Thompson LargeCap Fund NCSR 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)

Jason L. Stephens
Chief Executive Officer
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, 2015

Date of reporting period: November 30, 2015

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.

THOMPSON IM FUNDS, INC.
ANNUAL REPORT TO SHAREHOLDERS

November 30, 2015

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	15-17
Schedule of investments	18-27

FUND EXPENSE EXAMPLES	28

FINANCIAL STATEMENTS
Statements of assets and liabilities	29
Statements of operations	30
Statements of changes in net assets	31
Notes to financial statements	32-39
Financial highlights	40-42

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	43

DIRECTORS AND OFFICERS	44-45

ADDITIONAL INFORMATION	46-49

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.

LARGECAP FUND INVESTMENT REVIEW (Unaudited)

November 30, 2015

Portfolio Managers

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

Performance

The LargeCap Fund produced a total return of -4.52% for the fiscal year ended November 30, 2015, as compared to its benchmark, the S&P 500 Index, which returned 2.75%.

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

Average Annual Total Returns
Through 11/30/15
	1 Year	3 Year	5 Year	10 Year
Thompson LargeCap Fund	-4.52%	14.51%	12.09%	3.75%
S&P 500 Index	2.75%	16.09%	14.40%	7.48%

Gross Expense Ratio as of 03/31/15 was 1.23%.
Net Expense Ratio after reimbursement as of 12/1/15 was 1.13%.*

*	The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the LargeCap Fund through March 31, 2017, so that the annual operating expenses of the Fund do not exceed 1.13% 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, 2015

Management Commentary

The fiscal year was a difficult one for the LargeCap Fund. A combination of falling energy costs, a strong U.S. dollar, concerns about economic growth in China and the prospect of a Federal Reserve about to raise interest rates all acted to depress both earnings growth and equity returns of various sectors. While weakness was widespread, our security selection in the Consumer Discretionary sector in particular stands out as a shortcoming this year. Given the fall in energy costs, we expected the resulting windfall to consumers would result in a better consumer spending environment. Instead, they chose to save. In the long run it should actually be a positive for the country for consumers to be saving more and repairing their balance sheets, but in the short run it tends to create a drag on stock performance. A number of the decisions we made in managing the Fund this year were based on an anticipated rise in consumer spending that never materialized, and the Fund’s relative underperformance was in part driven by consumers’ decisions to save rather than spend.

In addition, this year has been notable for the concentrated nature of returns within the market. Although not to the same degree as during the technology bubble of the late 1990’s, the recent performance of the market has been concentrated in a fairly narrow slice of companies. The average return of the top 10 largest companies in the S&P 500 index by market capitalization was roughly 20.5% during the fiscal year, a huge spread over the benchmark’s total return of 2.75%. As measured on a calendar year basis, this is easily the biggest gap between the top 10 largest companies in the index and everyone else since 1999¹. This means the weighted-average performance of the entire rest of the index was even worse than the benchmark’s total return. In fact, the equally weighted version of the S&P 500 underperformed the market capitalization weighted version of the index by 4.26% during the fiscal year, a gap which would seem to correspond with lower relative returns for actively managed funds like ours.

The implication of this is that shareholders may have a nice investment opportunity before them. Much like after the technology bubble, we believe shareholders can benefit from owning stocks that trade at reasonable valuations yet have solid earnings growth. Many companies fitting this description have not participated strongly in the performance of the index this year, and we have attempted to construct a portfolio that is largely comprised of stocks that fit this description. Those that have are generally what we view as very expensive high flyers which, in our opinion, are vulnerable to a correction. We expect the payoff to this strategy may not occur until later in 2016 because the market needs to move past the worries surrounding the first hike in rates by the Federal Reserve. But once the Fed finally acts we are hopeful shareholders can capitalize on the opportunity before them.

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

Mutual fund investing involves risk. Principal loss is possible. Investments in smaller companies involve additional risks such as limited liquidity and greater volatility. Investments in American Depositary Receipts (“ADRs”) are subject to some extent to the risks associated with directly investing in securities of foreign issuers, including the risk of changes in currency exchange rates, expropriation or nationalization of assets, and the impact of political, diplomatic, or social events. Investments in real estate securities may involve greater risk and volatility including greater exposure to economic downturns and changes in real estate values, rents, property taxes, tax, and other laws. A REIT’s share price may decline because of adverse developments affecting the real estate industry.

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

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

____________________

¹ Strategas Research Partners

See Notes to Financial Statements.
4

LARGECAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2015

Sector Weightings at 11/30/15
% of Total Investments

Top 10 Equity Holdings at 11/30/15
		% of Fund’s
Company	Industry	Net Assets
Exxon Mobil Corp.	Oil, Gas & Consumable Fuels	3.46%
Alphabet, Inc. Class A	Internet Software & Services	3.05%
Microsoft Corp.	Software	3.02%
Bank of America Corp.	Banks	2.68%
Chevron Corp.	Oil, Gas & Consumable Fuels	2.47%
Citigroup Inc.	Banks	2.34%
Viacom Inc. Class B	Media	2.33%
JPMorgan Chase & Co.	Banks	2.26%
General Electric Co.	Industrial Conglomerates	2.00%
Express Scripts Holding Co.	Health Care Providers & Services	1.98%

As of November 30, 2015, 99.8% 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, 2015

			Shares	Value
COMMON STOCKS - 99.8%

	Consumer Discretionary - 16.8%
		Auto Components - 1.6%
		Johnson Controls, Inc.	39,900	$	1,835,400

		Automobiles - 1.0%
		Harley-Davidson, Inc.	22,950		1,122,714

		Distributors - 0.9%
		LKQ Corp. (a)	34,875		1,028,464

		Household Durables - 2.2%
		D.R. Horton, Inc.	23,225		750,400
		Jarden Corp. (a)	23,690		1,105,849
		TopBuild Corp. (a)	20,302		618,399
					2,474,648
		Leisure Products - 0.5%
		Brunswick Corp.	11,250		592,088

		Media - 5.5%
		CBS Corp. Class B	30,675		1,548,474
		The Walt Disney Co.	7,750		879,393
		Time Warner Inc.	15,225		1,065,446
		Viacom Inc. Class B	52,325		2,605,262
					6,098,575
		Multiline Retail - 2.9%
		Kohl’s Corp.	30,585		1,441,471
		Target Corp.	24,810		1,798,725
					3,240,196
		Specialty Retail - 1.7%
		Bed Bath & Beyond Inc. (a)	23,675		1,290,761
		Lumber Liquidators Holdings, Inc. (a)	36,650		572,473
					1,863,234
		Textiles, Apparel & Luxury
		Goods - 0.5%
		Hanesbrands, Inc.	18,200		558,194

	Consumer Staples - 5.6%
		Food & Staples Retailing - 3.9%
		CVS Health Corp.	10,825		1,018,524
		Walgreens Boots Alliance, Inc.	21,550		1,810,846
		Wal-Mart Stores, Inc.	25,250		1,485,710
					4,315,080
		Household Products - 1.7%
		Kimberly-Clark Corp.	6,875		819,156
		The Procter & Gamble Co.	14,750		1,103,890
					1,923,046
	Energy - 12.1%
		Energy Equipment &
		Services - 1.5%
		Schlumberger Ltd.	21,369		1,648,618

		Oil, Gas & Consumable
		Fuels - 10.6%
		Apache Corp.	21,075		1,036,469
		Chevron Corp.	30,245		2,761,973
		Devon Energy Corp.	26,150		1,203,161
		EOG Resources, Inc.	13,725		1,145,077
		Exxon Mobil Corp.	47,470		3,876,400
		Noble Energy, Inc.	27,350		1,002,925
		PetroChina Co. Ltd. ADR	11,050		786,871
					11,812,876
	Financials - 18.1%
		Banks - 13.4%
		Associated Banc-Corp	68,715		1,409,345
		Bank of America Corp.	171,850		2,995,345
		CIT Group Inc.	34,550		1,484,268
		Citigroup Inc.	48,400		2,617,956
		First Horizon National Corp.	93,485		1,390,122
		JPMorgan Chase & Co.	37,875		2,525,505
		PNC Financial Services Group, Inc.	11,305		1,079,741
		SunTrust Banks, Inc.	16,550		718,601
		Zions Bancorporation	24,375		730,275
					14,951,158
		Capital Markets - 2.8%
		Northern Trust Corp.	17,910		1,342,175
		State Street Corp.	24,100		1,749,178
					3,091,353
		Consumer Finance - 0.5%
		Discover Financial Services	10,620		602,791

		Insurance - 1.0%
		Aflac, Inc.	17,135		1,117,887

		Real Estate Investment
		Trusts - 0.4%
		DiamondRock Hospitality Co.	42,475		472,747

See Notes to Financial Statements.
6

LARGECAP FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2015

			Shares	Value
COMMON STOCKS (continued)

	Health Care - 11.7%
		Biotechnology - 5.1%
		AbbVie Inc.	18,500	$	1,075,775
		Amgen Inc.	7,190		1,158,309
		Baxalta Inc.	15,360		528,077
		Celgene Corp. (a)	13,600		1,488,520
		Exact Sciences Corp. (a)	157,600		1,432,584
					5,683,265
		Health Care Equipment &
		Supplies - 1.4%
		Hologic, Inc. (a)	13,875		559,856
		ResMed Inc.	8,575		510,813
		Zimmer Biomet Holdings, Inc.	5,425		547,979
					1,618,648
		Health Care Providers &
		Services - 4.2%
		Express Scripts Holding Co. (a)	25,950		2,218,206
		Hanger, Inc. (a)	44,700		695,979
		McKesson Corp.	9,560		1,810,186
					4,724,371
		Pharmaceuticals - 1.0%
		Johnson & Johnson	10,960		1,109,590

	Industrials - 10.5%
		Air Freight & Logistics - 1.0%
		FedEx Corp.	7,400		1,173,196

		Building Products - 1.5%
		Masco Corp.	56,275		1,683,185

		Electrical Equipment - 2.9%
		ABB Ltd. ADR	103,775		1,953,045
		Rockwell Automation, Inc.	12,525		1,333,161
					3,286,206
		Industrial Conglomerates - 3.0%
		General Electric Co.	74,725		2,237,266
		3M Co.	7,120		1,114,850
					3,352,116
		Machinery - 1.6%
		Illinois Tool Works Inc.	12,575		1,181,798
		Ingersoll-Rand PLC	9,775		573,499
					1,755,297
		Trading Companies &
		Distributors - 0.5%
		HD Supply Holdings, Inc. (a)	18,900		597,807

