,718,695
		7.750% due 8/15/2020		38,699,000		43,633,122
		Xerox Corp.
		8.250% due 5/15/2014		9,125,000		9,745,235
		XL Capital
		5.250% due 9/15/2014		4,220,000		4,443,196
		Yum! Brands, Inc.
		6.250% due 4/15/2016		791,000		895,656
		Zions Bancorporation
		7.750% due 9/23/2014		11,330,000		12,232,638
		3.500% due 9/15/2015		4,790,000		4,800,001
		2.550% due 11/16/2015		1,866,000		1,861,152
		5.500% due 5/10/2016		2,943,000		2,930,130
		2.750% due 5/16/2016		10,175,000		10,247,212
		4.000% due 6/20/2016		60,000		63,411
		5.000% due 8/1/2016		3,640,000		3,662,477
		5.250% due 11/7/2016		1,089,000		1,089,306
		4.500% due 3/27/2017		1,125,000		1,211,584
		Total Corporate Bonds				1,666,240,580
	Federal Agency Mortgage-
		Backed Securities - 0.0%
		Fannie Mae
		6.000% due 8/1/2014,
		Pool #25-5434F		5,984		6,092
		7.000% due 7/1/2015,
		Pool #53-5461F		4,275		4,480
		8.000% due 9/1/2015,
		Pool #53-5460F		10,086		10,545
		6.500% due 1/1/2019,
		Pool #76-9194F		61,080		65,666
		6.000% due 10/1/2037,
		Pool #88-8736F		408,573		440,602
		6.000% due 3/1/2038,
		Pool #25-7134F		276,927		298,636
		Freddie Mac
		4.500% due 5/1/2018,
		Pool #P1-0032		46,273		47,613
		6.500% due 12/1/2018,
		Pool #C9-0241		40,541		45,024
		6.000% due 11/1/2021,
		Pool #G1-2449		78,404		85,865
		6.000% due 2/1/2022,
		Pool #G1-2758		126,607		139,569
		Ginnie Mae
		5.500% due 6/15/2017,
		Pool #58-4476X		2,579		2,753
		5.500% due 7/20/2018,
		Pool #00-3411M		12,760		13,647
		7.000% due 5/15/2033,
		Pool #78-2071X		54,082		65,600
		5.500% due 6/20/2038,
		Pool #00-4163M		59,608		62,245
		Total Federal Agency Mortgage-
		Backed Securities				1,288,337
	Sovereign Government
		Bonds - 0.3%
		Export-Import Bank of Korea
		8.125% due 1/21/2014		5,200,000		5,425,774
		Total Sovereign
		Government Bonds				5,425,774

See Notes to Financial Statements.
28

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2013

			Principal
			Amount		Value
BONDS (continued)
	Taxable Municipal Bonds - 3.1%
		Casino Reinvestment
		Development Authority NJ
		5.340% due 6/1/2020	$	2,915,000	$	2,944,587
		City of Detroit MI Water Supply
		System Revenue
		3.607% due 7/1/2016		500,000		500,650
		County of Reeves TX Certs.
		of Participation
		6.150% due 12/1/2015		875,000		913,657
		6.875% due 12/1/2020		75,000		78,323
		7.700% due 12/1/2021		1,990,000		2,113,320
		Garza County TX Public
		Facility Corp.
		6.200% due 10/1/2020		20,000		20,962
		Lancaster PA Parking Authority
		5.760% due 12/1/2017		525,000		559,650
		LL & P Wind Energy, Inc. WA
		5.983% due 12/1/2022 (d)		6,195,000		6,310,661
		Los Angeles CA Community
		College District
		4.760% due 8/1/2015		40,000		41,662
		Puerto Rico Commonwealth
		Gov’t. Development Bank
		4.704% due 5/1/2016		24,080,000		24,094,448
		3.875% due 2/1/2017		8,000,000		7,782,880
		4.375% due 2/1/2019		12,395,000		12,048,808
		Willacy County TX Public
		Facility Corp
		6.000% due 12/1/2016		1,330,000		1,364,819
		Total Taxable Municipal Bonds				58,774,427
	Tax-Exempt Municipal
		Bonds - 0.0%
		Philadelphia PA Hospitals &
		Higher Education
		Facilities Auth.
		4.250% due 7/1/2013		100,000		100,281
		State of Florida Lottery Revenue
		4.250% due 7/1/2017		80,000		81,033
		Total Tax-Exempt
		Municipal Bonds				181,314
	United States Government &
		Agency Issues - 0.0%
		Tennessee Valley Authority
		0.000% due 11/1/2013 (c)		15,000		14,947
		Total United States Government
		& Agency Issues				14,947
		TOTAL BONDS
		(COST $1,833,821,003)				1,877,600,097
			Shares
SHORT-TERM INVESTMENTS - 0.1%
	Money Market Funds - 0.1%
		Fidelity Money Market Portfolio
		Class I, 0.077% (a)		1,692,860		1,692,860
		Total Money Market Funds				1,692,860
		TOTAL SHORT-TERM INVESTMENTS
		(COST $1,692,860)				1,692,860
		TOTAL INVESTMENTS - 98.1%
		(COST $1,835,513,863)				1,879,292,957
		NET OTHER ASSETS AND
		LIABILITIES - 1.9%				35,430,870
		NET ASSETS - 100.0%			$	1,914,723,827

