Thompson Bond Fund NCSRS 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, 2014

Date of reporting period: May 31, 2014

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.

THOMPSON IM FUNDS, INC.
SEMI-ANNUAL REPORT TO SHAREHOLDERS

May 31, 2014

CONTENTS

		Page(s)
LARGECAP FUND
Investment review		3-5
Schedule of investments		6-8

MIDCAP FUND
Investment review		9-11
Schedule of investments		12-14

BOND FUND
Investment review		15-18
Schedule of investments		19-30

FUND EXPENSE EXAMPLES		31

FINANCIAL STATEMENTS
Statements of assets and liabilities		32
Statements of operations		33
Statements of changes in net assets		34
Notes to financial statements		35-41
Financial highlights		42-44

ADDITIONAL INFORMATION		45

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.

LARGECAP FUND INVESTMENT REVIEW (Unaudited)

May 31, 2014

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

Performance

The LargeCap Fund produced a total return of 6.60% for the six-month period ended May 31, 2014, as compared to its benchmark, the S&P 500 Index, which returned 7.62%.

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

Average Annual Total Returns
Through 05/31/14
	1 Year	3 Year	5 Year	10 Year
Thompson LargeCap Fund	19.83%	14.14%	17.19%	3.45%
S&P 500 Index	20.45%	15.15%	18.40%	7.77%

Gross Expense Ratio as of 03/31/14 was 1.22%.
Net Expense Ratio after reimbursement as of 03/31/14 was 1.15%.*

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

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

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

The S&P 500 Index is a product of S&P Dow Jones Indices LLC and has been licensed for use by Thompson Investment Management, Inc. S&P^® and S&P 500^® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”). The Thompson IM Funds are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or their respective affiliates, and none of S&P Dow Jones Indices LLC, Dow Jones, S&P nor their respective affiliates makes any representation regarding the advisability of investing in such products.

See Notes to Financial Statements.
3

LARGECAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2014

Management Commentary

The Fund got off to a solid start during the semi-annual period largely thanks to strong individual stock selection, especially in the Technology and Consumer Staples sectors. However, the Fund’s performance lead relative to its benchmark disappeared midway through April. Essentially, the Fund gave up its relative gain and then some during the final 1 ½ months of the period. What drove this shift?

Evidence suggests that two key factors were largely responsible. The first involved individual security selection. A disappointing earnings report from JDS Uniphase sent that Fund holding tumbling in April and May. Conversely, not holding Apple hurt relative performance as the company’s stock appreciated 22.9% from April 15 to May 30. The second factor at play was a broad sector rotation by investors out of cyclical company stocks and into more defensive areas of the market. Our allocation within the Financials sector suffered, as money flowed out of our lending bank holdings and into other asset classes like REITs. Poor Gross Domestic Product growth in the first quarter and weak first quarter earnings reports were significant drivers of this “flight to quality.”

Despite these recent signs of economic weakness, we believe the balance of evidence continues to support our bullish view on the economy and markets, and that this recent rotation to defensive stocks is likely temporary. In spite of disruptions caused by extremely cold temperatures this past winter, corporate earnings and the overall job market still seem to be improving. We expect the economic data will reaccelerate as the climate continues returning to normal. The first anniversary of the implementation of several negative drags on growth, including increases in the payroll tax, sequester-driven cuts in federal spending, and a jump in the top overall marginal tax rate, will also help in the second quarter and beyond as the economy more fully adapts to these negative drags. While external shocks can always disrupt economic growth, we feel confident in our belief that the Fund’s current positioning has the potential to benefit shareholders to the extent stronger economic growth becomes more apparent to all.

Ironically, the cold weather of this past winter demonstrated a bullish signal for the economy in the form of energy prices, which showed a more muted reaction to the temperatures than we otherwise would have expected. If the supply of gas and oil were normal, there likely would have been a larger inventory draw down due to the cold weather, creating upward pressure on energy prices and thus more upside for Energy-sector stocks. The actual muted response of energy prices during the winter convinced us that supply will be strong enough to put a damper on prices for quite some time, suggesting that the overall economy should benefit from having to allocate a smaller portion of its resources to its energy needs. This would help both inflation as well as consumer spending power, but is a negative for energy stocks themselves. Several of the changes we made to the Fund during the semi-annual period were a direct response to this new evidence.

January marked the fifth anniversary of both the current bull market as well as the start of the current portfolio managers’ tenure as a team on the Fund. We are pleased with the past five years and hope that shareholders are too. While the future is always unknown, as a team we feel operationally stronger than ever and are hopeful that the next five years can prove attractive as well.

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, 2014

Sector Weightings at 05/31/14
% of Total Investments

Top 10 Equity Holdings at 05/31/14
Company	Industry	% of Fund’s Net Assets
Microsoft Corp.	Software	3.18%
Exxon Mobil Corp.	Oil, Gas & Consumable Fuels	2.84%
Cisco Systems, Inc.	Communications Equipment	2.31%
Bank of America Corp.	Banks	2.27%
Qualcomm, Inc.	Communications Equipment	2.14%
General Electric Co.	Industrial Conglomerates	2.10%
Google Inc. Class A	Internet Software & Services	2.07%
JPMorgan Chase & Co.	Banks	2.02%
Walgreen Co.	Food & Staples Retailing	2.01%
Citigroup Inc.	Banks	2.01%

As of May 31, 2014, 99.9% of the Fund’s net assets were in equity and short-term investments.

See Notes to Financial Statements.
5

LARGECAP FUND SCHEDULE OF INVESTMENTS (Unaudited)

May 31, 2014

	Shares	Value
COMMON STOCKS - 99.9%

Consumer Discretionary - 12.0%
Auto Components - 1.6%
Johnson Controls, Inc.	40,600	$	1,963,416

Automobiles - 0.8%
Harley-Davidson, Inc.	13,800		983,112

Distributors - 0.5%
LKQ Corp. (a)	24,175		670,615

Household Durables - 1.4%
D.R. Horton, Inc.	32,125		760,720
Jarden Corp. (a)	16,335		924,234
			1,684,954
Leisure Products - 0.5%
Brunswick Corp.	15,350		661,585

Media - 2.5%
The Walt Disney Co.	15,050		1,264,351
Time Warner Inc.	13,725		958,417
Viacom Inc. Class B	10,800		921,564
			3,144,332
Multiline Retail - 2.9%
Kohl’s Corp.	29,685		1,616,051
Target Corp.	35,710		2,026,900
			3,642,951
Specialty Retail - 1.0%
Bed Bath & Beyond Inc. (a)	19,475		1,185,054

Textiles, Apparel & Luxury Goods - 0.8%
Hanesbrands, Inc.	11,400		967,062

Consumer Staples - 7.4%
Beverages - 1.3%
PepsiCo, Inc.	18,350		1,620,855

Food & Staples Retailing - 4.6%
CVS Caremark Corp.	16,125		1,262,910
Walgreen Co.	34,950		2,513,254
Wal-Mart Stores, Inc.	24,725		1,898,138
			5,674,302
Household Products - 1.5%
The Procter & Gamble Co.	23,325		1,884,427

Energy - 12.1%
Energy Equipment & Services - 2.0%
Helmerich & Payne, Inc.	5,550		610,223
Schlumberger Ltd.	18,594		1,934,520
			2,544,743
Oil, Gas & Consumable Fuels - 10.1%
Apache Corp.	13,900		1,295,758
Chevron Corp.	18,170		2,231,094
Devon Energy Corp.	21,575		1,594,393
EOG Resources, Inc.	12,600		1,333,080
Exxon Mobil Corp.	35,320		3,550,720
Noble Energy, Inc.	18,450		1,329,692
PetroChina Co. Ltd. ADR	11,150		1,325,735
			12,660,472
Financials - 17.5%
Banks - 11.5%
Associated Banc-Corp	74,715		1,287,339
Bank of America Corp.	187,150		2,833,451
CIT Group Inc.	36,875		1,640,200
Citigroup Inc.	52,700		2,506,939
First Horizon National Corp.	109,885		1,259,282
JPMorgan Chase & Co.	45,475		2,527,046
PNC Financial Services Group, Inc.	12,055		1,027,930
SunTrust Banks, Inc.	16,750		641,860
Zions Bancorporation	21,750		621,833
			14,345,880
Capital Markets - 2.3%
Northern Trust Corp.	19,795		1,195,618
State Street Corp.	25,600		1,670,912
			2,866,530
Consumer Finance - 0.5%
Discover Financial Services	11,395		673,786

Diversified Financial Services - 1.2%
MSCI Inc. (a)	35,700		1,540,812

Insurance - 1.0%
Aflac, Inc.	19,710		1,206,843

Real Estate Investment Trusts - 1.0%
DiamondRock Hospitality Co.	50,850		631,557
Host Hotels & Resorts Inc.	28,425		627,340
			1,258,897

See Notes to Financial Statements.
6

LARGECAP FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Shares	Value
COMMON STOCKS (continued)

Health Care - 11.6%
Biotechnology - 3.3%
Amgen Inc.	8,490	$	984,755
Celgene Corp. (a)	8,400		1,285,452
Exact Sciences Corp. (a)	135,725		1,829,573
			4,099,780
Health Care Equipment & Supplies - 3.9%
Baxter Int’l. Inc.	18,710		1,392,211
Hologic, Inc. (a)	56,725		1,386,359
Medtronic, Inc.	10,965		669,194
ResMed Inc.	14,150		708,349
Zimmer Holdings, Inc.	6,575		686,101
			4,842,214
Health Care Providers & Services - 3.4%
Express Scripts Holding Co. (a)	32,100		2,294,187
McKesson Corp.	10,450		1,981,738
			4,275,925
Pharmaceuticals - 1.0%
Johnson & Johnson	12,260		1,243,900

Industrials - 12.0%
Air Freight & Logistics - 1.1%
FedEx Corp.	9,125		1,315,460

Building Products - 1.6%
Masco Corp.	92,400		1,968,120

Electrical Equipment - 4.1%
ABB Ltd. ADR	84,575		2,007,810
Emerson Electric Co.	23,625		1,576,496
Rockwell Automation, Inc.	12,525		1,516,527
			5,100,833
Industrial Conglomerates - 3.7%
General Electric Co.	97,950		2,624,080
3M Co.	14,095		2,009,242
			4,633,322
Machinery - 1.5%
Illinois Tool Works Inc.	14,275		1,235,501
Ingersoll-Rand PLC	10,075		602,687
			1,838,188
Information Technology - 26.3%
Communications Equipment - 6.4%
Cisco Systems, Inc.	116,935		2,878,940
JDS Uniphase Corp. (a)	226,035		2,479,604
Qualcomm, Inc.	33,230		2,673,353
			8,031,897
Electronic Equipment, Instruments & Components - 1.5%
Corning Inc.	58,000		1,235,400
Maxwell Technologies, Inc. (a)	38,697		671,780
			1,907,180
Internet Software & Services - 2.8%
eBay Inc. (a)	18,570		942,056
Google Inc. Class A (a)	4,530		2,589,574
			3,531,630
IT Services - 1.7%
Alliance Data Systems Corp. (a)	3,525		902,576
Visa Inc. Class A	5,620		1,207,345
			2,109,921
Semiconductors & Semiconductor Equipment - 7.0%
Altera Corp.	36,275		1,201,791
Broadcom Corp. Class A (a)	69,915		2,228,191
Intel Corp.	88,225		2,410,307
Linear Technology Corp.	19,570		903,351
Maxim Integrated Products, Inc.	31,855		1,091,034
NXP Semiconductors N.V. (a)	15,200		943,920
			8,778,594
Software - 4.6%
Microsoft Corp.	97,051		3,973,268
Oracle Corp.	41,000		1,722,820
			5,696,088
Technology Hardware, Storage & Peripherals - 2.3%
EMC Corp.	50,775		1,348,584
Hewlett-Packard Co.	44,500		1,490,750
			2,839,334
Materials - 1.0%
Metals & Mining - 1.0%
Freeport-McMoRan Copper & Gold Inc.	37,125		1,264,106

TOTAL COMMON STOCKS (COST $102,370,440)			124,657,120

See Notes to Financial Statements.
7

LARGECAP FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Shares	Value
SHORT-TERM INVESTMENTS - 0.0%

Money Market Funds - 0.0%
Fidelity Money Market Portfolio
Class I, 0.048% (b)	853	$	853

Total Money Market Funds			853

TOTAL SHORT-TERM
INVESTMENTS (COST $853)			853

TOTAL INVESTMENTS - 99.9%
(COST $102,371,293)			124,657,973

NET OTHER ASSETS AND
LIABILITIES - 0.1%			182,137

NET ASSETS - 100.0%		$	124,840,110

	(a)		Non-income producing security.
	(b)		Represents the 7-day yield at May 31, 2014.

