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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act File Number 811-4946

THOMPSON IM FUNDS, INC.
(Exact name of registrant as specified in charter)

918 Deming Way
Madison, Wisconsin 53717
(Address of principal executive offices)--(Zip code)

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:

Matthew C. Vogel, 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, 2017

Date of reporting period: May 31, 2017

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Report to Stockholders.

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

NOTE ON FORWARD-LOOKING STATEMENTS

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

1

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

May 31, 2017

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	18-29
FUND EXPENSE EXAMPLES	30
FINANCIAL STATEMENTS
Statements of assets and liabilities	31
Statements of operations	32
Statements of changes in net assets	33
Notes to financial statements	34-41
Financial highlights	42-44
ADDITIONAL INFORMATION	45

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

Please read your Prospectus carefully.

2

LARGECAP FUND INVESTMENT REVIEW (Unaudited)

May 31, 2017

Portfolio Managers

James T. Evans, CFA
Jason L. Stephens, CFA

Performance

The LargeCap Fund produced a total return of 5.89% for the six-month period ended May 31, 2017, as compared to its benchmark, the S&P 500 Index, which returned 10.81%.

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

Average Annual Total Returns
Through 05/31/17
	1 Year		3 Year		5 Year		10 Year
Thompson LargeCap Fund	19.86	%	7.69	%	15.01	%		3.77	%
S&P 500 Index	17.47	%	10.14	%	15.42	%		6.94	%

Gross Expense Ratio as of 03/31/17 was 1.25%.

Net Expense Ratio after reimbursement as of 03/31/17 was 1.10%.*

* The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the LargeCap Fund through March 31, 2018, so that the annual operating expenses of the Fund do not exceed 1.10% of its average daily net assets. Net expense ratios are current as of the most recent Prospectus and are applicable to investors.

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

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

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

See Notes to Financial Statements.
3

LARGECAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2017

Management Commentary

The Fund finished the prior annual year enjoying a strong bump in absolute and relative performance due to the effects of the “Trump Trade”. Investors anticipated an economic policy of lowering taxes and increased spending from the then newly elected President. It was assumed this would result in an increase in deficit spending and an increase in inflation. The Fund has long held an allocation designed to hopefully outperform its benchmark in a rising interest rate environment, and our holdings reacted as we expected they would as rates rose in November.

Thus the semi-annual period began with the 10-year Treasury yielding 2.382%. While rates managed to climb to around 2.6% twice during the time period, they still finished at a six-month low of 2.204% as the semi-annual period ended. This was despite the Federal Reserve raising short term rates in December and March and a consensus expectation for a future hike in June 2017. Unfortunately, as interest rates declined, the gap between the Fund’s performance and its benchmark widened.

Lower interest rates were not the only reason the Fund lagged during the semi-annual period. Sectors and industries that we expected would benefit from a lower regulatory burden, such as banking and health care, saw their performance slip throughout the time period. Due to a variety of political controversies surrounding the Trump administration, investors appeared to grow more pessimistic about his ability to enact meaningful changes. As a result, the stocks gave up the gains they had experienced in November 2016. In their place, the FANG stocks (Facebook, Apple, Netflix, and Google parent Alphabet) that had dominated index returns in 2015 resumed their market leadership, along with other high flyers such as Tesla. With the exception of Alphabet, we remain underweight the rest of these names due to what we think are extreme valuations and unrealistic growth expectations.

We believe investors are overreacting to news out of Washington, D.C. Our positioning of the Fund was never predicated on a prediction of Trump’s victory in November 2016, but rather a bottom-up view on the growth prospects of the companies we owned relative to their valuations. They were simply far more attractive, in our opinion, than many other stocks that normally benefit from lower interest rates. So while the performance of our holdings certainly benefited from investor enthusiasm over President Trump’s victory, we believe they should have already been benefiting from their own fundamentals. These fundamentals are largely independent of government policy, and we believe should position the companies to continue to boost earnings regardless of what happens in Washington. The evidence to counteract the “Washington controls all” narrative will come as earnings are reported throughout the rest of the year.

The bottom line is that we remain quite optimistic about our holdings and the future potential performance of the Fund. While it can be trying to lag in the meantime, we believe longer-term interest rates cannot remain suppressed forever. As the Fund has demonstrated in the past, our positioning is such that if and when the reversal occurs we believe the benefit to shareholders would be swift and substantial. For now we are staying the course to take advantage of this potential opportunity.

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.

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.

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

See Notes to Financial Statements.
4

LARGECAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2017

Sector Weightings at 05/31/17
% of Total Investments

Top 10 Equity Holdings at 05/31/17
		% of Fund’s
Company	Industry	Net Assets
Alphabet, Inc. Class A	Internet Software & Services		3.25	%
Microsoft Corp.	Software		2.64	%
Exxon Mobil Corp.	Oil, Gas & Consumable Fuels		2.47	%
Qualcomm, Inc.	Semiconductors & Semiconductor Equipment		2.18	%
Bank of America Corp.	Banks		2.12	%
McKesson Corp.	Health Care Providers & Services		2.11	%
Citigroup Inc.	Banks		2.08	%
Cisco Systems, Inc.	Communications Equipment		2.03	%
Express Scripts Holding Co.	Health Care Providers & Services		2.01	%
Target Corp.	Multiline Retail		2.01	%

As of May 31, 2017, 100.1% of the Fund’s assets were in equity and short-term investments.

See Notes to Financial Statements.
5

LARGECAP FUND SCHEDULE OF INVESTMENTS (Unaudited)

May 31, 2017

			Shares	Value
COMMON STOCKS - 100.1%
	Consumer Discretionary - 14.9%
		Automobiles - 1.0%
		Harley-Davidson, Inc.	22,725	$	1,204,652
		Distributors - 1.0%
		LKQ Corp. (a)	38,175		1,202,131
		Household Durables - 1.3%
		D.R. Horton, Inc.	20,950		684,856
		TopBuild Corp. (a)	16,152		864,940
					1,549,796
		Leisure Products - 1.0%
		Brunswick Corp.	21,500		1,188,090
		Media - 5.2%
		CBS Corp. Class B	29,025		1,773,718
		The Walt Disney Co.	11,775		1,270,994
		Time Warner Inc.	9,325		927,744
		Viacom Inc. Class B	68,475		2,382,245
					6,354,701
		Multiline Retail - 2.8%
		Kohl’s Corp.	25,710		988,035
		Target Corp.	44,385		2,447,833
					3,435,868
		Specialty Retail - 2.1%
		Bed Bath & Beyond Inc.	41,575		1,430,596
		Lumber Liquidators Holdings, Inc. (a)	36,775		1,065,740
					2,496,336
		Textiles, Apparel & Luxury
		Goods - 0.5%
		Hanesbrands, Inc.	31,425		648,926
	Consumer Staples - 6.2%
		Food & Staples Retailing - 4.5%
		CVS Health Corp.	27,675		2,126,270
		Walgreens Boots Alliance, Inc.	28,525		2,311,095
		Wal-Mart Stores, Inc.	12,600		990,360
					5,427,725
		Household Products - 1.7%
		Kimberly-Clark Corp.	9,268		1,202,338
		The Procter & Gamble Co.	10,200		898,518
					2,100,856
	Energy - 8.6%
		Energy Equipment &
		Services - 1.2%
		Schlumberger Ltd.	20,844		1,450,534
		Oil, Gas & Consumable
		Fuels - 7.4%
		Apache Corp.	19,475		910,651
		Chevron Corp.	18,970		1,963,016
		Devon Energy Corp.	40,325		1,370,244
		EOG Resources, Inc.	11,975		1,081,462
		Exxon Mobil Corp.	37,420		3,012,310
		Noble Energy, Inc.	24,725		709,360
					9,047,043
	Financials - 15.5%
		Banks - 11.0%
		Associated Banc-Corp	50,102		1,194,933
		Bank of America Corp.	115,525		2,588,915
		CIT Group Inc.	34,975		1,575,624
		Citigroup Inc.	41,825		2,532,085
		First Horizon National Corp.	63,335		1,072,895
		JPMorgan Chase & Co.	28,325		2,326,899
		PNC Financial Services Group, Inc.	7,925		940,698
		SunTrust Banks, Inc.	11,300		603,081
		Zions Bancorporation	13,800		552,966
					13,388,096
		Capital Markets - 3.0%
		Northern Trust Corp.	13,785		1,205,360
		State Street Corp.	29,650		2,415,289
					3,620,649
		Consumer Finance - 0.4%
		Discover Financial Services	8,770		514,799
		Insurance - 1.1%
		FNF Group	30,025		1,279,365
	Health Care - 15.8%
		Biotechnology - 7.0%
		AbbVie Inc.	29,725		1,962,444
		Amgen Inc.	9,400		1,459,256
		Celgene Corp. (a)	19,875		2,273,899
		Exact Sciences Corp. (a)	61,575		2,245,640
		Shire PLC ADR	3,602		622,137
					8,563,376