(a)	Interest rate shown represents the current coupon rate at May 31, 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.
PLC: Public Limited Company

See Notes to Financial Statements.
29

FUND EXPENSE EXAMPLES (Unaudited)

May 31, 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 December 1, 2012 to May 31, 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*
	12/01/12			05/31/13			12/01/12-05/31/13
Thompson LargeCap Fund
Actual		$	1,000.00		$	1,206.67		$	6.77
Hypothetical (5% return before expenses)		$	1,000.00		$	1,018.87		$	6.19
Thompson MidCap Fund
Actual		$	1,000.00		$	1,184.82		$	7.08
Hypothetical (5% return before expenses)		$	1,000.00		$	1,018.52		$	6.54
Thompson Bond Fund
Actual		$	1,000.00		$	1,018.06		$	3.77
Hypothetical (5% return before expenses)		$	1,000.00		$	1,021.26		$	3.78

*	Expenses are equal to the annualized [net] expense ratio for each Fund (LargeCap Fund: 1.23%; MidCap Fund: 1.30%; and Bond Fund: 0.75%), multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).
	For more information, please refer to the Funds’ Prospectus.

See Notes to Financial Statements.
30

STATEMENTS OF ASSETS AND LIABILITIES (Unaudited)

May 31, 2013 (In thousands, except per share amounts)

	LARGECAP				MIDCAP				BOND
	FUND				FUND				FUND
ASSETS
Total investments in securities, at value (Cost $91,677, $25,039 and
$1,835,514, respectively)		$	110,438			$	30,955			$	1,879,293
Due from sale of securities			137				25				26,614
Receivable from fund shares sold			3				–				21,581
Dividends and interest receivable			193				28				27,254
Prepaid expenses			19				14				56
Total Assets			110,790				31,022				1,954,798
LIABILITIES
Due on purchase of securities			–				–				17,427
Payable for fund shares redeemed			61				–				11,098
Line of credit			46				9				10,384
Accrued expenses payable			71				20				88
Due to Advisor			99				21				1,077
Total Liabilities			277				50				40,074
NET ASSETS		$	110,513			$	30,972			$	1,914,724
Net Assets consist of:
Capital stock ($.001 par value)		$	171,450			$	24,837			$	1,854,702
Undistributed net investment income (loss)			126				(7	)			14,554
Accumulated net realized gain (loss) on investments			(79,824	)			226				1,689
Net unrealized appreciation on investments			18,761				5,916				43,779
Net Assets		$	110,513			$	30,972			$	1,914,724
Shares of capital stock outstanding (unlimited shares authorized)			2,673				2,512				159,702
Offering and redemption price/Net asset value per share		$	41.34			$	12.33			$	11.99

See Notes to Financial Statements.
31

STATEMENTS OF OPERATIONS (Unaudited)

Six-Month Period Ended May 31, 2013 (In thousands)