	ADR:		American Depositary Receipt
	N.V.:		Naamloze Vennootschap is the Dutch term for a public limited liability corporation.
	PLC:		Public Limited Company

The Global Industry Classification Standard (“GICS”) was developed by and is the exclusive property and a service mark of MSCI Inc. (“MSCI”) and Standard & Poor’s Financial Services LLC (“S&P”) and is licensed for use by Thompson Investment Management, Inc. Neither MSCI, S&P, nor any other party involved in making or compiling the GICS or any GICS classifications makes any warranties with respect thereto or the results to be obtained by the use thereof, and no such party shall have any liability whatsoever with respect thereto.

See Notes to Financial Statements.
8

MIDCAP FUND INVESTMENT REVIEW (Unaudited)

May 31, 2014

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

Performance

The MidCap Fund produced a total return of 6.72% for the six-month period ended May 31, 2014, as compared to its benchmark, the Russell Midcap Index, which returned 8.35%.

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

Average Annual Total Returns
Through 05/31/14
				Since
				Inception
	1 Year	3 Year	5 Year	(03/31/08)
Thompson MidCap Fund	21.52%	13.15%	20.61%	11.68%
Russell Midcap Index	21.33%	14.04%	21.37%	10.75%

Gross Expense Ratio as of 03/31/14 was 1.63%.
Net Expense Ratio after reimbursement as of 03/31/14 was 1.30%.*

* The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the MidCap Fund through March 31, 2015, so that the annual operating expenses of the Fund do not exceed 1.30% of its average daily net assets.

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

Russell Investment Group is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell^® is a trademark of Russell Investment Group.

See Notes to Financial Statements.
9

MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2014

Management Commentary

The Fund lagged its benchmark during the semi-annual period because a shift to defensive and interest-rate-sensitive sectors of the market benefited the benchmark more than the Fund. This was due to the Fund’s pro-cyclical positioning and relative underweighting of sectors and industries such as Utilities, Telecommunications, and REITs. While a similar pattern affected large-capitalization stocks during the period, the MidCap Fund and its investment universe were particularly sensitive to the shift. These types of stocks make up a larger percentage of the midcap universe than they do in large-capitalization stocks. Strong issue selection in Technology sector offset the impact of this shift somewhat, but not enough to fully overcome the drag.

We believe that evidence is mounting for a counter to this defensive shift occurring during the second half of the annual period. Most importantly, job growth accelerated at the end of the semi-annual period. The four months ended in May 2014 constituted the longest streak at which the economy added at least 200,000 jobs per month since the year 2000. If such a pace continues, we believe it signals the kind of self-sustaining recovery necessary to both sustain the appreciation in the equity markets and allow the Federal Reserve to safely withdraw its monetary stimulus without risking a recession. Since midcap stocks are much more domestically focused than their large-capitalization peers, if this occurs we expect they could benefit relatively more from such a scenario.

At the same time the job market is improving, the earnings of companies in the Fund’s benchmark were up a double-digit rate in the first quarter, providing robust profit growth.¹ The earnings of the Fund’s holdings experienced a similarly strong first quarter. This growth occurred despite the bitter cold weather, and offers hope that with solid labor market growth, earnings growth in the second half of the fiscal year could be as strong or stronger.

As a result of our analysis we are sticking with our pro-cyclical positioning. If we are right, the payoff could come as soon as earnings results “prove” the economy and Corporate America are in better shape than the current rotation implies. The Fund is hopefully positioned to benefit if we are right.

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 more 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 12 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.

____________________

¹ Excluding an accounting distortion associated with Liberty Media Corporation that subtracted 9.4% of growth from the entire Russell Midcap Index

See Notes to Financial Statements.
10

MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2014

Sector Weightings at 05/31/14
% of Total Investments

Top 10 Equity Holdings at 05/31/14
		% of Fund’s
Company	Industry	Net Assets
Broadcom Corp. Class A	Semiconductors & Semiconductor Equipment	2.24%
CIT Group Inc.	Banks	2.08%
Exact Sciences Corp.	Biotechnology	2.05%
JDS Uniphase Corp.	Communications Equipment	2.02%
First Horizon National Corp.	Banks	1.98%
ResMed Inc.	Health Care Equipment & Supplies	1.93%
MSCI Inc.	Diversified Financial Services	1.81%
Kohl’s Corp.	Multiline Retail	1.78%
Noble Energy, Inc.	Oil, Gas & Consumable Fuels	1.74%
Maxim Integrated Products, Inc.	Semiconductors & Semiconductor Equipment	1.74%

As of May 31, 2014, 99.9% of the Fund’s net assets were in equity and short-term investments.

See Notes to Financial Statements.
11

MIDCAP FUND SCHEDULE OF INVESTMENTS (Unaudited)

May 31, 2014

			Shares	Value
COMMON STOCKS - 99.8%

	Consumer Discretionary - 16.7%
		Automobiles - 1.0%
		Harley-Davidson, Inc.	5,475	$	390,039

		Distributors - 1.1%
		LKQ Corp. (a)	14,320		397,237

		Hotels, Restaurants &
		Leisure - 1.5%
		Darden Restaurants, Inc.	11,475		575,127

		Household Durables - 2.5%
		D.R. Horton, Inc.	12,500		296,000
		Jarden Corp. (a)	11,487		649,934
					945,934
		Leisure Products - 1.1%
		Brunswick Corp.	9,200		396,520

		Multiline Retail - 2.8%
		Kohl’s Corp.	12,435		676,961
		Nordstrom, Inc.	5,550		377,733
					1,054,694
		Specialty Retail - 3.8%
		Bed Bath & Beyond Inc. (a)	10,405		633,144
		Chico’s FAS, Inc.	17,575		266,437
		Jos. A. Bank Clothiers, Inc. (a)	5,835		378,983
		Ulta Salon, Cosmetics &
		Fragrance, Inc. (a)	2,075		176,168
					1,454,732
		Textiles, Apparel &
		Luxury Goods - 2.9%
		Coach, Inc.	11,055		450,049
		Hanesbrands, Inc.	7,615		645,980
					1,096,029
	Consumer Staples - 3.3%
		Food & Staples Retailing - 1.3%
		The Fresh Market, Inc. (a)	15,925		488,101

		Food Producers - 2.0%
		Ingredion Inc.	2,775		211,316
		McCormick & Co., Inc.	2,043		147,729
		The J. M. Smucker Co.	3,787		388,546
					747,591
	Energy - 7.1%
		Energy Equipment &
		Services - 2.6%
		Cameron Int’l. Corp. (a)	2,925		187,054
		Dresser-Rand Group, Inc. (a)	4,720		288,864
		FMC Technologies, Inc. (a)	3,400		197,404
		Helmerich & Payne, Inc.	2,695		296,315
					969,637
		Oil, Gas & Consumable
		Fuels - 4.5%
		Cameco Corp.	8,950		179,000
		Denbury Resources Inc.	5,210		87,997
		Goodrich Petroleum Corp. (a)	10,300		298,700
		Murphy Oil Corp.	4,576		282,202
		Noble Energy, Inc.	9,175		661,242
		Oasis Petroleum Inc. (a)	3,950		195,525
					1,704,666
	Financials - 20.9%
		Banks - 8.3%
		Associated Banc-Corp	38,005		654,826
		CIT Group Inc.	17,705		787,518
		First Horizon National Corp.	65,420		749,713
		Regions Financial Corp.	18,460		188,107
		SunTrust Banks, Inc.	9,820		376,302
		Zions Bancorporation	13,135		375,530
					3,131,996
		Capital Markets - 2.6%
		Eaton Vance Corp.	10,245		380,602
		Northern Trust Corp.	10,280		620,912
					1,001,514
		Consumer Finance - 1.3%
		Discover Financial Services	8,229		486,581

		Diversified Financial
		Services - 1.8%
		MSCI Inc. (a)	15,910		686,676

		Insurance - 1.7%
		Cincinnati Financial Corp.	5,815		285,051
		Unum Group	10,705		363,007
					648,058
		Real Estate Investment
		Trusts - 4.2%
		Annaly Capital Management Inc.	36,675		432,398
		DiamondRock Hospitality Co.	31,475		390,919
		Host Hotels & Resorts Inc.	18,135		400,239
		LaSalle Hotel Properties	11,320		373,447
					1,597,003

See Notes to Financial Statements.
12

MIDCAP FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

			Shares	Value
COMMON STOCKS (continued)

	Financials (continued)
		Thrifts & Mortgage
		Finance - 1.0%
		Flagstar Bancorp, Inc. (a)	22,350	$	380,174

	Health Care - 15.2%
		Biotechnology - 2.7%
		Exact Sciences Corp. (a)	57,750		778,470
		Myriad Genetics, Inc. (a)	7,625		252,845
					1,031,315
		Health Care Equipment &
		Supplies - 5.4%
		Hologic, Inc. (a)	20,025		489,411
		Masimo Corp. (a)	5,750		141,680
		Natus Medical Inc. (a)	10,575		260,674
		ResMed Inc.	14,596		730,676
		Zimmer Holdings, Inc.	4,025		420,009
					2,042,450
		Health Care Providers &
		Services - 5.1%
		Catamaran Corp. (a)	11,100		485,736
		Hanger, Inc. (a)	18,200		552,916
		Henry Schein, Inc. (a)	2,244		268,495
		McKesson Corp.	1,540		292,046
		Patterson Cos., Inc.	8,380		328,161
					1,927,354
		Health Care Technology - 1.6%
		MedAssets Inc. (a)	26,565		622,152

		Life Sciences Tools &
		Services - 0.4%
		Illumina, Inc. (a)	1,010		159,833

	Industrials - 12.3%
		Air Freight & Logistics - 1.1%
		Expeditors Int’l. of
		Washington, Inc.	9,500		432,345

		Building Products - 2.3%
		Masco Corp.	27,775		591,607
		USG Corp. (a)	9,425		282,562
					874,169
		Commercial Services &
		Supplies - 0.8%
		Cintas Corp.	4,670		290,100

