Thompson LargeCap Fund (THPGX) N-CSR Certified 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: November 30, 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.
ANNUAL REPORT TO SHAREHOLDERS

NOTE ON FORWARD-LOOKING STATEMENTS

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

1

THOMPSON IM FUNDS, INC.
ANNUAL REPORT TO SHAREHOLDERS

November 30, 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	35-42
Financial highlights	43-45
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	46
DIRECTORS AND OFFICERS	47-48
ADDITIONAL INFORMATION	49-52

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

Please read your Prospectus carefully.

2

LARGECAP FUND INVESTMENT REVIEW (Unaudited)

November 30, 2014

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

Performance

The LargeCap Fund produced a total return of 15.35% for the fiscal year ended November 30, 2014, as compared to its benchmark, the S&P 500 Index, which returned 16.86%.

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

Average Annual Total Returns
Through 11/30/14
	1 Year	3 Year	5 Year	10 Year
Thompson LargeCap Fund	15.35%	21.61%	14.92%	4.42%
S&P 500 Index	16.86%	20.93%	15.96%	8.06%

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)

November 30, 2014

Management Commentary

In the management commentary in the Fund’s most recent Semi-Annual Report we described a broad sector rotation towards more defensive areas of the market that had occurred during the first half of the fiscal year. With the exception of the Technology sector, this trend continued through the full fiscal year, with rotations to the Health Care, Consumer Staples and Utilities sectors. All other sectors underperformed the benchmark’s fiscal year return. The Fund was positioned for a different scenario, where a recovering economy would help stocks in the Consumer Discretionary, Industrials and Energy sectors do well, in addition to Technology. Thus despite the overall strong returns of the market, the defensive nature of the highest-performing sectors caused the Fund to underperform during the fiscal year.

If we break the rotation down by industry an even more apparent trend is revealed. Interest-rate-sensitive stocks did the best, which are stocks that generally are purchased by investors for their dividends as opposed to their capital appreciation potential. Looking at the 10- and 30-year US Treasury market reveals why. During the fiscal year their yields dropped roughly 64 and 95 basis points, respectively. Yield-hungry investors subsequently bid up the prices of dividend-oriented stocks to reflect the change in prevailing rates.

We believe Treasury rates are in a bubble, and not reflective of our long term expectations. US economic data in our view clearly points towards gathering strength in the current business cycle. At some point this strength likely will result in wage inflation, as the slack built up in the labor force in the aftermath of the Financial Crisis is gradually dissipating. The unemployment rate has dropped from a high of 10.0% in October 2009 to 5.8% in November 2014, and the underemployed rate peaked at 17.2% in April 2010 and is currently 11.4%¹. We reject the counter argument of Treasury bulls who point to the competing yield of German and other Euro-denominated sovereign bonds. While the US Treasury may be attractive relative to those rates, the argument reminds us of equity valuation techniques that were used during the NASDAQ bubble in the late 1990s. The stocks of most technology companies during that bubble, if they traded at 50x earnings or more at the market peak, were still not attractive even though some of their competitors may have been trading at an even more overvalued level. In our opinion, lousy rates on US Treasuries are not attractive just because Euro sovereign bonds are even more overvalued.

The implications for the LargeCap Fund once this unwinds are important. A strengthening economy should boost the earnings power of companies in more pro-cyclical sectors. At the same time higher Treasury yields should reduce investor demand for dividend-paying stocks. Together they suggest a potential rotation out of defensive-oriented sectors into those that are better represented in the LargeCap Fund. If this scenario unfolds we are hopeful that the Fund is well positioned to capture strong relative and absolute performance in 2015.

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.

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

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.

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.

____________________

¹ Source: US Department of Labor

See Notes to Financial Statements.
4

LARGECAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2014

Sector Weightings at 11/30/14
% of Total Investments

Top 10 Equity Holdings at 11/30/14
		% of Fund’s
Company	Industry	Net Assets
Exxon Mobil Corp.	Oil, Gas & Consumable Fuels	3.13%
Microsoft Corp.	Software	2.96%
Bank of America Corp.	Banks	2.40%
Cisco Systems, Inc.	Communications Equipment	2.28%
JDS Uniphase Corp.	Communications Equipment	2.21%
Citigroup Inc.	Banks	2.16%
Express Scripts Holding Co.	Health Care Providers & Services	2.15%
Chevron Corp.	Oil, Gas & Consumable Fuels	2.12%
Walgreen Co.	Food & Staples Retailing	2.07%
Target Corp.	Multiline Retail	2.03%

As of November 30, 2014, 100.1% of the Fund’s net assets were in equity and short-term investments.

See Notes to Financial Statements.
5

LARGECAP FUND SCHEDULE OF INVESTMENTS

November 30, 2014

			Shares	Value
COMMON STOCKS - 99.8%
	Consumer Discretionary - 14.5%
		Auto Components - 1.6%
		Johnson Controls, Inc.	40,100	$	2,005,000
		Automobiles - 1.0%
		Harley-Davidson, Inc.	19,300		1,344,824
		Distributors - 0.5%
		LKQ Corp. (a)	24,175		702,284
		Household Durables - 1.6%
		D.R. Horton, Inc.	31,125		793,376
		Jarden Corp. (a)	28,890		1,275,493
					2,068,869
		Leisure Products - 0.6%
		Brunswick Corp.	14,150		702,972
		Media - 3.3%
		The Walt Disney Co.	13,825		1,278,951
		Time Warner Inc.	11,975		1,019,312
		Viacom Inc. Class B	25,925		1,960,708
					4,258,971
		Multiline Retail - 3.4%
		Kohl’s Corp.	28,685		1,710,200
		Target Corp.	35,210		2,605,540
					4,315,740
		Specialty Retail - 2.0%
		Bed Bath & Beyond Inc. (a)	25,175		1,847,090
		Lumber Liquidators Holdings, Inc. (a)	11,400		724,926
					2,572,016
		Textiles, Apparel & Luxury
		Goods - 0.5%
		Hanesbrands, Inc.	5,625		650,925
	Consumer Staples - 6.5%
		Beverages - 0.8%
		PepsiCo, Inc.	9,750		975,975
		Food & Staples Retailing - 4.7%
		CVS Health Corp.	14,300		1,306,448
		Walgreen Co.	38,775		2,660,353
		Wal-Mart Stores, Inc.	23,650		2,070,321
					6,037,122
		Household Products - 1.0%
		The Procter & Gamble Co.	14,200		1,284,106
	Energy - 11.6%
		Energy Equipment &
		Services - 1.7%
		Helmerich & Payne, Inc.	7,400		514,670
		Schlumberger Ltd.	19,569		1,681,956
					2,196,626
		Oil, Gas & Consumable
		Fuels - 9.9%
		Apache Corp.	16,575		1,062,292
		Chevron Corp.	24,995		2,721,206
		Devon Energy Corp.	26,450		1,559,756
		EOG Resources, Inc.	13,725		1,190,232
		Exxon Mobil Corp.	44,470		4,026,314
		Noble Energy, Inc.	21,325		1,048,764
		PetroChina Co. Ltd. ADR	10,050		1,075,551
					12,684,115
	Financials - 16.7%
		Banks - 11.7%
		Associated Banc-Corp	72,615		1,341,925
		Bank of America Corp.	181,350		3,090,204
		CIT Group Inc.	33,875		1,653,100
		Citigroup Inc.	51,500		2,779,455
		First Horizon National Corp.	106,885		1,363,853
		JPMorgan Chase & Co.	42,875		2,579,360
		PNC Financial Services Group, Inc.	11,805		1,032,583
		SunTrust Banks, Inc.	16,750		658,108
		Zions Bancorporation	21,750		610,305
					15,108,893
		Capital Markets - 2.5%
		Northern Trust Corp.	19,495		1,320,396
		State Street Corp.	25,200		1,933,596
					3,253,992
		Consumer Finance - 0.5%
		Discover Financial Services	9,795		642,062
		Insurance - 1.0%
		Aflac, Inc.	21,460		1,281,806
		Real Estate Investment
		Trusts - 1.0%
		DiamondRock Hospitality Co.	44,475		664,012
		Host Hotels & Resorts Inc.	27,150		630,966
					1,294,978

See Notes to Financial Statements.
6

LARGECAP FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

			Shares	Value
COMMON STOCKS (continued)
	Health Care - 12.7%
		Biotechnology - 4.2%
		Amgen Inc.	7,940	$	1,312,561
		Celgene Corp. (a)	16,500		1,875,885
		Exact Sciences Corp. (a)	89,000		2,208,980
					5,397,426
		Health Care Equipment
		& Supplies - 3.1%
		Baxter Int’l. Inc.	17,710		1,292,830
		Hologic, Inc. (a)	48,625		1,303,150
		ResMed Inc.	12,950		688,940
		Zimmer Holdings, Inc.	5,750		645,668
					3,930,588
		Health Care Providers &
		Services - 4.4%
		Express Scripts Holding Co. (a)	33,200		2,760,580
		Hanger, Inc. (a)	44,700		958,815
		McKesson Corp.	9,485		1,999,059
					5,718,454
		Pharmaceuticals - 1.0%
		Johnson & Johnson	11,860		1,283,845
	Industrials - 11.5%
		Air Freight & Logistics - 1.0%
		FedEx Corp.	7,475		1,331,895
		Building Products - 1.6%
		Masco Corp.	86,700		2,098,140
		Electrical Equipment - 4.0%
		ABB Ltd. ADR	97,075		2,176,421
		Emerson Electric Co.	24,625		1,569,844
		Rockwell Automation, Inc.	12,525		1,445,510
					5,191,775
		Industrial Conglomerates - 3.3%
		General Electric Co.	96,750		2,562,907
		3M Co.	10,220		1,636,120
					4,199,027
		Machinery - 1.6%
		Illinois Tool Works Inc.	14,275		1,355,126
		Ingersoll-Rand PLC	10,075		635,330
					1,990,456
	Information Technology - 25.5%
		Communications
		Equipment - 6.4%
		Cisco Systems, Inc.	106,085		2,932,189
		JDS Uniphase Corp. (a)	213,435		2,847,223
		Qualcomm, Inc.	33,430		2,437,047
					8,216,459
		Electronic Equipment,
		Instruments &
		Components - 1.7%
		Corning Inc.	81,875		1,721,012
		Maxwell Technologies, Inc. (a)	43,697		449,642
					2,170,654
		Internet Software &
		Services - 2.8%
		eBay Inc. (a)	18,570		1,019,122
		Google Inc. Class A (a)	4,595		2,523,023
					3,542,145
		IT Services - 1.9%
		Alliance Data Systems Corp. (a)	3,525		1,007,692
		Visa Inc. Class A	5,620		1,451,028
					2,458,720
		Semiconductors &
		Semiconductor
		Equipment - 6.0%
		Altera Corp.	36,275		1,364,665
		Broadcom Corp. Class A (a)	48,315		2,083,826
		Intel Corp.	36,225		1,349,381
		Linear Technology Corp.	19,570		900,807
		Maxim Integrated Products, Inc.	30,355		897,597
		NXP Semiconductors N.V. (a)	15,200		1,182,712
					7,778,988
		Software - 4.5%
		Microsoft Corp.	79,651		3,808,114
		Oracle Corp.	47,850		2,029,318
					5,837,432
		Technology Hardware, Storage
		& Peripherals - 2.2%
		EMC Corp.	47,475		1,440,866
		Hewlett-Packard Co.	34,700		1,355,382
					2,796,248
	Materials - 0.8%
		Metals & Mining - 0.8%
		Freeport-McMoRan Inc.	37,825		1,015,601
		TOTAL COMMON STOCKS
		(COST $106,582,020)			128,339,129

See Notes to Financial Statements.
7

LARGECAP FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

			Shares	Value
SHORT-TERM INVESTMENTS - 0.3%
	Money Market Funds - 0.3%
		Fidelity Money Market Portfolio
		Class I, 0.051% (b)	408,961	$	408,961
		Total Money Market Funds			408,961
		TOTAL SHORT-TERM
		INVESTMENTS (COST $408,961)			408,961
		TOTAL INVESTMENTS - 100.1%
		(COST $106,990,981)			128,748,090
		NET OTHER ASSETS AND
		LIABILITIES - (0.1%)			(132,472	)
		NET ASSETS - 100.0%		$	128,615,618

(a)	Non-income producing security.
(b)	Represents the 7-day yield at November 30, 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)

November 30, 2014

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

Performance

The MidCap Fund produced a total return of 11.82% for the fiscal year ended November 30, 2014, as compared to its benchmark, the Russell Midcap Index, which returned 16.34%.