	LARGECAP				MIDCAP				BOND
	FUND				FUND				FUND
Investment income
Dividends(1)		$	909			$	178			$	–
Interest			–				–				33,544
			909				178				33,544
Expenses
Investment advisory fees			494				138				4,787
Shareholder servicing costs			18				20				530
Administrative & accounting services fees			58				21				244
Custody fees			7				4				81
Federal & state registration			18				16				61
Directors fees			12				9				53
Professional fees			19				18				34
Other expenses			19				5				195
Total expenses			645				231				5,985
Less expenses reimbursed by Advisor			(4	)			(52	)			–
Net expenses			641				179				5,985
Net investment income (loss)			268				(1	)			27,559
Net realized gain on investments			3,584				579				2,207
Net unrealized appreciation on investments			16,195				4,254				2,388
Net gain on investments			19,779				4,833				4,595
Net increase in net assets resulting from operations		$	20,047			$	4,832			$	32,154
(1)Net of foreign withholding taxes		$	2			$	–			$	–

See Notes to Financial Statements.
32

STATEMENTS OF CHANGES IN NET ASSETS

(In thousands)

	LARGECAP								MIDCAP								BOND
	FUND								FUND								FUND
	Six Month								Six Month								Six Month
	Period Ended				Year Ended				Period Ended				Year Ended				Period Ended				Year Ended
	May 31, 2013				November 30,				May 31, 2013				November 30,				May 31, 2013				November 30,
	(Unaudited)				2012				(Unaudited)				2012				(Unaudited)				2012
Operations
Net investment income (loss)		$	268			$	509			$	(1	)		$	(6	)		$	27,559			$	35,828
Net realized gain on investments			3,584				12,001				579				2,194				2,207				2,478
Net unrealized appreciation
on investments			16,195				756				4,254				314				2,388				44,436
Net increase in net assets resulting
from operations			20,047				13,266				4,832				2,502				32,154				82,742
Distributions to Shareholders
Distributions from net investment income			(538	)			(359	)			–				–				(24,418	)			(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	)			(26,772	)			(33,271	)
Fund Share Transactions (See Note 4)			(8,606	)			(17,383	)			3,647				6,390				617,059				586,782
Total Increase (Decrease) in Net Assets			10,903				(4,476	)			6,417				6,935				622,441				636,253
Net Assets
Beginning of period			99,610				104,086				24,555				17,620				1,292,283				656,030
End of period		$	110,513			$	99,610			$	30,972			$	24,555			$	1,914,724			$	1,292,283
Undistributed net investment income (loss)
included in net assets at end of period		$	126			$	396			$	(7	)		$	(6	)		$	14,554			$	10,999

See Notes to Financial Statements.
33

NOTES TO FINANCIAL STATEMENTS (Unaudited)

May 31, 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 May 31, 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

34

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 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 May 31, 2013:

	LargeCap Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Common Stocks	$	110,438,334	$	–	$	–	$	110,438,334
Short-term securities		145		–		–		145
Total Assets	$	110,438,479	$	–	$	–	$	110,438,479
	MidCap Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Common Stocks	$	30,954,728	$	–	$	–	$	30,954,728
Short-term securities		637		–		–		637
Total Assets	$	30,955,365	$	–	$	–	$	30,955,365
	Bond Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Bonds	$	–	$	1,877,600,097	$	–	$	1,877,600,097
Short-term securities		1,692,860		–		–		1,692,860
Total Assets	$	1,692,860	$	1,877,600,097	$	–	$	1,879,292,957

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 six-month period ended May 31, 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.

35

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 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.

36

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2013

LINE OF CREDIT - The Funds have established an unsecured line of credit (“LOC”) with U.S. Bank N.A. which expires November 15, 2013 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 May 31, 2013, the limits established by the Funds’ Board are: LargeCap Fund - $5,250,000, MidCap Fund - $1,200,000 and Bond Fund - $55,000,000. The following table shows the average balance, average interest rate and interest expense incurred by the Funds on borrowings under the LOC for the six-month period ended May 31, 2013.