	Information Technology - 23.8%
		Communications
		Equipment - 5.4%
		Cisco Systems, Inc.	81,235		2,213,654
		Lumentum Holdings Inc. (a)	39,107		782,140
		Qualcomm, Inc.	36,480		1,779,859
		Viavi Solutions Inc. (a)	195,535		1,243,603
					6,019,256
		Electronic Equipment,
		Instruments &
		Components - 1.9%
		Corning Inc.	77,875		1,458,599
		Maxwell Technologies, Inc. (a)	95,697		675,621
					2,134,220
		Internet Software &
		Services - 3.5%
		Alphabet, Inc. Class A (a)	4,475		3,413,754
		eBay Inc. (a)	18,570		549,486
					3,963,240
		IT Services - 2.8%
		Alliance Data Systems Corp. (a)	3,875		1,111,544
		PayPal Holdings, Inc. (a)	34,570		1,218,938
		Visa Inc. Class A	10,550		833,556
					3,164,038
		Semiconductors &
		Semiconductor
		Equipment - 3.6%
		Intel Corp.	35,125		1,221,296
		Linear Technology Corp.	19,570		894,740
		Maxim Integrated Products, Inc.	21,655		839,564
		NXP Semiconductors N.V. (a)	11,400		1,065,444
					4,021,044
		Software - 4.6%
		Microsoft Corp.	62,251		3,383,342
		Oracle Corp.	44,750		1,743,907
					5,127,249
		Technology Hardware, Storage
		& Peripherals - 2.0%
		EMC Corp.	46,175		1,170,075
		Hewlett Packard Enterprise Co.	38,025		565,052
		HP Inc.	38,025		476,834
					2,211,961
	Materials - 1.2%
		Metals & Mining - 1.2%
		Freeport-McMoRan Inc.	158,625		1,297,552

		TOTAL COMMON STOCKS
		(COST $116,128,204)			111,671,310

See Notes to Financial Statements.
7

LARGECAP FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2015

	Shares	Value
SHORT-TERM INVESTMENTS - 0.0%
Money Market Funds - 0.0%
Fidelity Money Market Portfolio
Class I, 0.125% (b)	11,998	$	11,998

Total Money Market Funds			11,998

TOTAL SHORT-TERM
INVESTMENTS (COST $11,998)			11,998

TOTAL INVESTMENTS - 99.8%
(COST $116,140,202)			111,683,308

NET OTHER ASSETS AND
LIABILITIES - 0.2%			228,742

NET ASSETS - 100.0%		$	111,912,050

	(a)	Non-income producing security.
	(b)	Represents the 7-day yield at November 30, 2015.

	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, 2015

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

Performance

The MidCap Fund produced a total return of -5.10% for the fiscal year ended November 30, 2015, as compared to its benchmark, the Russell Midcap Index, which returned 0.46%.

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

Average Annual Total Returns
Through 11/30/15
				Since
				Inception
	1 Year	3 Year	5 Year	(03/31/08)
Thompson MidCap Fund	-5.10%	12.91%	11.30%	9.21%
Russell Midcap Index	0.46%	16.08%	13.56%	9.63%

Gross Expense Ratio as of 03/31/15 was 1.54%.
Net Expense Ratio after reimbursement as of 12/1/15 was 1.25%.*

* The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the MidCap Fund through March 31, 2017, so that the annual operating expenses of the Fund do not exceed 1.25% of its average daily net assets.

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

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

See Notes to Financial Statements.
9

MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2015

Management Commentary

The performance lag in the MidCap Fund during the fiscal year was driven by poor stock selection in the Consumer Discretionary, Health Care and Industrials sectors. Within these sectors, the Fund contained a handful of securities that performed especially badly. Usually, the Fund has enough “home runs” to offset the biggest laggards, but this proved not to be the case over the last twelve months.

As it has historically, we anticipate that stock selection will again be the primary driver of performance in the next fiscal year. When a stock experiences a dramatic decline, we must determine whether to sell the position, hold it, or buy more shares to bring it back to our initial target weighting. Our decision is typically driven by an analysis of the underlying fundamentals, the company’s potential for earnings growth, and the stock’s valuation relative to those of stocks in the company’s industry and the broader market. In the case of most of the largest “losers” from the last fiscal year, we believe the market has significantly overreacted to transient issues. If we are correct, these poor performers could become performance leaders going forward.

Our view for the coming year is possibly more positive than that held by the market in general. We anticipate that many of the issues that hindered positive momentum in the market this year will either moderate or will contribute less to investor anxiety (declining commodity prices, rising interest rates, etc.). Regardless, we will continue to focus on that which has supported the long-term competitive track record of the Fund: strong fundamental analysis.

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.

See Notes to Financial Statements.
10

MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2015

Sector Weightings at 11/30/15
% of Total Investments

Top 10 Equity Holdings at 11/30/15
		% of Fund’s
Company	Industry	Net Assets
First Horizon National Corp.	Banks	2.32%
Kohl’s Corp.	Multiline Retail	2.11%
CIT Group Inc.	Banks	2.09%
Northern Trust Corp.	Capital Markets	2.09%
Associated Banc-Corp	Banks	2.06%
Bed Bath & Beyond Inc.	Specialty Retail	1.89%
Exact Sciences Corp.	Biotechnology	1.89%
MedAssets Inc.	Health Care Technology	1.83%
Jarden Corp.	Household Durables	1.82%
Maxim Integrated Products, Inc.	Semiconductors & Semiconductor Equipment	1.76%

As of November 30, 2015, 100.0% 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, 2015

			Shares	Value
COMMON STOCKS - 100.0%

	Consumer Discretionary - 21.0%
		Automobiles - 1.2%
		Harley-Davidson, Inc.	9,725	$	475,747

		Distributors - 1.5%
		LKQ Corp. (a)	20,020		590,390

		Household Durables - 5.7%
		D.R. Horton, Inc.	15,375		496,766
		Jarden Corp. (a)	14,943		697,539
		PulteGroup Inc.	18,800		366,224
		Toll Brothers, Inc. (a)	5,250		195,195
		TopBuild Corp. (a)	13,850		421,871
					2,177,595
		Leisure Products - 1.1%
		Brunswick Corp.	8,275		435,513

		Multiline Retail - 2.7%
		Kohl’s Corp.	17,135		807,573
		Nordstrom, Inc.	3,800		213,978
					1,021,551
		Specialty Retail - 4.8%
		Bed Bath & Beyond Inc. (a)	13,305		725,389
		Chico’s FAS, Inc.	19,725		236,700
		Lumber Liquidators Holdings, Inc. (a)	27,300		426,426
		Urban Outfitters, Inc. (a)	19,500		436,800
					1,825,315
		Textiles, Apparel &
		Luxury Goods - 4.0%
		Coach, Inc.	11,555		367,102
		Hanesbrands, Inc.	21,160		648,977
		Michael Kors Holdings Ltd. (a)	7,125		306,517
		Skechers U.S.A., Inc. Class A (a)	6,525		197,055
					1,519,651
	Consumer Staples - 3.9%
		Food & Staples Retailing - 1.3%
		The Fresh Market, Inc. (a)	20,050		480,799

		Food Producers - 2.6%
		Ingredion Inc.	2,000		197,140
		Inventure Foods, Inc. (a)	57,825		437,157
		The J. M. Smucker Co.	3,087		374,114
					1,008,411
	Energy - 4.9%
		Energy Equipment &
		Services - 1.7%
		FMC Technologies, Inc. (a)	10,925		371,668
		Helmerich & Payne, Inc.	4,785		278,726
					650,394
		Oil, Gas & Consumable
		Fuels - 3.2%
		Cameco Corp.	14,025		171,386
		Denbury Resources Inc. (a)	6,910		25,567
		Murphy Oil Corp.	5,701		162,935
		Noble Energy, Inc.	17,475		640,808
		Pioneer Natural Resources Co.	1,675		242,456
					1,243,152
	Financials - 20.7%
		Banks - 9.7%
		Associated Banc-Corp	38,605		791,789
		CIT Group Inc.	18,680		802,493
		First Horizon National Corp.	59,770		888,780
		Regions Financial Corp.	22,135		224,449
		SunTrust Banks, Inc.	10,495		455,693
		Zions Bancorporation	18,110		542,576
					3,705,780
		Capital Markets - 3.1%
		Eaton Vance Corp.	10,920		392,246
		Northern Trust Corp.	10,680		800,359
					1,192,605
		Consumer Finance - 1.3%
		Discover Financial Services	8,829		501,134

		Insurance - 2.0%
		Cincinnati Financial Corp.	5,315		324,800
		Unum Group	11,555		423,837
					748,637
		Real Estate Investment
		Trusts - 3.3%
		Annaly Capital Management Inc.	41,250		395,175
		DiamondRock Hospitality Co.	26,450		294,388
		Host Hotels & Resorts Inc.	17,835		296,061
		LaSalle Hotel Properties	9,520		268,559
					1,254,183
		Thrifts & Mortgage
		Finance - 1.3%
		Flagstar Bancorp, Inc. (a)	19,625		481,990

See Notes to Financial Statements.
12

MIDCAP FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2015

			Shares	Value
COMMON STOCKS (continued)

	Health Care - 12.5%
		Biotechnology - 2.4%
		Exact Sciences Corp. (a)	79,650	$	724,018
		Myriad Genetics, Inc. (a)	4,575		199,013
					923,031
		Health Care Equipment &
		Supplies - 3.5%
		Hologic, Inc. (a)	7,350		296,572
		Natus Medical Inc. (a)	4,225		206,096
		ResMed Inc.	8,046		479,300
		Zimmer Biomet Holdings, Inc.	3,675		371,212
					1,353,180
		Health Care Providers &
		Services - 3.2%
		Hanger, Inc. (a)	37,525		584,264
		McKesson Corp.	1,440		272,664
		Patterson Cos., Inc.	7,780		354,535
					1,211,463
		Health Care Technology - 1.8%
		MedAssets Inc. (a)	23,340		703,234

		Life Sciences Tools &
		Services - 0.5%
		Fluidigm Corp. (a)	16,200		184,194

		Pharmaceuticals - 1.1%
		Jazz Pharmaceuticals PLC (a)	2,750		403,122

	Industrials - 14.5%
		Air Freight & Logistics - 1.3%
		Expeditors Int’l. of Washington, Inc.	10,400		504,816

		Building Products - 2.9%
		A.O. Smith Corp.	2,500		199,400
		Masco Corp.	21,425		640,822
		USG Corp. (a)	12,025		289,562
					1,129,784
		Electrical Equipment - 3.4%
		Plug Power, Inc. (a)	102,500		225,500
		Regal Beloit Corp.	7,605		490,218
		Rockwell Automation, Inc.	5,600		596,064
					1,311,782
		Machinery - 4.9%
		Allison Transmission Holdings, Inc.	13,575		379,557
		Ingersoll-Rand PLC	10,000		586,700
		Mueller Water Products, Inc. Class A	33,700		314,084
		SPX Corp. (a)	13,750		151,800
		SPX Flow, Inc. (a)	13,750		462,000
					1,894,141
		Trading Companies &
		Distributors - 2.0%
		HD Supply Holdings, Inc. (a)	12,900		408,027
		W.W. Grainger, Inc.	1,838		368,593
					776,620
	Information Technology - 17.5%
		Communications Equipment - 2.0%
		Lumentum Holdings Inc. (a)	14,456		289,120
		Viavi Solutions Inc. (a)	72,281		459,707
					748,827
		Electronic Equipment,
		Instruments &
		Components - 1.9%
		FARO Technologies, Inc. (a)	5,300		159,477
		InvenSense Inc. (a)	18,875		218,761
		Maxwell Technologies, Inc. (a)	50,397		355,803
					734,041
		Internet Software &
		Services - 0.8%
		Liquidity Services, Inc. (a)	46,775		319,005