See Notes to Financial Statements.
6

LARGECAP FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

			Shares	Value
COMMON STOCKS (continued)
	Health Care (continued)
		Health Care Equipment &
		Supplies - 1.1%
		Zimmer Biomet Holdings, Inc.	11,200	$	1,335,152
		Health Care Providers &
		Services - 5.6%
		Express Scripts Holding Co. (a)	41,075		2,454,231
		Hanger, Inc. (a)	149,825		1,860,077
		McKesson Corp.	15,760		2,570,298
					6,884,606
		Pharmaceuticals - 2.1%
		Johnson & Johnson	9,710		1,245,308
		Pfizer Inc.	38,475		1,256,209
					2,501,517
	Industrials - 11.1%
		Air Freight & Logistics - 1.3%
		FedEx Corp.	7,925		1,536,182
		Airlines - 0.8%
		Delta Air Lines, Inc.	20,800		1,021,904
		Building Products - 3.0%
		Johnson Controls Int’l. PLC	44,166		1,844,372
		Masco Corp.	50,325		1,874,606
					3,718,978
		Electrical Equipment - 2.8%
		ABB Ltd. ADR	73,675		1,851,453
		Rockwell Automation, Inc.	9,700		1,539,584
					3,391,037
		Industrial Conglomerates - 1.9%
		General Electric Co.	85,200		2,332,776
		Machinery - 0.5%
		Ingersoll-Rand PLC	6,900		618,240
		Trading Companies &
		Distributors - 0.8%
		HD Supply Holdings, Inc. (a)	25,000		1,008,750
	Information Technology - 26.0%
		Communications
		Equipment - 3.8%
		Cisco Systems, Inc.	78,660		2,480,150
		Lumentum Holdings, Inc. (a)	18,107		1,033,004
		Viavi Solutions Inc. (a)	101,535		1,140,238
					4,653,392
		Electronic Equipment,
		Instruments &
		Components - 1.8%
		Corning Inc.	55,975		1,628,873
		Maxwell Technologies, Inc. (a)	93,997		544,243
					2,173,116
		Internet Software &
		Services - 3.8%
		Alphabet, Inc. Class A (a)	4,020		3,968,102
		eBay Inc. (a)	20,770		712,411
					4,680,513
		IT Services - 3.4%
		Alliance Data Systems Corp.	8,250		1,989,322
		PayPal Holdings, Inc. (a)	28,770		1,502,082
		Visa Inc. Class A	6,475		616,614
					4,108,018
		Semiconductors &
		Semiconductor
		Equipment - 6.8%
		Infineon Technologies A.G. ADR	50,875		1,126,881
		Intel Corp.	34,775		1,255,725
		Maxim Integrated Products, Inc.	19,655		939,509
		NXP Semiconductors N.V. (a)	20,525		2,255,697
		Qualcomm, Inc.	46,405		2,657,614
					8,235,426
		Software - 4.3%
		Microsoft Corp.	46,151		3,223,186
		Oracle Corp.	44,475		2,018,720
					5,241,906
		Technology Hardware, Storage
		& Peripherals - 2.1%
		Apple Inc.	9,775		1,493,229
		Hewlett Packard Enterprise Co.	27,025		508,340
		HP Inc.	32,225		604,541
					2,606,110
	Materials - 1.5%
		Metals & Mining - 1.5%
		Freeport-McMoRan Inc. (a)	160,750		1,847,018
	Real Estate - 0.5%
		Real Estate Investment
		Trusts - 0.5%
		DiamondRock Hospitality Co.	56,950		631,576
		TOTAL COMMON STOCKS
		(COST $126,504,113)			121,999,160

See Notes to Financial Statements.
7

LARGECAP FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

			Shares	Value
SHORT-TERM INVESTMENTS - 0.0%
	Money Market Funds - 0.0%
		Fidelity Inst’l. Government
		Portfolio Class I, 0.652% (b)	5,083	$	5,083
		Total Money Market Funds			5,083
		TOTAL SHORT-TERM
		INVESTMENTS (COST $5,083)			5,083
		TOTAL INVESTMENTS - 100.1%
		(COST $126,509,196)			122,004,243
		NET OTHER ASSETS AND
		LIABILITIES - (0.1%)			(63,335	)
		NET ASSETS - 100.0%		$	121,940,908

(a)	Non-income producing security.
(b)	Represents the 7-day yield at May 31, 2017.

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

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

See Notes to Financial Statements.
8

MIDCAP FUND INVESTMENT REVIEW (Unaudited)

May 31, 2017

Portfolio Managers

       James T. Evans, CFA

       Jason L. Stephens, CFA

Performance
The MidCap Fund produced a total return of 7.43% for the six-month period ended May 31, 2017, as compared to its benchmark, the Russell Midcap Index, which returned 8.14%.

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

Average Annual Total Returns
Through 05/31/17
				Since
				Inception
	1 Year	3 Year	5 Year	(03/31/08)
Thompson MidCap Fund	21.49%	6.73%	14.31%	10.04%
Russell Midcap Index	15.86%	8.50%	15.13%	10.01%

Gross Expense Ratio as of 03/31/17 was 1.50%.
Net Expense Ratio after reimbursement as of 03/31/17 was 1.20%.*

* The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the MidCap Fund through March 31, 2018, so that the annual operating expenses of the Fund do not exceed 1.20% of its average daily net assets. Net expense ratios are current as of the most recent Prospectus and are applicable to investors.

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

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

FTSE Russell is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. “FTSE^®” and “Russell^®” are trademarks of the London Stock Exchange Group.

See Notes to Financial Statements.
9

MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2017

Management Commentary

There was no individual stock or sector that drove the Fund’s modest lag over the last 6 months. In fact, teasing out a theme that neatly tells the story for the period has proven difficult. The only real standout was Exact Sciences, the outperformance of which was offset by a handful of poor performers whose only clear relation to one another is that they happen to exist in the same portfolio. Sometimes broader sector trends are not reflected well in the movement of the Fund’s biggest contributors, especially with a portfolio invested in medium-sized companies for which the information flow tends to be thinner and trading more volatile than that of their larger-sized brethren. This period provides such an example. The Fund’s most meaningful stock fluctuations were driven by disparate security-specific reasons, often largely disconnected from macro-level themes.

While the reasons behind the Fund’s relative performance differential would require a deep-dive into the stock-specific issues of 10 or more Fund holdings, a discussion of absolute performance trends across sectors is much more straightforward. So far this fiscal year Health Care, Information Technology and Utilities have been the strongest sectors, and Energy the weakest. Health Care stocks really appear to us to have just begun to recover from depressed valuations, while investors looking for growth flooded into the Information Technology Sector. It doesn’t hurt that large-cap tech has been performing really well relative to other sectors, and that’s one rising tide that has floated quite a few boats as investors reconsider buyout valuations for smaller companies. Utilities benefitted from a decline in the 10-year treasury yield. Finally, energy stocks tracked a decline in oil prices.

Looking forward, we expect longer-term interest rates to start to rise again and the economy to continue growing. If we are correct, Utilities stocks (which often act as proxies for long-maturity bonds) will not likely perform as well going forward. We still like the prospect for many Information Technology and Health Care stocks, and have been therefore maintaining our overweight in those sectors relative to the benchmark. We anticipate that banks, which typically benefit both from rising rates and a strong housing market, will restart their stalled recovery, and have also been continuing to overweight that industry.

While it is unusual to have a winner the magnitude of Exact Sciences within a six-month timeframe, it is also unusual to have enough poor performers to largely offset said winner. As both the top positive and negative performers revert to a more “normal” range of outcomes in future time periods, we believe our efforts to find value in almost every sector means the current portfolio composition gives the Fund the opportunity to remain competitive going forward.

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.

See Notes to Financial Statements.
10

MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2017

Sector Weightings at 05/31/17

% of Total Investments

Top 10 Equity Holdings at 05/31/17
		% of Fund’s
Company	Industry	Net Assets
Hanger, Inc.	Health Care Providers & Services	2.47%
NXP Semiconductors N.V.	Semiconductors & Semiconductor Equipment	2.33%
Alliance Data Systems Corp.	IT Services	2.12%
CIT Group Inc.	Banks	2.05%
Bed Bath & Beyond Inc.	Specialty Retail	1.99%
Exact Sciences Corp.	Biotechnology	1.96%
Jazz Pharmaceuticals PLC	Pharmaceuticals	1.89%
Lumber Liquidators Holdings, Inc.	Specialty Retail	1.86%
Northern Trust Corp.	Capital Markets	1.72%
Masco Corp.	Building Products	1.65%

As of May 31, 2017, 100.1% of the Fund’s net assets were in equity and short-term investments.

See Notes to Financial Statements.
11

MIDCAP FUND SCHEDULE OF INVESTMENTS (Unaudited)

May 31, 2017

			Shares	Value
COMMON STOCKS - 99.5%
	Consumer Discretionary - 21.8%
		Automobiles - 1.2%
		Harley-Davidson, Inc.	10,625	$	563,231
		Distributors - 1.4%
		LKQ Corp. (a)	20,445		643,813
		Hotels, Restaurants &
		Leisure - 1.0%
		Extended Stay America, Inc.	27,325		497,315
		Household Durables - 5.2%
		D.R. Horton, Inc.	15,500		506,695
		Newell Brands, Inc.	10,306		545,703
		PulteGroup Inc.	21,750		493,072
		Toll Brothers, Inc.	7,400		273,134
		TopBuild Corp. (a)	12,125		649,294
					2,467,898
		Leisure Products - 2.2%
		Brunswick Corp.	10,275		567,796
		Mattel, Inc.	21,475		491,992
					1,059,788
		Multiline Retail - 1.5%
		Kohl’s Corp.	18,135		696,928
		Specialty Retail - 4.7%
		Bed Bath & Beyond Inc.	27,280		938,705
		Lumber Liquidators Holdings, Inc. (a)	30,275		877,369
		Urban Outfitters, Inc. (a)	20,575		388,250
					2,204,324
		Textiles, Apparel &
		Luxury Goods - 4.6%
		Coach, Inc.	8,655		399,948
		Hanesbrands, Inc.	36,240		748,356
		Michael Kors Holdings Ltd. (a)	12,625		418,897
		Skechers U.S.A., Inc. Class A (a)	24,300		620,136
					2,187,337
	Consumer Staples - 5.7%
		Food Products - 5.7%
		Amplify Snack Brands, Inc. (a)	55,925		511,714
		Inventure Foods, Inc. (a)	159,100		676,175
		Lamb Weston Holdings, Inc.	12,225		567,362
		The Hain Celestial Group, Inc. (a)	10,025		350,173
		The J. M. Smucker Co.	4,705		601,534
					2,706,958
	Energy - 4.7%
		Energy Equipment &
		Services - 1.2%
		Helmerich & Payne, Inc.	3,410		179,571
		TechnipFMC PLC (a)	13,125		379,969
					559,540
		Oil, Gas & Consumable
		Fuels - 3.5%
		Cameco Corp.	19,750		182,095
		Devon Energy Corp.	9,400		319,412
		Noble Energy, Inc.	23,000		659,870
		Pioneer Natural Resources Co.	1,275		212,747
		Southwestern Energy Co. (a)	49,225		298,304
					1,672,428
	Financials - 16.7%
		Banks - 7.8%
		Associated Banc-Corp	31,343		747,531
		CIT Group Inc.	21,530		969,926
		First Horizon National Corp.	45,070		763,486
		Regions Financial Corp.	15,385		212,928
		SunTrust Banks, Inc.	7,895		421,356
		Zions Bancorporation	14,585		584,421
					3,699,648
		Capital Markets - 3.3%
		Eaton Vance Corp.	10,720		499,230
		Northern Trust Corp.	9,305		813,629
		State Street Corp.	2,775		226,052
					1,538,911
		Consumer Finance - 1.2%
		Discover Financial Services	9,704		569,625
		Insurance - 2.5%
		FNF Group	17,700		754,197
		Unum Group	9,580		430,908
					1,185,105
		Mortgage Real Estate
		Investment Trusts - 0.8%
		Annaly Capital Management, Inc.	32,525		389,650
		Thrifts & Mortgage
		Finance - 1.1%
		Flagstar Bancorp, Inc. (a)	17,325		500,519
	Health Care - 13.7%
		Biotechnology - 3.1%
		Exact Sciences Corp. (a)	25,400		926,338
		MiMedx Group Inc. (a)	39,650		542,412
					1,468,750