	Average			Average	Interest
Fund	Balance			Interest Rate	Expense
LargeCap Fund		$	146,885	3.250%		$	2,413
MidCap Fund		$	15,214	3.250%		$	249
Bond Fund		$	1,811,346	3.250%		$	29,800

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 six-month period ended May 31, 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, 2012 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 March 31, 2014 and the MidCap 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% and MidCap Fund-1.30%. The Advisor reimbursed expenses incurred by the LargeCap Fund in the amount of $3,568 for the period from March 31, 2013 through May 31, 2013, and the MidCap Fund in the amount of $51,550 for the period from December 1, 2012 through May 31, 2013. The Funds are not obligated to reimburse the Advisor for any fees or expenses waived in previous fiscal years.

37

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 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 six-month period ended May 31, 2013 in the amounts of $16,784, $16,431 and $99,633 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 six-month period ended May 31, 2013, the amounts reimbursed by the Funds to the Advisor were $13,090, $2,164 and $292,064 for the LargeCap Fund, MidCap Fund and Bond Fund, respectively.

NOTE 4 - FUND SHARE TRANSACTIONS (in thousands)

Transactions in shares of the Funds were as follows:

	Six-Month Period Ended							Year Ended
	May 31, 2013 (Unaudited)							November 30, 2012
	Shares			Dollars				Shares			Dollars
LargeCap Fund
Shares sold		85			$	3,236			447			$	14,978
Shares issued in reinvestment of dividends		14				516			12				343
Shares issued in reinvestment of realized gains		–				–			–				–
Shares redeemed		(333	)			(12,358	)		(1,014	)			(32,704	)
Net decrease		(234	)		$	(8,606	)		(555	)		$	(17,383	)
MidCap Fund
Shares sold		234			$	2,666			549			$	6,096
Shares issued in reinvestment of dividends		–				–			–				–
Shares issued in reinvestment of realized gains		195				2,058			205				1,953
Shares redeemed		(94	)			(1,077	)		(157	)			(1,659	)
Net increase		335			$	3,647			597			$	6,390
Bond Fund
Shares sold		70,752			$	847,772			69,563			$	810,480
Shares issued in reinvestment of dividends		1,918				22,805			2,562				29,525
Shares issued in reinvestment of realized gains		188				2,229			136				1,521
Shares redeemed		(21,340	)			(255,747	)		(21,964	)			(254,744	)
Net increase		51,518			$	617,059			50,297			$	586,782

38

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2013

NOTE 5 - PURCHASE AND SALE OF SECURITIES
Investment transactions for the six-month period ended May 31, 2013 were as follows:

	Securities other than U.S.
	Government and Short-term
	Investments				U.S. Government Securities
	Purchases		Sales		Purchases			Sales
LargeCap Fund	$	10,873,155	$	19,715,708		$	–	$–
MidCap Fund	$	6,631,152	$	5,044,673		$	–	$–
Bond Fund	$	877,088,718	$	42,398,682		$	70,228	$–

NOTE 6 - INCOME TAX INFORMATION
At May 31, 2013, the investment cost and aggregate unrealized appreciation and depreciation on investments for federal income tax purposes were as follows:

									Net unrealized
			Unrealized		Unrealized				appreciation
	Federal tax cost		appreciation		depreciation				(depreciation)
LargeCap Fund	$	92,356,959	$	22,349,117		$	(4,267,597	)	$	18,081,520
MidCap Fund	$	25,300,717	$	6,464,683		$	(810,035	)	$	5,654,648
Bond Fund	$	1,835,513,863	$	56,065,361		$	(12,286,267	)	$	43,779,094

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 six-month period ended May 31, 2013 (unaudited) are:

	Ordinary		Long-term
	income		capital gains
	distributions		distributions
LargeCap Fund	$	538,254	$	–
MidCap Fund	$	–	$	2,062,420
Bond Fund	$	24,417,662	$	2,353,544

The tax components of distributions paid during the fiscal year ended November 30, 2012, capital loss carryforward as of November 30, 2012 and tax basis post-October losses and late-year ordinary losses as of November 30, 2012, 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		Late-year
	distributions		distributions		carryforward*		losses		ordinary losses
LargeCap Fund	$	358,796	$	–	$	82,544,592	$	–	$	–
MidCap Fund	$	165,439	$	1,791,599	$	–	$	3,138	$	5,943
Bond Fund	$	31,793,469	$	1,478,148	$	–	$	57,021	$	–

*  The LargeCap Fund has capital losses in the amount of $34,789,309 and $47,755,283 which expire on November 30, 2016 and November 30, 2017, respectively.