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

Average Annual Total Returns
Through 11/30/14
				Since
				Inception
	1 Year	3 Year	5 Year	(03/31/08)
Thompson MidCap Fund	11.82%	20.17%	16.97%	11.54%
Russell Midcap Index	16.34%	21.27%	18.45%	11.08%

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.

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

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

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

See Notes to Financial Statements.
9

MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2014

Management Commentary

The Fund lagged its benchmark during the annual fiscal period because a shift to defensive and interest-rate-sensitive sectors of the market benefited the benchmark more than the Fund. While this was true at the end of the semi-annual period too, the continued decline in interest rates since then has only exacerbated the difference. Such performance was due to the Fund’s pro-cyclical positioning and relative underweighting of sectors and industries such as Utilities, Telecommunications, Consumer Staples and Real Estate Investment Trusts (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 of the large-capitalization one. While the outperformance of the Fund’s holdings in the Technology sector helped counteract the underperformance elsewhere, it was insufficient to overcome the overwhelming impact of the best-performing sectors in the benchmark.

We believe the underlying fundamentals of the economy do not support this interest rate based flight to defensive sectors. Real US Gross Domestic Product (GDP) in the third quarter grew 5.0% year-over-year, on top of the 4.6% increase in the second quarter¹. While second quarter strength could be attributed to delayed consumption following the previous bitter cold winter, we have seen continued strength in the fall as evidence of a sustained recovery. Employment appears clearly to have improved, capped by a robust 321,000 non-farm jobs added in the final month of the fiscal year. 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 potentially benefit relatively more from such a scenario.

At the same time the economy seems to be showing signs of strength, the earnings of companies in the Fund’s benchmark have been up a high single digit rate during the calendar year, providing solid profit growth. The earnings growth of the Fund’s holdings has been similarly strong for the year. This growth occurred despite the bitter cold weather in the first quarter, and offers hope that projected consensus estimates for 2015 earnings growing at a double digit pace will prove accurate.

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. Hopefully this would be coupled with a rise in interest rates to reflect the economic strength. The Fund hopes to be 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 Source: US Department of Commerce

See Notes to Financial Statements.
10

MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2014

Sector Weightings at 11/30/14
% of Total Investments

Top 10 Equity Holdings at 11/30/14
			% of Fund’s
	Company	Industry	Net Assets
	Exact Sciences Corp.	Biotechnology	2.36%
	Bed Bath & Beyond Inc.	Specialty Retail	2.27%
	Broadcom Corp. Class A	Semiconductors & Semiconductor Equipment	2.27%
	JDS Uniphase Corp.	Communications Equipment	2.18%
	First Horizon National Corp.	Banks	2.03%
	CIT Group Inc.	Banks	2.02%
	Jarden Corp.	Household Durables	1.92%
	Hanger, Inc.	Health Care Providers & Services	1.90%
	ResMed Inc.	Health Care Equipment & Supplies	1.84%
	Kohl’s Corp.	Multiline Retail	1.82%

As of November 30, 2014, 100.2% of the Fund’s net assets were in equity and short-term investments.

See Notes to Financial Statements.
11

MIDCAP FUND SCHEDULE OF INVESTMENTS

November 30, 2014

			Shares	Value
COMMON STOCKS - 100.0%
	Consumer Discretionary - 20.4%
		Automobiles - 1.3%
		Harley-Davidson, Inc.	7,800	$	543,504
		Distributors - 1.1%
		LKQ Corp. (a)	15,020		436,331
		Hotels, Restaurants &
		Leisure - 1.6%
		Darden Restaurants, Inc.	11,475		653,960
		Household Durables - 3.2%
		D.R. Horton, Inc.	21,500		548,035
		Jarden Corp. (a)	17,943		792,183
					1,340,218
		Leisure Products - 1.1%
		Brunswick Corp.	9,275		460,782
		Multiline Retail - 2.9%
		Kohl’s Corp.	12,610		751,808
		Nordstrom, Inc.	5,800		442,888
					1,194,696
		Specialty Retail - 6.0%
		Bed Bath & Beyond Inc. (a)	12,780		937,669
		Chico’s FAS, Inc.	19,725		313,036
		Lumber Liquidators Holdings, Inc. (a)	8,150		518,258
		Ulta Salon, Cosmetics &
		Fragrance, Inc. (a)	2,100		265,629
		Urban Outfitters, Inc. (a)	13,100		423,392
					2,457,984
		Textiles, Apparel &
		Luxury Goods - 3.2%
		Coach, Inc.	11,055		410,362
		Hanesbrands, Inc.	5,815		672,912
		Michael Kors Holdings Ltd. (a)	2,875		220,541
					1,303,815
	Consumer Staples - 3.0%
		Food & Staples Retailing - 1.5%
		The Fresh Market, Inc. (a)	15,100		618,496
		Food Producers - 1.5%
		Ingredion Inc.	2,775		230,963
		The J. M. Smucker Co.	3,887		398,690
					629,653
	Energy - 5.4%
		Energy Equipment &
		Services - 1.8%
		Cameron Int’l. Corp. (a)	5,150		264,092
		FMC Technologies, Inc. (a)	5,525		263,929
		Helmerich & Payne, Inc.	3,195		222,212
					750,233
		Oil, Gas & Consumable
		Fuels - 3.6%
		Cameco Corp.	11,025		204,955
		Denbury Resources Inc.	6,710		55,425
		Goodrich Petroleum Corp. (a)	29,900		180,895
		Murphy Oil Corp.	5,101		246,990
		Noble Energy, Inc.	12,075		593,848
		Oasis Petroleum Inc. (a)	10,050		184,719
					1,466,832
	Financials - 19.4%
		Banks - 8.3%
		Associated Banc-Corp	39,255		725,432
		CIT Group Inc.	17,080		833,504
		First Horizon National Corp.	65,820		839,863
		Regions Financial Corp.	21,035		211,822
		SunTrust Banks, Inc.	10,495		412,349
		Zions Bancorporation	14,310		401,539
					3,424,509
		Capital Markets - 2.9%
		Eaton Vance Corp.	10,920		456,347
		Northern Trust Corp.	10,855		735,209
					1,191,556
		Consumer Finance - 1.3%
		Discover Financial Services	8,029		526,301
		Insurance - 1.7%
		Cincinnati Financial Corp.	6,190		315,381
		Unum Group	11,555		383,857
					699,238
		Real Estate Investment
		Trusts - 4.2%
		Annaly Capital Management Inc.	36,675		422,496
		DiamondRock Hospitality Co.	29,800		444,914
		Host Hotels & Resorts Inc.	17,835		414,485
		LaSalle Hotel Properties	11,320		456,988
					1,738,883
		Thrifts & Mortgage
		Finance - 1.0%
		Flagstar Bancorp, Inc. (a)	26,025		396,621

See Notes to Financial Statements.
12

MIDCAP FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

			Shares	Value
COMMON STOCKS (continued)
	Health Care - 16.0%
		Biotechnology - 3.0%
		Exact Sciences Corp. (a)	39,350	$	976,667
		Myriad Genetics, Inc. (a)	7,625		255,666
					1,232,333
		Health Care Equipment &
		Supplies - 6.1%
		Hologic, Inc. (a)	20,025		536,670
		Masimo Corp. (a)	6,750		177,188
		Natus Medical Inc. (a)	9,875		338,021
		ResMed Inc.	14,296		760,547
		Thoratec Corp. (a)	8,000		249,520
		Zimmer Holdings, Inc.	4,025		451,967
					2,513,913
		Health Care Providers &
		Services - 5.2%
		Catamaran Corp. (a)	11,075		564,160
		Hanger, Inc. (a)	36,525		783,461
		McKesson Corp.	1,415		298,225
		Patterson Cos., Inc.	10,080		485,654
					2,131,500
		Health Care Technology - 1.2%
		MedAssets Inc. (a)	26,190		506,515
		Life Sciences Tools &
		Services - 0.5%
		Fluidigm Corp. (a)	7,200		221,976
	Industrials - 11.7%
		Air Freight & Logistics - 1.3%
		Expeditors Int’l. of Washington, Inc.	11,900		557,158
		Building Products - 2.3%
		Masco Corp.	26,025		629,805
		USG Corp. (a)	11,275		324,833
					954,638
		Electrical Equipment - 2.8%
		Regal-Beloit Corp.	7,405		535,530
		Rockwell Automation, Inc.	5,375		620,329
					1,155,859
		Machinery - 4.6%
		Allison Transmission Holdings, Inc.	13,325		438,259
		Ingersoll-Rand PLC	10,000		630,600
		Mueller Water Products, Inc. Class A	23,100		219,219
		SPX Corp.	6,675		598,681
					1,886,759
		Trading Companies &
		Distributors - 0.7%
		W.W. Grainger, Inc.	1,238		304,152
	Information Technology - 19.1%
		Communications Equipment - 3.2%
		Aruba Networks, Inc. (a)	21,500		402,265
		JDS Uniphase Corp. (a)	67,606		901,864
					1,304,129
		Electronic Equipment,
		Instruments &
		Components - 1.4%
		InvenSense Inc. (a)	14,875		215,539
		Maxwell Technologies, Inc. (a)	34,397		353,945
					569,484
		Internet Software &
		Services - 1.0%
		Liquidity Services, Inc. (a)	40,675		427,494
		IT Services - 2.2%
		Alliance Data Systems Corp. (a)	2,000		571,740
		Fiserv, Inc. (a)	4,944		353,447
					925,187
		Semiconductors &
		Semiconductor
		Equipment - 8.6%
		Altera Corp.	11,925		448,619
		Broadcom Corp. Class A (a)	21,730		937,215
		Cavium Inc. (a)	8,800		498,080
		Linear Technology Corp.	9,690		446,031
		Maxim Integrated Products, Inc.	21,066		622,922
		NXP Semiconductors N.V. (a)	7,475		581,630
					3,534,497
		Software - 1.4%
		Electronic Arts Inc. (a)	5,115		224,702
		Take-Two Interactive Software, Inc. (a)	13,535		374,378
					599,080
		Technology Hardware,
		Storage & Peripherals - 1.3%
		Silicon Graphics Int’l. Corp. (a)	22,800		219,108
		Stratasys Ltd. (a)	1,750		178,448
		3D Systems Corp. (a)	3,450		121,716
					519,272
	Materials - 3.4%
		Chemicals - 2.5%
		Ecolab Inc.	4,306		469,139
		Int’l. Flavors & Fragrances Inc.	5,760		582,739
					1,051,878
		Metals & Mining - 0.9%
		Lundin Mining Corp. (a)	41,600		195,520
		Stillwater Mining Co. (a)	14,800		194,324
					389,844

See Notes to Financial Statements.
13

MIDCAP FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

			Shares	Value
COMMON STOCKS (continued)
	Utilities - 1.6%
		Multi-Utilities - 1.6%
		MDU Resources Group, Inc.	14,300	$	350,636
		SCANA Corp.	5,675		323,645
					674,281
		TOTAL COMMON STOCKS
		(COST $34,254,133)			41,293,561
SHORT-TERM INVESTMENTS - 0.2%
	Money Market Funds - 0.2%
		Fidelity Money Market Portfolio
		Class I, 0.051% (b)	81,747		81,747
		Total Money Market Funds			81,747
		TOTAL SHORT-TERM
		INVESTMENTS (COST $81,747)			81,747
		TOTAL INVESTMENTS - 100.2%
		(COST $34,335,880)			41,375,308
		NET OTHER ASSETS AND
		LIABILITIES - (0.2%)			(68,395	)
		NET ASSETS - 100.0%		$	41,306,913

(a)	Non-income producing security.
(b)	Represents the 7-day yield at November 30, 2014.

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.
14

BOND FUND INVESTMENT REVIEW (Unaudited)

November 30, 2014

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

Performance

The Bond Fund produced a total return of 2.19% for the fiscal year ended November 30, 2014, as compared to its benchmark, the Barclays U.S. Government/Credit 1-5 Year Index, which returned 1.37%, and as compared to the Barclays U.S. Credit 1-5 Year Index, which returned 2.03%.