See Notes to Financial Statements.
12

MIDCAP FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

			Shares	Value
COMMON STOCKS (continued)
	Health Care (continued)
		Health Care Equipment &
		Supplies - 2.3%
		Hologic, Inc. (a)	8,275	$	358,390
		Natus Medical Inc. (a)	3,825		129,668
		Zimmer Biomet Holdings, Inc.	5,200		619,892
					1,107,950
		Health Care Providers &
		Services - 6.2%
		Acadia Healthcare Co., Inc. (a)	12,775		528,118
		Envision Healthcare Corp. (a)	8,505		464,458
		Hanger, Inc. (a)	94,044		1,167,556
		McKesson Corp.	2,415		393,862
		Patterson Cos., Inc.	8,130		359,021
					2,913,015
		Life Sciences Tools &
		Services - 0.2%
		Fluidigm Corp. (a)	16,200		73,386
		Pharmaceuticals - 1.9%
		Jazz Pharmaceuticals PLC (a)	6,125		891,555
	Industrials - 11.0%
		Building Products - 3.2%
		A.O. Smith Corp.	6,975		382,718
		Masco Corp.	20,975		781,319
		USG Corp. (a)	12,250		348,390
					1,512,427
		Electrical Equipment - 2.0%
		Regal Beloit Corp.	5,805		459,756
		Rockwell Automation, Inc.	3,000		476,160
					935,916
		Machinery - 3.7%
		Ingersoll-Rand PLC	5,275		472,640
		Mueller Water Products, Inc. Class A	31,525		352,450
		SPX Corp. (a)	8,950		215,606
		SPX Flow, Inc. (a)	18,740		699,564
					1,740,260
		Trading Companies &
		Distributors - 2.1%
		HD Supply Holdings, Inc. (a)	17,625		711,169
		W.W. Grainger, Inc.	1,788		308,037
					1,019,206
	Information Technology - 17.3%
		Communications
		Equipment - 2.2%
		Lumentum Holdings, Inc. (a)	7,956		453,890
		Viavi Solutions Inc. (a)	52,781		592,731
					1,046,621
		Electronic Equipment,
		Instruments &
		Components - 1.1%
		FARO Technologies, Inc. (a)	6,250		217,188
		Maxwell Technologies, Inc. (a)	49,997		289,483
					506,671
		Internet Software &
		Services - 0.8%
		Liquidity Services, Inc. (a)	59,575		369,365
		IT Services - 3.0%
		Alliance Data Systems Corp.	4,145		999,484
		Fiserv, Inc. (a)	3,194		400,144
					1,399,628
		Semiconductors &
		Semiconductor
		Equipment - 6.5%
		Cavium Inc. (a)	8,825		643,960
		Infineon Technologies A.G. ADR	25,950		574,792
		Maxim Integrated Products, Inc.	15,291		730,910
		NXP Semiconductors N.V. (a)	10,025		1,101,747
					3,051,409
		Software - 0.6%
		Take-Two Interactive Software, Inc. (a)	3,935		301,972
		Technology Hardware, Storage
		& Peripherals - 3.1%
		CPI Card Group Inc.	243,313		474,460
		Electronics for Imaging, Inc. (a)	10,350		490,797
		Pure Storage, Inc. Class A (a)	19,875		257,183
		Stratasys Ltd. (a)	3,900		104,910
		3D Systems Corp. (a)	7,250		148,263
					1,475,613
	Materials - 3.9%
		Chemicals - 1.6%
		Ecolab Inc.	2,581		342,860
		Int’l. Flavors & Fragrances Inc.	2,935		404,707
					747,567
		Containers & Packaging - 0.5%
		AptarGroup, Inc.	2,650		225,277

See Notes to Financial Statements.
13

MIDCAP FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

			Shares	Value
COMMON STOCKS (continued)
	Materials (continued)
		Metals & Mining - 1.8%
		Freeport-McMoRan Inc. (a)	61,650	$	708,358
		Lundin Mining Corp.	26,900		147,428
					855,786
	Real Estate - 3.1%
		Real Estate Investment
		Trusts - 1.9%
		DiamondRock Hospitality Co.	43,300		480,197
		Host Hotels & Resorts Inc.	24,810		446,332
					926,529
		Real Estate Management &
		Development - 1.2%
		Realogy Holdings Corp.	18,375		559,702
	Utilities - 1.6%
		Multi-Utilities - 1.6%
		MDU Resources Group, Inc.	15,625		425,469
		SCANA Corp.	4,875		332,475
					757,944
		TOTAL COMMON STOCKS
		(COST $40,169,565)			47,029,567
SHORT-TERM INVESTMENTS - 0.6%
	Money Market Funds - 0.6%
		Fidelity Inst’l. Government
		Portfolio Class I, 0.652% (b)	263,825		263,825
		Total Money Market Funds			263,825
		TOTAL SHORT-TERM
		INVESTMENTS (COST $263,825)			263,825
		TOTAL INVESTMENTS - 100.1%
		(COST $40,433,390)			47,293,392
		NET OTHER ASSETS AND
		LIABILITIES - (0.1%)			(43,813	)
		NET ASSETS - 100.0%		$	47,249,579

(a)	Non-income producing security.
(b)	Represents the 7-day yield at May 31, 2017.

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

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

See Notes to Financial Statements.
14

BOND FUND INVESTMENT REVIEW (Unaudited)

May 31, 2017

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

Performance

The Bond Fund produced a total return of 4.20% for the six-month period ended May 31, 2017, as compared to its benchmark, the Bloomberg Barclays U.S. Government/Credit 1-5 Year Index, which returned 1.30%, and as compared to the Bloomberg Barclays U.S. Credit 1-5 Year Index, which returned 1.91%.

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

Average Annual Total Returns
Through 05/31/17
	1 Year	3 Year	5 Year	10 Year
Thompson Bond Fund	9.60%	2.71%	3.89%	5.80%
Bloomberg Barclays U.S. Gov’t./Credit 1-5 Year Index	1.16%	1.36%	1.33%	3.01%
Bloomberg Barclays U.S. Credit 1-5 Year Index	2.22%	1.88%	2.32%	3.87%

Gross Expense Ratio as of 03/31/17 was 0.72%. 30-Day SEC Yield as of 05/31/17 was 2.68%.

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

Results include the reinvestment of all dividends and capital gains distributions. Investment performance reflects all fee waivers that may have been in effect. In the absence of such waivers, total return would have been reduced. The performance information reflected in the graph and the table above does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares, nor does it imply future performance. The Bloomberg 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 Bloomberg 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.

Bloomberg^® is a trademark and service mark of Bloomberg Finance L.P. Barclays^® is a trademark and service mark of Barclays Bank PLC.

See Notes to Financial Statements.
15

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2017

Management Commentary

Both corporate spreads and prevailing interest rates declined modestly during the period. Absolute return was buoyed by the absence of material headwinds from these factors. Positive relative performance was driven by the Fund’s relative yield and appreciation among a number of issues in previously unloved sectors and asset classes. While it is unlikely that the Fund’s absolute return will be as attractive over the next 6 months, we do believe the portfolio still has the potential to produce competitive results.

Much of the Fund’s positive relative performance over the last 6 months resulted from decisions made over a year ago. As we have noted many times before, we try to take advantage of the opportunities the market gives us. This often requires waiting for a market overreaction, if not an all-out panic. During these times, one is often able to acquire securities that appear to be priced at a discount to their potential longer-term value. One extreme example of this was the deep discount afforded to financial assets during the financial crisis almost a decade ago. We’ve seen several periods of displeasure in the marketplace since then. Corporate spreads widened significantly in 2011 and 2013, and most recently during the energy panic in 2015 and early 2016. In each case the opportunities were plenty.

While some of the benefit of acquiring assets at a discount can accrue quickly to the purchaser, much of it tends to stretch out over months or years. In hindsight, credit markets entered a period of calm by spring 2016, and new opportunities have been scarcer since then. In the face of narrow credit spreads and rising interest rates we are content to attempt a more conservative tack. Consequently, the Fund’s duration has shrunk to 0.99 years. This was not by design, but is merely a consequence of the lack of attractively priced securities at the long end of the Fund’s maturity ladder. As the yield curve has flattened, it has made more sense to us to buy short. We have learned that something always seems to come along sooner or later to spook investors. Whenever that happens we’ll look to take advantage of opportunities by re-allocating the larger-than-normal accumulation of bonds of 1-year or less maturity within the Fund. In the meantime, we feel the portfolio as it stands is positioned to keep producing a competitive yield while we wait.

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.

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.

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

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

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

Yield Curve is a line that plots the interest rates, at a set point in time, of bonds having equal credit quality but differing maturity dates.