		IT Services - 2.8%
		Alliance Data Systems Corp. (a)	2,200		631,070
		Fiserv, Inc. (a)	4,719		454,157
					1,085,227
		Semiconductors &
		Semiconductor
		Equipment - 6.2%
		Altera Corp.	4,300		227,040
		Cavium Inc. (a)	5,750		385,882
		Linear Technology Corp.	9,690		443,027
		Maxim Integrated Products, Inc.	17,366		673,280
		NXP Semiconductors N.V. (a)	7,050		658,893
					2,388,122
		Software - 2.4%
		Solera Holdings Inc.	10,750		577,705
		Take-Two Interactive Software, Inc. (a)	9,435		333,716
					911,421
		Technology Hardware,
		Storage & Peripherals - 1.4%
		Nimble Storage, Inc. (a)	12,800		134,016
		Silicon Graphics Int’l. Corp. (a)	40,375		236,598
		Stratasys Ltd. (a)	3,900		97,500
		3D Systems Corp. (a)	7,550		68,856
					536,970
	Materials - 3.6%
		Chemicals - 2.0%
		Ecolab Inc.	3,156		376,069
		Int’l. Flavors & Fragrances Inc.	3,310		397,233
					773,302

See Notes to Financial Statements.
13

MIDCAP FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2015

			Shares	Value
COMMON STOCKS (continued)

	Materials (continued)
		Metals & Mining - 1.6%
		Freeport-McMoRan Inc.	41,650	$	340,697
		Lundin Mining Corp. (a)	43,600		119,900
		Stillwater Mining Co. (a)	15,200		142,272
					602,869
	Utilities - 1.4%
		Multi-Utilities - 1.4%
		MDU Resources Group, Inc.	14,300		249,106
		SCANA Corp.	4,850		286,829
					535,935

		TOTAL COMMON STOCKS
		(COST $36,628,071)			38,343,933

SHORT-TERM INVESTMENTS - 0.0%
	Money Market Funds - 0.0%
		Fidelity Money Market Portfolio
		Class I, 0.125% (b)	638		638

		Total Money Market Funds			638

		TOTAL SHORT-TERM
		INVESTMENTS (COST $638)			638

		TOTAL INVESTMENTS - 100.0%
		(COST $36,628,709)			38,344,571

		NET OTHER ASSETS AND
		LIABILITIES - 0.0%			5,173

		NET ASSETS - 100.0%		$	38,349,744

	(a)	Non-income producing security.
	(b)	Represents the 7-day yield at November 30, 2015.

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

See Notes to Financial Statements.
14

BOND FUND INVESTMENT REVIEW (Unaudited)

November 30, 2015

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

Performance

The Bond Fund produced a total return of -2.04% for the fiscal year ended November 30, 2015, as compared to its benchmark, the Barclays U.S. Government/Credit 1-5 Year Index, which returned 0.84%, and as compared to the Barclays U.S. Credit 1-5 Year Index, which returned 0.99%.

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

Average Annual Total Returns
Through 11/30/15
	1 Year	3 Year	5 Year	10 Year
Thompson Bond Fund	-2.04%	1.10%	2.98%	5.47%
Barclays U.S. Gov't./Credit 1-5 Year Index	0.84%	0.97%	1.53%	3.39%
Barclays U.S. Credit 1-5 Year Index	0.99%	1.57%	2.51%	4.16%

Gross Expense Ratio as of 03/31/15 was 0.72%. 30-Day SEC Yield as of 11/30/15 was 4.98%.

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 the investor’s 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, 2015

Management Commentary

The fiscal year marked the most difficult time period for the Bond Fund since the 2008 Financial Crisis. Much as we were then, we are disappointed with the return this year but realize the strategy we employ is designed to work over longer time periods and doesn’t always pay off on an annual basis. While the overall returns for this year and for 2008 were similar, the path the Fund took while achieving the two results has both parallels and key differences. Comparing the two years can give shareholders a sense of the Fund's risks while providing insight into how we are positioning the Fund as we move into the next fiscal year.

In 2008, corporate bond spreads on BBB-rated debt rose above the historically normal 1-2% range as the economy entered a period of economic distress. Roughly 100 basis points of widening occurred during the first three quarters of that year, with another 200 basis points occurring once the panic brought on by the failure of Lehman Brothers caused a liquidity freeze during its fourth quarter. The spreads on some investment-grade bonds, especially those issued by financial firms, ballooned out well beyond historical averages and reached 1200 points or more. The Fund did not feel the full impact of this shift as a significant portion of the Fund was then invested in Treasury and mortgage bonds, because at the time these types of bonds offered a competitive nominal yield that we felt adequately compensated investors for holding them. Coupled with several purchases at what turned out to be extremely attractive prices that fall, the overall impact of the spread widening was painful but not disastrous for shareholders over that year. Nevertheless, the overall volatility caused by that market was much greater than the final year end result would imply. The payoff occurred in 2009 and beyond as the income and appreciation that was built into the portfolio by the end of that year accrued to shareholders with the passage of time.

In the most recent fiscal year a similar phenomenon has occurred. Corporate bond spreads at the BBB level have widened about 50 basis points to the high end of the historically normal 1-2% range. However, some bonds in the energy and commodity sectors widened far more, especially since the summer when worries over China’s impact on global growth began to dominate headlines. Much like 2008, the Fund’s overall allocation to the problem areas of the market in 2015 remained contained, but was still significant enough to meaningfully lower performance for the fiscal year. Liquidity remained much better than in 2008, but around the end of each quarter we’ve noticed a pattern of bonds trading lower on lighter volume as some investors desperately try to get their holdings off their books by the next holdings reporting date. The Fund has been able to scoop up several highly attractive bargains during these time periods, but has also been subject to additional volatility when some of its existing holdings have been subjected to this type of selling pressure.

We are hopeful that the final parallel to 2008 also comes to pass and that 2016 and beyond are years of strong performance for shareholders of the Fund. As we did coming out of 2008, we feel the portfolio includes many holdings that have been unfairly punished because they belong to a sector of the market that contains bad actors. For example, there will undoubtedly be junk-rated shale drillers that are too levered to withstand the current downtrend in energy prices. This in our view does not mean all energy and commodity companies are in trouble any more than the failure of a few investment companies signaled that all bonds issued by the financial-sector companies were to be avoided. A central element of active management is the ability to take advantage of these dislocations through analysis of individual securities. As before, this process doesn’t always reward shareholders with the types of returns they hope for on a year to year basis. But over time it has largely proven to be a successful strategy for the Fund. Since 2008 the Fund has outperformed its Morningstar category in 21 out of 27 calendar quarters. We cannot guarantee that is repeatable, but we would be thrilled if a similar streak were ahead of us based on the opportunities we see available today.

The Fund’s Morningstar Category is Short-Term Bond. Each Morningstar Category Average reflects a universe of funds with similar portfolio statistics and compositions.

As of November 30, 2015, the standardized performance for the Morningstar Category Average Return for Short Term Bond Funds is as follows: 1-Year 0.15%, 5-Year 1.46% and 10-Year 2.94%.

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

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

See Notes to Financial Statements.
16

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2015

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.

Spread is the percentage point difference between yields of various classes of bonds compared to treasury bonds.

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

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

Although the makeup of the Bond Fund’s portfolio is constantly changing, as of November 30, 2015, 85.55% 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 that date 70.59% of the Fund’s portfolio was invested in bonds rated BBB by Standard & Poor’s, while an additional 11.83% of the Fund’s portfolio was rated below investment grade and 2.79% of the Fund’s portfolio was not rated by Standard & Poor’s. 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 and below-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.

Portfolio Concentration at 11/30/15
(Includes cash and cash equivalents)
% Total Investments
Asset Allocation
Corporate Bonds	85.55	%
Asset-Backed Securities	9.27	%
Taxable Municipal Bonds	3.28	%
U.S. Government & Agency Issues	1.22	%
Convertible Bonds	0.31	%
Tax-Exempt Municipal Bonds	0.23	%
Money Market Funds	0.12	%
Federal Agency Mortgage-Backed Securities	0.02	%
	100.00	%

Quality
U.S. Government & Agency Issues	1.24	%
AA	3.47	%
A	9.96	%
BBB	70.59	%
BB and Below	11.83	%
Not Rated	2.79	%
Money Market Funds	0.12	%
	100.00	%


Top 10 Bond Holdings at 11/30/15
% of Fund’s Net Assets
MBIA Inc.	3.01	%
Jabil Circuit, Inc.	2.96	%
JPMorgan Chase & Co.	2.94	%
SESI LLC	2.71	%
GFI Group Inc.	2.63	%
XL Group PLC	2.59	%
Skyway Concession Co. LLC	2.44	%
American Airlines Group Inc.	2.39	%
Noble Corporation PLC	2.38	%
Wells Fargo & Co.	2.33	%

See Notes to Financial Statements.
17

BOND FUND SCHEDULE OF INVESTMENTS

November 30, 2015

	Principal
	Amount		Value
BONDS - 97.8%

Asset-Backed Securities - 9.2%
America West Airlines
7.930% due 1/2/2019,
Series 1999-1	$	7,944,717	$	8,520,710
8.057% due 7/2/2020,
Series 2000-1		26,048		29,239
7.100% due 4/2/2021,
Series 2001-1		5,280,991		5,624,255

American Airlines
7.000% due 1/31/2018,
Series 2011-1 B (e)		25,243,507		26,631,900

Ameritech Capital Funding Corp.
9.100% due 6/1/2016		9,680		9,993

AWAS Aviation Capital Ltd.
7.000% due 10/17/2016 (e)		13,654,813		13,671,881

Basketball Properties Ltd.
6.650% due 3/1/2025 (e)		4,839,752		5,226,932

Beaver Valley II Funding
9.000% due 6/1/2017		1,000		1,070

BellSouth
Telecommunications, LLC
6.300% due 12/15/2015		2,492		2,495

British Airways PLC
5.625% due 6/20/2020,
Series 2013-1 B (e)		39,958,369		41,556,703
5.625% due 6/20/2020,
Series 2013-1 B (e)		83,228		86,557

Bvps II Funding Corp.
8.890% due 6/1/2017		11,000		11,475

Continental Airlines
9.000% due 7/8/2016,
Series 2009-1		614,556		640,675
6.748% due 3/15/2017,
Series 1998-1 B		108,625		112,492
6.648% due 9/15/2017,
Series 1998-1 A		1,615,583		1,660,012
6.900% due 1/2/2018,
Series 1997-4 A		313,364		323,329
6.820% due 5/1/2018,
Series 1998-3 A-1		115,466		121,817
6.000% due 1/12/2019,
Series 2010-1 B		2,359,868		2,471,962
7.256% due 3/15/2020,
Series 1999-2 A-1		35,460		38,430
6.250% due 4/11/2020,
Series 2012-1 B		7,398,986		7,768,936
5.500% due 10/29/2020,
Series 2012-2 B		10,988,197		11,317,843