		Electrical Equipment - 2.7%
		Regal-Beloit Corp.	6,355		485,077
		Rockwell Automation, Inc.	4,400		532,752
					1,017,829
		Machinery - 4.6%
		Allison Transmission Holdings, Inc.	12,075		373,963
		Ingersoll-Rand PLC	9,750		583,245
		Mueller Water Products, Inc.
		Class A	21,850		184,196
		SPX Corp.	5,700		596,448
					1,737,852
		Trading Companies &
		Distributors - 0.8%
		W.W. Grainger, Inc.	1,088		281,107

	Information Technology - 18.6%
		Communications Equipment - 2.0%
		JDS Uniphase Corp. (a)	69,756		765,223

		Electronic Equipment,
		Instruments &
		Components - 1.9%
		InvenSense Inc. (a)	15,000		289,500
		Maxwell Technologies, Inc. (a)	25,122		436,118
					725,618
		Internet Software &
		Services - 1.5%
		Liquidity Services, Inc. (a)	37,500		576,750

		IT Services - 2.0%
		Alliance Data Systems Corp. (a)	1,875		480,094
		Fiserv, Inc. (a)	4,819		289,670
					769,764
		Semiconductors &
		Semiconductor
		Equipment - 8.6%
		Altera Corp.	11,550		382,651
		Broadcom Corp. Class A (a)	26,630		848,698
		Cavium Inc. (a)	13,025		637,964
		Linear Technology Corp.	7,665		353,816
		Maxim Integrated Products, Inc.	19,241		659,004
		NXP Semiconductors N.V. (a)	6,125		380,363
					3,262,496
		Software - 1.2%
		Electronic Arts Inc. (a)	5,390		189,351
		Take-Two Interactive Software, Inc. (a)	13,535		279,227
					468,578
		Technology Hardware,
		Storage & Peripherals - 1.4%
		Silicon Graphics Int’l. Corp (a)	21,275		187,858
		Stratasys Ltd. (a)	1,850		172,087
		3D Systems Corp. (a)	3,450		174,743
					534,688

See Notes to Financial Statements.
13

MIDCAP FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

			Shares	Value
COMMON STOCKS (continued)

	Materials - 4.0%
		Chemicals - 2.9%
		Ecolab Inc.	4,956	$	541,146
		Int’l. Flavors & Fragrances Inc.	5,760		571,738
					1,112,884
		Metals & Mining - 1.1%
		Lundin Mining Corp. (a)	41,600		216,778
		Stillwater Mining Co. (a)	12,825		215,588
					432,366
	Utilities - 1.7%
		Electric Utilities - 0.5%
		Pepco Holdings, Inc.	6,413		177,640

		Multi-Utilities - 1.2%
		MDU Resources Group, Inc.	5,200		176,176
		SCANA Corp.	5,425		282,100
					458,276

		TOTAL COMMON STOCKS
		(COST $31,196,897)			37,853,098

SHORT-TERM INVESTMENTS - 0.1%

	Money Market Funds - 0.1%
		Fidelity Money Market Portfolio
		Class I, 0.048% (b)	35,088		35,088

		Total Money Market Funds			35,088

		TOTAL SHORT-TERM
		INVESTMENTS (COST $35,088)			35,088

		TOTAL INVESTMENTS - 99.9%
		(COST $31,231,985)			37,888,186

		NET OTHER ASSETS AND
		LIABILITIES - 0.1%			45,149

		NET ASSETS - 100.0%		$	37,933,335

	(a)		Non-income producing security.
	(b)		Represents the 7-day yield at May 31, 2014.

	N.V.:		Naamloze Vennootschap is the Dutch term for a public limited liability corporation.
	PLC:		Public Limited Company

See Notes to Financial Statements.
14

BOND FUND INVESTMENT REVIEW (Unaudited)

May 31, 2014

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

Performance

The Bond Fund produced a total return of 3.07% for the six-month period ended May 31, 2014, as compared to its benchmark, the Barclays U.S. Government/Credit 1-5 Year Index, which returned 0.73%, and as compared to the Barclays U.S. Credit 1-5 Year Index, which returned 1.39%.

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

Average Annual Total Returns
Through 05/31/14
	1 Year	3 Year	5 Year	10 Year
Thompson Bond Fund	4.14%	4.84%	7.84%	5.98%
Barclays U.S. Gov’t./Credit 1-5 Year Index	1.35%	1.66%	2.73%	3.54%
Barclays U.S. Credit 1-5 Year Index	2.46%	2.93%	4.80%	4.34%

Gross Expense Ratio as of 03/31/14 was 0.74%.

30-Day SEC Yield as of 05/31/14 was 2.49%.

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

Barclays^® is a trademark of Barclays Bank PLC.

See Notes to Financial Statements.
15

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2014

Management Commentary

The terrific relative performance during the first half of the Fund’s fiscal year was primarily driven by a narrowing of credit spreads across multiple maturities. Average 10-year corporate bond spreads at the BBB rated quality level, which is the average credit rating of bonds in the Fund, narrowed by 42 basis points. Despite a modest increase in interest rates, this narrowing of credit spreads caused bond prices to generally appreciate during the quarter, helping the Fund’s performance. This factor combined with the more typical contribution of coupons earned from simply holding higher-yielding corporate bonds to work in shareholders’ favor during the period, leading to especially strong performance.

January marked the fifth anniversary of the start of the current portfolio managers’ tenure as a team on the Fund. As we have written about in many previous commentaries over that time period, we view changes in Treasury rates and corporate spreads to be largely random and not predictable from quarter to quarter. We’re very pleased when they cooperate, but our strategy is not based on needing their help. Thus, we feel it is unlikely that the rest of the fiscal year will prove to be nearly as attractive as the half just completed, although no outcome can be completely ruled out. Instead, we believe future changes in rates and spreads will be more neutral for shareholders, and even recognize the possibility that they could work against the Fund if the economy continues to strengthen.

In response to such an environment, we have gradually reduced the effective duration of the Fund. With fewer attractive opportunities on the longer end of our maturity range, we are content for the time being to put more money to work in the mid-to-short range of our investible universe instead. We believe these bonds still offer an attractive return potential, but are less exposed to the risk of rising interest rates causing bond prices to depreciate. To be clear, we are still seeing opportunities on the longer end of the Fund’s universe – just fewer than before. We made a similar adjustment in the spring of 2013, and in that instance we then rapidly readjusted once spreads widened and rates rose in June of that year.

We like to remind shareholders that our investment strategy is designed with a goal of rewarding them over a one year or longer time horizon. Subtle shifts like the one described above can actually hurt performance in the short run if rates continue to decline. But allowing for the passage of time needed for both random changes in rates to average themselves out as well as to earn the coupon payments on the bonds in the portfolio, we believe our strategy has the potential to reward shareholders who have the appropriate time horizon. In our view, the success of this is and always will be measured by the intermediate-to-long-term returns.

See Notes to Financial Statements.
16

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2014

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 19 of this report for holdings information. The management commentary above as well as Fund holdings should not be considered a recommendation to buy or sell any security. In addition, please note that Fund holdings are subject to change.

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

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

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

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.

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.

Credit Ratings are provided by Standard & Poor’s, who assign a rating based on their analysis of the issuer’s credit worthiness. The highest rating given is AAA and the lowest is C.

Although the makeup of the Fund’s portfolio is constantly changing, as of May 31, 2014, 89.15% of the Fund’s portfolio was invested in corporate bonds. Due to prevailing market conditions, the composition of the Fund’s portfolio as of that date was consistent with the composition of the Fund’s portfolio over the past 5 years. In addition, as of May 31, 2014, 76.83% of the Fund’s portfolio was invested in bonds rated BBB. For portfolio information current as of the most recent quarter-end, please call 1-800-999-0887 or visit our website at www.thompsonim.com. Compared to a portfolio that is more evenly allocated between government and corporate bonds, a portfolio that is heavily allocated to corporate bonds may provide higher returns, but is also subject to greater levels of credit and liquidity risk and to greater price fluctuations. A portfolio that is significantly allocated to bonds having lower investment-grade ratings may also be subject to greater levels of credit and liquidity risk and experience greater price fluctuations than a portfolio comprised of higher-rated investment-grade bonds.

See Notes to Financial Statements.
17

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2014

Portfolio Concentration at 05/31/14
(Includes cash and cash equivalents)
% Total Investments
Quality
U.S. Government & Agency Issues	0.80	%
AA	3.80	%
A	7.41	%
BBB	76.83	%
BB and Below	8.00	%
Not Rated	2.59	%
Money Market Funds	0.57	%
	100.00	%

Effective Maturity
Under 1 year	21.04	%
1 to 3 years	28.92	%
3 to 5 years	38.91	%
5 to 10 years	11.08	%
Over 10 years	0.05	%
	100.00	%

Asset Allocation
Corporate Bonds	89.15	%
Asset-Backed Securities	6.84	%
Taxable Municipal Bonds	2.14	%
U.S. Government & Agency Issues	0.78	%
Money Market Funds	0.57	%
Tax-Exempt Municipal Bonds	0.27	%
Convertible Bonds	0.23	%
Federal Agency Mortgage-Backed Securities	0.02	%
	100.00	%

See Notes to Financial Statements.
18

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited)

May 31, 2014

	Principal
	Amount		Value
BONDS - 97.7%

Asset-Backed Securities - 6.8%
America West Airlines
8.057% due 7/2/2020,
Series 2000-1	$	19,124	$	22,088

Ameritech Capital Funding Corp.
9.100% due 6/1/2016		3,936		4,378

AWAS Aviation Capital Ltd.
7.000% due 10/17/2016 (f)		38,052,512		39,241,653

Basketball Properties Ltd.
6.650% due 3/1/2025 (f)		5,374,490		5,868,992

Beaver Valley II Funding
9.000% due 6/1/2017		4,000		4,235

British Airways PLC
5.625% due 6/20/2020,
Series 2013-1 (f)		30,160,000		31,969,600
5.625% due 6/20/2020,
Series 2013-1 B (f)		100,000		106,000

Bvps II Funding Corp.
8.890% due 6/1/2017		23,000		24,694

Continental Airlines
9.250% due 5/10/2017,
Series 2009-2 B		570,261		640,117
6.648% due 9/15/2017,
Series 1998-1 A		282,195		305,476
6.820% due 5/1/2018,
Series 1998-3 A-1		160,152		175,367
6.000% due 1/12/2019,
Series 2010-1 B		67,245		71,616
6.250% due 4/11/2020,
Series 2012-1 B		11,217,814		12,227,417
5.500% due 10/29/2020,
Series 2012-2 B		475,551		503,489

Delta Air Lines
6.750% due 11/23/2015,
Series 2010-2 B (f)		13,677,000		14,668,582
6.375% due 1/2/2016,
Series 2010-1 B (f)		13,453,000		14,411,526
9.750% due 12/17/2016,
Series 2009-1 B		835,075		957,205
6.821% due 8/10/2022,
Series 2007-1 A		9,997,835		11,872,429
6.718% due 1/2/2023,
Series 2002-1 G-1		4,357		5,065

Doric Nimrod Air Alpha
6.125% due 11/30/2019,
Series 2013-1 (f)		22,278,667		23,336,904

�� Doric Nimrod Air
Finance Alpha Ltd.
6.500% due 5/30/2021,
Series 2012-1 B (f)		31,362,609		33,747,203

Express Pipeline LP
7.390% due 12/31/2017 (f)		2,078,000		2,214,456

Federal Express Corp.
7.630% due 1/1/2015,
Series 1993		915,785		966,153
7.020% due 1/15/2016,
Series 1998		1,525,620		1,624,785
7.840% due 1/30/2018,
Series 1996		280,702		317,194