39

FINANCIAL HIGHLIGHTS

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

	Six-Month
	Period Ended
	May 31, 2013			Year Ended November 30,
	(Unaudited)			2012		2011		2010		2009		2008
LARGECAP FUND
Net Asset Value, Beginning of Period		$34.27		$30.07		$29.20		$27.04		$19.75		$45.86
Income from Investment Operations
Net investment income		0.10		0.18		0.08		0.01		0.07		0.29
Net realized and unrealized gains (losses)
on investments and options		7.16		4.13		0.80		2.20		7.51		(19.59	)
Total from Investment Operations		7.26		4.31		0.88		2.21		7.58		(19.30	)
Less Distributions
Distributions from net investment income		(0.19	)	(0.11	)	(0.01	)	(0.05	)	(0.29	)	(0.41	)
Distributions from net realized gains		–		–		–		–		–		(6.40	)
Total Distributions		(0.19	)	(0.11	)	(0.01	)	(0.05	)	(0.29	)	(6.81	)
Net Asset Value, End of Period		$41.34		$34.27		$30.07		$29.20		$27.04		$19.75
Total Return		21.28%	(a)	14.37%		3.02%		8.17%		38.88%		(49.29%	)
Ratios/Supplemental Data
Net assets, end of period (millions)		$110.5		$99.6		$104.1		$125.8		$144.1		$133.9
Ratios to average net assets:
Ratio of expenses		1.23%	(b)	1.31%		1.31%		1.36%		1.54%		1.27%
Ratio of expenses without reimbursement		1.24%	(b)	1.31%		1.31%		1.36%		1.54%		1.27%
Ratio of net investment income		0.51%	(b)	0.47%		0.24%		0.05%		0.32%		0.56%
Ratio of net investment income
without reimbursement		0.51%	(b)	0.47%		0.24%		0.05%		0.32%		0.56%
Portfolio turnover rate		10%	(a)	30%		40%		37%		63%		43%

(a)	Calculated on a non-annualized basis.
(b)	Calculated on an annualized basis.

See Notes to Financial Statements.
40

FINANCIAL HIGHLIGHTS (Continued)

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

												March 31, 2008
	Six-Month											(inception)
	Period Ended			Year Ended November 30,								through
	May 31, 2013											November 30,
	(Unaudited)			2012		2011		2010		2009		2008
MIDCAP FUND
Net Asset Value, Beginning of Period		$11.28		$11.15		$11.36		$9.39		$6.18			$10.00
Income from Investment Operations
Net investment income		–		–		–		–		0.01			0.04
Net realized and unrealized gains (losses)
on investments		2.00		1.38		0.44		2.02		3.25			(3.86	)
Total from Investment Operations		2.00		1.38		0.44		2.02		3.26			(3.82	)
Less Distributions
Distributions from net investment income		–		–		–		–	(c)	(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		$12.33		$11.28		$11.15		$11.36		$9.39			$6.18
Total Return		19.13%	(a)	14.41	%	3.69%		21.71%		53.04%			(38.20%	)(a)
Ratios/Supplemental Data
Net assets, end of period (millions)		$31.0		$24.6		$17.6		$15.7		$9.6			$2.3
Ratios to average net assets:
Ratio of expenses		1.30%	(b)	1.30%		1.30%		1.30%		1.30%			1.30%	(b)
Ratio of expenses without reimbursement		1.67%	(b)	1.83%		1.96%		2.34%		4.21%			8.40%	(b)
Ratio of net investment income (loss)		(0.01%	)(b)	(0.03%	)	(0.19%	)	(0.09%	)	0.12%			0.79%	(b)
Ratio of net investment loss
without reimbursement		(0.38%	)(b)	(0.56%	)	(0.85%	)	(1.14%	)	(2.79%	)		(6.30%	)(b)
Portfolio turnover rate		18%	(a)	44%		47%		39%		61%			50%	(a)

(a)	Calculated on a non-annualized basis.
(b)	Calculated on an annualized basis.
(c)	Less than .005 per share.