Delta Air Lines
6.375% due 1/2/2016,
Series 2010-1 B (e)		28,000		28,105
9.750% due 12/17/2016,
Series 2009-1 B		965,768		1,028,542
8.021% due 8/10/2022,
Series 2007-1 B		2,632,068		2,947,916
6.718% due 1/2/2023,
Series 2002-1 G-1		4,074		4,645

Doric Nimrod Air Alpha
6.125% due 11/30/2019,
Series 2013-1B (e)		34,433,560		35,036,148
6.125% due 11/30/2019,
Series 2013-1B (e)		5,610,699		5,708,886

Doric Nimrod Air
Finance Alpha Ltd.
6.500% due 5/30/2021,
Series 2012-1 B (e)		18,603,075		18,828,098

Express Pipeline LP
7.390% due 12/31/2017 (e)		1,172,000		1,223,302

Federal Express Corp.
7.020% due 1/15/2016,
Series 1998		798,165		806,147
7.840% due 1/30/2018,
Series 1996		245,973		262,576
6.845% due 1/15/2019,
Series 1998		1,481,107		1,603,298

FPL Energy Caithness
Funding Corp.
7.645% due 12/31/2018 (e)		3,447,385		3,619,754

See Notes to Financial Statements.
18

BOND FUND SCHEDULE OF INVESTMENTS (continued)

November 30, 2015

	Principal
	Amount		Value
BONDS (continued)

Asset-Backed Securities (continued)
General American Railcar
6.690% due 9/20/2016,
Series 1997-1 (e)	$	77,540	$	79,439
7.760% due 8/20/2018,
Series III (e)		486,780		550,061

Hidden Ridge Facility
5.650% due 1/1/2022 (e)		4,327,103		4,497,522

Landmark Leasing LLC
6.200% due 10/1/2022,
Series 2004A (e)		228,984		233,097

Latam Airlines Group
4.500% due 11/15/2023,
Series 2015-1 B (e)		5,000,000		4,616,510

Midwest Family Housing LLC
5.168% due 7/1/2016 (e)		100,000		99,995

Northwest Airlines
7.691% due 4/1/2017,
Series 2001-1 B		77,663		82,322
8.028% due 11/1/2017,
Series 2007-1 B		95,495		103,727
7.575% due 3/1/2019,
Series 1999-2 A		1,034,081		1,127,148
7.150% due 10/1/2019,
Series 2000-1 G (b)		23,005		24,155
7.027% due 11/1/2019,
Series 2007-1 A		11,907,911		13,292,444
6.264% due 11/20/2021,
Series 2002-1 G-2		645,823		673,658

United Air Lines
10.400% due 11/1/2016,
Series 2009-1		1,659,051		1,767,884
5.375% due 8/15/2021,
Series 2013-1 B		2,270,457		2,344,247

US Airways
8.360% due 1/20/2019,
Series 1999-1A		78,679		83,793
8.000% due 10/1/2019,
Series 2012-1 B		21,237,066		23,466,957
7.076% due 3/20/2021,
Series 2001-1G		1,097,884		1,182,970

Virgin Australia Trust
5.000% due 10/23/2023,
Series 2013-1A (e)		224,115		231,959

Total Asset-Backed Securities				251,384,011

Convertible Bonds - 0.3%
Hospitality Properties Trust
3.800% due 3/15/2027		7,309,000		7,309,000

Prospect Capital Corp.
5.500% due 8/15/2016		1,075,000		1,086,422

Total Convertible Bonds				8,395,422

Corporate Bonds - 84.5%
ACMP Finance Corp.
4.875% due 5/15/2023		1,350,000		1,187,874

Aegon N.V.
4.625% due 12/1/2015		508,000		508,000

Air Lease Corp.
4.500% due 1/15/2016		12,985,000		13,025,643
5.625% due 4/1/2017		34,210,000		35,663,925

Alcoa Inc.
5.550% due 2/1/2017		143,000		147,487
6.750% due 7/15/2018		17,376,000		18,689,973
5.720% due 2/23/2019		1,400,000		1,471,470

Allied World Assurance Co.
Holdings Ltd.
7.500% due 8/1/2016		142,000		147,666

Aluminum Company of America
6.500% due 6/15/2018		26,507,000		28,627,560

Ameriprise Financial, Inc.
7.518% due 6/1/2066 (b)		2,329,000		2,288,475

Assured Guaranty US
Holdings Inc.
6.400% due 12/15/2066 (b)		15,242,000		11,126,660

Astoria Financial Corp.
5.000% due 6/19/2017		57,301,000		59,525,081

See Notes to Financial Statements.
19

BOND FUND SCHEDULE OF INVESTMENTS (continued)

November 30, 2015

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
Athene Global Funding
2.875% due 10/23/2018 (e)	$	32,217,000	$	31,747,212

Aviation Capital Group Corp.
3.875% due 9/27/2016 (e)		1,639,000		1,658,176
4.625% due 1/31/2018 (e)		1,080,000		1,109,700

Avnet, Inc.
6.625% due 9/15/2016		587,000		610,034

Avon Products, Inc.
5.750% due 3/1/2018		2,830,000		2,405,500
6.500% due 3/1/2019		62,403,000		49,298,370
6.350% due 3/15/2020 (b)		500,000		368,800

Bank of America Corp.
6.000% due 6/15/2016		160,000		164,045
5.750% due 8/15/2016		550,000		567,234
1.371% due 10/9/2024 (b)		35,000,000		34,518,750

Bank of New York Mellon Corp.
4.950% due 6/20/2020 (b) (d)		3,000,000		2,973,750

BB&T Corp.
5.200% due 12/23/2015		525,000		526,293

BGC Partners Inc.
5.375% due 12/9/2019		375,000		391,285

BioMed Realty, L.P.
3.850% due 4/15/2016		2,438,000		2,454,951

BMC Software, Inc.
7.250% due 6/1/2018		7,312,000		6,690,480

Carpenter Technology Corp.
6.990% due 4/20/2018		2,415,000		2,603,829
7.060% due 5/21/2018		500,000		537,001
7.030% due 5/22/2018		8,000		8,587

Centel Capital Corp.
9.000% due 10/15/2019		10,000		11,523

Centrais Eletricas
Brasileiras S.A.
6.875% due 7/30/2019 (e)		32,373,000		30,592,485
6.875% due 7/30/2019 (e)		1,345,000		1,271,025
5.750% due 10/27/2021 (e)		16,365,000		13,664,775

Chesapeake Midstream
Partners, L.P.
6.125% due 7/15/2022		3,408,000		3,399,412

Citigroup, Inc.
1.296% due 10/15/2024 (b)		35,000,000		33,837,300

Cliffs Natural Resources Inc.
5.950% due 1/15/2018 (b)		6,263,000		2,740,063
5.900% due 3/15/2020		61,404,000		15,965,040

CNA Financial Corp.
6.950% due 1/15/2018		480,000		525,073

Columbia Property Trust
5.875% due 4/1/2018		130,000		139,149

Commercial Net Lease
Realty, Inc.
6.150% due 12/15/2015		328,000		328,502

Computer Sciences Corp.
6.500% due 3/15/2018		15,524,000		16,937,786

Continental Resources, Inc.
7.375% due 10/1/2020		6,427,000		6,587,675
7.125% due 4/1/2021		22,154,000		23,048,711

Con-way Inc.
7.250% due 1/15/2018		3,389,000		3,422,802

Copano Energy, LLC
7.125% due 4/1/2021		5,685,000		5,839,177

Countrywide Financial Corp.
6.250% due 5/15/2016		3,688,000		3,768,767
5.250% due 5/27/2020		379,000		374,392
6.000% due 8/26/2020 (c)		140,000		139,903

Countrywide Home Loans, Inc.
5.500% due 5/16/2018		249,000		249,000

Denali Borrower LLC / Denali
Finance Corp.
5.625% due 10/15/2020 (e)		50,645,000		53,687,752

See Notes to Financial Statements.
20

BOND FUND SCHEDULE OF INVESTMENTS (continued)

November 30, 2015

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
Development Bank of
Kazakhstan
6.500% due 6/3/2020 (e)	$	5,055,000	$	5,224,343
4.125% due 12/10/2022 (e)		39,356,000		35,228,894

Discover Financial Services
6.450% due 6/12/2017		590,000		628,233
10.250% due 7/15/2019		11,247,000		13,591,685

Dominion Resources, Inc.
7.500% due 6/30/2066 (b)		18,248,000		15,855,687

Domtar Corp.
9.500% due 8/1/2016		362,000		382,049
10.750% due 6/1/2017		9,338,000		10,471,577

Dow Chemical Co.
2.350% due 8/15/2016		20,000		19,989

El Paso Corp.
7.000% due 6/15/2017		3,177,000		3,312,213

Embraer Overseas Ltd.
6.375% due 1/24/2017		12,406,000		12,840,210

Enbridge Energy Partners, L.P.
5.875% due 12/15/2016		362,000		373,694

Enterprise Products
Operating LLC
7.000% due 6/1/2067 (b)		9,613,000		8,555,570

Everest Reinsurance Holdings Inc.
6.600% due 5/15/2037 (b)		8,692,000		7,909,720

Expedia, Inc.
7.456% due 8/15/2018		154,000		173,415

Fairfax Financial Holdings Ltd.
7.375% due 4/15/2018		29,666,500		32,537,861
5.800% due 5/15/2021 (e)		12,040,000		12,834,893

Fidelity National Financial, Inc.
6.600% due 5/15/2017		15,989,000		16,949,891

Fifth Third Bancorp
4.900% due 9/30/2019 (b) (d)		53,227,000		50,232,981

First Horizon National Corp.
5.375% due 12/15/2015		1,185,000		1,186,751

First Midwest Bancorp, Inc.
5.875% due 11/22/2016		1,175,000		1,213,735

Freeport-McMoran Oil & Gas LLC
6.125% due 6/15/2019		12,983,000		11,165,380
6.625% due 5/1/2021		30,335,000		24,571,350

General Electric Capital Corp.
0.714% due 5/5/2026 (b)		613,000		571,553

Genworth Financial Inc.
7.700% due 6/15/2020		2,918,000		2,874,230

GFI Group Inc.
8.625% due 7/19/2018 (b)		66,699,000		72,201,668

Globo Comunicacao e
Participacoes S.A.
5.307% due 5/11/2022 (c) (e)		16,990,000		17,151,405

Goldman Sachs Group, Inc.
1.367% due 2/19/2018 (b)		5,000,000		4,987,245
1.834% due 6/17/2023 (b)		1,764,000		1,703,112

Great Plains Energy Inc.
6.875% due 9/15/2017		30,000		32,056

Harsco Corp.
5.750% due 5/15/2018		23,184,000		21,619,080

HCP, Inc.
6.300% due 9/15/2016		827,000		856,837

Hiland Partners, LP
7.250% due 10/1/2020 (e)		23,110,000		23,803,300

Horace Mann Educators Corp.
6.850% due 4/15/2016		9,564,000		9,759,632

Hospitality Properties Trust
6.300% due 6/15/2016		1,873,000		1,880,320
5.625% due 3/15/2017		11,508,000		11,937,939
6.700% due 1/15/2018		5,007,000		5,320,393