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

 

Average Annual Total Returns
Through 11/30/14
	1 Year	3 Year	5 Year	10 Year
Thompson Bond Fund	2.19%	4.99%	4.88%	5.72%
Barclays U.S. Gov’t./Credit 1-5 Year Index	1.37%	1.53%	2.10%	3.44%
Barclays U.S. Credit 1-5 Year Index	2.03%	3.22%	3.41%	4.20%

Gross Expense Ratio as of 03/31/14 was 0.74%. 30-Day SEC Yield as of 11/30/14 was 3.21%.

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

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

Barclays^® is a trademark of Barclays Bank PLC.

See Notes to Financial Statements.
15

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2014

Management Commentary

We are pleased that fiscal year performance for the Bond Fund was attractive relative to both its benchmark and to the Barclays U.S. Credit 1-5 Year Index. This year was really a tale of two halves. In the first half of the year, the Fund benefited from declining corporate spreads. 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. Short-term interest rates fluctuated modestly over this period, and consequently didn’t produce a material impact on Fund performance. Therefore, this narrowing of credit spreads, combined with income from higher-yielding corporate bonds, resulted in strong performance relative to the Fund’s benchmark.

We noted in the Semi-Annual Report that it was unlikely Fund performance would be as attractive in the second half of the year, and this proved to be the case. In the back half of the year, Fund performance was negatively impacted by rising corporate spreads, which increased 30 basis points. This, coupled with poor performance from a handful of holdings, was too much for the Fund’s yield to overcome in that timeframe. Consequently, relative performance suffered in the second half of the fiscal year, but to a lesser degree than the Fund’s outperformance during the first half.

Market fluctuations in the second half of the year did present challenges, but they also provided new opportunities. We altered the composition of the Fund throughout the year as risks and opportunities changed, and the makeup of the portfolio consequently looks different at the end of the year than it did at the beginning. You can see some of the impacts of these changes in the following table:

	11/30/2013	11/30/2014
Duration	2.94 yrs.	2.39 yrs.
Average Years to Maturity	3.41 yrs.	2.77 yrs.
SEC Yield	2.87%	3.21%
Yield-to-Maturity	3.59%	4.06%

As we noted in the Semi-Annual Report, as corporate spreads declined at the longer end of the Fund’s maturity ladder, we began buying more securities at the short end of the maturity ladder. This activity resulted in a reduction in both the Fund’s duration and its average years to maturity. At the same time, rising corporate spreads led to an increase in both the SEC yield and yield-to-maturity of the Fund. The net result of these changes is that heading into the next fiscal year, the Fund may have less exposure to interest rate risk and has the potential to produce more income per share than it did coming into last year.

Even though we still believe interest-rate risk considerations outweigh those relating to credit risk in the current environment, as corporate spreads narrowed into the second half of the year, we gradually increased the portfolio’s exposure to U.S. Government and A-rated corporate bonds. In the last few months of the fiscal year, some of the Fund’s BBB-rated holdings were downgraded to below investment-grade, pushing up the Fund’s allocation in this credit category. We are comfortable holding some below-investment grade debt in the portfolio, but prefer the exposure to be lower than it was at the end of the fiscal year. We anticipate this level of exposure to below investment-grade debt as a temporary phenomenon that will likely be reduced going forward.

As always, we expect to adjust our exposure to interest rate risk and credit risk as market changes dictate. For now, however, we strongly favor the Fund’s positioning relative to that of its benchmark and peers.

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.

See Notes to Financial Statements.
16

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2014

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.

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

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 November 30, 2014, 86.39% of the Fund’s portfolio was invested in corporate bonds. Due to prevailing market conditions, the composition of the Fund’s portfolio as of that date was consistent with the composition of the Fund’s portfolio over the past 5 years. In addition, as of November 30, 2014, 71.55% 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)

November 30, 2014

Portfolio Concentration at 11/30/14
(Includes cash and cash equivalents)
% Total Investments
Quality
U.S. Government & Agency Issues	1.99	%
AA	1.50	%
A	8.49	%
BBB	71.55	%
BB and Below	13.32	%
Not Rated	3.15	%
	100.00	%
Effective Maturity
Under 1 year	21.29	%
1 to 3 years	34.79	%
3 to 5 years	33.51	%
5 to 7 years	7.11	%
7 to 10 years	3.25	%
Over 10 years	0.05	%
	100.00	%
Asset Allocation
Corporate Bonds	86.39	%
Asset-Backed Securities	8.41	%
Taxable Municipal Bonds	2.62	%
U.S. Government & Agency Issues	1.97	%
Tax-Exempt Municipal Bonds	0.39	%
Convertible Bonds	0.20	%
Federal Agency Mortgage-Backed Securities	0.02	%
	100.00	%

See Notes to Financial Statements.
18

BOND FUND SCHEDULE OF INVESTMENTS

November 30, 2014

			Principal
			Amount		Value
BONDS - 98.0%
	Asset-Backed Securities - 8.2%
		America West Airlines
		7.930% due 1/2/2019,
		Series 1999-1	$	9,395,957	$	10,382,532
		8.057% due 7/2/2020,
		Series 2000-1		31,592		35,857
		7.100% due 4/2/2021,
		Series 2001-1		5,933,730		6,556,771
		Ameritech Capital Funding Corp.
		9.100% due 6/1/2016		3,178		3,462
		AWAS Aviation Capital Ltd.
		7.000% due 10/17/2016 (f)		39,501,000		40,291,020
		Basketball Properties Ltd.
		6.650% due 3/1/2025 (f)		5,202,119		5,642,171
		Beaver Valley II Funding
		9.000% due 6/1/2017		2,000		2,160
		British Airways PLC
		5.625% due 6/20/2020,
		Series 2013-1 (f)		46,740,793		49,545,241
		5.625% due 6/20/2020,
		Series 2013-1 B (f)		97,354		103,196
		Bvps II Funding Corp.
		8.890% due 6/1/2017		23,000		24,115
		Continental Airlines
		9.000% due 7/8/2016,
		Series 2009-1		671,724		738,897
		6.748% due 3/15/2017,
		Series 1998-1 B		101,299		106,992
		9.250% due 5/10/2017,
		Series 2009-2 B		509,259		556,366
		6.648% due 9/15/2017,
		Series 1998-1 A		2,652,690		2,765,430
		6.900% due 1/2/2018,
		Series 1997-4 A		494,929		520,319
		6.820% due 5/1/2018,
		Series 1998-3 A-1		160,152		171,363
		6.000% due 1/12/2019,
		Series 2010-1 B		2,569,363		2,659,291
		6.250% due 4/11/2020,
		Series 2012-1 B		4,835,978		5,114,047
		5.500% due 10/29/2020,
		Series 2012-2 B		8,634,003		8,936,193
		Delta Air Lines
		6.750% due 11/23/2015,
		Series 2010-2 B (f)		37,426,000		38,923,040
		6.375% due 1/2/2016,
		Series 2010-1 B (f)		13,453,000		13,991,120
		9.750% due 12/17/2016,
		Series 2009-1 B		804,384		908,953
		6.821% due 8/10/2022,
		Series 2007-1 A		9,666,474		11,201,510
		6.718% due 1/2/2023,
		Series 2002-1 G-1		4,275		4,905
		Doric Nimrod Air Alpha
		6.125% due 11/30/2019,
		Series 2013-1B (f)		37,002,831		39,315,508
		6.125% due 11/30/2019,
		Series 2013-1B (f)		6,837,024		7,264,338
		Doric Nimrod Air
		Finance Alpha Ltd.
		6.500% due 5/30/2021,
		Series 2012-1 B (f)		26,640,231		28,123,798
		Express Pipeline LP
		7.390% due 12/31/2017 (f)		1,788,000		1,898,076
		Federal Express Corp.
		7.630% due 1/1/2015,
		Series 1993		915,785		924,943
		7.020% due 1/15/2016,
		Series 1998		1,525,620		1,586,645
		7.840% due 1/30/2018,
		Series 1996		280,702		315,088
		FPL Energy Caithness
		Funding Corp.
		7.645% due 12/31/2018 (f)		1,918,550		1,976,107
		General American Railcar
		6.690% due 9/20/2016,
		Series 1997-1 (f)		167,770		176,159
		7.760% due 8/20/2018,
		Series III (f)		735,379		836,579
		Hidden Ridge Facility
		5.650% due 1/1/2022 (f)		4,332,222		4,647,842
		Landmark Leasing LLC
		6.200% due 10/1/2022,
		Series 2004A (f)		252,269		259,617

See Notes to Financial Statements.
19

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

	Principal
	Amount		Value
BONDS (continued)
Asset-Backed Securities (continued)
Midwest Family Housing LLC
5.168% due 7/1/2016 (f)	$	172,000	$	173,656
Northwest Airlines
7.691% due 4/1/2017,
Series 2001-1 B		86,725		95,831
8.028% due 11/1/2017,
Series 2007-1 B		101,684		114,903
7.575% due 3/1/2019,
Series 1999-2 A		1,162,432		1,304,830
7.150% due 10/1/2019,
Series 2000-1 G (b)		29,405		33,007
7.027% due 11/1/2019,
Series 2007-1 A		12,665,715		14,454,114
6.264% due 11/20/2021,
Series 2002-1 G-2		715,893		766,006
7.041% due 4/1/2022,
Series 2001-1 A-1		397,287		464,826
United Air Lines
10.400% due 11/1/2016,
Series 2009-1		2,520,324		2,819,486
US Airways
8.360% due 1/20/2019,
Series 1999-1A		98,833		110,694
Virgin Australia Trust
5.000% due 10/23/2023,
Series 2013-1A (f)		272,979		282,534
Total Asset-Backed Securities				307,129,538
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 - 84.7%
Advance Auto Parts, Inc.
5.750% due 5/1/2020		21,826,000		24,719,320
Air Lease Corp.
4.500% due 1/15/2016		29,742,000		30,485,550
5.625% due 4/1/2017		34,210,000		36,775,750
Alcoa Inc.
5.550% due 2/1/2017		118,000		127,434
6.750% due 7/15/2018		17,518,000		19,858,002
5.720% due 2/23/2019		6,233,000		6,894,708
Aluminum Company
of America
6.500% due 6/15/2018		25,301,000		28,485,257
American Express
6.650% due 9/15/2015		91,000		94,873
6.900% due 9/15/2015		277,000		289,798
American Financial Group, Inc.
9.875% due 6/15/2019		1,751,000		2,269,615
American General Finance
6.000% due 12/15/2014		1,000,000		1,000,819
Ameriprise Financial, Inc.
7.518% due 6/1/2066 (b)		3,329,000		3,578,675
Arden Realty LP
5.250% due 3/1/2015		3,070,000		3,070,000
Astoria Financial Corp.
5.000% due 6/19/2017		30,361,000		32,521,094
Aviation Capital Group Corp.
3.875% due 9/27/2016 (f)		1,639,000		1,685,367
4.625% due 1/31/2018 (f)		1,080,000		1,123,982
Avnet, Inc.
6.000% due 9/1/2015		1,320,000		1,369,683
6.625% due 9/15/2016		551,000		601,726
Avon Products, Inc.
5.750% due 3/1/2018		9,683,000		9,695,104
6.500% due 3/1/2019		66,202,000		67,360,535
4.600% due 3/15/2020		500,000		468,255
Bank of America Corp.
4.200% due 3/15/2015		94,000		94,010
4.000% due 4/15/2015		64,000		64,650
4.250% due 5/15/2015		37,000		37,501
4.200% due 6/15/2015		10,000		10,097