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

The purpose of Moody’s ratings is to provide investors with a simple system of gradation by which relative creditworthiness of securities may be noted. Gradations of creditworthiness are indicated by rating symbols, with each symbol representing a group in which the credit characteristics are broadly the same. The highest rating assigned by Moody’s is AAA and the lowest is C.

Although the makeup of the Bond Fund’s portfolio is constantly changing, as of May 31, 2017, 80.10% 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 69.66% of the Fund’s portfolio was invested in securities rated BBB by Standard & Poor’s, while an additional 9.50% of the Fund’s portfolio was rated below investment-grade and 2.84% 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.

See Notes to Financial Statements.
16

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

May 31, 2017

Portfolio Concentration at 05/31/17
(Includes cash and cash equivalents)
% Total Investments
Asset Allocation
Corporate Bonds	80.10%
Asset-Backed Securities	14.41%
U.S. Government & Agency Issues	2.79%
Taxable Municipal Bonds	2.45%
Tax-Exempt Municipal Bonds	0.25%
	100.00%
Quality
U.S. Government & Agency Issues	2.79%
AAA	0.42%
AA	1.85%
A	12.94%
BBB	69.66%
BB and Below	9.50%
Not Rated	2.84%
	100.00%

Top 10 Bond Holdings at 05/31/17
% of Fund’s Net Assets
Issuer
XL Group PLC	2.96%
MBIA Inc.	2.95%
GFI Group Inc.	2.78%
Ford Motor Credit Co. LLC	2.50%
U.S. Treasury Bills	2.40%
Freeport-McMoRan Inc.	2.38%
SESI LLC	2.36%
Citigroup, Inc.	2.13%
Bank of America Corp.	2.04%
American Airlines Group Inc.	2.03%

See Notes to Financial Statements.
17

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited)

May 31, 2017

				Principal
				Amount		Value
BONDS - 97.9%
	Asset-Backed Securities - 14.4%
		Air Canada
			5.375% due 5/15/2021,
			Series 2013-1 B (e)	$	9,254,404	$	9,647,717
			5.000% due 12/15/2023,
			Series 2015-2 B (e)		5,472,118		5,649,962
		America West Airlines
			7.930% due 1/2/2019,
			Series 1999-1		4,754,417		4,992,138
			8.057% due 7/2/2020,
			Series 2000-1		19,614		22,065
			7.100% due 4/2/2021,
			Series 2001-1		4,119,827		4,480,311
		American Airlines
			7.000% due 1/31/2018,
			Series 2011-1 B (e)		21,140,439		21,721,801
		Applebee’s Funding LLC / IHOP
			Funding LLC (DIN)
			4.277% due 9/5/2021,
			Series 2014-1 (e)		25,059,000		24,400,875
		Basketball Properties Ltd.
			6.650% due 3/1/2025 (e)		4,249,085		4,599,634
		Beaver Valley II Funding
			9.000% due 6/1/2017		240,000		240,000
		British Airways PLC
			5.625% due 6/20/2020,
			Series 2013-1 B (e)		27,339,937		28,365,184
			5.625% due 6/20/2020,
			Series 2013-1 B (e)		56,945		59,081
		Bvps II Funding Corp.
			8.890% due 6/1/2017		2,000		2,000
		CAL Funding II Ltd.
			3.470% due 10/25/2022,
			Series 2012-1A A (e)		1,513,958		1,513,797
			3.350% due 3/27/2023,
			Series 2013-1A A (e)		3,785,833		3,713,676
		Castle Aircraft Securitization Trust
			4.703% due 12/15/2022,
			Series 2015-1A (e)		1,501,268		1,535,603
		CG-CCRE Commercial
			Mortgage Trust
			3.739% due 6/15/2019,
			Series 2014-FL1 (b) (e)		12,000,000		11,771,744
		COBALT CMBS Commercial
			Mortgage Trust
			6.061% due 6/15/2017,
			Series 2007-C3 (b)		1,632		1,630
		Commercial Mortgage Loan
			Trust
			6.335% due 9/10/2017,
			Series 2008-LS1 (b)		7,921,945		7,951,634
		Continental Airlines
			6.648% due 9/15/2017,
			Series 1998-1 A		223,416		226,209
			6.900% due 1/2/2018,
			Series 1997-4 A		32,818		33,265
			6.820% due 5/1/2018,
			Series 1998-3 A-1		27,975		28,534
			6.000% due 1/12/2019,
			Series 2010-1 B		2,598,843		2,663,814
			7.256% due 3/15/2020,
			Series 1999-2 A-1		20,394		21,770
			6.250% due 4/11/2020,
			Series 2012-1 B		5,954,810		6,297,211
			5.500% due 10/29/2020,
			Series 2012-2 B		9,165,570		9,578,020
		Delta Air Lines
			6.875% due 5/7/2019,
			Series 2012-1B (e)		774,760		824,151
			8.021% due 8/10/2022,
			Series 2007-1 B		2,142,031		2,436,560
		Dong Fang Container Finance
			SPV Ltd.
			3.960% due 9/25/2023,
			Series 2013-1 A (e)		3,626,382		3,508,410
			3.550% due 4/25/2024,
			Series 2014-1 A (e)		406,725		377,136
		Doric Nimrod Air Alpha
			6.125% due 11/30/2019,
			Series 2013-1 B (e)		22,368,776		23,095,761
			6.125% due 11/30/2019,
			Series 2013-1 B (e)		3,644,830		3,763,287

See Notes to Financial Statements.
18

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

				Principal
				Amount		Value
BONDS (continued)
	Asset-Backed Securities (continued)
		Doric Nimrod Air Finance
			Alpha Ltd.
			6.500% due 5/30/2019,
			Series 2012-1 B (e)	$	8,801,573	$	9,117,647
		ECAF I Ltd.
			5.802% due 6/15/2022,
			Series 2015-1A (e)		18,309,700		18,078,018
		Element Rail Leasing II LLC
			4.175% due 2/19/2045,
			Series 2015-1A (e)		16,917,000		16,159,905
		EngenCap ABS Trust
			3.670% due 7/20/2020,
			Series 2016-1 A (e)		37,000,000		36,171,200
		Express Pipeline LP
			7.390% due 12/31/2017 (e)		246,000		254,630
		Federal Express Corp.
			7.840% due 1/30/2018,
			Series 1996-B2		86,158		89,173
		FPL Energy Caithness
			Funding Corp.
			7.645% due 12/31/2018 (e)		1,856,880		1,921,871
		FRS LLC
			3.960% due 4/15/2019,
			Series 2013-1A (e)		1,594,874		1,601,998
		GCCFC Commercial
			Mortgage Trust
			5.736% due 8/10/2017,
			Series 2007-GG11		786,918		788,240
		Global Container Assets Ltd.
			2.100% due 2/5/2019,
			Series 2015-1 A (e)		4,180,937		4,117,877
		Global SC Finance II SRL
			(SEACO)
			3.190% due 7/17/2029,
			Series 2014-1A (e)		2,723,333		2,700,284
		Great River Energy
			5.829% due 7/1/2017 (e)		516,647		517,869
		HP Communities LLC
			5.320% due 3/15/2023 (e)		347,823		369,718
		Landmark Leasing LLC
			6.200% due 10/1/2022,
			Series 2004A (e)		308,881		312,212
		Latam Airlines Group
			4.500% due 11/15/2023,
			Series 2015-1 B		5,207,077		5,135,480
		LB Commercial Mortgage Trust
			6.295% due 6/15/2017,
			Series 2007-C3 (b)		979,897		980,378
		Northwest Airlines
			8.028% due 11/1/2017,
			Series 2007-1 B		86,867		88,822
			7.575% due 3/1/2019,
			Series 1999-2 A		526,214		547,263
			7.150% due 10/1/2019,
			Series 2000-1 G (b)		17,903		18,978
			6.264% due 11/20/2021,
			Series 2002-1 G-2		1,183,586		1,260,519
		Prudential Securities
			Structured Assets, Inc.
			1.415% due 3/2/2025,
			Series 1998-1 A (b) (e)		10,754,996		9,840,822
		SCG Trust
			4.239% due 11/15/2017,
			Series 2013-SRP1 (b) (e)		11,040,000		10,745,018
		TRU Trust
			3.239% due 11/15/2019,
			Series 2016-1 A (b) (e)		9,877,088		9,912,034
			4.139% due 11/15/2019,
			Series 2016-1 B (b) (e)		14,600,000		14,686,106
			4.989% due 11/15/2019,
			Series 2016-1 C (b) (e)		10,075,000		10,067,450