See Notes to Financial Statements.
21

BOND FUND SCHEDULE OF INVESTMENTS (continued)

November 30, 2015

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
HRPT Properties Trust
6.250% due 8/15/2016	$	4,645,000	$	4,683,763
6.250% due 6/15/2017		5,773,000		5,986,185
6.650% due 1/15/2018		33,478,000		35,583,498

Ingram Micro Inc.
5.250% due 9/1/2017		550,000		579,428

International Lease
Finance Corp.
6.750% due 9/1/2016 (e)		14,286,000		14,803,868

INVISTA Finance LLC
4.250% due 10/15/2019 (e)		32,365,000		31,636,788

Jabil Circuit, Inc.
7.750% due 7/15/2016		5,069,000		5,227,406
8.250% due 3/15/2018		68,065,000		75,892,475

John Hancock Life Ins. Co.
5.250% due 12/15/2015		25,000		25,035
5.500% due 12/15/2015		25,000		25,004
5.000% due 4/15/2016		60,000		60,906

JPMorgan Chase & Co.
7.900% due 4/30/2018 (b) (d)		78,324,000		80,673,720

Kinder Morgan Inc.
7.000% due 2/1/2018		22,258,000		23,944,288

Leggett & Platt, Inc.
4.400% due 7/1/2018		5,145,000		5,359,840

Lexmark International, Inc.
6.650% due 6/1/2018		4,262,000		4,613,615

Lincoln National Corp.
7.000% due 5/17/2066 (b)		25,985,000		21,437,625
6.050% due 4/20/2067 (b)		19,155,000		15,707,100

Magellan Midstream Partners, L.P.
5.650% due 10/15/2016		717,000		740,780

Manufacturers & Traders
Trust Co.
5.585% due 12/28/2020 (b)		14,173,000		14,069,381
5.629% due 12/1/2021 (b)		1,002,000		994,485

Masco Corp.
6.125% due 10/3/2016		13,815,000		14,315,103
5.850% due 3/15/2017		3,792,000		3,962,640
6.625% due 4/15/2018		13,741,000		14,874,633

Mattel, Inc.
2.500% due 11/1/2016		77,000		77,870

MBIA Inc.
6.400% due 8/15/2022		83,545,000		82,709,550

Merrill Lynch & Co.
6.050% due 5/16/2016		6,595,000		6,740,967
8.400% due 11/1/2019		310,000		371,650

MetLife, Inc.
5.250% due 6/15/2020 (b) (d)		4,000,000		4,025,000

Midcontinent Express
Pipeline LLC
6.700% due 9/15/2019 (e)		17,665,000		17,046,725

Morgan Stanley
2.195% due 4/1/2021 (b)		130,000		134,225
2.195% due 6/9/2023 (b)		100,000		102,500

MPT Operating Partnership, L.P.
6.875% due 5/1/2021		50,963,000		53,128,928
6.375% due 2/15/2022		10,000,000		10,400,000

National City Bank of Indiana
4.250% due 7/1/2018		200,000		210,326

National Retail Properties Inc.
6.875% due 10/15/2017		1,023,000		1,109,672

NationsBank Corp.
7.800% due 9/15/2016		991,000		1,040,121

Navient Corp.
5.500% due 1/15/2019		200,000		192,400
5.875% due 3/25/2021		500,000		457,500

NIPSCO Capital Markets, Inc.
7.860% due 3/27/2017		96,000		102,179

See Notes to Financial Statements.
22

BOND FUND SCHEDULE OF INVESTMENTS (continued)

November 30, 2015

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
Noble Drilling Corp.
7.500% due 3/15/2019	$	21,428,000	$	21,765,491

Noble Holding Int’l. Ltd.
3.050% due 3/1/2016		2,000,000		2,008,068
4.900% due 8/1/2020		24,209,000		20,942,286
4.625% due 3/1/2021		24,799,000		20,546,046

Northern Indiana Public
Service Co.
7.590% due 6/12/2017		182,000		194,739

Owens Corning
6.500% due 12/1/2016		249,000		260,680

Pemex Project Funding
Master Trust
9.250% due 3/30/2018		20,000		22,477

Petrobras Energia S.A.
5.875% due 5/15/2017 (e)		13,500,000		13,159,800
5.875% due 5/15/2017 (e)		24,549,000		23,930,365

Petrobras Int’l. Finance Co. S.A.
8.375% due 12/10/2018		727,000		714,059
7.875% due 3/15/2019		21,903,200		20,337,121
5.750% due 1/20/2020		11,320,000		9,434,654
5.375% due 1/27/2021		1,865,000		1,486,778

PetroLogistics LP /
PetroLogistics Finance Corp.
6.250% due 4/1/2020		629,000		656,299

Pitney Bowes Inc.
5.250% due 1/15/2037		4,079,000		4,078,621

Plains Exploration &
Production Co.
6.500% due 11/15/2020		17,827,000		14,261,600
6.750% due 2/1/2022		14,470,000		11,720,700
6.875% due 2/15/2023		2,364,000		1,914,840

Platinum Underwriters
Finance, Inc.
7.500% due 6/1/2017		15,976,000		17,057,831

PNC Financial Services Group
6.750% due 8/1/2021 (b) (d)		34,389,000		37,389,096

Pride Int’l., Inc.
8.500% due 6/15/2019		12,527,000		12,862,097

Principal Life Income
Funding Trusts
2.075% due 4/1/2016 (b)		50,000		50,000

Provident Cos., Inc.
7.000% due 7/15/2018		1,057,000		1,177,027

Reckson Operating
Partnership, L.P.
6.000% due 3/31/2016		1,301,000		1,318,241

Regency Energy Partners LP
6.500% due 7/15/2021		45,484,000		46,848,520

Reinsurance Group of
America, Inc.
6.750% due 12/15/2065 (b)		33,768,000		28,069,650

Seagate HDD Cayman
7.000% due 11/1/2021		2,569,000		2,687,816

Security Benefit Life Insurance
8.750% due 5/15/2016 (e)		8,000,000		8,236,848

Select Income REIT
2.850% due 2/1/2018		25,175,000		25,192,849

Seminole Indian Tribe of Florida
8.030% due 10/1/2020 (e)		28,800,000		30,348,000

SESI LLC
6.375% due 5/1/2019		30,286,000		29,453,135
7.125% due 12/15/2021		47,274,000		44,792,115

Skyway Concession Co. LLC
0.607% due 6/30/2017 (b) (e)		68,550,000		67,093,313

SL Green Realty Corp.
5.000% due 8/15/2018		7,015,000		7,420,656

See Notes to Financial Statements.
23

BOND FUND SCHEDULE OF INVESTMENTS (continued)

November 30, 2015

	Principal
	Amount		Value
BONDS (continued)

Corporate Bonds (continued)
SLM Corp.
5.100% due 6/15/2017 (c)	$	16,000	$	15,462
5.000% due 6/15/2018		98,000		94,335
5.500% due 3/15/2019		800,000		716,266
6.000% due 3/15/2019 (c)		140,000		127,070
6.600% due 3/15/2019 (c)		395,000		365,779
5.190% due 4/24/2019		529,000		493,293
8.000% due 3/25/2020		671,000		681,065
6.250% due 9/15/2020 (c)		172,000		148,313
6.500% due 12/15/2020 (c)		71,000		64,541
6.750% due 12/15/2020 (c)		306,000		268,806
6.750% due 12/15/2020 (c)		95,000		83,778
6.000% due 6/15/2021		20,000		16,661
6.000% due 6/15/2021		261,000		217,747
6.150% due 6/15/2021		146,000		123,376
6.150% due 6/15/2021		52,000		43,942
7.250% due 1/25/2022		602,000		571,900

Southwestern Energy Co.
7.500% due 2/1/2018		329,000		322,629

StanCorp Financial Group, Inc.
6.900% due 6/1/2067 (b)		39,634,000		33,887,070

Standard Chartered PLC
4.000% due 7/12/2022 (b) (e)		37,273,000		37,646,587

Stanley Black & Decker Inc.
5.750% due 12/15/2053 (b)		1,050,000		1,119,300

State Street Corp.
5.250% due 9/15/2020 (b) (d)		2,000,000		2,009,900

Susa Partnership L.P.
8.200% due 6/1/2017		16,000		17,416
7.450% due 7/1/2018		130,000		147,355

Tech Data Corp.
3.750% due 9/21/2017		4,226,000		4,286,419

Transocean Inc.
6.000% due 3/15/2018		22,778,000		21,752,990
7.375% due 4/15/2018		3,808,000		3,674,720

Twenty-First Century Fox
America, Inc.
8.000% due 10/17/2016		800,000		848,096

Unitrin, Inc.
6.000% due 5/15/2017		14,577,000		15,262,323

Vale Overseas Ltd.
6.250% due 1/11/2016		100,000		100,000

Viacom Inc.
2.500% due 12/15/2016		344,000		347,636

Wells Fargo & Co.
7.980% due 3/15/2018 (b) (d)		60,897,000		63,941,850

Western Power Distribution
7.250% due 12/15/2017 (e)		2,335,000		2,504,867

Westvaco Corp.
7.500% due 6/15/2027		711,000		749,508

Wyndham Worldwide
5.750% due 2/1/2018		2,046,000		2,148,732

XL Group PLC
6.500% due 4/15/2017 (b) (d)		91,235,000		71,163,300

ZFS Finance USA Trust II
6.450% due 12/15/2065 (b) (e)		4,150,000		4,201,875

Zions Bancorporation
4.500% due 3/27/2017		1,125,000		1,150,307
3.600% due 6/30/2018		205,000		203,657

Total Corporate Bonds				2,319,530,882

Federal Agency Mortgage-Backed
Securities - 0.0%
Fannie Mae
6.500% due 1/1/2019,
Series 76-9194F		20,957		21,805
6.000% due 10/1/2037,
Series 88-8736F		131,862		144,976
6.000% due 3/1/2038,
Series 25-7134F		109,320		120,698

See Notes to Financial Statements.
24

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2015

	Principal
	Amount		Value
BONDS (continued)

Federal Agency Mortgage-Backed
Securities (continued)
Freddie Mac
4.500% due 5/1/2018,
Series P1-0032	$	13,568	$	13,902
6.500% due 12/1/2018,
Series C9-0241		16,380		18,675
6.000% due 11/1/2021,
Series G1-2449		30,569		33,160
6.000% due 2/1/2022,
Series G1-2758		59,982		64,932

Ginnie Mae
5.500% due 6/15/2017,
Series 58-4476X		520		523
5.500% due 7/20/2018,
Series 00-3411M		5,519		5,710
7.000% due 5/15/2033,
Series 78-2071X		34,467		40,846
5.500% due 6/20/2038,
Series 00-4163M		14,660		15,606

Total Federal Agency Mortgage-
Backed Securities				480,833

Taxable Municipal Bonds - 3.3%
California Earthquake
Authority
6.169% due 7/1/2016		308,000		316,279

Casino Reinvestment
Development Authority NJ
5.340% due 6/1/2020		9,845,000		9,999,173