See Notes to Financial Statements.
20

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
Bank of America Corp. (continued)
4.350% due 6/15/2015	$	103,000	$	104,551
5.350% due 9/15/2015		576,000		593,178
5.500% due 9/15/2015		41,000		42,346
3.950% due 11/2/2015 (b)		70,000		71,043
5.250% due 12/1/2015		421,000		438,734
6.000% due 8/15/2017		115,000		125,339
6.050% due 8/15/2017		948,000		1,044,382
5.750% due 12/1/2017		555,000		617,730
5.350% due 3/15/2018		81,000		88,066
5.800% due 2/15/2019		10,000		11,125
7.625% due 6/1/2019		730,000		888,405
6.400% due 8/15/2019		141,000		163,326
6.750% due 8/15/2019		671,000		781,410
2.864% due 10/9/2024 (b)		35,000,000		34,979,000
Barclays Bank PLC
2.000% due 12/23/2014		25,000		25,022
Biomet, Inc.
6.500% due 8/1/2020		1,500,000		1,605,930
BMC Software, Inc.
7.250% due 6/1/2018		26,928,000		26,322,120
Boston Scientific Corp.
6.250% due 11/15/2015 (b)		3,358,000		3,526,786
Brocade Communications
Systems, Inc.
6.875% due 1/15/2020		83,964,000		87,112,650
CA, Inc.
6.125% due 12/1/2014		20,000		20,000
Carpenter Technology Corp.
6.990% due 4/20/2018		415,000		453,679
7.060% due 5/21/2018		500,000		542,952
7.030% due 5/22/2018		8,000		8,680
Caterpillar Financial
Services Corp.
1.550% due 6/15/2015		101,000		101,239
Centel Capital Corp.
9.000% due 10/15/2019		10,000		12,090
CenterPoint Energy, Inc.
6.850% due 6/1/2015		254,000		261,831
Centrais Eletricas
Brasileiras S.A.
6.875% due 7/30/2019 (f)		32,373,000		34,535,516
6.875% due 7/30/2019 (f)		1,345,000		1,434,846
5.750% due 10/27/2021 (f)		16,365,000		16,201,350
Citigroup, Inc.
2.184% due 12/28/2014 (b)		1,050,000		1,041,768
4.875% due 5/7/2015		991,000		1,008,839
4.250% due 12/15/2018 (c)		250,000		249,947
5.350% due 5/15/2023 (b)(e)		13,000,000		12,090,000
2.789% due 10/15/2024 (b)		35,000,000		34,381,550
Cliffs Natural Resources Inc.
5.200% due 1/15/2018 (b)		6,463,000		5,041,140
5.900% due 3/15/2020		63,404,000		42,480,680
4.800% due 10/1/2020		100,000		63,000
4.875% due 4/1/2021		1,268,000		811,520
CNA Financial Corp.
6.950% due 1/15/2018		605,000		692,588
Coca-Cola HBC Finance B.V.
5.500% due 9/17/2015		176,000		181,676
Columbia Property Trust
5.875% due 4/1/2018		130,000		137,302
Commercial Net Lease Realty, Inc.
6.150% due 12/15/2015		443,000		466,893
CommonWealth REIT
5.875% due 9/15/2020		17,777,000		19,639,372
Computer Sciences Corp.
6.500% due 3/15/2018		19,477,000		21,916,202
Continental Resources, Inc.
7.375% due 10/1/2020		5,927,000		6,401,160
7.125% due 4/1/2021		4,799,000		5,278,900
Con-way Inc.
7.250% due 1/15/2018		13,089,000		14,898,620

See Notes to Financial Statements.
21

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
Copano Energy, LLC
7.125% due 4/1/2021	$	2,722,000	$	2,975,835
Countrywide Financial Corp.
6.250% due 5/15/2016		952,000		1,018,850
5.250% due 5/27/2020		372,000		371,077
6.000% due 8/26/2020 (c)		140,000		140,002
Countrywide Home Loans, Inc.
6.000% due 1/24/2018		1,112,000		1,111,986
5.500% due 5/16/2018		249,000		247,407
Coventry Health Care, Inc.
5.950% due 3/15/2017		354,000		390,001
Crown Castle Towers LLC
3.214% due 8/15/2015 (f)		6,650,000		6,770,212
Darden Restaurants, Inc.
6.450% due 10/15/2017 (b)		6,485,000		7,187,300
Dayton Hudson Corp.
9.520% due 6/10/2015		90,000		93,053
Deutsche Bank Financial LLC
5.375% due 3/2/2015		130,000		131,493
Development Bank
of Kazakhstan
6.500% due 6/3/2020 (f)		3,555,000		3,848,287
Discover Financial Services
6.450% due 6/12/2017		590,000		657,232
10.250% due 7/15/2019		11,193,000		14,441,690
Dominion Resources, Inc.
7.500% due 6/30/2066 (b)		18,291,000		19,479,915
Domtar Corp.
7.125% due 8/15/2015		248,000		257,522
9.500% due 8/1/2016		885,000		984,206
10.750% due 6/1/2017		33,419,000		39,810,785
Dow Chemical Co.
2.850% due 5/15/2016		18,000		18,043
2.900% due 5/15/2016		200,000		200,104
2.350% due 8/15/2016		20,000		19,948
Duquesne Light Holdings Inc.
5.500% due 8/15/2015		6,959,000		7,180,359
Embraer Overseas Ltd.
6.375% due 1/24/2017		9,271,000		9,966,325
Endurance Specialty
Holdings Ltd.
6.150% due 10/15/2015		6,313,000		6,592,035
Entergy Corp.
3.625% due 9/15/2015		1,204,000		1,225,606
Enterprise Products
Operating LLC
7.000% due 6/1/2067 (b)		9,613,000		9,997,520
7.034% due 1/15/2068 (b)		1,483,000		1,649,837
Everest Reinsurance
Holdings Inc.
6.600% due 5/15/2037 (b)		8,692,000		8,952,760
Expedia, Inc.
7.456% due 8/15/2018		17,549,000		20,521,081
5.950% due 8/15/2020		18,711,000		21,079,139
Fairfax Financial Holdings Ltd.
8.250% due 10/1/2015		2,024,000		2,134,150
7.375% due 4/15/2018		29,666,500		33,783,943
5.800% due 5/15/2021 (f)		12,040,000		13,016,781
Fidelity National Financial, Inc.
6.600% due 5/15/2017		16,009,000		17,741,750
Fifth Third Bancorp
4.900% due 9/30/2019 (b)(e)		77,893,000		75,548,421
First Midwest Bancorp, Inc.
5.875% due 11/22/2016		1,175,000		1,252,458
Fortune Brands, Inc.
5.375% due 1/15/2016		10,000		10,494
Frontier Oil Corp.
6.875% due 11/15/2018		27,648,000		28,615,680

See Notes to Financial Statements.
22

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
Gazprom OAO Via Gaz
Capital S.A.
6.212% due 11/22/2016 (f)	$	7,000,000	$	7,105,000
8.146% due 4/11/2018 (f)		4,500,000		4,764,690
9.250% due 4/23/2019 (f)		30,596,000		33,912,606
9.250% due 4/23/2019 (f)		30,000,000		33,252,000
GE Capital Trust I
6.375% due 11/15/2067 (b)		20,107,000		21,715,560
General Electric Capital Corp.
5.250% due 6/15/2015		25,000		25,578
5.400% due 6/15/2015		59,000		60,159
5.500% due 8/15/2015		30,000		30,943
5.000% due 4/15/2016		45,000		47,794
6.750% due 4/15/2018		373,000		424,954
6.300% due 5/15/2018		1,790,000		2,012,370
6.000% due 7/15/2018		57,000		64,232
6.000% due 7/15/2018		39,000		43,933
0.612% due 5/5/2026 (b)		613,000		573,232
6.375% due 11/15/2067 (b)		52,298,000		56,377,244
Genworth Financial Inc.
8.625% due 12/15/2016		8,264,000		8,938,689
6.515% due 5/22/2018		19,488,000		20,246,765
7.700% due 6/15/2020		8,418,000		8,785,202
7.200% due 2/15/2021		423,000		427,266
GFI Group Inc.
10.375% due 7/19/2018 (b)		58,453,000		68,974,540
Goldman Sachs Group, Inc.
5.625% due 1/15/2017		565,000		611,090
2.000% due 6/17/2023 (b)		1,764,000		1,731,101
Great Plains Energy Inc.
6.875% due 9/15/2017		30,000		33,317
Harsco Corp.
5.750% due 5/15/2018		23,184,000		24,575,040
HCP, Inc.
7.072% due 6/8/2015		589,000		607,648
Hillshire Brands Co.
2.750% due 9/15/2015		209,000		211,528
Horace Mann Educators Corp.
6.050% due 6/15/2015		10,000		10,219
6.850% due 4/15/2016		9,258,000		9,965,182
Hospira, Inc.
6.050% due 3/30/2017		13,217,000		14,419,668
Hospitality Properties Trust
6.300% due 6/15/2016		1,507,000		1,582,880
5.625% due 3/15/2017		12,258,000		13,238,174
6.700% due 1/15/2018		5,007,000		5,576,511
Host Hotels & Resorts LP
5.875% due 6/15/2019		4,155,000		4,373,088
6.000% due 11/1/2020		2,712,000		2,887,374
HRPT Properties Trust
5.750% due 11/1/2015		502,000		510,687
6.250% due 8/15/2016		4,640,000		4,877,972
6.250% due 6/15/2017		5,658,000		6,133,227
6.650% due 1/15/2018		33,478,000		36,901,661
HSBC Finance Corp.
4.000% due 1/15/2015		15,000		15,042
4.950% due 2/15/2015		27,000		27,066
4.000% due 3/15/2015		41,000		41,415
4.050% due 3/15/2015		43,000		43,269
3.800% due 4/15/2015		21,000		21,131
3.700% due 6/15/2015		10,000		10,129
4.150% due 7/15/2015		59,000		59,885
5.600% due 2/15/2018		250,000		273,549
Ingram Micro Inc.
5.250% due 9/1/2017		1,000,000		1,089,896
International Game Technology
7.500% due 6/15/2019		6,725,000		7,441,858
International Lease
Finance Corp.
6.750% due 9/1/2016 (f)		38,306,000		41,083,185
ITT Hartford Financial
Services Group, Inc.
7.300% due 11/1/2015		50,000		52,924
J.C. Penney Corp, Inc.
6.875% due 10/15/2015		1,967,000		2,050,597

See Notes to Financial Statements.
23

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
Jabil Circuit, Inc.
7.750% due 7/15/2016	$	2,779,000	$	3,029,110
8.250% due 3/15/2018		70,999,000		82,003,845
John Hancock Life Ins. Co.
5.450% due 9/15/2015		201,000		207,951
5.450% due 10/15/2015		29,000		29,949
5.500% due 11/15/2015		75,000		77,940
5.250% due 12/15/2015		25,000		25,914
5.500% due 12/15/2015		25,000		26,105
5.000% due 4/15/2016		60,000		62,663
JPMorgan Chase & Co.
7.900% due 4/30/2018 (b)(e)		78,324,000		85,029,318
5.250% due 5/15/2018		65,000		64,824
5.250% due 3/15/2019		20,000		19,698
Lexmark International, Inc.
6.650% due 6/1/2018		3,876,000		4,365,333
LG&E and KU Energy LLC
2.125% due 11/15/2015 (f)		150,000		151,444
Liberty Property LP
5.125% due 3/2/2015		58,000		58,650
Lincoln National Corp.
7.000% due 5/17/2066 (b)		12,000,000		12,240,000
Macy’s Retail Holdings Inc.
8.125% due 8/15/2035		251,000		264,349
Manufacturers & Traders
Trust Co.
5.585% due 12/28/2020 (b)		2,967,000		3,092,332
5.629% due 12/1/2021 (b)		1,002,000		1,045,006
Marriott International, Inc.
5.810% due 11/10/2015		373,000		390,416
Masco Corp.
4.800% due 6/15/2015		11,265,000		11,478,201
6.125% due 10/3/2016		5,053,000		5,387,761
5.850% due 3/15/2017		3,792,000		4,085,080
6.625% due 4/15/2018		13,441,000		14,818,702
7.125% due 3/15/2020		1,440,000		1,659,600
Maytag Corp.
5.000% due 5/15/2015		295,000		300,225
MBIA Inc.
6.400% due 8/15/2022		70,380,000		69,676,200
MBNA Corp.
5.000% due 6/15/2015		900,000		920,207
Merrill Lynch & Co.
5.300% due 9/30/2015		1,712,000		1,777,481
6.400% due 8/28/2017		3,048,000		3,427,717
6.875% due 4/25/2018		233,000		270,245
6.500% due 7/15/2018		2,668,000		3,063,003
6.875% due 11/15/2018		2,316,000		2,720,413
8.400% due 11/1/2019		310,000		382,684
Midcontinent Express
Pipeline LLC
6.700% due 9/15/2019 (f)		4,665,000		5,201,475
Morgan Stanley
5.375% due 10/15/2015		600,000		624,768
5.750% due 10/18/2016		2,178,000		2,357,853
5.950% due 12/28/2017		2,933,000		3,292,765
6.625% due 4/1/2018		10,152,000		11,676,120
7.300% due 5/13/2019		4,020,000		4,828,406
6.250% due 7/8/2019 (c)		201,000		205,010
5.625% due 9/23/2019		400,000		455,808
5.500% due 1/26/2020		10,000		11,339
Mylan Inc.
7.875% due 7/15/2020 (f)		11,945,000		12,831,618
National City Bank of Indiana
4.250% due 7/1/2018		200,000		215,131
National Retail Properties Inc.
6.875% due 10/15/2017		2,273,000		2,599,003
National Rural Utilities
2.450% due 2/15/2015		20,000		19,989
7.200% due 10/1/2015		30,000		31,430
7.200% due 10/1/2015		50,000		52,598