See Notes to Financial Statements.
19

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

				Principal
				Amount		Value
BONDS (continued)
	Asset-Backed Securities (continued)
		United Air Lines
			5.375% due 8/15/2021,
			Series 2013-1 B	$	1,925,328	$	2,024,001
		US Airways
			8.360% due 1/20/2019,
			Series 1999-1 A		29,007		29,007
			8.000% due 10/1/2019,
			Series 2012-1 B		18,238,554		19,766,945
			7.076% due 3/20/2021,
			Series 2001-1 G		712,270		760,348
		Virgin Australia Trust
			5.000% due 10/23/2023,
			Series 2013-1 A (e)		163,569		169,491
		Wells Fargo Commercial
			Mortgage Trust
			3.938% due 6/15/2024,
			Series 2014-LC16 (e)		7,072,000		5,998,225
		Total Asset-Backed Securities					367,754,509
	Corporate Bonds - 80.3%
		Actavis Funding SCS
			2.350% due 3/12/2018		4,688,000		4,708,721
		Agilent Technologies, Inc.
			6.500% due 11/1/2017		3,479,000		3,542,168
		Air Lease Corp.
			2.125% due 1/15/2018		389,000		389,880
		Allegion US Holding Co. Inc.
			5.750% due 10/1/2021		11,422,000		11,884,591
		American Equity Investment
			Life Holding Co.
			6.625% due 7/15/2021		24,388,000		25,302,550
		American Express Bank, FSB
			6.000% due 9/13/2017		3,000,000		3,036,990
		American Express Centurion
			Bank
			5.950% due 6/12/2017		1,494,000		1,495,361
		American Express Co.
			6.150% due 8/28/2017		3,212,000		3,247,894
		American Express Credit Corp.
			1.125% due 6/5/2017		20,000,000		20,000,000
		American Tower Corp.
			4.500% due 1/15/2018		103,000		104,661
		Ameritech Capital Funding
			Corp.
			6.450% due 1/15/2018		803,000		824,495
		Appalachian Power Co.
			5.000% due 6/1/2017		195,000		195,000
		Arrow Electronics, Inc.
			3.000% due 3/1/2018		5,733,000		5,788,834
			6.875% due 6/1/2018		3,712,000		3,906,141
		Assurant, Inc.
			2.500% due 3/15/2018		859,000		862,981
		Assured Guaranty US Holdings
			Inc.
			3.511% due 12/15/2066 (b)		14,597,000		11,969,540
		Astoria Financial Corp.
			5.000% due 6/19/2017		31,792,000		31,835,237
		AT&T Inc.
			1.400% due 12/1/2017		546,000		545,877
		Athene Global Funding
			2.875% due 10/23/2018 (e)		33,217,000		33,433,209
		Autodesk, Inc.
			1.950% due 12/15/2017		6,144,000		6,148,927
		AutoNation, Inc.
			6.750% due 4/15/2018		4,313,000		4,495,595
		Avon Products, Inc.
			6.600% due 3/15/2020 (b)		500,000		508,750

See Notes to Financial Statements.
20

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

				Principal
				Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
		Bank of America Corp.
			6.100% due 6/15/2017	$	1,550,000	$	1,552,058
			6.000% due 9/1/2017		535,000		540,954
			5.750% due 12/1/2017		1,400,000		1,428,805
			2.000% due 1/11/2018		10,000,000		10,024,780
			5.650% due 5/1/2018		1,992,000		2,060,804
			3.400% due 10/9/2024 (b)		35,000,000		33,118,750
		Barclays Bank PLC
			1.750% due 2/22/2019 (c)		15,000,000		14,817,840
		Barclays PLC
			2.000% due 3/16/2018		6,500,000		6,507,540
		BB&T Corp.
			4.900% due 6/30/2017		813,000		814,786
		Bear Stearns Cos. LLC
			6.400% due 10/2/2017		2,909,000		2,956,204
		Becton Dickinson and Co.
			1.800% due 12/15/2017		723,000		724,801
			4.900% due 4/15/2018		3,362,000		3,449,920
		BGC Partners Inc.
			5.375% due 12/9/2019		110,000		116,087
		Brandywine Operating
			Partnership, L.P.
			4.950% due 4/15/2018		565,000		578,781
		Broadridge Financial Solutions,
			Inc.
			6.125% due 6/1/2017		4,614,000		4,614,000
		Brunswick Corp.
			4.625% due 5/15/2021 (e)		375,000		383,617
		Bunge Ltd. Finance Corp.
			3.200% due 6/15/2017		2,123,000		2,124,023
		Capital One Bank USA N.A.
			1.300% due 6/5/2017		4,736,000		4,736,000
		Capital One Financial Corp.
			6.750% due 9/15/2017		7,243,000		7,347,125
		Capital One N.A.
			1.500% due 9/5/2017		10,265,000		10,264,507
			1.650% due 2/5/2018		7,635,000		7,633,091
			1.500% due 3/22/2018		3,650,000		3,643,189
		Carpenter Technology Corp.
			6.990% due 4/20/2018		2,415,000		2,467,005
			7.060% due 5/21/2018		500,000		510,171
			7.030% due 5/22/2018		8,000		8,158
		Catholic Health Initiatives
			1.600% due 11/1/2017		21,848,000		21,839,326
			2.600% due 8/1/2018		11,456,000		11,515,525
		CBS Corp.
			1.950% due 7/1/2017		2,200,000		2,200,282
		Celgene Corp.
			1.900% due 8/15/2017		1,000,000		1,000,914
		CenterPoint Energy Resources
			Corp.
			6.125% due 11/1/2017		1,292,000		1,314,553
		Citigroup, Inc.
			1.550% due 8/14/2017		3,980,000		3,981,035
			1.850% due 11/24/2017		405,000		405,848
			1.700% due 4/27/2018		15,276,000		15,270,012
			3.325% due 10/15/2024 (b)		35,000,000		34,527,850
		Citizens Bank, N.A.
			1.600% due 12/4/2017		6,123,000		6,122,755
		Cleveland Electric Illuminating
			Co.
			7.880% due 11/1/2017		582,000		596,404
		CNA Financial Corp.
			6.950% due 1/15/2018		5,283,000		5,447,518
		Comerica Bank
			5.200% due 8/22/2017		1,100,000		1,108,337
		Compass Bank
			1.850% due 9/29/2017		4,505,000		4,505,410
			6.400% due 10/1/2017		3,581,000		3,633,630

See Notes to Financial Statements.
21

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

					Principal
					Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
		Countrywide Financial Corp.
			6.000% due 11/22/2030		$	137,000	$	137,001
			6.300% due 4/28/2036			115,000		115,238
		Credit Suisse A.G. New York
			1.750% due 1/29/2018			2,819,000		2,821,836
			6.000% due 2/15/2018			26,737,000		27,504,486
		D.R. Horton, Inc.
			3.625% due 2/15/2018			1,759,000		1,775,287
			3.750% due 3/1/2019			3,550,000		3,645,665
		Deutsche Bank AG
			6.000% due 9/1/2017			28,296,000		28,589,345
			1.875% due 2/13/2018			12,529,000		12,527,998
		Developers Diversified Realty
			Corp.
			4.750% due 4/15/2018			2,255,000		2,297,157
		Discover Financial Services
			6.450% due 6/12/2017			5,598,000		5,603,447
			10.250% due 7/15/2019			11,304,000		12,922,145
		Domtar Corp.
			10.750% due 6/1/2017			10,334,000		10,334,000
		Dun & Bradstreet Corp.
			3.500% due 12/1/2017 (b)			8,694,000		8,759,683
		eBay Inc.
			2.500% due 3/9/2018			8,308,000		8,367,917
		El Paso Corp.		��
			7.000% due 6/15/2017			3,723,000		3,728,797
		Ensco PLC
			8.000% due 1/31/2024			12,306,000		12,121,410
		Enterprise Products
			Operating LLC
			7.000% due 6/1/2067 (b)			8,538,000		8,228,498
		ERP Operating L.P.
			5.750% due 6/15/2017			1,000,000		1,001,151
		Everest Reinsurance
			Holdings Inc.
			3.567% due 5/15/2037 (b)			8,692,000		7,996,640
		Exelon Corp.
			1.550% due 6/9/2017			801,000		801,022
		Exelon Generation Co., LLC
			6.200% due 10/1/2017			6,333,000		6,423,619
		Express Scripts Holding Co.
			1.250% due 6/2/2017			3,730,000		3,730,000
		Fairfax Financial Holdings Ltd.
			7.375% due 4/15/2018			24,161,500		25,253,866
		Fidelity National Information
			Services, Inc.
			1.450% due 6/5/2017			918,000		918,000
		Fifth Third Bancorp
			4.900% due 9/30/2019 (b) (d)			40,162,000		39,961,190
		FMC Technologies, Inc.
			2.000% due 10/1/2017			16,000		15,998
		Ford Motor Credit Co. LLC
			3.000% due 6/12/2017			30,277,000		30,286,386
			6.625% due 8/15/2017			1,601,000		1,616,466
			1.724% due 12/6/2017			24,513,000		24,528,468
			5.000% due 5/15/2018			1,742,000		1,792,748
			2.240% due 6/15/2018			5,450,000		5,466,241
		Freeport-McMoRan Inc.
			6.125% due 6/15/2019 (e)			10,233,000		10,360,913
			6.500% due 11/15/2020 (e)			16,327,000		16,899,751
			6.625% due 5/1/2021 (e)			24,585,000		25,138,162
			6.750% due 2/1/2022 (e)			7,970,000		8,248,950
		General Electric Capital Corp.
			4.500% due 5/15/2018			15,000		15,385
			5.250% due 5/15/2018			34,000		35,109
			6.300% due 5/15/2018			17,000		17,714
			6.000% due 6/15/2018			98,000		102,225
			1.551% due 5/5/2026 (b)			613,000		600,548