See Notes to Financial Statements.
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FINANCIAL HIGHLIGHTS (Continued)

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

	Six-Month
	Period Ended			Year Ended November 30,
	May 31, 2013
	(Unaudited)			2012		2011		2010		2009		2008
BOND FUND
Net Asset Value, Beginning of Period		$11.95		$11.33		$11.54		$11.16		$9.24		$10.34
Income from Investment Operations
Net investment income		0.19		0.41		0.42		0.34		0.63		0.62
Net realized and unrealized gains (losses)
on investments		0.07	(a)	0.67	(a)	(0.17	)(a)	0.46	(a)	2.01		(1.17	)
Total from Investment Operations		0.26		1.08		0.25		0.80		2.64		(0.55	)
Less Distributions
Distributions from net investment income		(0.20	)	(0.43	)	(0.40	)	(0.34	)	(0.72	)	(0.55	)
Distributions from net realized gains		(0.02	)	(0.03	)	(0.06	)	(0.08	)	–		–
Total Distributions		(0.22	)	(0.46	)	(0.46	)	(0.42	)	(0.72	)	(0.55	)
Net Asset Value, End of Period		$11.99		$11.95		$11.33		$11.54		$11.16		$9.24
Total Return		2.18%	(b)	9.70%		2.16%		7.33%		30.05%		(5.63%	)
Ratios/Supplemental Data
Net assets, end of period (millions)		$1,914.7		$1,292.3		$656.0		$437.5		$134.2		$44.0
Ratios to average net assets:
Ratio of expenses		0.75%	(c)	0.78%		0.80%		0.80%		0.75%		0.59%
Ratio of expenses without reimbursement		0.75%	(c)	0.78%		0.84%		0.87%		1.20%		1.18%
Ratio of net investment income		3.46%	(c)	3.90%		3.89%		3.52%		6.40%		6.38%
Ratio of net investment income
without reimbursement		3.46%	(c)	3.90%		3.86%		3.44%		5.95%		5.78%
Portfolio turnover rate		18%	(b)	16%		14%		10%		85%		110%

(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.
(b)	Calculated on a non-annualized basis.
(c)	Calculated on an annualized basis.

See Notes to Financial Statements.
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ADDITIONAL INFORMATION (Unaudited)

THOMPSON IM FUNDS

DIRECTORS	INVESTMENT ADVISOR
John W. Feldt - Chairman	Thompson Investment Management, Inc.
George E. Austin	918 Deming Way
Patricia Lipton	Madison, Wisconsin 53717
Jason L. Stephens
John W. Thompson	DISTRIBUTOR
	Quasar Distributors, LLC
OFFICERS	615 East Michigan Street
John W. Thompson, CFA	Milwaukee, Wisconsin 53202
President and Chief Executive Officer
Jason L. Stephens, CFA	TRANSFER AGENT
Vice President	U.S. Bancorp Fund Services, LLC
James T. Evans, CFA	615 East Michigan Street
Vice President	Milwaukee, Wisconsin 53202
Penny M. Hubbard
Chief Financial Officer and Treasurer	INDEPENDENT REGISTERED
Nedra S. Pierce	PUBLIC ACCOUNTING FIRM
Chief Compliance Officer	Cohen Fund Audit Services, Ltd.
Lesley T. Bailey	1350 Euclid Avenue, Suite 800
Secretary	Cleveland, OH 44115
Sarah M. Baumgartner
Assistant Secretary	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 year on Form N-Q. The Funds’ Forms N-Q are available on the Securities and Exchange Commission’s website at www.sec.gov. You may also review and copy those documents by visiting the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Funds’ Forms N-Q are also available without charge, upon request, by calling 1-800-999-0887.

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Item 2. Code of Ethics.

Not required in Semi-Annual Reports on Form N-CSR.

Item 3. Audit Committee Financial Expert.

Not required in Semi-Annual Reports on Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Not required in Semi-Annual Reports on Form N-CSR.

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. Schedule of Investments.

The required Schedules of Investments in securities of unaffiliated issuers is included as part of the Registrant’s Semi-Annual Report to shareholders dated as of May 31, 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.

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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

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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 24^th day of July, 2013.

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 24^th day of July, 2013.

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)

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