City of Atlantic City NJ
4.750% due 12/15/2015		220,000		220,251

City of Cleveland OH Airport
System Revenue
5.239% due 1/1/2017		440,000		446,002

City of Detroit MI Water Supply
System Revenue
3.607% due 7/1/2016		170,000		170,865

City of Miami FL
6.750% due 12/1/2018		1,310,000		1,426,367

City of Newark NJ
5.603% due 4/1/2018		655,000		678,226

County of Reeves TX Certs. of
Participation
4.250% due 12/1/2015		5,000		5,000
6.150% due 12/1/2015		280,000		280,000
7.000% due 12/1/2015		10,000		10,000
5.000% due 12/1/2016		65,000		65,721
6.000% due 12/1/2016		75,000		75,168
5.000% due 12/1/2017		45,000		45,940
6.250% due 12/1/2017		45,000		45,093
7.400% due 12/1/2017		480,000		481,411
5.625% due 12/1/2018		125,000		130,341
6.500% due 12/1/2018		225,000		225,504
7.500% due 12/1/2018		35,000		35,105
6.750% due 12/1/2019		1,320,000		1,322,930
6.125% due 12/1/2020		680,000		724,023
6.875% due 12/1/2020		370,000		370,533
6.375% due 12/1/2021		45,000		47,787
7.000% due 12/1/2021		500,000		500,775
7.700% due 12/1/2021		3,340,000		3,349,051

District of Columbia Revenue
4.713% due 10/1/2016		125,000		125,540
5.375% due 10/1/2018		1,455,000		1,465,301

Eastern Illinois University
5.000% due 4/1/2017		405,000		417,377
5.250% due 4/1/2018		775,000		815,680
5.450% due 4/1/2019		515,000		551,616
5.600% due 4/1/2020		585,000		622,867
5.700% due 4/1/2021		125,000		132,834

Fannin County TX Public
Facility Corp.
3.950% due 10/1/2016		675,000		682,452
4.600% due 10/1/2017		740,000		752,025
5.200% due 10/1/2019		515,000		528,931
5.650% due 10/1/2021		825,000		864,526

Florida State Mid-Bay
Bridge Authority
3.784% due 10/1/2021		5,000,000		5,045,750

Garza County TX Public
Facility Corp.
6.200% due 10/1/2020		1,960,000		2,051,826

See Notes to Financial Statements.
25

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2015

	Principal
	Amount		Value
BONDS (continued)

Taxable Municipal Bonds (continued)
Guam Gov’t.
Waterworks Authority
1.880% due 7/1/2016	$	3,320,000	$	3,319,402
2.516% due 7/1/2017		210,000		208,891
3.061% due 7/1/2018		255,000		255,128

Kentucky Economic Development
Finance Authority
7.000% due 12/1/2021		270,000		273,116

Lancaster PA Parking Authority
5.760% due 12/1/2017		510,000		523,408

LL & P Wind Energy, Inc. WA
5.733% due 12/1/2017 (e)		675,000		680,906
5.983% due 12/1/2022 (e)		8,595,000		8,745,241

Memphis TN Health
Educational & Housing
Facility Board
4.500% due 3/1/2018		160,000		159,886

New Jersey Economic
Development Authority
5.000% due 6/15/2017 (e)		530,000		536,980

New Jersey Sports & Exposition
Authority
6.076% due 3/1/2023		615,000		659,969

Pontotoc County OK
Educational Facilities
Authority
4.119% due 9/1/2023		325,000		336,967

Public Finance Authority WI
Student Housing Revenue
4.500% due 7/1/2021		1,730,000		1,720,277

Puerto Rico Commonwealth
Gov’t. Development Bank
4.704% due 5/1/2016		24,080,000		12,101,404
3.875% due 2/1/2017		8,000,000		2,980,400
4.375% due 2/1/2019		12,395,000		3,533,319

San Luis AZ Facility
Development Corp.
4.050% due 5/1/2016		1,005,000		1,006,196
4.650% due 5/1/2017		1,130,000		1,130,768
5.050% due 5/1/2018		780,000		784,345
5.350% due 5/1/2019		1,240,000		1,250,317
5.600% due 5/1/2020		670,000		677,015
5.700% due 5/1/2020		850,000		860,990
5.800% due 5/1/2021		1,055,000		1,066,879
5.900% due 5/1/2021		980,000		993,985
6.100% due 5/1/2022		1,030,000		1,041,557
6.200% due 5/1/2022		1,035,000		1,045,671

Summit County OH Development
Finance Authority
6.250% due 5/15/2026		665,000		695,730

West Texas Detention
Facility Corp.
3.800% due 11/1/2016		1,000,000		1,012,330
4.400% due 11/1/2017		1,195,000		1,220,191
4.700% due 11/1/2018		920,000		946,496

Willacy County TX Local
Gov’t. Corp.
7.800% due 12/1/2028		1,530,000		612,535

Willacy County TX Public
Facility Corp.
5.000% due 12/1/2015		1,230,000		1,230,000
6.000% due 12/1/2016		1,330,000		1,365,218
6.000% due 12/1/2017		390,000		405,783
5.600% due 12/1/2018		420,000		440,395

Total Taxable Municipal Bonds				88,849,965

Tax-Exempt Municipal
Bonds - 0.2%
Casino Reinvestment
Development Authority NJ
5.250% due 6/1/2019		5,000,000		5,015,950

Puerto Rico Commonwealth
5.500% due 7/1/2018		100,000		105,138
5.500% due 7/1/2019		100,000		105,292

See Notes to Financial Statements.
26

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2015

	Principal
	Amount		Value
BONDS (continued)

Tax-Exempt Municipal
Bonds (continued)
Puerto Rico Electric
Power Authority
5.000% due 7/1/2019	$	770,000	$	777,284

Puerto Rico Highways &
Transportation Authority
4.125% due 7/1/2019		120,000		119,306

Puerto Rico Municipal
Finance Agency
5.250% due 8/1/2019		100,000		100,621

Total Tax-Exempt
Municipal Bonds				6,223,591

United States Government &
Agency Issues - 0.3%
U.S. Treasury Bonds
2.125% due 12/31/2015		8,000,000		8,011,872

Total United States Government
& Agency Issues				8,011,872

TOTAL BONDS (COST
$2,912,117,452)				2,682,876,576

	Shares or
	Principal
	Amount
SHORT-TERM INVESTMENTS - 1.0%

Money Market Funds - 0.1%
Fidelity Money Market Portfolio
Class I, 0.125% (a)		3,209,318		3,209,318

Total Money Market Funds				3,209,318

United States Government &
Agency Issues - 0.9%
U.S. Treasury Bills
0.012% due 12/10/2015 (b)		15,000,000		14,999,951
0.042% due 1/7/2016 (b)		10,000,000		9,999,558

Total United States Government
& Agency Issues				24,999,509

TOTAL SHORT-TERM
INVESTMENTS
(COST $28,208,827)				28,208,827

TOTAL INVESTMENTS - 98.8%
(COST $2,940,326,279)				2,711,085,403

NET OTHER ASSETS AND
LIABILITIES - 1.2%				33,396,927

NET ASSETS - 100.0%			$	2,744,482,330

(a)		Represents the 7-day yield at November 30, 2015.
(b)		Rate shown represents the current coupon rate at November 30, 2015.
(c)		Security is a “step-up” bond where the coupon increases or steps up at a predetermined date.
(d)		Perpetual maturity; date shown represents next contractual call date.
(e)		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.

N.V.:		Naamloze Vennootschap is the Dutch term for a public limited liability corporation.
PLC:		Public Limited Company
REIT:		Real Estate Investment Trust
S.A.:		Generally designates corporations in various countries, mostly those employing the civil law.

See Notes to Financial Statements.
27

FUND EXPENSE EXAMPLES (Unaudited)

November 30, 2015

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, 2015 to November 30, 2015.

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
	Expense Ratio	Account Value			Account Value			Expenses Paid During
Six-Month Period Ended November 30, 2015	for the Period	06/01/15			11/30/15			Period*
Thompson LargeCap Fund
Actual	1.15%		$	1,000.00		$	927.93		$	5.56
Hypothetical (5% return before expenses)	1.15%		$	1,000.00		$	1,019.23		$	5.82
Thompson MidCap Fund
Actual	1.30%		$	1,000.00		$	916.28		$	6.24
Hypothetical (5% return before expenses)	1.30%		$	1,000.00		$	1,018.48		$	6.58
Thompson Bond Fund
Actual	0.71%		$	1,000.00		$	967.54		$	3.50
Hypothetical (5% return before expenses)	0.71%		$	1,000.00		$	1,021.44		$	3.60

*	Expenses are equal to the annualized [net] expense ratio for each Fund, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

	For more information, please refer to the Funds’ Prospectus.

See Notes to Financial Statements.
28

STATEMENTS OF ASSETS AND LIABILITIES

November 30, 2015 (In thousands, except per share amounts)

	LARGECAP				MIDCAP				BOND
	FUND				FUND				FUND
ASSETS
Total investments in securities, at value (Cost $116,140, $36,629 and
$2,940,326 respectively)		$	111,683			$	38,345			$	2,711,085
Cash			–				–				12,222
Due from sale of securities			196				42				–
Receivable from fund shares sold			3				–				3,046
Dividends and interest receivable			231				42				40,170
Prepaid expenses			7				4				122
Total Assets			112,120				38,433				2,766,645
LIABILITIES
Due on purchase of securities			21				20				2,212
Payable for fund shares redeemed			63				–				18,488
Line of credit			–				8				–
Accrued expenses payable			29				24				89
Accrued directors expense payable			–				–				3
Due to Advisor			95				31				1,371
Total Liabilities			208				83				22,163
NET ASSETS		$	111,912			$	38,350			$	2,744,482
Net Assets consist of:
Capital stock ($.001 par value)		$	147,929			$	33,611			$	2,962,671
Undistributed net investment income			661				4				30,623
Accumulated net realized gain (loss) on investments			(32,221	)			3,019				(19,571	)
Net unrealized appreciation (depreciation) on investments			(4,457	)			1,716				(229,241	)
Net Assets		$	111,912			$	38,350			$	2,744,482
Shares of capital stock outstanding (unlimited shares authorized)			2,206				3,179				249,882
Offering and redemption price/Net asset value per share		$	50.72	^(a)		$	12.07	^(a)		$	10.98

(a) Does not recalculate due to rounding.