FPL Energy Caithness
Funding Corp.
7.645% due 12/31/2018 (f)		1,869,856		1,957,687

General American Railcar
6.690% due 9/20/2016,
Series 1997-1 (f)		214,966		225,983
7.760% due 8/20/2018,
Series III (f)		864,334		919,807

Landmark Leasing 2004A LLC
6.200% due 10/1/2022,
Series 2004A (f)		263,489		271,204

Midwest Family Housing LLC
5.168% due 7/1/2016 (f)		262,000		264,738

Northwest Airlines
7.691% due 4/1/2017,
Series 2001-1 B		86,725		95,397
7.575% due 3/1/2019,
Series 1999-2 A		1,192,611		1,371,503
7.150% due 10/1/2019,
Series 2000-1 G (c)		35,035		38,539
7.027% due 11/1/2019,
Series 2007-1 A		13,060,262		14,954,000
6.264% due 11/20/2021,
Series 2002-1 G-2		680,275		738,098
7.041% due 4/1/2022,
Series 2001-1 A-1		411,404		481,343

See Notes to Financial Statements.
19

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Principal
	Amount		Value
BONDS (continued)

Asset-Backed Securities (continued)
United Air Lines
10.400% due 11/1/2016,
Series 2009-1	$	3,108,728	$	3,559,494

US Airways
8.360% due 1/20/2019,
Series 1999-1A		87,901		99,328

Total Asset-Backed Securities				220,263,745

Convertible Bonds - 0.2%
Hospitality Properties Trust
3.800% due 3/15/2027		7,309,000		7,309,000

Total Convertible Bonds				7,309,000

Corporate Bonds - 88.3%
Advance Auto Parts, Inc.
5.750% due 5/1/2020		21,826,000		25,043,720

Air Lease Corp.
4.500% due 1/15/2016		11,775,000		12,378,469
5.625% due 4/1/2017		26,060,000		28,666,000

Alcoa Inc.
5.550% due 2/1/2017		118,000		128,508
6.750% due 7/15/2018		8,321,000		9,531,190
5.720% due 2/23/2019		6,233,000		6,879,057

Aluminum Company of America
6.500% due 6/15/2018		16,779,000		19,049,132

American Express
6.650% due 9/15/2015		90,000		96,252
6.900% due 9/15/2015		277,000		296,595

American Financial Group, Inc.
9.875% due 6/15/2019		1,751,000		2,297,007

American General Finance
6.000% due 10/15/2014		1,000,000		1,009,428
6.000% due 12/15/2014		1,000,000		1,013,163

American Standard Inc.
5.500% due 4/1/2015		120,000		124,416

Ameriprise Financial, Inc.
7.518% due 6/1/2066 (b)		3,329,000		3,686,868

Amphenol Corp.
4.750% due 11/15/2014		698,000		711,272

Amsouth Bank / Birmingham AL
5.200% due 4/1/2015		9,083,000		9,404,602

Arden Realty LP
5.250% due 3/1/2015		3,040,000		3,110,108

Astoria Financial Corp.
5.000% due 6/19/2017		30,361,000		32,848,780

Avnet, Inc.
6.000% due 9/1/2015		225,000		238,763
6.625% due 9/15/2016		551,000		613,561

Avon Products, Inc.
5.750% due 3/1/2018		8,023,000		8,840,640
6.500% due 3/1/2019		57,336,000		63,972,011
4.600% due 3/15/2020		500,000		517,217

Axis Capital Holdings
5.750% due 12/1/2014		5,637,000		5,781,860

Bank of America Corp.
4.050% due 2/15/2015		100,000		100,455
4.200% due 3/15/2015		90,000		91,864
4.000% due 4/15/2015		38,000		38,933
4.250% due 5/15/2015		37,000		38,014
4.350% due 6/15/2015		32,000		32,953
5.350% due 9/15/2015		549,000		576,262
5.250% due 12/1/2015		333,000		352,889
5.625% due 10/14/2016		935,000		1,030,140
6.000% due 8/15/2017		115,000		127,223
6.050% due 8/15/2017		948,000		1,068,972
5.750% due 12/1/2017		555,000		628,713
5.350% due 3/15/2018		81,000		89,116
5.800% due 2/15/2019		10,000		11,168
7.625% due 6/1/2019		730,000		906,586
6.400% due 8/15/2019		141,000		162,841
6.750% due 8/15/2019		671,000		793,086

Best Buy Co., Inc.
3.750% due 3/15/2016		17,902,000		18,439,060

Biomet, Inc.
6.500% due 8/1/2020		1,500,000		1,627,500

See Notes to Financial Statements.
20

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
Block Financial LLC
5.125% due 10/30/2014	$	250,000	$	254,328

BMC Software, Inc.
7.250% due 6/1/2018		26,928,000		28,139,760

Boston Scientific Corp.
6.250% due 11/15/2015 (b)		3,358,000		3,619,367

Brocade Communications
Systems, Inc.
6.875% due 1/15/2020		70,499,000		74,905,187

CA, Inc.
6.125% due 12/1/2014		1,959,000		2,013,358

Capital One Financial
6.150% due 9/1/2016		300,000		333,038

Carpenter Technology Corp.
6.990% due 4/20/2018		410,000		445,060
7.060% due 5/21/2018		500,000		544,903
7.030% due 5/22/2018		8,000		8,710

Caterpillar Financial
Services Corp.
1.550% due 6/15/2015		100,000		100,267

Centel Capital Corp.
9.000% due 10/15/2019		10,000		11,982

CenterPoint Energy, Inc.
6.850% due 6/1/2015		192,000		203,565

Centrais Eletricas Brasileiras S.A.
6.875% due 7/30/2019 (f)		29,873,000		32,897,641
6.875% due 7/30/2019 (f)		1,345,000		1,481,181
5.750% due 10/27/2021 (f)		6,365,000		6,447,745

Citigroup, Inc.
2.183% due 12/28/2014 (b)		1,050,000		1,051,806
6.010% due 1/15/2015		165,000		170,534
4.875% due 5/7/2015		991,000		1,028,588
5.500% due 2/15/2017		180,000		198,819
4.250% due 12/15/2018 (c)		250,000		252,910
4.000% due 8/11/2020 (c)		433,000		433,145
5.350% due 5/15/2023 (b)(e)		13,000,000		12,415,000

Cliffs Natural Resources Inc.
3.950% due 1/15/2018		6,093,000		6,185,699
5.900% due 3/15/2020		62,822,000		66,570,463
4.800% due 10/1/2020		100,000		99,900
4.875% due 4/1/2021		1,268,000		1,258,323

CNA Financial Corp.
5.850% due 12/15/2014		1,552,000		1,597,051
6.950% due 1/15/2018		605,000		696,160

Colonial Realty LP
6.250% due 6/15/2014		125,000		125,210

Columbia Property Trust
5.875% due 4/1/2018		130,000		137,342

Commercial Net Lease Realty, Inc.
6.250% due 6/15/2014		1,060,000		1,061,908
6.150% due 12/15/2015		443,000		478,145

CommonWealth REIT
5.875% due 9/15/2020		17,772,000		19,473,776

Computer Sciences Corp.
6.500% due 3/15/2018		19,477,000		22,546,536

Continental Resources, Inc.
8.250% due 10/1/2019		10,902,000		11,637,885
7.375% due 10/1/2020		5,593,000		6,236,195

Con-way Inc.
7.250% due 1/15/2018		13,089,000		15,284,706

Countrywide Financial Corp.
5.750% due 6/24/2015 (c)		560,000		569,467
6.250% due 5/15/2016		952,000		1,043,123
5.250% due 5/27/2020		361,000		361,001
6.000% due 8/26/2020 (c)		140,000		140,000

Countrywide Home Loans, Inc.
6.000% due 1/24/2018		1,112,000		1,109,288
5.500% due 5/16/2018		242,000		241,426

Coventry Health Care, Inc.
6.125% due 1/15/2015		1,136,000		1,174,838
5.950% due 3/15/2017		354,000		399,449

See Notes to Financial Statements.
21

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
Darden Restaurants
7.125% due 2/1/2016	$	461,000	$	498,637

Dayton Hudson Corp.
9.520% due 6/10/2015		40,000		42,597

Development Bank of Kazakhstan
6.500% due 6/3/2020 (f)		3,555,000		3,822,336

Diamond Offshore Drilling, Inc.
5.150% due 9/1/2014		25,000		25,287

Discover Financial Services
6.450% due 6/12/2017		590,000		673,196
10.250% due 7/15/2019		11,183,000		14,262,284

Dominion Resources, Inc.
7.500% due 6/30/2066 (b)		18,291,000		19,822,871

Domtar Corp.
9.500% due 8/1/2016		720,000		831,352
10.750% due 6/1/2017		19,809,000		24,720,998

Dow Chemical Co.
2.850% due 5/15/2016		18,000		18,041

Duquesne Light Holdings Inc.
5.500% due 8/15/2015		6,819,000		7,196,814

Embraer Overseas Ltd.
6.375% due 1/24/2017		8,201,000		8,990,346

Endurance Specialty Holdings Ltd.
6.150% due 10/15/2015		6,198,000		6,586,553

Enterprise Products Operating LLC
7.000% due 6/1/2067 (b)		9,490,000		10,035,675
7.034% due 1/15/2068 (b)		1,483,000		1,681,351

Everest Reinsurance Holdings Inc.
6.600% due 5/15/2037 (b)		8,692,000		9,094,005

Expedia, Inc.
7.456% due 8/15/2018		17,549,000		20,825,697
5.950% due 8/15/2020		18,711,000		20,882,673

Fairfax Financial Holdings Ltd.
8.250% due 10/1/2015		1,905,000		2,074,913
7.375% due 4/15/2018		27,541,500		31,475,528
5.800% due 5/15/2021 (f)		12,040,000		13,011,423

Fidelity National Financial, Inc.
6.600% due 5/15/2017		16,009,000		18,117,225

Fidelity National Information
Services, Inc.
7.875% due 7/15/2020		50,174,000		53,485,986

First Horizon National Corp.
5.375% due 12/15/2015		895,000		949,553

First Midwest Bancorp, Inc.
5.875% due 11/22/2016		1,175,000		1,277,580

First Tennessee Bank
5.050% due 1/15/2015		2,757,000		2,826,030
5.650% due 4/1/2016		5,247,000		5,598,334

Ford Motor Credit Co.
3.250% due 6/20/2014		46,000		46,029
1.750% due 9/20/2014		10,000		9,991

Fortune Brands, Inc.
5.375% due 1/15/2016		10,000		10,692

Frontier Oil Corp.
6.875% due 11/15/2018		27,529,000		29,043,095

Gazprom OAO Via Gaz Capital S.A.
8.125% due 7/31/2014 (f)		4,996,000		5,045,960
4.950% due 5/23/2016 (f)		5,000,000		5,214,000
6.212% due 11/22/2016 (f)		7,000,000		7,577,500
8.146% due 4/11/2018 (f)		4,500,000		5,197,500
9.250% due 4/23/2019 (f)		30,596,000		36,944,670
9.250% due 4/23/2019 (f)		12,000,000		14,490,000