See Notes to Financial Statements.
24

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
NationsBank Corp.
7.750% due 8/15/2015	$	2,510,000	$	2,630,696
Nationwide Building Society
5.000% due 8/1/2015 (f)		250,000		255,477
Navient Corp.
5.250% due 9/15/2015		75,000		75,015
4.700% due 12/15/2017 (c)		33,000		32,459
5.450% due 12/15/2018 (c)		46,000		45,650
5.250% due 3/15/2019		42,000		41,375
6.000% due 3/15/2019 (c)		61,000		59,977
NCNB Corp.
10.200% due 7/15/2015		274,000		289,891
NET Servicos de
Comunicacao S.A.
7.500% due 1/27/2020		51,310,000		53,670,260
NIPSCO Capital Markets, Inc.
7.860% due 3/27/2017		96,000		107,059
Noble Holding Int’l. Ltd.
3.450% due 8/1/2015		502,000		510,548
Northern Indiana Public
Service Co.
7.590% due 6/12/2017		182,000		203,594
Odyssey Re Holdings Corp.
6.875% due 5/1/2015		72,000		73,573
Omega Healthcare Investors, Inc.
6.750% due 10/15/2022		17,210,000		18,285,625
Owens Corning
6.500% due 12/1/2016		217,000		237,939
Pemex Project Funding
Master Trust
9.250% due 3/30/2018		20,000		23,703
Petrobras Energia S.A.
5.875% due 5/15/2017 (f)		13,500,000		13,972,500
5.875% due 5/15/2017 (f)		24,549,000		25,408,215
Petrobras Int’l.
Finance Co. S.A.
2.875% due 2/6/2015		1,345,000		1,342,297
8.375% due 12/10/2018		727,000		815,985
7.875% due 3/15/2019		21,903,200		24,060,665
5.750% due 1/20/2020		11,320,000		11,602,774
5.375% due 1/27/2021		1,865,000		1,856,943
Pitney Bowes Inc.
5.000% due 3/15/2015		867,000		877,622
5.750% due 9/15/2017		11,000		12,137
4.750% due 5/15/2018		102,000		109,528
6.250% due 3/15/2019		918,000		1,042,906
5.250% due 1/15/2037		2,806,000		3,022,281
Plains Exploration &
Production Co.
6.125% due 6/15/2019		12,983,000		14,151,470
7.625% due 4/1/2020		10,352,000		10,979,072
6.500% due 11/15/2020		17,827,000		19,386,862
6.625% due 5/1/2021		30,335,000		33,178,906
6.750% due 2/1/2022		14,445,000		16,124,231
6.875% due 2/15/2023		2,364,000		2,667,301
Platinum Underwriters
Finance, Inc.
7.500% due 6/1/2017		15,976,000		18,015,304
Plum Creek Timberlands LP
5.875% due 11/15/2015		50,000		52,209
PNC Financial Services Group
6.750% due 8/1/2021 (b)(e)		34,389,000		37,573,421
PNC Funding Corp.
5.250% due 11/15/2015		352,000		366,269
PNM Resources Inc.
9.250% due 5/15/2015		3,067,000		3,175,336
PPF Funding, Inc.
5.625% due 1/15/2017 (f)		245,000		260,466
Principal Life Income
Funding Trusts
3.580% due 4/1/2016 (b)		50,000		51,040
Prologis, Inc.
6.875% due 3/15/2020		69,000		81,937

See Notes to Financial Statements.
25

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
Provident Cos., Inc.
7.000% due 7/15/2018	$	1,057,000	$	1,216,724
Prudential Financial, Inc.
5.000% due 3/16/2015		142,000		143,860
5.250% due 5/15/2015		15,000		15,325
8.875% due 6/15/2038 (b)		33,958,000		40,112,887
QVC Inc.
7.375% due 10/15/2020 (f)		32,109,000		33,834,859
Regions Bank / Birmingham AL
7.500% due 5/15/2018		15,723,000		18,367,341
Regions Financial Corp.
5.750% due 6/15/2015		5,378,000		5,503,291
Reinsurance Group of
America, Inc.
6.750% due 12/15/2065 (b)		33,768,000		34,443,360
Rogers Communications Inc.
6.750% due 3/15/2015		6,000		6,105
Russian Agricultural Bank
OJSC via RSHB Capital S.A.
5.298% due 12/27/2017 (f)		10,000,000		9,512,500
5.298% due 12/27/2017 (f)		2,000,000		1,902,500
7.750% due 5/29/2018 (f)		5,000,000		5,055,150
Russian Railways via RZD
Capital PLC
5.739% due 4/3/2017 (f)		12,120,000		12,023,888
5.700% due 4/5/2022 (f)		39,200,000		35,672,000
Seagate HDD Cayman
6.875% due 5/1/2020		71,871,000		76,003,582
7.000% due 11/1/2021		569,000		628,745
Security Benefit Life Insurance
8.750% due 5/15/2016 (f)		8,000,000		8,602,632
Seminole Indian Tribe of Florida
8.030% due 10/1/2020 (f)		33,300,000		36,463,500
SESI LLC
6.375% due 5/1/2019		30,286,000		31,573,155
7.125% due 12/15/2021		47,391,000		52,130,100
Skyway Concession Co. LLC
0.513% due 6/30/2017 (b)(f)		17,825,000		17,112,000
SL Green Realty Corp.
5.000% due 8/15/2018		16,215,000		17,491,234
SLM Corp.
3.500% due 12/15/2014 (b)		444,000		444,004
3.650% due 9/15/2015 (b)		90,000		89,820
5.000% due 9/15/2015		55,000		55,006
5.000% due 9/15/2015		140,000		139,705
5.000% due 9/15/2015		46,000		45,906
5.150% due 3/15/2017		3,085,000		3,069,813
4.800% due 6/15/2017 (c)		59,000		58,307
5.100% due 6/15/2017 (c)		35,000		34,816
5.450% due 3/15/2018		74,000		73,641
5.600% due 3/15/2018		30,000		29,792
5.000% due 6/15/2018		168,000		166,320
5.600% due 6/15/2018		29,000		28,918
8.450% due 6/15/2018		9,790,000		11,062,700
5.200% due 12/15/2018 (c)		30,000		29,765
5.500% due 3/15/2019		800,000		796,854
5.900% due 3/15/2019 (c)		30,000		29,573
6.000% due 3/15/2019 (c)		110,000		109,005
6.200% due 3/15/2019 (c)		44,000		42,608
6.600% due 3/15/2019 (c)		375,000		369,434
5.190% due 4/24/2019		731,000		731,914
3.950% due 5/3/2019 (b)		217,000		211,050
5.000% due 6/15/2019		158,000		156,712
5.000% due 6/15/2019		48,000		47,752
6.000% due 6/15/2019		94,000		93,389
6.000% due 9/15/2019		43,000		42,367
8.000% due 3/25/2020		20,888,000		23,577,330
6.250% due 9/15/2020 (c)		154,000		152,277
6.500% due 12/15/2020 (c)		71,000		69,300
6.750% due 12/15/2020 (c)		306,000		298,507
6.750% due 12/15/2020 (c)		95,000		94,740
6.000% due 6/15/2021 (c)		67,000		66,063
6.000% due 6/15/2021		40,000		39,470
6.000% due 6/15/2021		251,000		244,138
6.000% due 6/15/2021		381,000		368,396
6.150% due 6/15/2021		271,000		266,875
6.150% due 6/15/2021		152,000		150,114
7.000% due 6/15/2021 (c)		194,000		190,608
7.250% due 1/25/2022		805,000		883,487
5.400% due 4/25/2023 (c)		70,000		64,433

See Notes to Financial Statements.
26

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
StanCorp Financial Group, Inc.
6.900% due 6/1/2067 (b)	$	14,674,000	$	15,224,275
Standard Chartered PLC
4.000% due 7/12/2022 (b)(f)		37,273,000		38,224,729
Stanley Black & Decker Inc.
5.750% due 12/15/2053 (b)		32,733,000		35,024,310
State Bank of India/London
4.125% due 8/1/2017 (f)		9,500,000		9,951,915
Steelcase Inc.
6.375% due 2/15/2021		787,000		914,349
Sunoco, Inc.
9.625% due 4/15/2015		6,855,000		7,068,958
SunTrust Bank
5.000% due 9/1/2015		690,000		712,127
5.450% due 12/1/2017		51,000		56,176
Susa Partnership L.P.
8.200% due 6/1/2017		16,000		18,399
7.450% due 7/1/2018		130,000		150,963
Symantec Corp.
2.750% due 9/15/2015		191,000		193,671
Tech Data Corp.
3.750% due 9/21/2017		4,301,000		4,469,707
Teck Resources Ltd.
5.375% due 10/1/2015		1,077,000		1,114,635
Telecom Italia
6.999% due 6/4/2018		14,618,000		16,335,615
Texas Gas Transmission, LLC
4.600% due 6/1/2015		710,000		724,118
Transatlantic Holdings, Inc.
5.750% due 12/14/2015		1,429,000		1,501,210
Transocean Inc.
6.000% due 3/15/2018		33,366,000		35,081,480
7.375% due 4/15/2018		4,933,000		5,381,237
UDR, Inc.
5.250% due 1/15/2015		690,000		693,769
Union Electric Co.
4.750% due 4/1/2015		15,000		15,214
Unitrin, Inc.
6.000% due 11/30/2015		10,869,000		11,372,582
6.000% due 5/15/2017		22,817,000		24,906,695
Unum Group
7.125% due 9/30/2016		1,200,000		1,329,373
URS Corp.
3.850% due 4/1/2017		9,128,000		9,128,000
Washington Real Estate
Investment Trust
5.350% due 5/1/2015		72,000		73,250
Wells Fargo & Co.
7.980% due 3/15/2018 (b)(e)		77,181,000		85,285,005
Western Union Co.
5.930% due 10/1/2016		33,095,000		35,844,996
Westvaco Corp.
7.650% due 3/15/2027		248,000		278,850
7.500% due 6/15/2027		626,000		710,354
Weyerhaeuser Co.
6.950% due 8/1/2017		195,000		220,308
White Mountains Re
Group, Ltd.
6.375% due 3/20/2017 (f)		9,496,000		10,509,375
Willis N.A. Inc.
6.200% due 3/28/2017		2,176,000		2,374,033
Wyndham Worldwide
6.000% due 12/1/2016		2,615,000		2,837,118
5.750% due 2/1/2018		2,046,000		2,206,955
Wynn Las Vegas LLC
7.875% due 5/1/2020		7,540,000		7,973,550
7.750% due 8/15/2020		71,551,000		76,201,815