See Notes to Financial Statements.
29

STATEMENTS OF OPERATIONS

Year Ended November 30, 2015 (In thousands)

	LARGECAP				MIDCAP				BOND
	FUND				FUND				FUND
Investment income^(a)
Dividends		$	2,166			$	526			$	–
Interest			–				–				150,706
			2,166				526				150,706
Expenses
Investment advisory fees			1,140				402				19,300
Shareholder servicing costs			87				36				1,453
Administrative & accounting services fees			120				55				893
Custody fees			12				5				258
Directors fees			27				24				143
Federal & state registration			33				32				98
Professional fees			37				36				77
Other expenses			23				10				734
Total expenses			1,479				600				22,956
Less expenses reimbursed by Advisor			(86	)			(78	)			–
Net expenses			1,393				522				22,956
Net investment income			773				4				127,750
Net realized gain (loss) on investments			19,889				3,154				(13,899	)
Net unrealized depreciation on investments			(26,214	)			(5,323	)			(179,649	)
Net loss on investments			(6,325	)			(2,169	)			(193,548	)
Net decrease in net assets resulting from operations		$	(5,552	)		$	(2,165	)		$	(65,798	)


^(a)Net of foreign withholding taxes		$	3			$	1			$	67

See Notes to Financial Statements.
30

STATEMENTS OF CHANGES IN NET ASSETS

(In thousands)

	LARGECAP								MIDCAP								BOND
	FUND								FUND								FUND
	Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended
	November 30,				November 30,				November 30,				November 30,				November 30,				November 30,
	2015				2014				2015				2014				2015				2014
Operations
Net investment income (loss)		$	773			$	672			$	4			$	(9	)		$	127,750			$	125,810
Net realized gain (loss)
on investments			19,889				15,743				3,154				3,923				(13,899	)			(822	)
Net unrealized appreciation
(depreciation) on investments			(26,214	)			1,450				(5,323	)			332				(179,649	)			(73,260	)
Net increase (decrease) in net assets
resulting from operations			(5,552	)			17,865				(2,165	)			4,246				(65,798	)			51,728
Distributions to Shareholders
Distributions from net
investment income			(676	)			(472	)			–				–				(136,781	)			(112,531	)
Distributions from net realized gains
on securities transactions			–				–				(3,896	)			(3,933	)			–				(5,802	)
Total distributions to shareholders			(676	)			(472	)			(3,896	)			(3,933	)			(136,781	)			(118,333	)

Fund Share Transactions
(See Note 4)			(10,476	)			(13,575	)			3,104				3,386				(776,902	)			1,538,506

Total Increase (Decrease)
in Net Assets			(16,704	)			3,818				(2,957	)			3,699				(979,481	)			1,471,901

Net Assets
Beginning of period			128,616				124,798				41,307				37,608				3,723,963				2,252,062
End of period		$	111,912			$	128,616			$	38,350			$	41,307			$	2,744,482			$	3,723,963
Undistributed net investment
income included in net assets
at end of period		$	661			$	564			$	4			$	–			$	30,623			$	36,424

See Notes to Financial Statements.
31

NOTES TO FINANCIAL STATEMENTS

November 30, 2015

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. The Funds are investment companies and accordingly follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Codification Topic 946 Financial Services — Investment Companies.

VALUATION POLICY AND PROCEDURES - The Funds’ Board of Directors (the “Funds’ Board”) has adopted methods for valuing securities set forth in the Funds’ Pricing Policies and Procedures, including circumstances in which market quotes are not readily available or deemed to be unreliable, and has delegated authority to the Advisor to apply those methods in making fair value determinations, subject to board oversight. The Advisor has established a valuation committee (the “Committee”). The Committee and other Advisor employees administer, implement, and oversee the fair valuation process and make fair value decisions. The Committee regularly reviews its own fair value decisions, as well as valuations, valuation techniques and services furnished by pricing services, considers circumstances in the markets which may require valuation determinations by the Committee and reviews previous valuation determinations. The Committee reports on its activities and any changes to the fair valuation guidelines to the Funds’ Board.

SECURITY VALUATION - Each Fund’s listed or exchange-traded 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). 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 generally 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.

Debt investments are typically valued 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. Factors considered by pricing services include market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads and fundamental analytical data relating to the issuer. Debt securities with remaining maturities of 60 days or less are generally valued on an amortized cost basis.

Where market quotations are not readily available or are unreliable, a fair value is determined in good faith pursuant to procedures established by the Funds’ Board. 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, 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, 2015.

VALUATION MEASUREMENTS – 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.

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2015

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 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, 2015:

	LargeCap Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Common stocks	$	111,671,310	$	–	$	–	$	111,671,310
Short-term investments		11,998		–		–		11,998
Total Assets	$	111,683,308	$	–	$	–	$	111,683,308

	MidCap Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Common stocks	$	38,343,933	$	–	$	–	$	38,343,933
Short-term investments		638		–		–		638
Total Assets	$	38,344,571	$	–	$	–	$	38,344,571

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2015

	Bond Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Bonds	$	–	$	2,682,876,576	$	–	$	2,682,876,576
Short-term investments		3,209,318		24,999,509		–		28,208,827
Total Assets	$	3,209,318	$	2,707,876,085	$	–	$	2,711,085,403

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, 2015. 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.

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.

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2015

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.

LINE OF CREDIT - The Funds have established an unsecured line of credit (“LOC”) with U.S. Bank N.A. which expires November 11, 2016 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. Interest is charged at the prime rate. As of November 30, 2015, the limits established are: LargeCap Fund - $5,500,000, MidCap Fund - $2,000,000 and Bond Fund - $145,000,000. 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, 2015.

								Date of
	Average		Average	Interest		Maximum		Maximum
	Balance		Interest Rate	Expense		Borrowing		Borrowing
LargeCap Fund	$	89,118	3.250%	$	2,937	$	667,000	6/22/2015
MidCap Fund	$	34,904	3.250%	$	1,150	$	1,350,000	1/8/2015
Bond Fund	$	2,574,058	3.250%	$	84,819	$	50,107,000	12/22/2014

GUARANTEES AND INDEMNIFICATIONS - Under the Funds’ organizational documents, each Director, officer, employee or other agent of the Funds (including the Funds’ investment advisor) 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, 2015, 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. 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. See note 6. There were no other subsequent events which were deemed to have an impact on the Funds’ financial statements.

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2015

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, 2017 so that the annual operating expenses of the Funds do not exceed the following percentages of their respective average daily net assets: LargeCap Fund - 1.13%, MidCap Fund - 1.25% and Bond Fund - 0.80%. Prior to December 1, 2015, the applicable expense limitation percentages were LargeCap Fund - 1.15% and MidCap Fund - 1.30%. For the fiscal year ended November 30, 2015, the Advisor reimbursed expenses incurred by the LargeCap Fund and the MidCap Fund in the amounts of $85,942 and $77,706, respectively. The Funds are not obligated to reimburse the Advisor for any fees or expenses waived in previous fiscal years.

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, 2015 in the following amounts:

	Administrative &
	Accounting Fees Paid
LargeCap Fund		$	37,234
MidCap Fund		$	34,274
Bond Fund		$	302,476

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. Such amounts are recorded within Shareholder servicing costs on the Fund’s Statement of Operations. For the fiscal year ended November 30, 2015, the amounts reimbursed by the Funds to the Advisor were:

	Intermediary
	Fees Reimbursed
LargeCap Fund		$	22,947
MidCap Fund		$	3,911
Bond Fund		$	988,673

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2015

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

	Year Ended					Year Ended
	November 30, 2015					November 30, 2014
	Shares		Dollars			Shares		Dollars
LargeCap Fund
Shares sold	100		$	5,297		113		$	5,604
Shares issued in reinvestment of dividends	12			652		10			460
Shares issued in reinvestment of realized gains	–			–		–			–
Shares redeemed	(314	)		(16,425	)	(400	)		(19,639	)
Net decrease	(202	)	$	(10,476	)	(277	)	$	(13,575	)

MidCap Fund
Shares sold	260		$	3,369		427		$	5,679
Shares issued in reinvestment of dividends	–			–		–			–
Shares issued in reinvestment of realized gains	299			3,825		315			3,919
Shares redeemed	(322	)		(4,090	)	(479	)		(6,212	)
Net increase	237		$	3,104		263		$	3,386

Bond Fund
Shares sold	75,715		$	860,664		196,126		$	2,327,553
Shares issued in reinvestment of dividends	11,396			128,763		8,996			106,321
Shares issued in reinvestment of realized gains	–			–		471			5,520
Shares redeemed	(155,791	)		(1,766,329	)	(76,062	)		(900,888	)
Net increase (decrease)	(68,680	)	$	(776,902	)	129,531		$	1,538,506

NOTE 5 - PURCHASE AND SALE OF SECURITIES
Investment transactions for the fiscal year ended November 30, 2015 were as follows:

	Securities other than U.S.
	Government and Short-term
	Investments				U.S. Government Securities
	Purchases		Sales		Purchases		Sales
LargeCap Fund	$	54,174,004	$	64,457,836	$	–	$	–
MidCap Fund	$	10,792,367	$	11,536,353	$	–	$	–
Bond Fund	$	907,011,614	$	959,314,813	$	454,271,499	$	304,094,999

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2015

NOTE 6 - INCOME TAX INFORMATION
At November 30, 2015, 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		$	116,231,404			$	36,751,763		$	2,941,430,097
Unrealized appreciation		$	6,265,148			$	7,368,766		$	13,867,106
Unrealized depreciation			(10,813,244	)			(5,775,958	)		(244,211,800	)
Net unrealized appreciation (depreciation)		$	(4,548,096	)		$	1,592,808		$	(230,344,694	)

Distributable ordinary income		$	660,820			$	159,206		$	30,661,001
Distributable long-term capital gains			–				2,986,294			–
Total distributable earnings		$	660,820			$	3,145,500		$	30,661,001

The tax basis of investments for tax and financial reporting purposes differ principally due to wash sales and discount accretion of debt securities.

The tax components of distributions paid during the fiscal years ended November 30, 2015 and November 30, 2014 are as follows:

	LargeCap Fund			MidCap Fund			Bond Fund
Fiscal year ended November 30, 2015
Distributions paid from:
Ordinary income distributions		$	675,832		$	429,599		$	136,781,134
Long-term capital gains distributions			–			3,466,117			–
Total distributions paid		$	675,832		$	3,895,716		$	136,781,134

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

The tax basis post-October losses as of November 30, 2015 and capital loss carryforward as of November 30, 2015, 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		$	–		$	–	$	2,073,821
Net capital loss carryforward
Subject to expiration
November 30, 2017		$	32,129,436		$	–	$	–
Not subject to expiration
Short-term			–			–		15,029,290
Long-term			–			–		1,401,736
Total capital loss carryforward		$	32,129,436		$	–	$	16,431,026

During the fiscal year ended November 30, 2015, the LargeCap Fund utilized capital loss carryforwards in the amount of $19,724,132.