GE Capital Trust I
6.375% due 11/15/2067 (b)		19,107,000		21,256,537

See Notes to Financial Statements.
22

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
General Electric Capital Corp.
5.600% due 7/15/2014	$	500,000	$	502,115
5.000% due 8/15/2014		17,000		17,119
5.250% due 6/15/2015		25,000		26,012
5.400% due 6/15/2015		59,000		61,594
5.500% due 8/15/2015		30,000		31,477
5.000% due 4/15/2016		45,000		47,688
6.750% due 4/15/2018		373,000		428,987
6.300% due 5/15/2018		1,790,000		2,037,099
6.000% due 7/15/2018		57,000		65,022
6.000% due 7/15/2018		39,000		43,966
6.375% due 11/15/2067 (b)		52,298,000		58,317,500

Genworth Financial Inc.
5.750% due 6/15/2014		2,643,000		2,647,379
8.625% due 12/15/2016		8,264,000		9,712,059
6.515% due 5/22/2018		17,629,000		20,497,891
7.700% due 6/15/2020		8,418,000		10,377,946
7.200% due 2/15/2021		423,000		514,641

GFI Group Inc.
10.375% due 7/19/2018 (b)		551,000		599,901

GMAC LLC
0.000% due 6/15/2015 (d)		1,250,000		1,214,938

Goldman Sachs Group, Inc.
5.625% due 1/15/2017		565,000		624,548

Great Plains Energy Inc.
6.875% due 9/15/2017		30,000		33,837

Harsco Corp.
5.750% due 5/15/2018		24,634,000		26,589,324

HCP, Inc.
6.000% due 3/1/2015		5,949,000		6,188,673
7.072% due 6/8/2015		714,000		760,225

Hewlett-Packard Co.
5.500% due 3/1/2018		6,498,000		7,387,440

Horace Mann Educators Corp.
6.850% due 4/15/2016		9,223,000		10,067,688

Hospira, Inc.
6.050% due 3/30/2017		13,212,000		14,635,223

Hospitality Properties Trust
5.125% due 2/15/2015		5,476,000		5,521,861
6.300% due 6/15/2016		1,088,000		1,170,832
5.625% due 3/15/2017		12,258,000		13,457,899
6.700% due 1/15/2018		5,002,000		5,658,382

Host Hotels & Resorts LP
5.875% due 6/15/2019		3,795,000		4,098,775
6.000% due 11/1/2020		1,046,000		1,144,847

HRPT Properties Trust
6.400% due 2/15/2015		215,000		217,226
5.750% due 11/1/2015		495,000		513,131
6.250% due 8/15/2016		3,955,000		4,204,675
6.250% due 6/15/2017		5,458,000		5,879,128
6.650% due 1/15/2018		33,283,000		36,496,108

HSBC Finance Corp.
1.900% due 6/15/2014		20,000		20,004
2.000% due 7/15/2014		40,000		40,009
5.000% due 7/15/2014		20,000		20,072
5.250% due 7/15/2014		43,000		43,169
5.500% due 7/15/2014		90,000		90,378
4.500% due 8/15/2014		236,000		237,273
6.000% due 8/15/2014		562,000		567,124
6.000% due 8/15/2014		86,000		86,791
4.600% due 9/15/2014		64,000		64,524
4.700% due 9/15/2014		17,000		17,176
5.650% due 9/15/2014		163,000		164,934
5.700% due 9/15/2014		125,000		126,662
5.800% due 9/15/2014		185,000		187,216
5.850% due 9/15/2014		347,000		350,774
5.650% due 10/15/2014		75,000		76,182
5.650% due 10/15/2014		5,000		5,076
5.750% due 10/15/2014		283,000		287,721
5.350% due 11/15/2014		59,000		60,079
4.000% due 1/15/2015		15,000		15,213
4.950% due 2/15/2015		27,000		27,710
4.000% due 3/15/2015		38,000		38,797
4.050% due 3/15/2015		5,000		5,076
3.800% due 4/15/2015		20,000		20,421
3.700% due 6/15/2015		10,000		10,179
5.600% due 2/15/2018		250,000		278,887

Ingersoll-Rand PLC
4.750% due 5/15/2015		23,000		23,912

See Notes to Financial Statements.
23

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
Ingram Micro Inc.
5.250% due 9/1/2017	$	1,000,000	$	1,085,480

International Game Technology
7.500% due 6/15/2019		598,000		706,019

Jabil Circuit, Inc.
7.750% due 7/15/2016		779,000		884,165
8.250% due 3/15/2018		49,739,000		59,189,410

John Hancock Life Ins. Co.
5.450% due 9/15/2015		201,000		208,966
5.450% due 10/15/2015		29,000		30,258
5.500% due 11/15/2015		75,000		78,326
5.250% due 12/15/2015		25,000		26,058
5.500% due 12/15/2015		25,000		26,152
5.000% due 4/15/2016		60,000		62,624

JPMorgan Chase & Co.
7.900% due 4/30/2018 (b)(e)		64,703,000		72,952,632
5.250% due 5/15/2018		65,000		65,011
5.250% due 3/15/2019		20,000		19,912

Lexmark International, Inc.
6.650% due 6/1/2018		3,370,000		3,869,512

LG&E and KU Energy LLC
2.125% due 11/15/2015 (f)		150,000		152,336

Liberty Property LP
5.650% due 8/15/2014		36,000		36,334
5.125% due 3/2/2015		58,000		59,922

Lincoln National Corp.
7.000% due 5/17/2066 (b)		8,000,000		8,320,000

Manufacturers & Traders
Trust Co.
5.585% due 12/28/2020 (b)		347,000		363,058

Marriott International, Inc.
5.810% due 11/10/2015		373,000		398,588

Masco Corp.
4.800% due 6/15/2015		3,653,000		3,789,987
6.125% due 10/3/2016		4,502,000		4,952,200
5.850% due 3/15/2017		3,675,000		4,051,687
6.625% due 4/15/2018		13,209,000		14,860,125
7.125% due 3/15/2020		1,440,000		1,684,800

Maytag Corp.
5.000% due 5/15/2015		200,000		207,739

MBIA Inc.
6.400% due 8/15/2022		56,241,000		56,803,410

MBNA Corp.
5.000% due 6/15/2015		900,000		939,591

Merrill Lynch & Co.
5.000% due 1/15/2015		343,000		352,448
5.300% due 9/30/2015		1,712,000		1,813,854
6.050% due 5/16/2016		3,000,000		3,276,036
6.400% due 8/28/2017		3,048,000		3,495,943
6.875% due 4/25/2018		233,000		275,824
6.500% due 7/15/2018		2,668,000		3,127,438
6.875% due 11/15/2018		2,316,000		2,773,665
8.400% due 11/1/2019		310,000		376,280

Midcontinent Express Pipeline LLC
6.700% due 9/15/2019 (f)		4,665,000		5,083,371

Morgan Stanley
4.200% due 11/20/2014		496,000		504,910
6.000% due 4/28/2015		3,753,000		3,933,632
4.000% due 7/24/2015		200,000		207,407
5.375% due 10/15/2015		1,000,000		1,062,942
5.750% due 10/18/2016		2,178,000		2,406,995
6.250% due 8/28/2017		1,045,000		1,194,732
5.950% due 12/28/2017		2,933,000		3,344,893
6.625% due 4/1/2018		10,152,000		11,889,809
7.300% due 5/13/2019		4,020,000		4,912,247
6.250% due 7/8/2019 (c)		182,000		187,194
5.625% due 9/23/2019		400,000		460,473
5.500% due 1/26/2020		10,000		11,413
3.500% due 10/15/2020 (c)		3,188,000		3,190,605

See Notes to Financial Statements.
24

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
Mylan Inc.
7.875% due 7/15/2020 (f)	$	3,600,000	$	4,007,207

NASDAQ OMX Group, Inc.
4.000% due 1/15/2015		250,000		255,140

National City Bank of Indiana
4.250% due 7/1/2018		200,000		217,061

National Retail Properties Inc.
6.875% due 10/15/2017		2,273,000		2,647,202

National Rural Utilities
2.450% due 2/15/2015		20,000		20,062
7.200% due 10/1/2015		30,000		32,260

NationsBank Corp.
7.750% due 8/15/2015		2,251,000		2,429,684

NET Servicos de
Comunicacao S.A.
7.500% due 1/27/2020		50,810,000		54,811,287

NIPSCO Capital Markets, Inc.
7.860% due 3/27/2017		96,000		109,198

NiSource Finance Corp.
5.400% due 7/15/2014		232,000		233,308

Northern Indiana Public
Service Co.
7.590% due 6/12/2017		182,000		207,391

Odyssey Re Holdings Corp.
6.875% due 5/1/2015		47,000		49,407

Ohio Casualty Corp.
7.300% due 6/15/2014		673,000		674,349

Omega Healthcare Investors, Inc.
6.750% due 10/15/2022		15,000,000		16,237,500

Oversea-Chinese Banking
Corp. Ltd.
4.250% due 11/18/2019 (b)(f)		6,560,000		6,636,804

Owens Corning
6.500% due 12/1/2016		3,372,000		3,766,278

Pemex Project Funding
Master Trust
9.250% due 3/30/2018		20,000		24,071

Petrobras Energia S.A.
5.875% due 5/15/2017 (f)		13,500,000		14,175,000
5.875% due 5/15/2017 (f)		24,549,000		25,776,450

Petrobras Int’l. Finance Co.
8.375% due 12/10/2018		120,000		142,650
7.875% due 3/15/2019		17,430,000		20,371,312
5.750% due 1/20/2020		10,070,000		10,724,550
5.375% due 1/27/2021		250,000		259,563

Petrohawk Energy Corp.
7.250% due 8/15/2018		41,891,000		43,985,550
6.250% due 6/1/2019		5,391,000		5,833,062

Pitney Bowes Inc.
5.000% due 3/15/2015		865,000		891,973
5.750% due 9/15/2017		11,000		12,382
6.250% due 3/15/2019		918,000		1,059,751
5.250% due 1/15/2037		754,000		824,220

Plains Exploration &
Production Co.
6.125% due 6/15/2019		3,108,000		3,422,685
7.625% due 4/1/2020		10,348,000		11,331,060
6.500% due 11/15/2020		16,377,000		18,178,470
6.625% due 5/1/2021		9,218,000		10,278,070
6.750% due 2/1/2022		21,615,000		24,262,837
6.875% due 2/15/2023		3,641,000		4,137,086

Platinum Underwriters
Finance, Inc.
7.500% due 6/1/2017		15,178,000		17,013,096

PNC Financial Services Group
6.750% due 8/1/2021 (b)(e)		34,389,000		37,913,872

PNC Funding Corp.
5.250% due 11/15/2015		352,000		374,555

PNM Resources Inc.
9.250% due 5/15/2015		2,599,000		2,803,723

See Notes to Financial Statements.
25

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
PPL Energy Supply, LLC
5.400% due 8/15/2014	$	15,000	$	15,145
6.500% due 5/1/2018		38,402,000		43,070,685

Principal Life Income
Funding Trusts
3.006% due 4/1/2016 (b)		50,000		51,493

Prologis, Inc.
6.250% due 3/15/2017		245,000		274,609
6.875% due 3/15/2020		69,000		83,488

Protective Life Corp.
4.875% due 11/1/2014		820,000		831,929

Provident Cos., Inc.
7.000% due 7/15/2018		1,057,000		1,221,332

Prudential Financial, Inc.
6.200% due 1/15/2015		1,100,000		1,139,276
5.000% due 3/16/2015		142,000		146,009
5.250% due 5/15/2015		15,000		15,529
8.875% due 6/15/2038 (b)		31,958,000		39,148,550