See Notes to Financial Statements.
22

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

			Principal
			Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
		General Motors Financial Co., Inc.
		2.625% due 7/10/2017	$	11,600,000	$	11,613,363
		4.750% due 8/15/2017		5,212,000		5,244,627
		3.000% due 9/25/2017		439,000		440,727
		3.250% due 5/15/2018		1,283,000		1,299,812
		Genworth Financial Inc.
		7.700% due 6/15/2020		2,918,000		2,852,345
		GFI Group Inc.
		8.375% due 7/19/2018 (b)		66,627,000		70,707,904
		Goldman Sachs Group, Inc.
		4.000% due 6/15/2017		48,000		48,000
		6.250% due 9/1/2017		5,397,000		5,457,301
		5.950% due 1/18/2018		2,434,000		2,497,686
		6.150% due 4/1/2018		35,033,000		36,279,404
		Great Plains Energy Inc.
		6.875% due 9/15/2017		475,000		481,510
		Hartford Financial Services
		Group, Inc.
		6.300% due 3/15/2018		336,000		347,603
		Hewlett Packard Enterprise Co.
		2.450% due 10/5/2017 (c)		757,000		759,011
		Highmark Inc.
		4.750% due 5/15/2021 (e)		30,715,000		31,687,099
		Highwoods Realty L.P.
		7.500% due 4/15/2018		1,880,000		1,968,537
		Hospitality Properties Trust
		6.700% due 1/15/2018		5,039,000		5,065,898
		HRPT Properties Trust
		6.650% due 1/15/2018		35,243,000		35,431,867
		HSBC USA Inc.
		1.300% due 6/23/2017		448,000		448,026
		Humana Inc.
		7.200% due 6/15/2018		553,000		582,103
		ING U.S., Inc.
		2.900% due 2/15/2018 (b)		823,000		829,174
		Ingram Micro Inc.
		5.250% due 9/1/2017		210,000		211,351
		International Lease Finance
		Corp.
		8.875% due 9/1/2017		4,987,000		5,060,952
		3.875% due 4/15/2018		121,000		122,966
		INVISTA Finance LLC
		4.250% due 10/15/2019 (e)		32,365,000		33,133,669
		ITC Holdings Corp.
		6.050% due 1/31/2018 (e)		3,746,000		3,845,220
		Jabil Circuit, Inc.
		8.250% due 3/15/2018		39,316,000		41,085,220
		Johnson Controls Int’l. plc
		3.750% due 1/15/2018		60,000		60,599
		JPMorgan Chase & Co.
		7.900% due 4/30/2018 (b) (d)		36,491,000		37,870,360
		KeyBank N.A.
		5.700% due 11/1/2017		1,294,000		1,314,641
		Kinder Morgan Energy
		Partners, L.P.
		5.950% due 2/15/2018		640,000		657,699
		Kinder Morgan Inc.
		7.000% due 2/1/2018		22,316,000		23,049,304
		Koninklijke Ahold Delhaize N.V.
		6.500% due 6/15/2017		9,285,000		9,296,690
		Kraft Heinz Foods Co.
		2.250% due 6/5/2017		714,000		714,000
		1.600% due 6/30/2017		770,000		770,050
		6.125% due 8/23/2018 (e)		50,000		52,590

See Notes to Financial Statements.
23

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

			Principal
			Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
		Kroger Co.
		7.000% due 5/1/2018	$	1,240,000	$	1,300,353
		Lincoln National Corp.
		3.537% due 5/17/2066 (b)		25,985,000		24,036,125
		3.196% due 4/20/2067 (b)		19,155,000		16,952,175
		Mack-Cali Realty L.P.
		2.500% due 12/15/2017		1,489,000		1,492,694
		Manufacturers & Traders
		Trust Co.
		6.625% due 12/4/2017		19,665,000		20,153,420
		2.259% due 12/28/2020 (b)		14,173,000		14,180,526
		1.695% due 12/1/2021 (b)		1,002,000		984,465
		Marriott Int’l., Inc.
		6.750% due 5/15/2018		146,000		152,805
		Martin Marietta Materials, Inc.
		6.600% due 4/15/2018		12,355,000		12,842,961
		Masco Corp.
		6.625% due 4/15/2018		13,953,000		14,499,944
		Mattel, Inc.
		1.700% due 3/15/2018		2,208,000		2,207,739
		MBIA Inc.
		6.400% due 8/15/2022		75,017,000		75,017,000
		Medco Health Solutions, Inc.
		7.125% due 3/15/2018		718,000		748,152
		Merrill Lynch & Co.
		6.400% due 8/28/2017		2,898,000		2,931,530
		MetLife, Inc.
		1.903% due 12/15/2017 (c)		1,157,000		1,159,567
		Midcontinent Express Pipeline
		LLC
		6.700% due 9/15/2019 (e)		22,665,000		24,166,556
		Monsanto Co.
		1.150% due 6/30/2017		486,000		485,576
		Morgan Stanley
		6.250% due 8/28/2017		2,823,000		2,854,550
		3.850% due 9/1/2017		20,000		19,978
		1.875% due 1/5/2018		5,000,000		5,007,460
		6.625% due 4/1/2018		16,633,000		17,293,297
		4.738% due 4/1/2021 (b)		130,000		134,713
		4.738% due 6/9/2023 (b)		100,000		100,630
		MPT Operating Partnership, L.P.
		6.375% due 2/15/2022		24,682,000		25,515,017
		Mylan Inc.
		2.600% due 6/24/2018		1,000,000		1,006,950
		Mylan N.V.
		3.000% due 12/15/2018		265,000		268,735
		National City Bank of
		Cleveland OH
		5.800% due 6/7/2017		4,207,000		4,208,069
		National Retail Properties Inc.
		6.875% due 10/15/2017		1,661,000		1,691,803
		NetApp, Inc.
		2.000% due 12/15/2017		7,708,000		7,720,657
		NiSource Finance Corp.
		6.400% due 3/15/2018		165,000		170,856
		Noble Drilling Corp.
		7.500% due 3/15/2019		19,381,000		20,253,145
		Noble Energy, Inc.
		5.625% due 5/1/2021		25,280,000		26,006,800
		Noble Holding Int’l. Ltd.
		4.900% due 8/1/2020		667,000		640,320
		4.625% due 3/1/2021		7,949,000		7,154,100
		Northern Indiana Public
		Service Co.
		7.590% due 6/12/2017		187,000		187,163
		Nucor Corp.
		5.750% due 12/1/2017		2,871,000		2,927,533

See Notes to Financial Statements.
24

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

			Principal
			Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
		Pacific Gas & Electric Co.
		8.250% due 10/15/2018	$	7,960,000	$	8,655,322
		Packaging Corp. of America
		6.500% due 3/15/2018		46,000		47,549
		PBF Holding Co. LLC / PBF
		Finance Corp.
		8.250% due 2/15/2020		24,822,000		25,417,728
		Pemex Project Funding
		Master Trust
		5.750% due 3/1/2018		10,492,000		10,770,038
		9.250% due 3/30/2018 (c)		99,000		104,031
		Pennsylvania Electric Co.
		6.050% due 9/1/2017		4,312,000		4,355,952
		Pitney Bowes Inc.
		5.750% due 9/15/2017		2,225,500		2,253,225
		5.600% due 3/15/2018		1,610,000		1,655,943
		4.750% due 5/15/2018		30,000		30,766
		Platinum Underwriters
		Finance, Inc.
		7.500% due 6/1/2017		1,740,000		1,740,000
		PNC Bank, N.A.
		4.875% due 9/21/2017		3,499,000		3,533,101
		6.000% due 12/7/2017		2,015,000		2,058,069
		6.875% due 4/1/2018		11,150,000		11,623,563
		Protective Life Corp.
		6.400% due 1/15/2018		848,000		871,397
		Regency Energy Partners LP
		6.500% due 7/15/2021		45,484,000		46,791,665
		Regions Bank
		7.500% due 5/15/2018		2,400,000		2,526,312
		2.250% due 9/14/2018		1,725,000		1,730,958
		Reinsurance Group of
		America, Inc.
		3.796% due 12/15/2065 (b)		32,993,000		31,260,867
		RPM Int’l., Inc.
		6.500% due 2/15/2018		126,000		130,309
		Ryder System, Inc.
		3.500% due 6/1/2017		535,000		535,000
		Seagate HDD Cayman
		3.750% due 11/15/2018		2,600,000		2,668,250
		Select Income REIT
		2.850% due 2/1/2018		24,891,000		25,025,660
		Seminole Indian
		Tribe of Florida
		8.030% due 10/1/2020 (e)		23,900,000		24,378,000
		SESI LLC
		6.375% due 5/1/2019		22,231,000		21,897,535
		7.125% due 12/15/2021		38,264,000		38,168,340
		SLM Corp.
		5.500% due 3/15/2019		800,000		784,506
		6.000% due 3/15/2019 (c)		140,000		138,442
		6.600% due 3/15/2019 (c)		395,000		394,618
		5.190% due 4/24/2019		529,000		526,355
		6.250% due 9/15/2020 (c)		172,000		168,288
		6.750% due 12/15/2020 (c)		306,000		302,943
		6.750% due 12/15/2020 (c)		95,000		94,051
		8.000% due 12/15/2020 (c)		71,000		71,045
		6.000% due 6/15/2021		261,000		250,015
		6.150% due 6/15/2021		146,000		140,453
		7.250% due 1/25/2022		602,000		646,398
		Smithfield Foods, Inc.
		7.750% due 7/1/2017		6,565,000		6,589,590
		StanCorp Financial Group, Inc.
		6.900% due 6/1/2067 (b)		38,809,000		35,898,325
		Standard Chartered PLC
		1.500% due 9/8/2017 (e)		1,300,000		1,299,073
		4.000% due 7/12/2022 (b) (e)		27,573,000		27,630,903
		State Street Corp.
		4.956% due 3/15/2018 (c)		720,000		737,927

See Notes to Financial Statements.
25

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

			Principal
			Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
		Symantec Corp.
		2.750% due 6/15/2017	$	1,608,000	$	1,608,347
		Synchrony Financial
		1.875% due 8/15/2017		492,000		492,137
		Tech Data Corp.
		3.750% due 9/21/2017		6,091,000		6,121,814
		TechnipFMC PLC
		2.000% due 10/1/2017 (e)		11,563,000		11,561,832
		Total System Services, Inc.
		2.375% due 6/1/2018		3,693,000		3,708,396
		Tyco Electronics Group S.A.
		6.550% due 10/1/2017		7,851,000		7,977,990
		UBS AG, Stamford Branch
		7.375% due 6/15/2017		342,000		342,531
		United Technologies Corp.
		1.800% due 6/1/2017		380,000		380,000
		UPM-Kymmene Oyj
		5.500% due 1/30/2018 (e)		3,000,000		3,066,354
		Vulcan Materials Co.
		7.000% due 6/15/2018		17,765,000		18,696,028
		Walgreens Boots Alliance, Inc.
		1.750% due 11/17/2017		10,065,000		10,077,269
		Watson Pharmaceuticals, Inc.
		1.875% due 10/1/2017		13,528,000		13,534,980
		Wells Fargo & Co.
		5.625% due 12/11/2017		2,016,000		2,058,782
		7.980% due 3/15/2018 (b) (d)		36,006,000		37,392,231
		Western Power Distribution
		7.250% due 12/15/2017 (e)		2,580,000		2,649,384
		Western Union Co.
		2.875% due 12/10/2017		6,066,000		6,105,732
		Westvaco Corp.
		7.500% due 6/15/2027		427,000		449,744
		Wyndham Worldwide Corp.
		5.750% due 2/1/2018		2,057,000		2,100,141
		2.500% due 3/1/2018		2,042,000		2,053,429
		XL Group PLC
		3.616% due 7/4/2017 (b) (d)		85,311,000		75,286,957
		Zimmer Biomet Holdings, Inc.
		2.000% due 4/1/2018		11,312,000		11,329,262
		Zoetis Inc.
		1.875% due 2/1/2018		4,650,000		4,652,739
		Total Corporate Bonds				2,044,119,522
	Federal Agency Mortgage-Backed
		Securities - 0.0%
		Freddie Mac
		6.500% due 12/1/2018,
		Series C9-0241		6,525		6,695
		Ginnie Mae
		7.000% due 5/15/2033,
		Series 78-2071X		27,002		31,930
		Total Federal Agency Mortgage-
		Backed Securities				38,625
	Taxable Municipal Bonds - 2.5%
		Casino Reinvestment
		Development Authority NJ
		5.340% due 6/1/2020		8,060,000		8,239,254
		City of Miami FL
		6.750% due 12/1/2018		995,000		1,042,481
		City of Newark NJ
		5.603% due 4/1/2018		240,000		245,374
		City of Portland OR South Park
		Blocks Urban Renewal &
		Redevelopment
		6.031% due 6/15/2018		56,597		57,787