See Notes to Financial Statements.
27

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

	Principal
	Amount		Value
BONDS (continued)
Corporate Bonds (continued)
XL Group PLC
6.500% due 4/15/2017 (b)(e)	$	90,235,000	$	87,076,775
ZFS Finance USA Trust II
6.450% due 12/15/2065 (b)(f)		5,000,000		5,325,000
Zions Bancorporation
4.500% due 3/27/2017		1,125,000		1,188,997
Total Corporate Bonds				3,152,464,377
Federal Agency Mortgage-
Backed Securities - 0.0%
Fannie Mae
7.000% due 7/1/2015,
Series 53-5461F		585		591
8.000% due 9/1/2015,
Series 53-5460F		1,335		1,350
6.500% due 1/1/2019,
Series 76-9194F		34,951		37,129
6.000% due 10/1/2037,
Series 88-8736F		185,369		203,597
6.000% due 3/1/2038,
Series 25-7134F		137,678		151,233
Freddie Mac
4.500% due 5/1/2018,
Series P1-0032		24,208		24,603
6.500% due 12/1/2018,
Series C9-0241		24,928		28,361
6.000% due 11/1/2021,
Series G1-2449		42,013		46,208
6.000% due 2/1/2022,
Series G1-2758		82,297		90,622
Ginnie Mae
5.500% due 6/15/2017,
Series 58-4476X		1,012		1,063
5.500% due 7/20/2018,
Series 00-3411M		8,301		8,777
7.000% due 5/15/2033,
Series 78-2071X		40,765		48,211
5.500% due 6/20/2038,
Series 00-4163M		25,589		27,460
Total Federal Agency
Mortgage-Backed Securities				669,205
Taxable Municipal Bonds - 2.6%
California Earthquake Authority
6.169% due 7/1/2016		590,000		607,759
Casino Reinvestment
Development Authority NJ
5.340% due 6/1/2020		9,765,000		10,011,273
City of Atlantic City NJ
4.750% due 12/15/2015		220,000		226,785
City of Cleveland OH Airport
System Revenue
5.239% due 1/1/2017		650,000		667,134
City of Detroit MI Water Supply
System Revenue
3.607% due 7/1/2016		325,000		321,734
City of Miami FL
6.750% due 12/1/2018		1,310,000		1,444,157
County of Reeves TX Certs.
of Participation
5.150% due 12/1/2014		20,000		20,000
4.250% due 12/1/2015		10,000		10,082
6.150% due 12/1/2015		1,000,000		1,032,130
7.000% due 12/1/2015		35,000		36,414
5.000% due 12/1/2016		65,000		67,033
6.000% due 12/1/2016		75,000		77,028
5.000% due 12/1/2017		45,000		46,551
6.250% due 12/1/2017		20,000		20,543
7.400% due 12/1/2017		195,000		202,467
5.625% due 12/1/2018		25,000		26,386
6.500% due 12/1/2018		125,000		128,525
7.500% due 12/1/2018		35,000		36,326
6.750% due 12/1/2019		615,000		629,772
6.125% due 12/1/2020		375,000		402,315
6.875% due 12/1/2020		370,000		379,949
6.375% due 12/1/2021		45,000		48,732
7.000% due 12/1/2021		380,000		390,176
7.700% due 12/1/2021		3,340,000		3,451,957
Fannin County TX Public
Facility Corp.
2.950% due 10/1/2015		335,000		338,052
3.950% due 10/1/2016		675,000		686,509
4.600% due 10/1/2017		740,000		756,213
5.200% due 10/1/2019		515,000		528,555
5.650% due 10/1/2021		825,000		857,637

See Notes to Financial Statements.
28

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

	Principal
	Amount		Value
BONDS (continued)
Taxable Municipal Bonds (continued)
Garza County TX Public
Facility Corp.
6.200% due 10/1/2020	$	1,675,000	$	1,752,234
Guam Gov’t.
Waterworks Authority
1.880% due 7/1/2016		3,320,000		3,313,094
2.516% due 7/1/2017		210,000		208,986
Harris County-Houston TX
Sports Authority
6.500% due 11/15/2016		125,000		126,624
Kentucky Economic
Development Finance
Authority
7.000% due 12/1/2021		210,000		213,423
Lancaster PA Parking Authority
5.760% due 12/1/2017		520,000		541,414
LL & P Wind Energy, Inc. WA
5.733% due 12/1/2017 (f)		865,000		876,972
5.983% due 12/1/2022 (f)		8,595,000		8,916,023
Los Angeles CA Community
College District
4.760% due 8/1/2015		40,000		40,107
Memphis TN Health
Educational & Housing
Facility Board
4.500% due 3/1/2018		240,000		238,946
New Jersey Economic
Development Authority
5.000% due 6/15/2017 (f)		810,000		824,499
Pontotoc County OK
Educational Facilities
Authority
4.119% due 9/1/2023		360,000		372,323
Puerto Rico Commonwealth
Gov’t. Development Bank
4.704% due 5/1/2016		24,080,000		20,604,052
3.875% due 2/1/2017		8,000,000		6,357,600
4.375% due 2/1/2019		12,395,000		8,910,642
San Luis AZ Facility
Development Corp.
4.050% due 5/1/2016		1,005,000		1,006,116
4.650% due 5/1/2017		1,130,000		1,133,243
5.050% due 5/1/2018		780,000		789,149
5.350% due 5/1/2019		1,240,000		1,243,088
5.600% due 5/1/2020		670,000		682,047
5.700% due 5/1/2020		850,000		867,187
5.800% due 5/1/2021		1,055,000		1,076,037
5.900% due 5/1/2021		980,000		1,001,746
6.100% due 5/1/2022		1,030,000		1,045,553
6.200% due 5/1/2022		1,035,000		1,052,947
Summit County OH
Development Finance
Authority
6.250% due 5/15/2026		455,000		482,414
West Texas Detention
Facility Corp.
3.800% due 11/1/2016		1,000,000		1,018,000
4.400% due 11/1/2017		1,195,000		1,233,013
4.700% due 11/1/2018		920,000		951,657
Willacy County TX Local
Gov’t. Corp.
7.800% due 12/1/2028		1,560,000		1,672,663
Willacy County TX Public
Facility Corp.
5.000% due 12/1/2015		1,230,000		1,255,387
6.000% due 12/1/2016		1,330,000		1,397,577
6.000% due 12/1/2017		390,000		414,976
5.600% due 12/1/2018		420,000		446,149
Total Taxable Municipal Bonds				95,518,082
Tax-Exempt Municipal Bonds - 0.4%
Casino Reinvestment
Development Authority NJ
5.250% due 6/1/2019		5,000,000		5,101,550
Harris County-Houston TX
Sports Authority
0.000% due 11/15/2019 (d)		11,680,000		8,947,697
0.000% due 11/15/2020 (d)		65,000		47,122
Total Tax-Exempt
Municipal Bonds				14,096,369

See Notes to Financial Statements.
29

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2014

	Principal
	Amount		Value
BONDS (continued)
United States Government &
Agency Issues - 1.9%
Federal Home Loan Banks
1.233% due 8/14/2024 (b)	$	72,000,000	$	72,075,168
Total United States Government &
Agency Issues				72,075,168
TOTAL BONDS
(COST $3,698,853,713)				3,649,261,739
	Shares
SHORT-TERM INVESTMENTS - 0.0%
Money Market Funds - 0.0%
Fidelity Money Market Portfolio
Class I, 0.051% (a)		127		127
Total Money Market Funds				127
TOTAL SHORT-TERM
INVESTMENTS (COST $127)				127
TOTAL INVESTMENTS - 98.0%
(COST $3,698,853,840)				3,649,261,866
NET OTHER ASSETS AND
LIABILITIES - 2.0%				74,701,242
NET ASSETS - 100.0%			$	3,723,963,108

 

(a)	Represents the 7-day yield at November 30, 2014.
(b)	Rate shown represents the current coupon rate at November 30, 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
B.V.:	Besloten Vennootschap is the Dutch term for a private limited liability corporation.
S.A.:	Generally designates corporations in various countries, mostly those employing the civil law.

See Notes to Financial Statements.
30

FUND EXPENSE EXAMPLES (Unaudited)

November 30, 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 June 1, 2014 to November 30, 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*
	06/01/14	11/30/14		06/01/14-11/30/14
Thompson LargeCap Fund
Actual	$1,000.00	$	1,076.33	$5.99
Hypothetical (5% return before expenses)	$1,000.00	$	1,019.23	$5.82
Thompson MidCap Fund
Actual	$1,000.00	$	1,041.28	$6.65
Hypothetical (5% return before expenses)	$1,000.00	$	1,018.48	$6.58
Thompson Bond Fund
Actual	$1,000.00	$	987.94	$3.54
Hypothetical (5% return before expenses)	$1,000.00	$	1,021.44	$3.60

*	Expenses are equal to the annualized [net] expense ratio for each Fund (LargeCap Fund: 1.15%; MidCap Fund: 1.30%; and Bond Fund: 0.71%), multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).
	For more information, please refer to the Funds’ Prospectus.

See Notes to Financial Statements.
31

STATEMENTS OF ASSETS AND LIABILITIES

November 30, 2014 (In thousands, except per share amounts)

	LARGECAP				MIDCAP			BOND
	FUND				FUND			FUND
ASSETS
Total investments in securities, at value (Cost $106,991, $34,336 and
$3,698,854, respectively)		$	128,748			$	41,375	$	3,649,262
Due from sale of securities			52				–		8,630
Receivable from fund shares sold			2				1		28,838
Dividends and interest receivable			246				43		54,771
Prepaid expenses			8				4		113
Total Assets			129,056				41,423		3,741,614
LIABILITIES
Due on purchase of securities			290				44		7,842
Payable for fund shares redeemed			3				4		6,124
Line of credit			–				–		1,469
Accrued expenses payable			41				33		181
Due to Advisor			106				35		2,035
Total Liabilities			440				116		17,651
NET ASSETS		$	128,616			$	41,307	$	3,723,963
Net Assets consist of:
Capital stock ($.001 par value)		$	158,405			$	30,507	$	3,739,573
Undistributed net investment income			564				–		36,424
Accumulated net realized gain (loss) on investments			(52,110	)			3,761		(2,442	)
Net unrealized appreciation (depreciation) on investments			21,757				7,039		(49,592	)
Net Assets		$	128,616			$	41,307	$	3,723,963
Shares of capital stock outstanding (unlimited shares authorized)			2,408				2,942		318,562
Offering and redemption price/Net asset value per share		$	53.40	(a)		$	14.04	$	11.69

(a) Does not recalculate due to rounding.

See Notes to Financial Statements.
32

STATEMENTS OF OPERATIONS

Year Ended November 30, 2014 (In thousands)

	LARGECAP				MIDCAP				BOND
	FUND				FUND				FUND
Investment income
Dividends(1)		$	2,104			$	481		$	2
Interest			–				–			148,198
			2,104				481			148,200
Expenses
Investment advisory fees			1,171				377			18,728
Shareholder servicing costs			104				41			1,647
Administrative & accounting services fees			121				53			869
Custody fees			13				6			258
Federal & state registration			36				36			137
Directors fees			23				20			107
Professional fees			38				37			73
Other expenses			26				11			571
Total expenses			1,532				581			22,390
Less expenses reimbursed by Advisor			(100	)			(91	)		–
Net expenses			1,432				490			22,390
Net investment income (loss)			672				(9	)		125,810
Net realized gain (loss) on investments			15,743				3,923			(822	)
Net unrealized appreciation (depreciation) on investments			1,450				332			(73,260	)
Net gain (loss) on investments			17,193				4,255			(74,082	)
Net increase in net assets resulting from operations		$	17,865			$	4,246		$	51,728
(1)Net of foreign withholding taxes		$	6			$	1		$	–

See Notes to Financial Statements.
33

STATEMENTS OF CHANGES IN NET ASSETS

(In thousands)

	LARGECAP								MIDCAP								BOND
	FUND								FUND								FUND
	Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended
	November 30,				November 30,				November 30,				November 30,				November 30,				November 30,
	2014				2013				2014				2013				2014				2013
Operations
Net investment income (loss)		$	672			$	506			$	(9	)		$	(6	)		$	125,810			$	66,724
Net realized gain (loss)
on investments			15,743				15,555				3,923				4,145				(822	)			7,031
Net unrealized appreciation
(depreciation) on investments			1,450				17,741				332				5,045				(73,260	)			(17,723	)
Net increase in net assets resulting
from operations			17,865				33,802				4,246				9,184				51,728				56,032
Distributions to Shareholders
Distributions from net
investment income			(472	)			(538	)			–				–				(112,531	)			(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	)			(118,333	)			(59,677	)
Fund Share Transactions
(See Note 4)			(13,575	)			(8,076	)			3,386				5,931				1,538,506				963,424
Total Increase in Net Assets			3,818				25,188				3,699				13,053				1,471,901				959,779
Net Assets
Beginning of period			124,798				99,610				37,608				24,555				2,252,062				1,292,283
End of period		$	128,616			$	124,798			$	41,307			$	37,608			$	3,723,963			$	2,252,062
Undistributed net investment
income included in net assets
at end of period		$	564			$	364			$	–			$	–			$	36,424			$	21,532

See Notes to Financial Statements.
34

NOTES TO FINANCIAL STATEMENTS

November 30, 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 on an 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 November 30, 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

35

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 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 November 30, 2014:

	LargeCap Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Common stocks	$	128,339,129	$	–	$	–	$	128,339,129
Short-term investments		408,961		–		–		408,961
Total Assets	$	128,748,090	$	–	$	–	$	128,748,090
	MidCap Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Common stocks	$	41,293,561	$	–	$	–	$	41,293,561
Short-term investments		81,747		–		–		81,747
Total Assets	$	41,375,308	$	–	$	–	$	41,375,308
	Bond Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Bonds	$	–	$	3,649,261,739	$	–	$	3,649,261,739
Short-term investments		127		–		–		127
Total Assets	$	127	$	3,649,261,739	$	–	$	3,649,261,866

There were no transfers between level-1 and level-2 securities and the Funds did not invest in any level-3 investments as of and during the fiscal year ended November 30, 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.