Prudential PLC
11.750% due 12/23/2014
(b)(e)(f)		29,368,000		30,909,820

QVC Inc.
7.375% due 10/15/2020 (f)		2,290,000		2,466,403

Qwest Corp.
7.500% due 10/1/2014		1,538,000		1,570,284

R.R. Donnelley & Sons Co.
5.500% due 5/15/2015		3,314,000		3,421,705
8.600% due 8/15/2016		327,000		372,780
6.125% due 1/15/2017		1,669,000		1,819,210

Regions Bank / Birmingham AL
7.500% due 5/15/2018		15,723,000		18,720,433

Regions Financial Corp.
7.750% due 11/10/2014		8,854,000		9,119,655
5.750% due 6/15/2015		3,846,000		4,034,569

Reinsurance Group of
America, Inc.
6.750% due 12/15/2065 (b)		33,768,000		34,274,520

Rogers Communications Inc.
6.750% due 3/15/2015		6,000		6,291

Russian Agricultural Bank
OJSC via RSHB Capital S.A.
5.298% due 12/27/2017 (f)		10,000,000		10,138,000
7.750% due 5/29/2018 (f)		5,000,000		5,453,500

Russian Railways via RZD
Capital PLC
5.739% due 4/3/2017 (f)		4,120,000		4,369,178
5.700% due 4/5/2022 (f)		9,200,000		9,418,500

Seagate HDD Cayman
6.875% due 5/1/2020		52,136,000		56,567,560
7.000% due 11/1/2021		6,127,000		6,977,121

Security Benefit Life Insurance
8.750% due 5/15/2016 (f)		8,000,000		8,799,896

Seminole Indian Tribe of Florida
8.030% due 10/1/2020 (f)		37,500,000		41,625,000

SESI LLC
6.375% due 5/1/2019		6,601,000		7,038,316
7.125% due 12/15/2021		23,857,000		26,958,410

Skyway Concession Co. LLC
0.514% due 6/30/2017 (b)(f)		16,575,000		15,642,656

SL Green Realty Corp.
5.000% due 8/15/2018		16,215,000		17,722,703

SLM Corp.
3.506% due 6/2/2014 (b)		70,000		70,000
5.050% due 11/14/2014		142,000		144,485
2.876% due 12/15/2014 (b)		444,000		442,886
5.000% due 3/15/2015 (c)		11,000		11,000
5.000% due 4/15/2015		448,000		462,000
3.076% due 9/15/2015 (b)		90,000		90,097
5.000% due 9/15/2015		55,000		55,004
5.000% due 9/15/2015		140,000		140,010
5.000% due 9/15/2015		46,000		46,003
5.250% due 9/15/2015		75,000		75,013
3.176% due 12/15/2015 (b)		128,000		129,932

See Notes to Financial Statements.
26

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
SLM Corp. (continued)
5.150% due 3/15/2017	$	3,085,000	$	3,069,575
4.800% due 6/15/2017 (c)		59,000		57,990
5.100% due 6/15/2017 (c)		35,000		34,690
4.700% due 12/15/2017 (c)		33,000		32,103
5.250% due 3/15/2018		5,000		4,933
5.450% due 3/15/2018		74,000		73,500
5.600% due 3/15/2018		30,000		29,944
5.000% due 6/15/2018		168,000		167,707
5.600% due 6/15/2018		29,000		28,866
8.450% due 6/15/2018		9,790,000		11,527,725
5.200% due 12/15/2018 (c)		30,000		29,212
5.450% due 12/15/2018 (c)		46,000		45,240
5.250% due 3/15/2019		42,000		40,793
5.500% due 3/15/2019		800,000		785,330
5.900% due 3/15/2019 (c)		30,000		29,921
6.000% due 3/15/2019 (c)		110,000		110,056
6.000% due 3/15/2019 (c)		61,000		61,031
6.200% due 3/15/2019 (c)		44,000		44,026
6.250% due 3/15/2019 (c)		20,000		20,012
6.600% due 3/15/2019 (c)		375,000		375,287
5.190% due 4/24/2019		731,000		725,822
3.376% due 5/3/2019 (b)		217,000		206,274
5.000% due 6/15/2019		158,000		151,267
5.000% due 6/15/2019		48,000		45,954
5.150% due 6/15/2019		11,000		10,587
6.000% due 6/15/2019		25,000		24,939
6.000% due 6/15/2019		94,000		93,772
5.500% due 9/15/2019		5,000		4,839
6.000% due 9/15/2019		43,000		42,552
8.000% due 3/25/2020		20,888,000		24,125,640
6.000% due 9/15/2020 (c)		15,000		14,357
6.250% due 9/15/2020 (c)		154,000		149,269
6.500% due 12/15/2020 (c)		71,000		71,036
6.750% due 12/15/2020 (c)		306,000		302,391
6.750% due 12/15/2020 (c)		95,000		93,879
6.000% due 6/15/2021 (c)		67,000		65,926
6.000% due 6/15/2021		40,000		39,752
6.000% due 6/15/2021		251,000		249,482
6.000% due 6/15/2021		381,000		378,695
6.150% due 6/15/2021		271,000		270,561
6.150% due 6/15/2021		152,000		151,754
7.000% due 6/15/2021 (c)		194,000		192,058
7.250% due 1/25/2022		805,000		889,525
5.400% due 4/25/2023 (c)		70,000		64,717

StanCorp Financial Group, Inc.
6.900% due 6/1/2067 (b)		7,762,000		8,072,480

Standard Chartered PLC
4.000% due 7/12/2022 (b)(f)		37,273,000		38,508,302

Stanley Black & Decker Inc.
5.750% due 12/15/2053 (b)		32,733,000		35,392,556

State Bank of India/London
4.125% due 8/1/2017 (f)		9,500,000		9,944,296

Steelcase Inc.
6.375% due 2/15/2021		787,000		908,854

Sunoco, Inc.
4.875% due 10/15/2014		2,608,000		2,643,719
9.625% due 4/15/2015		6,466,000		6,941,303

SunTrust Bank
5.000% due 9/1/2015		690,000		725,302
5.450% due 12/1/2017		51,000		56,764

Susa Partnership L.P.
8.200% due 6/1/2017		16,000		18,883
7.450% due 7/1/2018		130,000		153,358

Tech Data Corp.
3.750% due 9/21/2017		4,301,000		4,519,142

Telecom Italia
6.175% due 6/18/2014		1,805,000		1,805,000
6.999% due 6/4/2018		18,868,000		21,745,370
7.175% due 6/18/2019		1,480,000		1,714,950

Texas Gas Transmission, LLC
4.600% due 6/1/2015		710,000		736,682

Textron Financial Corp.
5.125% due 8/15/2014		428,000		431,315
6.200% due 3/15/2015		1,592,000		1,661,457

Transatlantic Holdings, Inc.
5.750% due 12/14/2015		2,590,000		2,779,422

See Notes to Financial Statements.
27

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
Transocean Inc.
6.000% due 3/15/2018	$	8,188,000	$	9,235,114
7.375% due 4/15/2018		26,000		30,225

UDR, Inc.
5.250% due 1/15/2015		690,000		709,245

Union Electric Co.
4.750% due 4/1/2015		15,000		15,497

Unitrin, Inc.
6.000% due 11/30/2015		10,197,000		10,918,999
6.000% due 5/15/2017		9,526,000		10,568,478

Unum Group
7.125% due 9/30/2016		2,200,000		2,509,164

URS Corp.
3.850% due 4/1/2017		7,893,000		8,250,363

Warner Chilcott Co. LLC
7.750% due 9/15/2018		49,463,000		52,245,294

Washington Real Estate
Investment Trust
5.350% due 5/1/2015		72,000		74,692

Wells Fargo & Co.
7.980% due 3/15/2018 (b)(e)		64,181,000		73,086,114

Western Union Co.
5.930% due 10/1/2016		33,095,000		36,489,488

Westinghouse Credit
8.875% due 6/14/2014		93,000		93,214

Westvaco Corp.
7.650% due 3/15/2027		248,000		276,776
7.500% due 6/15/2027		803,000		898,123

Weyerhaeuser Co.
6.950% due 8/1/2017		195,000		226,557

White Mountains Re Group, Ltd.
6.375% due 3/20/2017 (f)		9,496,000		10,573,264

Willis N.A. Inc.
6.200% due 3/28/2017		2,035,000		2,246,209

WPP Finance UK
5.875% due 6/15/2014		505,000		505,800

Wyndham Worldwide
6.000% due 12/1/2016		2,615,000		2,917,556
5.750% due 2/1/2018		2,035,000		2,217,318

Wynn Las Vegas LLC
7.875% due 5/1/2020		4,648,000		5,066,320
7.750% due 8/15/2020		61,970,000		68,012,075

XL Group PLC
6.500% due 4/15/2017 (b)(e)		74,235,000		73,585,444

ZFS Finance USA Trust II
6.450% due 12/15/2065 (b)(f)		5,000,000		5,400,000

Zions Bancorporation
7.750% due 9/23/2014		17,415,000		17,758,337
4.000% due 6/20/2016		60,000		62,776
3.050% due 2/15/2017		3,700,000		3,728,475
4.500% due 3/27/2017		1,125,000		1,200,990

Total Corporate Bonds				2,869,582,528

Federal Agency Mortgage-
Backed Securities - 0.0%
Fannie Mae
6.000% due 8/1/2014,
Pool #25-5434F		645		649
7.000% due 7/1/2015,
Pool #53-5461F		1,638		1,668
8.000% due 9/1/2015,
Pool #53-5460F		3,572		3,652
6.500% due 1/1/2019,
Pool #76-9194F		42,027		44,559
6.000% due 10/1/2037,
Pool #88-8736F		228,458		249,569
6.000% due 3/1/2038,
Pool #25-7134F		161,333		176,382

Freddie Mac
4.500% due 5/1/2018,
Pool #P1-0032		29,925		30,705
6.500% due 12/1/2018,
Pool #C9-0241		29,781		33,570

See Notes to Financial Statements.
28

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Principal
	Amount		Value
BONDS (continued)

Federal Agency Mortgage-Backed
Securities (continued)
Freddie Mac (continued)
6.000% due 11/1/2021,
Pool #G1-2449	$	50,140	$	54,303
6.000% due 2/1/2022,
Pool #G1-2758		96,078		106,031

Ginnie Mae
5.500% due 6/15/2017,
Pool #58-4476X		1,223		1,285
5.500% due 7/20/2018,
Pool #00-3411M		9,835		10,407
7.000% due 5/15/2033,
Pool #78-2071X		44,943		53,255
5.500% due 6/20/2038,
Pool #00-4163M		36,643		39,378

Total Federal Agency
Mortgage-Backed Securities				805,413

Sovereign Bonds - 0.0%
South Africa Gov’t. Int’l. Bond
6.500% due 6/2/2014		37,000		37,000

Total Sovereign Bonds				37,000

Taxable Municipal Bonds - 2.1%
California Earthquake Authority
6.169% due 7/1/2016		885,000		912,727

Casino Reinvestment
Development Authority NJ
5.340% due 6/1/2020		3,195,000		3,388,553

City of Cleveland OH Airport
System Revenue
5.239% due 1/1/2017		650,000		675,285

City of Detroit MI Water Supply
System Revenue
3.607% due 7/1/2016		500,000		499,245