See Notes to Financial Statements.
26

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

			Principal
			Amount		Value
BONDS (continued)
	Taxable Municipal Bonds (continued)
		County of Cuyahoga OH
		5.000% due 12/1/2019	$	20,000	$	20,627
		County of Reeves TX Certs. of
		Participation
		5.000% due 12/1/2017		35,000		34,264
		6.250% due 12/1/2017		37,424		36,636
		7.400% due 12/1/2017		200,000		195,784
		5.625% due 12/1/2018		125,000		119,440
		6.500% due 12/1/2018		225,000		214,985
		7.500% due 12/1/2018		35,000		33,444
		6.750% due 12/1/2019		1,320,000		1,242,318
		6.125% due 12/1/2020		680,000		625,981
		6.875% due 12/1/2020		370,000		340,585
		6.375% due 12/1/2021		45,000		40,710
		7.000% due 12/1/2021		500,000		452,310
		7.700% due 12/1/2021		3,340,000		3,023,201
		District of Columbia Revenue
		5.375% due 10/1/2018		1,455,000		1,463,468
		Eastern Illinois University
		5.250% due 4/1/2018		775,000		790,461
		5.450% due 4/1/2019		515,000		538,010
		5.600% due 4/1/2020		585,000		609,237
		5.700% due 4/1/2021		125,000		130,180
		Fannin County TX Public
		Facility Corp.
		4.600% due 10/1/2017		740,000		709,660
		5.200% due 10/1/2019		515,000		458,360
		5.650% due 10/1/2021		825,000		716,174
		Florida State Mid-Bay
		Bridge Authority
		3.784% due 10/1/2021		4,325,000		4,399,952
		Garza County TX Public
		Facility Corp.
		6.200% due 10/1/2020		1,615,000		1,429,049
		Guam Gov’t. Business Privilege
		Tax Revenue
		4.383% due 1/1/2022		1,435,000		1,434,053
		Guam Gov’t. Waterworks
		Authority
		2.516% due 7/1/2017		210,000		209,960
		3.061% due 7/1/2018		255,000		255,592
		Kentucky Economic
		Development Finance
		Authority
		7.000% due 12/1/2021		255,000		255,436
		Kentucky Public Transportation
		Infrastructure Authority
		3.220% due 7/1/2017		1,670,000		1,672,088
		Lancaster PA Parking Authority
		5.760% due 12/1/2017		490,000		500,937
		LL & P Wind Energy, Inc. WA
		5.733% due 12/1/2017 (e)		180,000		180,310
		5.983% due 12/1/2022 (e)		8,595,000		8,756,500
		Memphis TN Health
		Educational & Housing
		Facility Board
		4.500% due 3/1/2018		35,000		34,953
		New Jersey Economic
		Development Authority
		5.000% due 6/15/2017 (e)		100,000		100,041
		New Jersey Sports & Exposition
		Authority
		6.076% due 3/1/2023		485,000		531,099
		Pontotoc County OK
		Educational Facilities
		Authority
		4.119% due 9/1/2023		290,000		300,188
		Public Finance Authority WI
		Student Housing Revenue
		4.500% due 7/1/2021		1,730,000		1,717,509
		Puerto Rico Commonwealth
		Gov’t. Development Bank
		4.704% due 12/31/2017 (f)		24,080,000		8,428,000

See Notes to Financial Statements.
27

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

			Principal
			Amount		Value
BONDS (continued)
	Taxable Municipal Bonds (continued)
		Rockford IL Park District
		3.000% due 12/15/2017	$	350,000	$	350,833
		San Luis AZ Facility
		Development Corp.
		5.050% due 5/1/2018		780,000		736,850
		5.350% due 5/1/2019		1,240,000		1,151,985
		5.600% due 5/1/2020		670,000		615,489
		5.700% due 5/1/2020		850,000		780,836
		5.800% due 5/1/2021		1,055,000		942,505
		5.900% due 5/1/2021		980,000		875,493
		6.100% due 5/1/2022		1,030,000		900,436
		6.200% due 5/1/2022		1,035,000		904,787
		Summit County OH
		Development Finance
		Authority
		6.250% due 5/15/2026		630,000		649,946
		Village of Tinley Park IL
		General Obligation
		3.500% due 12/1/2017		200,000		201,518
		West Texas Detention
		Facility Corp.
		4.400% due 11/1/2017		1,195,000		1,145,348
		4.700% due 11/1/2018		920,000		821,275
		Willacy County TX Public
		Facility Corp.
		6.000% due 12/1/2017		390,000		367,524
		5.600% due 12/1/2018		420,000		376,274
		Total Taxable Municipal Bonds				62,407,497
	Tax-Exempt Municipal Bonds - 0.3%
		Casino Reinvestment
		Development Authority NJ
		5.250% due 6/1/2019		5,000,000		5,017,750
		Puerto Rico Commonwealth
		5.500% due 7/1/2018		100,000		103,910
		5.500% due 7/1/2019		130,000		138,777
		Puerto Rico Electric Power
		Authority
		5.000% due 7/1/2019		770,000		789,489
		Puerto Rico Highways &
		Transportation Authority
		4.125% due 7/1/2019		120,000		120,233
		Puerto Rico Municipal Finance
		Agency
		5.250% due 8/1/2019		100,000		102,587
		Virgin Islands Port Authority
		5.000% due 9/1/2018		200,000		206,200
		Total Tax-Exempt
		Municipal Bonds				6,478,946
	United States Government &
		Agency Issues - 0.4%
		U.S. Treasury Bonds
		0.500% due 7/31/2017		10,000,000		9,994,510
		Total United States Government
		& Agency Issues				9,994,510
		TOTAL BONDS (COST
		$2,544,393,520)				2,490,793,609

See Notes to Financial Statements.
28

BOND FUND SCHEDULE OF INVESTMENTS (Unaudited) (Continued)

May 31, 2017

			Shares or Principal Amount		Value
SHORT-TERM INVESTMENTS - 2.4%
	Money Market Funds - 0.0%
		Fidelity Inst’l. Government
		Portfolio Class I, 0.652% (a)		115,559	$	115,559
		Total Money Market Funds				115,559
	United States Government &
		Agency Issues - 2.4%
		U.S. Treasury Bills
		0.603% due 6/1/2017 (b)	$	21,200,000		21,200,000
		0.723% due 7/6/2017 (b)		5,000,000		4,996,413
		0.808% due 7/13/2017 (b)		10,000,000		9,991,215
		0.848% due 7/20/2017 (b)		10,000,000		9,988,866
		0.889% due 8/3/2017 (b)		15,000,000		14,976,165
		Total United States Government
		& Agency Issues				61,152,659
		TOTAL SHORT-TERM
		INVESTMENTS
		(COST $61,270,493)				61,268,218
		TOTAL INVESTMENTS - 100.3%
		(COST $2,605,664,013)				2,552,061,827
		NET OTHER ASSETS AND
		LIABILITIES - (0.3%)				(6,679,325	)
		NET ASSETS - 100.0%			$	2,545,382,502

(a)	Represents the 7-day yield at May 31, 2017.
(b)	Rate shown represents the current coupon rate at May 31, 2017.
(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.
(f)	Security is currently in default. When a bond is in default its scheduled interest and/or principal payments are not currently being paid.

A.G.:	Aktiengesellschaft is the German term for a public limited liability corporation.
FSB	Federal Savings Bank
N.V.:	Naamloze Vennootschap is the Dutch term for a public limited liability corporation.
OYJ:	Julkinen osakeyhtiö is the Finnish term for a public limited company.
PLC:	Public Limited Company
REIT:	Real Estate Investment Trust
S.A.:	Generally designates corporations in various countries, mostly those employing the civil law.
SCS:	Société en commandite simple is the Luxembourg equivalent of a limited partnership.
SRL:	Società a Responsabilità Limitata is the Italian term for a public limited company.

See Notes to Financial Statements.
29

FUND EXPENSE EXAMPLES (Unaudited)

May 31, 2017

Example

A Fund shareholder may incur two types of costs: (1) transaction costs such as redemption fees; and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from December 1, 2016 to May 31, 2017.