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2015

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 17, 2015, payable to shareholders on December 18, 2015:

	LargeCap Fund			MidCap Fund			Bond Fund
Ordinary income distributions
Amount		$	773,384		$	160,710	$	37,149,976
Per Share		$	0.35		$	0.05	$	0.16
Long-term capital gains distributions
Amount		$	–		$	2,988,206	$	–
Per Share		$	–		$	0.95	$	–

FINANCIAL HIGHLIGHTS

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

	Year Ended November 30,
	2015		2014		2013		2012		2011
LARGECAP FUND

Net Asset Value, Beginning of Period	$53.40		$46.47		$34.27		$30.07		$29.20
Income from Investment Operations
Net investment income	0.35		0.27		0.19		0.18		0.08
Net realized and unrealized gains (losses)
on investments and options	(2.75	)	6.84		12.20		4.13		0.80
Total from Investment Operations	(2.40	)	7.11		12.39		4.31		0.88
Less Distributions
Distributions from net investment income	(0.28	)	(0.18	)	(0.19	)	(0.11	)	(0.01	)
Distributions from net realized gains	–		–		–		–		–
Total Distributions	(0.28	)	(0.18	)	(0.19	)	(0.11	)	(0.01	)

Net Asset Value, End of Period	$50.72		$53.40		$46.47		$34.27		$30.07

Total Return	(4.52%	)	15.35%		36.33%		14.37%		3.02%

Ratios/Supplemental Data
Net assets, end of period (millions)	$111.9		$128.6		$124.8		$99.6		$104.1
Ratios to average net assets:
Ratio of expenses	1.15%		1.15%		1.21%		1.31%		1.31%
Ratio of expenses without reimbursement	1.22%		1.23%		1.22%		1.31%		1.31%
Ratio of net investment income	0.64%		0.54%		0.46%		0.47%		0.24%
Ratio of net investment income
without reimbursement	0.57%		0.46%		0.45%		0.47%		0.24%
Portfolio turnover rate	45%		27%		38%		30%		40%

See Notes to Financial Statements.
40

FINANCIAL HIGHLIGHTS (Continued)

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

	Year Ended November 30,
	2015		2014		2013		2012		2011
MIDCAP FUND

Net Asset Value, Beginning of Period	$14.04		$14.04		$11.28		$11.15		$11.36
Income from Investment Operations
Net investment income (loss) (a)	–		–		–		–		–
Net realized and unrealized gains (losses)
on investments	(0.64	)	1.47		3.71		1.38		0.44
Total from Investment Operations	(0.64	)	1.47		3.71		1.38		0.44
Less Distributions
Distributions from net investment income	–		–		–		–		–
Distributions from net realized gains	(1.33	)	(1.47	)	(0.95	)	(1.25	)	(0.65	)
Total Distributions	(1.33	)	(1.47	)	(0.95	)	(1.25	)	(0.65	)

Net Asset Value, End of Period	$12.07		$14.04		$14.04		$11.28		$11.15

Total Return	(5.10%	)	11.82%		35.65%		14.41%		3.69%

Ratios/Supplemental Data
Net assets, end of period (millions)	$38.4		$41.3		$37.6		$24.6		$17.6
Ratios to average net assets:
Ratio of expenses	1.30%		1.30%		1.30%		1.30%		1.30%
Ratio of expenses without reimbursement	1.49%		1.54%		1.63%		1.83%		1.96%
Ratio of net investment income (loss)	0.01%		(0.02%	)	(0.02%	)	(0.03%	)	(0.19%	)
Ratio of net investment loss
without reimbursement	(0.18%	)	(0.27%	)	(0.35%	)	(0.56%	)	(0.85%	)
Portfolio turnover rate	27%		34%		47%		44%		47%

(a) Less than .005 per share.

See Notes to Financial Statements.
41

FINANCIAL HIGHLIGHTS (Continued)

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

	Year Ended November 30,
	2015		2014		2013		2012		2011
BOND FUND

Net Asset Value, Beginning of Period	$11.69		$11.91		$11.95		$11.33		$11.54
Income from Investment Operations
Net investment income	0.49		0.45		0.41		0.41		0.42
Net realized and unrealized gains (losses)
on investments	(0.72	)	(0.19	)	(0.03	)	0.67	(a)	(0.17	)(a)
Total from Investment Operations	(0.23	)	0.26		0.38		1.08		0.25
Less Distributions
Distributions from net investment income	(0.48	)	(0.45	)	(0.40	)	(0.43	)	(0.40	)
Distributions from net realized gains	–		(0.03	)	(0.02	)	(0.03	)	(0.06	)
Total Distributions	(0.48	)	(0.48	)	(0.42	)	(0.46	)	(0.46	)

Net Asset Value, End of Period	$10.98		$11.69		$11.91		$11.95		$11.33

Total Return	(2.04%	)	2.19%		3.24%		9.70%		2.16%

Ratios/Supplemental Data
Net assets, end of period (millions)	$2,744.5		$3,724.0		$2,252.1		$1,292.3		$656.0
Ratios to average net assets:
Ratio of expenses	0.71%		0.72%		0.74%		0.78%		0.80%
Ratio of expenses without reimbursement	0.71%		0.72%		0.74%		0.78%		0.84%
Ratio of net investment income	3.98%		4.04%		3.73%		3.90%		3.89%
Ratio of net investment income
without reimbursement	3.98%		4.04%		3.73%		3.90%		3.86%
Portfolio turnover rate	29%		21%		33%		16%		14%

(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.
42

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, 2015, 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, 2015, 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, 2015, 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, 2016

DIRECTORS AND OFFICERS (Unaudited)

(Information as of 12/31/15)

	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. (12 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
Cornelia Boyle Birth date: 9/23/53	Director since 2015	●Currently retired ●Director of North Track Funds, Inc. (investment company) from 2003 to 2009 ●Trustee of Ziegler Exchange Traded Trust (investment company) from 2005 to 2009 ●Executive Vice President and Chief Operations Officer, AIG Sun America Retirement Markets, Inc. (distribution and marketing company for variable annuity and retirement products) from 2000 to 2003 ●Executive Vice President, Fidelity Investments from 1996 to 2000	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

DIRECTORS AND OFFICERS (Unaudited) (Continued)

(Information as of 12/31/15)

	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
Interested Directors and Officers:

John W. Thompson⁽²⁾Birth date: 7/26/43	Director since 1987 President since 2009 Chief Executive Officer from 2005 to 2015	●President of Thompson Investment Management, Inc. (“TIM”) since 2004; Chairman since 2015 ●President of Thompson Plumb & Associates, Inc. (“TPA”) (investment advisor) from 1984 to 2003 ●A Chartered Financial Analyst	3	None
Jason L. Stephens⁽²⁾Birth date: 10/15/74	Director since 2011 Chief Executive Officer since 2015 Vice President from 2009 to 2015	●Chief Executive Officer of TIM since 2015; Chief Operating Officer of TIM from 2009 to 2015 ●Corporate Secretary of TIM since 2004 ●Portfolio Manager of TIM since 2007 ●A Chartered Financial Analyst	3	None
James T. Evans Birth date: 6/6/75	Vice President since 2009	●Chief Investment Officer of TIM since 2009 ●Portfolio Manager of TIM since 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.

ADDITIONAL INFORMATION (Unaudited)

THOMPSON IM FUNDS, INC.

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.

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 19, 2015, 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. The Board generally viewed these factors in their totality, with no single factor serving as the principal reason for determining whether to renew the Agreement and with individual Board members giving different weight to different factors.

In connection with the renewal process, both the Independent Directors as well as the full Board met separately in person on November 19, 2015, and the full Board met by telephone on November 5, 2015, 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 Broadridge, a leading independent provider of data for independent directors of investment companies for purposes of their review of investment advisory agreements. 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 Broadridge; a detailed statistical report from Broadridge comparing each Fund’s respective performance and expenses with both a comparison “group” and a comparison “universe” and expanded 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 5 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 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).

ADDITIONAL INFORMATION (Unaudited) (Continued)

The Board noted that the Bond Fund ranked in the top 20 percent of its comparison group and its comparison universe over each period other than the one-year period, for which it ranked in the bottom 20 percent of its comparison group and its comparison universe. The Board further noted that the Bond Fund had outperformed its benchmark index as well as the Barclays Credit 1-5 Year Index and the Morningstar Short-Term Bond category for the three-, five-, and ten-year periods.

The Board observed that the investment performance for the LargeCap Fund was particularly strong relative to its Broadridge performance group during the three-, four-, and five-year periods, during which time it ranked in the top 20 percent. The Board further observed that the Fund ranked in the top 40 percent of funds in its performance group and performance universe over the two-year period as well as among the top half of funds in its performance group for the one-year period and top half of funds in its performance universe for the one-, four-, and five-year periods. The Board also noted that the LargeCap Fund had outperformed its benchmark over the three-year period and the Morningstar Large Blend category over the one-, three-, and five-year periods. While the Fund ranked among the bottom 20 percent of funds over 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 performance of the MidCap Fund ranked in the top 20 percent of its performance universe and top 40 percent of its performance group for the since-inception period, as well as in the top 40 percent of both its performance group and performance universe for the three-year period. The Board noted that the Fund had not performed as well over various other measured periods, including ranking in the bottom 20 percent and 40 percent of its performance group and performance universe, respectively, over the one-year period. The Board observed that the Fund had outperformed its benchmark for the since-inception period and the Morningstar Mid-Cap Blend category for the three-year and five-year periods.

The Board discussed with management of the Advisor the reasons behind the recent underperformance of the Bond Fund and MidCap Fund and was satisfied with the Advisor’s plan of action for those Funds going forward.

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 each Fund was within an acceptable range.

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 Broadridge 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 among the lowest 40 percent of both its Broadridge comparison group and comparison universe, which the Board determined was reasonable.

The information provided by Broadridge indicated that the advisory fees of the LargeCap Fund were one of the highest in both the Fund’s Broadridge comparison group and its comparison universe. The Board, however, observed that the Advisor was proposing to institute a more substantial fee waiver that would lower the ceiling on the maximum total expense ratio that the Fund could incur from 1.15 percent to 1.13 percent of average daily net assets of the Fund, which would place the Fund’s total expense ratio in the third quintile of its expanded comparison universe. The Board also noted that the Fund’s non-management expenses were near the median of its comparison universe (although well above the median of the Fund’s comparison group). 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 Broadridge comparison group while ranking near 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 Broadridge comparison group and comparison universe, but that with the growth in assets across all of the Funds this ratio was comparing more favorably than several years ago. 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 just above the

ADDITIONAL INFORMATION (Unaudited) (Continued)

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. The Board considered that the Advisor was proposing to institute a more substantial fee waiver for the Fund, which would have the effect of capping the maximum total expense ratio that the Fund could incur at 1.25 percent (whereas the cap had previously been set at 1.30 percent). This cap would have the effect of placing the Fund’s actual total expense ratio in the top 60 percent of funds in the Fund’s comparison expanded 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 below the median of firms included in the Broadridge 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 Broadridge 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 and that the decline in assets of the Bond Fund was likely to decrease profitability during the next year. The Board determined that the operating margins of the Advisor were reasonable and, after reviewing information provided by Broadridge 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.

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 significant growth in assets of the Bond Fund had recently stabilized and reversed to some degree, and 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.

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,
	2014			2015
Audit Fees⁽¹⁾		$	36,000.00		$	38,500.00
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		$	47,500.00

___________________

(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 2014 and 2015, 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, 2015 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 20^th day of January, 2016.

THOMPSON IM FUNDS, INC.

By:	/s/ Jason L. Stephens
	Jason L. Stephens, Chief Executive
	Officer

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 20^th day of January, 2016.

By:	/s/ Jason L. Stephens
	Jason L. Stephens, Chief Executive
	Officer (Principal Executive Officer)

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

Thompson LargeCap Fund (THPGX) N-CSRCertified annual shareholder report (management investment company)