36

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 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.

37

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2014

LINE OF CREDIT - The Funds have established an unsecured line of credit (“LOC”) with U.S. Bank N.A. which expires November 13, 2015 used primarily to finance redemption payments. Each individual Fund’s borrowing under the LOC is limited to 5% of the value of that Fund’s net assets, 33.33% of the value of the Fund’s investments, or any explicit borrowing limits imposed by the LOC, whatever is less. As of November 30, 2014, the limits established are: LargeCap Fund - $6,500,000, MidCap Fund - $2,000,000 and Bond Fund - $175,000,000. All terms and borrowing limits imposed by the LOC are subject to review and approval by the Funds’ Board. The following table shows the average balance, average interest rate, interest expense, and maximum borrowings incurred by the Funds on the LOC for the fiscal year ended November 30, 2014.

									Date(s) of
	Average		Average	Interest			Maximum		Maximum
	Balance		Interest Rate	Expense			Borrowing		Borrowing
LargeCap Fund	$	96,701	3.250%		$	3,186	$	1,847,000	01/09/2014
MidCap Fund	$	31,362	3.250%		$	1,040	$	1,700,000	01/06/2014 and
									01/08/2014
Bond Fund	$	558,501	3.250%		$	18,403	$	14,854,000	09/03/2014

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

ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES - As of and during the fiscal year ended November 30, 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, 2014 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 fiscal year ended November 30, 2014, the Advisor reimbursed expenses incurred by the LargeCap Fund and the MidCap Fund in the amounts of $100,095 and $91,018, respectively. The Funds are not obligated to reimburse the Advisor for any fees or expenses waived in previous fiscal years.

38

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 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 fiscal year ended November 30, 2014 in the following amounts:

	Administrative &
	Accounting Fees Paid
LargeCap Fund	$	37,213
MidCap Fund	$	33,677
Bond Fund	$	303,058

The Funds reimburse the Advisor for a portion of amounts paid by the Advisor out of the Advisor’s own resources under various shareholder, account maintenance, networking and other services provided to the Funds by broker-dealers and other intermediaries. The amount reimbursed by the Funds is equal to (1) for those accounts maintained through a shareholder servicing arrangement, an annual rate of no more than 0.10% of the average daily net assets of the omnibus accounts in the Funds for which all broker-dealers and other intermediaries, in the aggregate, are responsible, and (2) for those accounts maintained through a networking arrangement, no more than $6 per year per account in the Funds for which the broker-dealers and other intermediaries are responsible; provided however, in all cases only one of these fees shall be applicable to the assets in an account. This amount has been determined by the Funds’ Board to approximate the transfer agency fees that would otherwise have been payable by the Funds if such broker-dealers and intermediaries did not maintain these accounts. For the fiscal year ended November 30, 2014, the amounts reimbursed by the Funds to the Advisor were:

	Intermediary
	Fees Reimbursed
LargeCap Fund		$	28,934
MidCap Fund		$	3,782
Bond Fund		$	1,117,698

As of November 30, 2014, retirement plan investments by certain employees of the Advisor represent 5.79% of the net assets of the MidCap Fund.

39

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2014

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

	Year Ended					Year Ended
	November 30, 2014					November 30, 2013
	Shares		Dollars			Shares		Dollars
LargeCap Fund
Shares sold	113		$	5,604		323		$	13,589
Shares issued in reinvestment of dividends	10			460		14			517
Shares issued in reinvestment of realized gains	–			–		–			–
Shares redeemed	(400	)		(19,639	)	(559	)		(22,182	)
Net decrease	(277	)	$	(13,575	)	(222	)	$	(8,076	)
MidCap Fund
Shares sold	427		$	5,679		488		$	6,084
Shares issued in reinvestment of dividends	–			–		–			–
Shares issued in reinvestment of realized gains	315			3,919		195			2,058
Shares redeemed	(479	)		(6,212	)	(181	)		(2,211	)
Net increase	263		$	3,386		502		$	5,931
Bond Fund
Shares sold	196,126		$	2,327,553		144,318		$	1,716,983
Shares issued in reinvestment of dividends	8,996			106,321		4,549			53,604
Shares issued in reinvestment of realized gains	471			5,520		188			2,229
Shares redeemed	(76,062	)		(900,888	)	(68,208	)		(809,392	)
Net increase	129,531		$	1,538,506		80,847		$	963,424

NOTE 5 - PURCHASE AND SALE OF SECURITIES
Investment transactions for the fiscal year ended November 30, 2014 were as follows:

	Securities other than U.S.
	Government and Short-term
	Investments				U.S. Government Securities
	Purchases		Sales		Purchases		Sales
LargeCap Fund	$	33,261,302	$	46,291,292	$	–	$	–
MidCap Fund	$	12,940,864	$	13,488,181	$	–	$	–
Bond Fund	$	2,173,689,439	$	354,699,570	$	491,558,093	$	139,083,513

40

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2014

NOTE 6 - INCOME TAX INFORMATION
At November 30, 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		$	107,247,065			$	34,470,012		$	3,698,934,020
Unrealized appreciation		$	23,552,410			$	8,685,600		$	44,543,179
Unrealized depreciation			(2,051,385	)			(1,780,304	)		(94,215,333	)
Net unrealized appreciation (depreciation)		$	21,501,025			$	6,905,296		$	(49,672,154	)
Distributable ordinary income		$	563,712			$	429,413		$	36,423,949
Distributable long-term capital gains			–				3,464,324			–
Total distributable earnings		$	563,712			$	3,893,737		$	36,423,949

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

The tax components of distributions paid during the fiscal years ended November 30, 2014 and November 30, 2013 are as follows:

	LargeCap Fund			MidCap Fund			Bond Fund
Fiscal year ended November 30, 2014
Distributions paid from:
Ordinary income distributions		$	472,077		$	246,171		$	112,531,226
Long-term capital gains distributions			–			3,687,221			5,801,616
Total distributions paid		$	472,077		$	3,933,392		$	118,332,842
Fiscal year ended November 30, 2013
Distributions paid from:
Ordinary income distributions		$	538,254		$	–		$	57,322,991
Long-term capital gains distributions			–			2,062,420			2,353,544
Total distributions paid		$	538,254		$	2,062,420		$	59,676,535

The tax basis post-October losses as of November 30, 2014 and capital loss carryforward as of November 30, 2014, which are not being recognized for tax purposes until the first day of the following fiscal year, are as follows:

	LargeCap Fund			MidCap Fund			Bond Fund
Post-October losses		$	–		$	–		$	1,260,557
Net capital loss carryforward
Subject to expiration
November 30, 2016		$	4,098,285		$	–		$	–
November 30, 2017			47,755,283			–			–
Not subject to expiration
Short-term			–			–			1,100,909
Long-term			–			–			–
Total capital loss carryforward		$	51,853,568		$	–		$	1,100,909

During the fiscal year ended November 30, 2014, the LargeCap Fund utilized capital loss carryforwards in the amount of $15,660,462.

41

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2014

Under the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”), capital losses incurred during taxable years after December 22, 2010 are carried forward indefinitely and retain the character of the original loss. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Modernization Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

The following distributions were declared on December 18, 2014, payable to shareholders on December 19, 2014 (Unaudited):

	LargeCap Fund			MidCap Fund			Bond Fund
Ordinary income distributions
Amount		$	675,832		$	429,599	$	45,613,338
Per Share		$	0.28		$	0.15	$	0.15
Long-term capital gains distributions
Amount		$	–		$	3,466,117	$	–
Per Share		$	–		$	1.18	$	–

42

FINANCIAL HIGHLIGHTS

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

	Year Ended November 30,
	2014			2013			2012			2011			2010
LARGECAP FUND
Net Asset Value, Beginning of Period		$46.47			$34.27			$30.07			$29.20			$27.04
Income from Investment Operations
Net investment income		0.27			0.19			0.18			0.08			0.01
Net realized and unrealized gains
on investments and options		6.84			12.20			4.13			0.80			2.20
Total from Investment Operations		7.11			12.39			4.31			0.88			2.21
Less Distributions
Distributions from net investment income		(0.18	)		(0.19	)		(0.11	)		(0.01	)		(0.05	)
Distributions from net realized gains		–			–			–			–			–
Total Distributions		(0.18	)		(0.19	)		(0.11	)		(0.01	)		(0.05	)
Net Asset Value, End of Period		$53.40			$46.47			$34.27			$30.07			$29.20
Total Return	15.35%			36.33%			14.37%			3.02%			8.17%
Ratios/Supplemental Data
Net assets, end of period (millions)		$128.6			$124.8			$99.6			$104.1			$125.8
Ratios to average net assets:
Ratio of expenses		1.15%			1.21%			1.31%			1.31%			1.36%
Ratio of expenses without reimbursement		1.23%			1.22%			1.31%			1.31%			1.36%
Ratio of net investment income		0.54%			0.46%			0.47%			0.24%			0.05%
Ratio of net investment income
without reimbursement		0.46%			0.45%			0.47%			0.24%			0.05%
Portfolio turnover rate		27%			38%			30%			40%			37%

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.

		Year Ended November 30,
		2014			2013			2012			2011			2010
MIDCAP FUND
Net Asset Value, Beginning of Period		$14.04			$11.28			$11.15			$11.36			$ 9.39
Income from Investment Operations
Net investment loss (a)		–			–			–			–			–
Net realized and unrealized gains
on investments		1.47			3.71			1.38			0.44			2.02
Total from Investment Operations		1.47			3.71			1.38			0.44			2.02
Less Distributions
Distributions from net investment income		–			–			–			–			–	(a)
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	)
Net Asset Value, End of Period		$14.04			$14.04			$11.28			$11.15			$11.36
Total Return	11.82%			35.65%			14.41%				3.69%		21.71%
Ratios/Supplemental Data
Net assets, end of period (millions)		$41.3			$37.6			$24.6			$17.6			$15.7
Ratios to average net assets:
Ratio of expenses		1.30%			1.30%			1.30%			1.30%			1.30%
Ratio of expenses without reimbursement		1.54%			1.63%			1.83%			1.96%			2.34%
Ratio of net investment loss	(0.02%		)	(0.02%		)	(0.03%		)	(0.19%		)	(0.09%		)
Ratio of net investment loss
without reimbursement	(0.27%		)	(0.35%		)	(0.56%		)	(0.85%		)	(1.14%		)
Portfolio turnover rate		34%			47%			44%			47%			39%

(a) Less than .005 per share.

See Notes to Financial Statements.
44

FINANCIAL HIGHLIGHTS (Continued)

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

		Year Ended November 30,
		2014			2013			2012		2011		2010
BOND FUND
Net Asset Value, Beginning of Period		$11.91			$11.95			$11.33		$11.54		$11.16
Income from Investment Operations
Net investment income		0.45			0.41			0.41		0.42		0.34
Net realized and unrealized gains (losses)
on investments		(0.19	)		(0.03	)		0.67	(a)	(0.17	)(a)	0.46	(a)
Total from Investment Operations		0.26			0.38			1.08		0.25		0.80
Less Distributions
Distributions from net investment income		(0.45	)		(0.40	)		(0.43	)	(0.40	)	(0.34	)
Distributions from net realized gains		(0.03	)		(0.02	)		(0.03	)	(0.06	)	(0.08	)
Total Distributions		(0.48	)		(0.42	)		(0.46	)	(0.46	)	(0.42	)
Net Asset Value, End of Period		$11.69			$11.91			$11.95		$11.33		$11.54
Total Return		2.19%			3.24%			9.70%		2.16%		7.33%
Ratios/Supplemental Data
Net assets, end of period (millions)	$3,724.0			$2,252.1			$1,292.3			$656.0		$437.5
Ratios to average net assets:
Ratio of expenses		0.72%			0.74%			0.78%		0.80%		0.80%
Ratio of expenses without reimbursement		0.72%			0.74%			0.78%		0.84%		0.87%
Ratio of net investment income		4.04%			3.73%			3.90%		3.89%		3.52%
Ratio of net investment income
without reimbursement		4.04%			3.73%			3.90%		3.86%		3.44%
Portfolio turnover rate		21%			33%			16%		14%		10%

(a) Realized and unrealized gains and losses per share are balancing amounts necessary to reconcile the change in net asset value per share in the period. It does not agree to the aggregate gains and losses in the Statement of Operations due to the fluctuation in share transactions.