County of Reeves TX
Certs. of Participation
5.150% due 12/1/2014		55,000		55,168
4.250% due 12/1/2015		10,000		10,152
6.150% due 12/1/2015		955,000		1,001,279
7.000% due 12/1/2015		10,000		10,608
5.000% due 12/1/2016		50,000		52,054

County of Reeves TX Certs.
of Participation (continued)
6.000% due 12/1/2016		75,000		78,113
5.000% due 12/1/2017		45,000		46,917
6.250% due 12/1/2017		20,000		20,809
7.400% due 12/1/2017		160,000		169,123
5.625% due 12/1/2018		25,000		26,571
6.500% due 12/1/2018		125,000		130,010
7.500% due 12/1/2018		35,000		36,906
6.750% due 12/1/2019		615,000		635,892
6.125% due 12/1/2020		375,000		403,095
6.875% due 12/1/2020		340,000		352,954
6.375% due 12/1/2021		45,000		48,621
7.000% due 12/1/2021		330,000		342,246
7.700% due 12/1/2021		3,200,000		3,350,752

Garza County TX Public
Facility Corp.
6.200% due 10/1/2020		1,540,000		1,616,353

Harris County-Houston TX
Sports Authority
6.500% due 11/15/2016		205,000		209,147

IPS Multi-School
Building Corp. IN
3.890% due 7/15/2017		1,130,000		1,164,928

Kentucky Economic Development
Finance Authority
7.000% due 12/1/2021		135,000		137,186

Lancaster PA Parking Authority
5.760% due 12/1/2017		520,000		545,834

LL & P Wind Energy, Inc. WA
5.733% due 12/1/2017 (f)		865,000		881,712
5.983% due 12/1/2022 (f)		7,295,000		7,412,741

Los Angeles CA Community
College District
4.760% due 8/1/2015		40,000		40,234

Memphis TN Health
Educational & Housing
Facility Board
4.500% due 3/1/2018		280,000		277,228

See Notes to Financial Statements.
29

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2014

	Principal
	Amount		Value
BONDS (continued)

Taxable Municipal Bonds (continued)
New Jersey Economic
Development Authority
5.000% due 6/15/2017 (f)	$	925,000	$	943,065

Pontotoc County OK Educational
Facilities Authority
4.119% due 9/1/2023		395,000		404,958

Puerto Rico Commonwealth
Gov’t. Development Bank
4.704% due 5/1/2016		24,080,000		20,352,657
3.875% due 2/1/2017		8,000,000		6,476,080
4.375% due 2/1/2019		12,395,000		8,676,500

San Luis AZ Facility
Development Corp.
5.700% due 5/1/2020		850,000		851,445
5.900% due 5/1/2021		980,000		982,313
6.200% due 5/1/2022		1,035,000		1,036,749

Willacy County TX Local
Gov’t. Corp.
7.800% due 12/1/2028		1,470,000		1,559,376

Willacy County TX Public
Facility Corp
5.000% due 12/1/2015		1,230,000		1,268,536
6.000% due 12/1/2016		1,330,000		1,416,862
6.000% due 12/1/2017		390,000		419,722

Total Taxable
Municipal Bonds				68,920,706

Tax-Exempt Municipal
Bonds - 0.3%
Harris County-Houston TX
Sports Authority
0.000% due 11/15/2019 (d)		11,680,000		8,706,038
0.000% due 11/15/2020 (d)		65,000		45,845

Total Tax-Exempt
Municipal Bonds				8,751,883

TOTAL BONDS
(COST $3,132,220,794)				3,175,670,275

	Principal
	Amount or
	Shares
SHORT-TERM INVESTMENTS - 1.4%
Money Market Funds - 0.6%
Fidelity Money Market Portfolio
Class I, 0.048% (a)		18,205,196		18,205,196

Total Money Market Funds				18,205,196

United States Government &
Agency Issues - 0.8%
U.S. Treasury Bills
0.001% due 6/5/2014 (b)		25,000,000		24,999,997

Total United States Government
& Agency Issues				24,999,997

TOTAL SHORT-TERM INVESTMENTS
(COST $43,205,193)				43,205,193

TOTAL INVESTMENTS - 99.1%
(COST $3,175,425,987)				3,218,875,468

NET OTHER ASSETS AND
LIABILITIES - 0.9%				30,269,763

NET ASSETS - 100.0%			$	3,249,145,231

	(a)	Represents the 7-day yield at May 31, 2014.
	(b)	Rate shown represents the current coupon rate at May 31, 2014.
	(c)	Security is a “step-up” bond where the coupon increases or steps up at a predetermined date.
	(d)	Zero-coupon security.
	(e)	Perpetual maturity; date shown represents next contractual call date.
	(f)	Security subject to restrictions on resale under federal securities laws and which therefore may only be resold upon registration under the Securities Act of 1933, as amended, or in transactions exempt from registration, including sales to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. It has been deemed liquid under guidance approved by the Board.

	PLC:	Public Limited Company
	S.A.:	Generally designates corporations in various countries, mostly those employing the civil law.

See Notes to Financial Statements.
30

FUND EXPENSE EXAMPLES (Unaudited)

May 31, 2014

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, 2013 to May 31, 2014.

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*
	12/01/13	05/31/14	12/01/13-05/31/14
Thompson LargeCap Fund
Actual	$1,000.00	$1,060.27	$5.91
Hypothetical (5% return before expenses)	$1,000.00	$1,019.27	$5.79
Thompson MidCap Fund
Actual	$1,000.00	$1,060.72	$6.68
Hypothetical (5% return before expenses)	$1,000.00	$1,018.52	$6.54
Thompson Bond Fund
Actual	$1,000.00	$1,027.06	$3.69
Hypothetical (5% return before expenses)	$1,000.00	$1,021.36	$3.68

*	Expenses are equal to the annualized [net] expense ratio for each Fund (LargeCap Fund: 1.15%; MidCap Fund: 1.30%; and Bond Fund: 0.73%), 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.
31

STATEMENTS OF ASSETS AND LIABILITIES (Unaudited)

May 31, 2014 (In thousands, except per share amounts)

	LARGECAP				MIDCAP				BOND
	FUND				FUND				FUND
ASSETS
Total investments in securities, at value (Cost $102,371, $31,232 and
$3,175,426, respectively)		$	124,658			$	37,888			$	3,218,875
Due from sale of securities			287				–				10,149
Receivable from fund shares sold			3				50				36,428
Dividends and interest receivable⁽¹⁾			268				38				46,919
Prepaid expenses			19				15				145
Total Assets			125,235				37,991				3,312,516
LIABILITIES
Due on purchase of securities			–				–				57,516
Payable for fund shares redeemed			113				–				3,806
Line of credit			140				–				–
Accrued expenses payable			37				29				242
Due to Advisor			105				29				1,807
Total Liabilities			395				58				63,371
NET ASSETS		$	124,840			$	37,933			$	3,249,145
Net Assets consist of:
Capital stock ($.001 par value)		$	164,592			$	29,018			$	3,170,466
Undistributed net investment income (loss)			240				(6	)			29,120
Accumulated net realized gain (loss) on investments			(62,279	)			2,265				6,110
Net unrealized appreciation on investments			22,287				6,656				43,449
Net Assets		$	124,840			$	37,933			$	3,249,145
Shares of capital stock outstanding (unlimited shares authorized)			2,530				2,831				270,577
Offering and redemption price/Net asset value per share		$	49.35			$	13.40			$	12.01


⁽¹⁾Net of foreign withholding taxes		$	3			$	–			$	–

See Notes to Financial Statements.
32

STATEMENTS OF OPERATIONS (Unaudited)

Six-Month Period Ended May 31, 2014 (In thousands)

	LARGECAP				MIDCAP				BOND
	FUND				FUND				FUND
Investment income
Dividends⁽¹⁾		$	1,056			$	228			$	2
Interest			–				–				65,684
			1,056				228				65,686
Expenses
Investment advisory fees			579				181				8,132
Shareholder servicing costs			53				22				930
Administrative & accounting services fees			60				26				383
Custody fees			7				4				114
Federal & state registration			18				18				69
Directors fees			11				9				52
Professional fees			19				18				36
Other expenses			15				4				208
Total expenses			762				282				9,924
Less expenses reimbursed by Advisor			(54	)			(48	)			–
Net expenses			708				234				9,924
Net investment income (loss)			348				(6	)			55,762
Net realized gain on investments			5,574				2,418				6,666
Net unrealized appreciation (depreciation) on investments			1,980				(51	)			19,781
Net gain on investments			7,554				2,367				26,447
Net increase in net assets resulting from operations		$	7,902			$	2,361			$	82,209


⁽¹⁾Net of foreign withholding taxes		$	3			$	–			$	–

See Notes to Financial Statements.
33

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, 2014				November 30,				May 31, 2014				November 30,				May 31, 2014				November 30,
	(Unaudited)				2013				(Unaudited)				2013				(Unaudited)				2013
Operations
Net investment income (loss)		$	348			$	506			$	(6	)		$	(6	)		$	55,762			$	66,724
Net realized gain on investments			5,574				15,555				2,418				4,145				6,666				7,031
Net unrealized appreciation
(depreciation) on investments			1,980				17,741				(51	)			5,045				19,781				(17,723	)
Net increase in net assets resulting
from operations			7,902				33,802				2,361				9,184				82,209				56,032
Distributions to Shareholders
Distributions from net
investment income			(472	)			(538	)			–				–				(48,723	)			(57,323	)
Distributions from net realized gains on
securities transactions			–				–				(3,933	)			(2,062	)			(5,802	)			(2,354	)
Total distributions to shareholders			(472	)			(538	)			(3,933	)			(2,062	)			(54,525	)			(59,677	)
Fund Share Transactions
(See Note 4)			(7,388	)			(8,076	)			1,897				5,931				969,399				963,424
Total Increase in Net Assets			42				25,188				325				13,053				997,083				959,779
Net Assets
Beginning of period			124,798				99,610				37,608				24,555				2,252,062				1,292,283
End of period		$	124,840			$	124,798			$	37,933			$	37,608			$	3,249,145			$	2,252,062
Undistributed net investment income
(loss) included in net assets at
end of period		$	240			$	364			$	(6	)		$	–			$	29,120			$	21,532

See Notes to Financial Statements.
34

NOTES TO FINANCIAL STATEMENTS (Unaudited)

May 31, 2014

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 net asset value 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, 2014.

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

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2014

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 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, 2014:

	LargeCap Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Common stocks	$	124,657,120	$	–	$	–	$	124,657,120
Short-term securities		853		–		–		853
Total Assets	$	124,657,973	$	–	$	–	$	124,657,973

	MidCap Fund
Assets	Level 1			Level 2		Level 3		Total
Investment Securities:
Common stocks	$	37,853,098	$	–	$	–	$	37,853,098
Short-term securities		35,088		–		–		35,088
Total Assets	$	37,888,186	$	–	$	–	$	37,888,186

	Bond Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Bonds	$	–	$	3,175,670,275	$	–	$	3,175,670,275
Short-term securities		18,205,196		24,999,997		–		43,205,193
Total Assets	$	18,205,196	$	3,200,670,272	$	–	$	3,218,875,468

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, 2014. 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.

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2014

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.

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2014

LINE OF CREDIT - The Funds have established an unsecured line of credit (“LOC”) with U.S. Bank N.A. which expires November 14, 2014 used primarily to finance redemption payments. Each individual Fund’s borrowing under the LOC is limited to either 5% of the value of that Fund’s total assets or any explicit borrowing limits imposed by the Funds’ Board, whatever is less. As of May 31, 2014, the limits established by the Funds’ Board are: LargeCap Fund - $6,000,000, MidCap Fund - $1,700,000 and Bond Fund - $100,000,000. The 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, 2014.