See Notes to Financial Statements.
45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Thompson IM Funds, Inc. comprising Thompson LargeCap Fund, Thompson MidCap Fund, and Thompson Bond Fund (the “Funds”) as of November 30, 2014, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2014, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds constituting Thompson IM Funds, Inc. as of November 30, 2014, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

COHEN FUND AUDIT SERVICES, LTD.
Cleveland, Ohio
January 20, 2015

46

DIRECTORS AND OFFICERS (Unaudited)

(Information as of 12/31/14)

	Position(s)
	Held with		Number of	Other
	Thompson IM		Thompson IM	Directorships
	Funds, Inc. and	Principal Occupation(s)	Funds Overseen	Held
Name and Age	Length of Time Served(1)	During Past Five Years	by Director	by Director
Independent Directors:
John W. Feldt Birth date: 5/2/42	Chairman since July 2012 Director since 1987	●Currently retired ●Senior Vice President of Finance of the University of Wisconsin Foundation from 1984 to 2006 ●Former Vice President of Finance for the University of Wisconsin Foundation	3	Baird Funds, Inc. (9 funds)
George E. Austin Birth date: 9/15/52	Director since 2011	●President of AVA Civic Enterprises Inc. (consulting firm), since January 2011 ●Director of W. Jerome Frautschi Foundation Inc. (private foundation), since December 2012; President from 1998 to December 2012 ●Director of the Home Savings Bank since 1998 ●Director of Overture Development Corporation (support organization for Overture Center Foundation), since 2001; President from 2001 to 2009	3	None
Patricia Lipton Birth date: 12/9/42	Director since 2007	●Currently retired ●Executive Director, State of Wisconsin Investment Board (“SWIB”) from 1989 to 2004 ●Assistant Executive Director, SWIB from 1982 to 1989 ●Former Director, State Tax Policy Bureau of the Wisconsin Department of Revenue	3	None
Interested Directors and Officers:
John W. Thompson(2) Birth date: 7/26/43	Director since 1987 Chairman from 1987 to January 2009 Chief Executive Officer since 2005 President since January 2009	●President of Thompson Investment Management, Inc. (“TIM”) since 2004 ●President of Thompson Plumb & Associates, Inc. (“TPA”) (investment advisor) from 1984 to 2003 ●Treasurer of TPA from 1993 to 2003 ●A Chartered Financial Analyst	3	None
Jason L. Stephens(2) Birth date: 10/15/74	Director since 2011 Vice President since 2009 Secretary from 2005 to 2010	●Chief Operating Officer of TIM since June 2009 ●Corporate Secretary of TIM since 2004 ●Portfolio Manager of TIM since 2007 ●Research Analyst of TIM from 2004 to 2007 ●Research Analyst of TPA during 2003 ●A Chartered Financial Analyst	3	None

47

DIRECTORS AND OFFICERS (Unaudited) (Continued)

(Information as of 12/31/14)

	Position(s)
	Held with		Number of	Other
	Thompson IM		Thompson IM	Directorships
	Funds, Inc. and	Principal Occupation(s)	Funds Overseen	Held
Name and Age	Length of Time Served(1)	During Past Five Years	by Director	by Director
Independent Directors:
James T. Evans Birth date: 6/6/75	Vice President since 2009	●Chief Investment Officer of TIM since June 2009 ●Portfolio Manager of TIM since 2008 ●Research Analyst of TIM from 2005 to 2008 ●Managing Director of Nakoma Capital Management, from 2000 to 2005 ●A Chartered Financial Analyst	N/A	N/A
Penny M. Hubbard Birth date: 6/2/61	Chief Financial Officer and Treasurer since 2005	●Vice President of TIM since 2004 ●Assistant Vice President - Client Services of TPA and various other capacities 1984-2004	N/A	N/A
Nedra S. Pierce Birth date: 10/2/61	Chief Compliance Officer since 2006	●Chief Compliance Officer of TIM since 2006 ●Director of Business Development of TIM from 2004 to 2006 and since June 2010 ●Director of Business Development of TPA from 1998 to 2003	N/A	N/A
Lesley T. Bailey Birth date: 9/30/78	Secretary since 2010	●Fund Accounting and Administration at TIM since 2004 ●Fund Accounting and Administration at TPA from 2001 to 2004	N/A	N/A
Sarah M. Baumgartner Birth date: 2/21/84	Assistant Secretary since 2012	●Fund Accounting and Administration at TIM since 2007	N/A	N/A

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

(1) Officers of the Investment Company serve one-year terms, subject to annual reappointment by the Board of Directors. Directors of the Investment Company serve a term of indefinite length until their resignation or removal, and stand for re-election by shareholders as and when required under the 1940 Act.

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

48

ADDITIONAL INFORMATION (Unaudited)

THOMPSON IM FUNDS

INVESTMENT ADVISOR
Thompson Investment Management, Inc.
918 Deming Way
Madison, Wisconsin 53717

DISTRIBUTOR
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202

TRANSFER AGENT
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Cohen Fund Audit Services, Ltd.
1350 Euclid Avenue, Suite 800
Cleveland, OH 44115

LEGAL COUNSEL
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

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

Proxy Voting Policy

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

Information About Portfolio Securities

The Funds file complete schedules of their portfolio holdings with the Securities and Exchange Commission for the Funds’ first and third quarters of its fiscal 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.

49

ADDITIONAL INFORMATION (Unaudited) (Continued)

Board Approval of Investment Advisory Agreement

The Investment Company Act of 1940 (the “Act”) requires that the Investment Advisory Agreement (the “Agreement”) for Thompson IM Funds, Inc. (the “Funds”) be approved annually by a vote of a majority of the Board of Directors, including a majority of the Directors who are not parties to the Agreement or “interested persons” of the Funds as that term is defined in the Act (the “Independent Directors”). At its meeting on November 11, 2014, the Board of Directors of the Funds, including all of the Independent Directors, voted unanimously to renew the existing Agreement between the Funds and Thompson Investment Management, Inc. (the “Advisor”) for each of the LargeCap Fund, the MidCap Fund and the Bond Fund (each of these series of the Funds is sometimes referred to as a “Fund” in this section).

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

In connection with the renewal process, both the Independent Directors as well as the full Board met separately in person on November 11, 2014, and the full Board met by telephone on November 3, 2014, to consider information relevant to the renewal process. The Independent Directors and the full Board are referred to collectively as the “Board” in this section.

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

The Board considered the nature, extent, and quality of services provided by the Advisor, including services required to be provided under the Agreement, services required to be provided under other agreements with the Advisor and with affiliates of the Advisor, and additional services provided by the Advisor that were not required under any of those agreements. The Board considered the background and experience of the Funds’ portfolio managers, other advisory personnel, compliance personnel, and other support personnel. It noted that in addition to considering these factors at this meeting, it had also considered many of these factors during the course of its quarterly meetings over the past year as well as at its November 3 special telephonic meeting. The Board noted that, in addition to investment management and broker-selection services, the Advisor prepares compliance and other materials for each of the Board’s meetings; provides office space, equipment, information technology and administrative services necessary for operation of the Funds; and performs regular compliance and risk analysis functions for the Funds. The Board believed that the nature, extent, and quality of services provided by the Advisor were comparable to those provided by advisors to comparable funds and that such services were adequate for the Funds’ needs.

In reviewing the investment performance of each of the Funds, the Board reviewed the one-, two-, three-, four-, five- and ten-year and life-of-fund performances of the Bond Fund and LargeCap Fund and the one-, two-, three-, four-, and five-year and life-of-fund performances of the MidCap Fund (which commenced operations on March 31, 2008).

The Board noted that the Bond Fund ranked in the top 20 percent of its comparison group and its comparison universe over each period. The Board further noted that the Bond Fund had outperformed its benchmark index and the Barclays Credit 1-5 Year Index for the one-, three-, five-, and ten-year periods.

The Board observed that the investment performance of the LargeCap Fund during the periods being compared had continued its trend of sustained improvement in more recent periods relative to the median performance of its comparison group and comparison universe, with the Fund in the first and second quintiles of its comparison group for each of the one-, three-, and five-year periods

50

ADDITIONAL INFORMATION (Unaudited) (Continued)

and above the median of its comparison universe for each of those periods; however, the LargeCap Fund had underperformed its benchmark index for the ten-year period. The Board noted that a consistent team of portfolio managers for the Fund had been in place during the past five years of more favorable performance. The Board observed that based on the Fund’s above-median performance during the past one-, three-, and five-year periods, the LargeCap Fund’s relative performance was acceptable and continued to trend in a positive direction.

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

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

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

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

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

The Board noted that the MidCap Fund’s management fee, after waiver of a portion thereof by the Advisor, ranked in the fourth quintile of management fees of funds in the MidCap Fund’s Lipper comparison group while ranking at the median of its comparison universe. The Board noted that the non-management expense ratio of the Fund continued to be relatively high as compared to the Fund’s Lipper comparison group and comparison universe, but that with the growth in assets across all of the Funds this ratio had begun to compare more favorably. The Board further observed that, given the relatively low level of assets in the Fund, the opportunity existed for non-management expenses to decline as the MidCap Fund grows in assets, thereby having a decreasing impact on the Fund’s total expenses. The Board observed that the actual total expense ratio of the Fund was at the median actual total expense ratio for funds in the Fund’s comparison group while falling in the top 80 percent for funds in the Fund’s comparison universe, which the Board believed was reasonable.

With regard to profitability, the Board noted that the Advisor’s pre-tax profitability, before accounting for marketing fees borne by the Advisor, ranked near the median of firms included in the Lipper analysis, though it ranked high relative to these firms on a post-marketing basis. The Board observed that all of the investment advisors for which profitability information was publicly available and that were included in the Lipper comparison were publicly traded entities having markedly different marketing strategies from that of the Advisor. The Board also observed that the Advisor’s profitability has tended to fluctuate from year-to-year rather than being consistently high. The Board determined that the operating margins of the Advisor were reasonable. After reviewing information provided by Lipper and reviewing the Advisor’s own analysis, the Board concluded that the cost of services provided by the Advisor and its affiliates to the Funds and the profits realized with respect thereto were reasonable.

51

ADDITIONAL INFORMATION (Unaudited) (Continued)

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

52

Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

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

	Fiscal Year Ended November 30,
		2013		2014
Audit Fees(1)		$	36,000.00	$	36,000.00
Audit-Related Fees(2)		$	0.00	$	0.00
Tax Fees(3)		$	9,000.00	$	9,000.00
All Other Fees(4)		$	0.00	$	0.00
TOTAL		$	45,000.00	$	45,000.00

____________________

(1)	This category relates to professional services rendered by the principal accountant for the audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
(2)	This category relates to assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under "Audit Fees" above.
(3)	This category relates to professional services rendered by the principal accountant for tax compliance, tax advice and tax planning. For 2013 and 2014, the tax services provided by the Registrant’s principal accountant specifically related to the preparation of the Registrant’s federal and state income and excise tax returns and a review of the Registrant’s distributions of capital gains and dividend and interest income.
(4)	This category relates to products and services provided by the principal accountant other than those reported under "Audit Fees," "Audit-Related Fees," and "Tax Fees" above.

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

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

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

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

The required Schedules of Investments in securities of unaffiliated issuers is included as part of the Registrant’s Annual Report to shareholders dated as of November 30, 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 21^st day of January, 2015.

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

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 21^st day of January, 2015.

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)