	Average			Average	Interest
Fund	Balance			Interest Rate	Expense
LargeCap Fund		$	98,577	3.250%		$	1,620
MidCap Fund		$	43,275	3.250%		$	718
Bond Fund		$	21,093	3.250%		$	347

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, 2014, the Funds did not have a liability for unrecognized tax benefits in the accompanying financial statements. Also, the Funds recognized no interest or penalties related to unrecognized tax benefits during the same period. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. Generally, each of the tax years in the four-year period ended November 30, 2013 remains subject to examination by taxing authorities. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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

NOTE 3 - INVESTMENT ADVISORY AND ADMINISTRATIVE AND ACCOUNTING SERVICES AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES
The Investment Advisory Agreement pursuant to which Thompson Investment Management, Inc. (“TIM” or “Advisor”) is retained by the Funds provides for monthly compensation to TIM computed on average daily net assets at the following annual rates:

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

The Advisor is contractually bound to waive management fees and/or reimburse expenses incurred by the Funds through March 31, 2015 so that the annual operating expenses of the Funds do not exceed the following percentages of their respective average daily net assets: LargeCap Fund-1.15%, MidCap Fund-1.30% and Bond Fund-0.80%. For the six-month period ended May 31, 2014, the Advisor reimbursed expenses incurred by the LargeCap Fund and the MidCap Fund in the amounts of $53,567 and $48,408, respectively. The Funds are not obligated to reimburse the Advisor for any fees or expenses waived in previous fiscal years.

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2014

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, 2014 in the following amounts:

	Administrative &
	Accounting Fees Paid
LargeCap Fund		$	18,445
MidCap Fund		$	16,757
Bond Fund		$	139,063

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, 2014, the amounts reimbursed by the Funds to the Advisor were:

	Intermediary
	Fees Reimbursed
LargeCap Fund		$	14,477
MidCap Fund		$	1,991
Bond Fund		$	472,773

As of May 31, 2014, retirement plan investments by certain employees of the Advisor represent 5.71% of the net assets of the MidCap Fund.

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2014

NOTE 4 - FUND SHARE TRANSACTIONS (in thousands)
Transactions in shares of the Funds were as follows:

	Six-Month Period Ended						Year Ended
	May 31, 2014 (Unaudited)						November 30, 2013
	Shares		Dollars				Shares			Dollars
LargeCap Fund
Shares sold	52			$	2,447		323			$	13,589
Shares issued in reinvestment of dividends	10				460		14				517
Shares issued in reinvestment of realized gains	–				–		–				–
Shares redeemed	(217	)			(10,295	)	(559	)			(22,182	)
Net decrease	(155	)		$	(7,388	)	(222	)		$	(8,076	)

MidCap Fund
Shares sold	209			$	2,718		488			$	6,084
Shares issued in reinvestment of dividends	–				–		–				–
Shares issued in reinvestment of realized gains	315				3,919		195				2,058
Shares redeemed	(372	)			(4,740	)	(181	)			(2,211	)
Net increase	152			$	1,897		502			$	5,931

Bond Fund
Shares sold	105,024			$	1,248,694		144,318		$	1,716,983
Shares issued in reinvestment of dividends	3,901				45,984		4,549				53,604
Shares issued in reinvestment of realized gains	471				5,520		188				2,229
Shares redeemed	(27,850	)			(330,799	)	(68,208	)			(809,392	)
Net increase	81,546			$	969,399		80,847			$	963,424

NOTE 5 - PURCHASE AND SALE OF SECURITIES
Investment transactions for the six-month period ended May 31, 2014 were as follows:

	Securities other than U.S.
	Government and Short-term
	Investments				U.S. Government Securities
	Purchases		Sales		Purchases		Sales
LargeCap Fund	$	14,283,906	$	21,735,762	$	–	$	–
MidCap Fund	$	7,065,327	$	9,171,436	$	–	$	–
Bond Fund	$	1,198,424,300	$	80,641,040	$	188,038,228	$	33,972,922

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2014

NOTE 6 - INCOME TAX INFORMATION
At May 31, 2014, the investment cost and aggregate unrealized appreciation and depreciation on investments for federal income tax purposes were as follows:

	LargeCap Fund				MidCap Fund				Bond Fund
Federal tax cost		$	102,693,101			$	31,374,494		$	3,175,426,336

Unrealized appreciation		$	23,849,645			$	7,446,773		$	71,425,549
Unrealized depreciation			(1,884,773	)			(933,081	)		(27,976,417	)
Net unrealized appreciation (depreciation)		$	21,964,872			$	6,513,692		$	43,449,132

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, 2014 (unaudited) are:

	LargeCap Fund			MidCap Fund			Bond Fund
Ordinary income distributions		$	472,077		$	246,171	$	48,722,949
Long-term capital gains distributions		$	–		$	3,687,221	$	5,801,616

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

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

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

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, 2014			Year Ended November 30,
	(Unaudited)			2013		2012		2011		2010		2009
LARGECAP FUND

Net Asset Value, Beginning of Period		$46.47		$34.27		$30.07		$29.20		$27.04		$19.75
Income from Investment Operations
Net investment income		0.14		0.19		0.18		0.08		0.01		0.07
Net realized and unrealized gains
on investments and options		2.92		12.20		4.13		0.80		2.20		7.51
Total from Investment Operations		3.06		12.39		4.31		0.88		2.21		7.58
Less Distributions
Distributions from net investment income		(0.18	)	(0.19	)	(0.11	)	(0.01	)	(0.05	)	(0.29	)
Distributions from net realized gains		–		–		–		–		–		–
Total Distributions		(0.18	)	(0.19	)	(0.11	)	(0.01	)	(0.05	)	(0.29	)

Net Asset Value, End of Period		$49.35		$46.47		$34.27		$30.07		$29.20		$27.04

Total Return		6.60%	(a)	36.33%		14.37%		3.02%		8.17%		38.88%

Ratios/Supplemental Data
Net assets, end of period (millions)		$124.8		$124.8		$99.6		$104.1		$125.8		$144.1
Ratios to average net assets:
Ratio of expenses		1.15%	(b)	1.21%		1.31%		1.31%		1.36%		1.54%
Ratio of expenses without reimbursement		1.24%	(b)	1.22%		1.31%		1.31%		1.36%		1.54%
Ratio of net investment income		0.57%	(b)	0.46%		0.47%		0.24%		0.05%		0.32%
Ratio of net investment income
without reimbursement		0.48%	(b)	0.45%		0.47%		0.24%		0.05%		0.32%
Portfolio turnover rate		12%	(a)	38%		30%		40%		37%		63%

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

See Notes to Financial Statements.
42

FINANCIAL HIGHLIGHTS (Continued)

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

	Six-Month
	Period Ended
	May 31, 2014					Year Ended November 30,
	(Unaudited)					2013			2012			2011			2010			2009
MIDCAP FUND

Net Asset Value, Beginning of Period			$14.04			$11.28			$11.15			$11.36			$9.39			$6.18
Income from Investment Operations
Net investment income			–			–			–			–			–			0.01
Net realized and unrealized gains
on investments			0.83			3.71			1.38			0.44			2.02			3.25
Total from Investment Operations			0.83			3.71			1.38			0.44			2.02			3.26
Less Distributions
Distributions from net investment income			–			–			–			–			–	(a)		(0.05	)
Distributions from net realized gains			(1.47	)		(0.95	)		(1.25	)		(0.65	)		(0.05	)		–
Total Distributions			(1.47	)		(0.95	)		(1.25	)		(0.65	)		(0.05	)		(0.05	)

Net Asset Value, End of Period			$13.40			$14.04			$11.28			$11.15			$11.36			$9.39

Total Return		6.72%		(b)	35.65%			14.41%				3.69%		21.71%			53.04%

Ratios/Supplemental Data
Net assets, end of period (millions)		$37.9				$37.6			$24.6			$17.6			$15.7			$9.6
Ratios to average net assets:
Ratio of expenses		1.30%		(c)		1.30%			1.30%			1.30%			1.30%			1.30%
Ratio of expenses without reimbursement		1.57%		(c)		1.63%			1.83%			1.96%			2.34%			4.21%
Ratio of net investment income (loss)		(0.04%		)(c)	(0.02%		)	(0.03%		)	(0.19%		)	(0.09%		)		0.12%
Ratio of net investment loss
without reimbursement		(0.30%		)(c)	(0.35%		)	(0.56%		)	(0.85%		)	(1.14%		)	(2.79%		)
Portfolio turnover rate			19%	(b)		47%			44%			47%			39%			61%

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

See Notes to Financial Statements.
43

FINANCIAL HIGHLIGHTS (Continued)

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

	Six-Month
	Period Ended
	May 31, 2014				Year Ended November 30,
	(Unaudited)				2013			2012			2011		2010			2009
BOND FUND

Net Asset Value, Beginning of Period		$11.91			$11.95			$11.33			$11.54		$11.16			$9.24
Income from Investment Operations
Net investment income		0.23			0.41			0.41			0.42		0.34			0.63
Net realized and unrealized gains (losses)
on investments		0.13			(0.03	)		0.67	(a)		(0.17	)(a)	0.46	(a)		2.01
Total from Investment Operations		0.36			0.38			1.08			0.25		0.80			2.64
Less Distributions
Distributions from net investment income		(0.23	)		(0.40	)		(0.43	)		(0.40	)	(0.34	)		(0.72	)
Distributions from net realized gains		(0.03	)		(0.02	)		(0.03	)		(0.06	)	(0.08	)		–
Total Distributions		(0.26	)		(0.42	)		(0.46	)		(0.46	)	(0.42	)		(0.72	)

Net Asset Value, End of Period		$12.01			$11.91			$11.95			$11.33		$11.54			$11.16

Total Return		3.07%	(b)		3.24%			9.70%			2.16%		7.33%		30.05%

Ratios/Supplemental Data
Net assets, end of period (millions)	$3,249.1			$2,252.1			$1,292.3			$656.0			$437.5			$134.2
Ratios to average net assets:
Ratio of expenses		0.73%	(c)		0.74%			0.78%			0.80%		0.80%			0.75%
Ratio of expenses without reimbursement		0.73%	(c)		0.74%			0.78%			0.84%		0.87%			1.20%
Ratio of net investment income		4.12%	(c)		3.73%			3.90%			3.89%		3.52%			6.40%
Ratio of net investment income
without reimbursement		4.12%	(c)	3.73%				3.90%			3.86%		3.44%			5.95%
Portfolio turnover rate		8%	(b)		33%			16%			14%		10%			85%

(a)	Realized and unrealized gains and losses per share are balancing amounts necessary to reconcile the change in net asset value per share in the period. It does not agree to the aggregate gains and losses in the Statement of Operations due to the fluctuation in share transactions.
(b)	Calculated on a non-annualized basis.
(c)	Calculated on an annualized basis.

See Notes to Financial Statements.
44

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.

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. 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, 2014 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.

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

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, 2014.

THOMPSON IM FUNDS, INC.

By:		/s/ John W. Thompson
		John W. Thompson, Chief Executive
		Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 24^th day of July, 2014.

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

By:		/s/ Penny Hubbard
		Penny Hubbard, Chief Financial
		Officer (Principal Financial Officer)

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