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 May 31, 2017	for the Period	12/01/16	05/31/17	Period*
Thompson LargeCap Fund
Actual	1.10%	$1,000.00	$1,053.42	$5.63
Hypothetical (5% return before expenses)	1.10%	$1,000.00	$1,019.52	$5.54
Thompson MidCap Fund
Actual	1.20%	$1,000.00	$1,068.32	$6.19
Hypothetical (5% return before expenses)	1.20%	$1,000.00	$1,019.02	$6.04
Thompson Bond Fund
Actual	0.72%	$1,000.00	$1,038.41	$3.66
Hypothetical (5% return before expenses)	0.72%	$1,000.00	$1,021.41	$3.63

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

See Notes to Financial Statements.
30

STATEMENTS OF ASSETS AND LIABILITIES (Unaudited)

May 31, 2017 (In thousands, except per share amounts)

	LARGECAP				MIDCAP				BOND
	FUND				FUND				FUND
ASSETS
Total investments in securities, at value (Cost $126,509, $40,433 and
$2,605,664 respectively)		$	122,004			$	47,293			$	2,552,062
Cash			–				–				2,018
Due from sale of securities			158				40				4,802
Receivable from fund shares sold			22				13				7,847
Dividends and interest receivable			264				52				30,870
Prepaid expenses			16				15				78
Total Assets			122,464				47,413				2,597,677
LIABILITIES
Due on purchase of securities			–				108				47,951
Payable for fund shares redeemed			406				2				2,862
Accrued expenses payable			19				15				77
Accrued directors expense payable			–				–				2
Due to Advisor			98				38				1,402
Total Liabilities			523				163				52,294
NET ASSETS		$	121,941			$	47,250			$	2,545,383
Net Assets consist of:
Capital stock ($.001 par value)		$	138,180			$	39,080			$	2,699,428
Undistributed net investment income (loss)			350				(2	)			19,616
Accumulated net realized gain (loss) on investments			(12,084	)			1,312				(120,059	)
Net unrealized appreciation (depreciation) on investments			(4,505	)			6,860				(53,602	)
Net Assets		$	121,941			$	47,250			$	2,545,383
Shares of capital stock outstanding (unlimited shares authorized)			2,019				3,678				221,613
Offering and redemption price/Net asset value per share		$	60.39	(a)		$	12.85			$	11.49

(a) Does not recalculate due to rounding.

See Notes to Financial Statements.
31

STATEMENTS OF OPERATIONS (Unaudited)

Six-Month Period Ended May 31, 2017 (In thousands)

	LARGECAP				MIDCAP				BOND
	FUND				FUND				FUND
Investment income
Dividends (a)		$	1,093			$	275			$	–
Interest			–				–				46,128
Total investment income			1,093				275				46,128
Expenses
Investment advisory fees			569				231				6,919
Shareholder servicing costs			40				15				533
Administrative & accounting services fees			60				31				333
Custody fees			7				4				98
Directors fees			14				12				74
Federal & state registration			17				16				51
Professional fees			20				20				42
Other expenses			12				5				213
Total expenses			739				334				8,263
Less expenses reimbursed by Advisor			(74	)			(57	)			–
Net expenses			665				277				8,263
Net investment income (loss)			428				(2	)			37,865
Net realized gain on investments			11,445				1,427				2,875
Net unrealized appreciation (depreciation) on investments			(5,007	)			1,834				51,248
Net gain on investments			6,438				3,261				54,123
Net increase in net assets resulting from operations		$	6,866			$	3,259			$	91,988
(a) Net of foreign withholding taxes		$	9			$	1			$	–

See Notes to Financial Statements.
32

STATEMENTS OF CHANGES IN NET ASSETS

(In thousands)

	LARGECAP								MIDCAP								BOND
	FUND								FUND								FUND
	Six-Month								Six-Month								Six-Month
	Period Ended				Year Ended				Period Ended				Year Ended				Period Ended				Year Ended
	May 31, 2017				November 30,				May 31, 2017				November 30,				May 31, 2017				November 30,
	(Unaudited)				2016				(Unaudited)				2016				(Unaudited)				2016
Operations
Net investment income (loss)		$	428			$	964			$	(2	)		$	23			$	37,865			$	86,995
Net realized gain (loss)
on investments			11,445				8,692				1,427				2,038				2,875				(100,179	)
Net unrealized appreciation
(depreciation) on investments			(5,007	)			4,959				1,834				3,310				51,248				124,391
Net increase in net assets resulting
from operations			6,866				14,615				3,259				5,371				91,988				111,207
Distributions to Shareholders
Distributions from net
investment income			(930	)			(773	)			(23	)			(4	)			(38,056	)			(100,995	)
Distributions from net realized gains
on securities transactions			–				–				(2,027	)			(3,145	)			–				–
Total distributions to shareholders			(930	)			(773	)			(2,050	)			(3,149	)			(38,056	)			(100,995	)
Fund Share Transactions
(See Note 4)			(1,516	)			(8,233	)			2,196				3,273				470,916				(734,159	)
Total Increase (Decrease)
in Net Assets			4,420				5,609				3,405				5,495				524,848				(723,947	)
Net Assets
Beginning of period			117,521				111,912				43,845				38,350				2,020,535				2,744,482
End of period		$	121,941			$	117,521			$	47,250			$	43,845			$	2,545,383			$	2,020,535
Undistributed net investment
income (loss) included in net
assets at end of period		$	350			$	852			$	(2	)		$	23			$	19,616			$	19,386

See Notes to Financial Statements.
33

NOTES TO FINANCIAL STATEMENTS (Unaudited)

May 31, 2017

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 Standards 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 oversight by the Funds’ Board. The Advisor has established a valuation committee that, along with other Advisor employees, administers, implements, and oversees the fair valuation process and makes fair value decisions. The valuation 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 it to make or adjust valuation determinations; and reviews previous valuation determinations. The valuation committee reports on its activities and any changes to the fair valuation guidelines to the Funds’ Board.

SECURITY VALUATION - Each Fund’s equity securities including common stocks, ADRs and REITs 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.

Fixed-income securities such as corporate bonds, asset-backed securities, mortgage-backed securities, U.S. government and agency securities, and municipal bonds 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. Short-term investments in fixed-income securities (those 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 value is determined in good faith pursuant to procedures established by the Funds’ Board. When determining the value of a security, consideration is given to the facts and circumstances relevant to the particular situation, 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.

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.

34

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2017

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 May 31, 2017:

	LargeCap Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Common stocks	$	121,999,160	$	–	$	–	$	121,999,160
Short-term investments		5,083		–		–		5,083
Total Assets	$	122,004,243	$	–	$	–	$	122,004,243
	MidCap Fund
Assets	Level 1		Level 2		Level 3			Total
Investment Securities:
Common stocks	$	47,029,567	$	–	$	–	$	47,029,567
Short-term investments		263,825		–		–		263,825
Total Assets	$	47,293,392	$	–	$	–	$	47,293,392

35

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2017

	Bond Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Bonds	$	–	$	2,490,793,609	$	–	$	2,490,793,609
Short-term investments		115,559		61,152,659		–		61,268,218
Total Assets	$	115,559	$	2,551,946,268	$	–	$	2,552,061,827

There were no transfers between level-1 and level-2 securities and the Funds did not invest in any level-3 investments as of and during the six-month period ended May 31, 2017. 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 using the effective interest method for both 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. The ability of the issuers of the debt securities held by the Funds to meet their obligations may be affected by economic developments in a specific industry, state, or region. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

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.

36

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2017

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 10, 2017, 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, which was 4.0% as of May 31, 2017. As of May 31, 2017, the limits established are: LargeCap Fund - $5,500,000, MidCap Fund - $2,000,000 and Bond Fund - $97,750,000. All terms and borrowing limits imposed by the LOC are subject to review and approval by the Funds’ Board. The LOC was drawn upon during the period; however, as of May 31, 2017, there were no borrowings by the funds outstanding under the LOC. The following table shows the average balance, average interest rate, interest expense, and maximum borrowings incurred by the Funds on the LOC for the six-month period ended May 31, 2017.

												Date of
	Average		Average			Interest			Maximum			Maximum
	Balance		Interest Rate			Expense			Borrowing			Borrowing
LargeCap Fund	$	40,500		3.84	%		$	776		$	517,000	5/24/2017
MidCap Fund	$	39,110		3.80	%		$	741		$	823,000	1/26/2017
Bond Fund	$	–		–			$	–		$	–	–

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 six-month period ended May 31, 2017, 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. Other than as described in note 6, there were no subsequent events which were deemed to have an impact on the Funds’ financial statements.

37

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2017

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, 2018, so that the annual operating expenses of the Funds do not exceed the following percentages of their respective average daily net assets: LargeCap Fund - 1.10%, MidCap Fund - 1.20% and Bond Fund - 0.80%. For the six-month period ended May 31, 2017, the Advisor reimbursed expenses incurred by the LargeCap Fund and the MidCap Fund in the amounts of $73,696 and $56,673, respectively. The Funds are not obligated to reimburse the Advisor for any fees or expenses waived in previous fiscal years.

As of May 31, 2017, an affiliated shareholder held 11.79% of the MidCap Fund’s outstanding shares. Transactions by the shareholder may have a material impact on the Fund.

Pursuant to an Administrative and Accounting Services Agreement, TIM maintains the Funds’ financial records in accordance with the 1940 Act, prepares all necessary financial statements of the Funds and calculates the net asset value per share of the Funds on a daily basis. As compensation for its services, each Fund pays TIM a fee computed daily and payable monthly at the annual rate of 0.15% of average daily net assets up to $30 million, 0.10% of the next $70 million of average daily net assets and 0.025% of average daily net assets in excess of $100 million, with an annual minimum fee of $30,000 per Fund. The calculations of daily net asset value are subcontracted to U.S. Bancorp Fund Services, resulting in fees paid by TIM for the six-month period ended May 31, 2017, in the following amounts:

	Administrative &
	Accounting Fees Paid
LargeCap Fund		$	19,837
MidCap Fund		$	17,686
Bond Fund		$	124,547

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 (or not to exceed) 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 each Fund’s Statement of Operations. For the six-month period ended May 31, 2017, the amounts reimbursed by the Funds to the Advisor were:

	Intermediary
	Fees Reimbursed
LargeCap Fund		$	10,006
MidCap Fund		$	1,727
Bond Fund		$	337,324

38

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2017

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

	Six-Month Period Ended					Year Ended
	May 31, 2017 (Unaudited)					November 30, 2016
	Shares		Dollars			Shares		Dollars
LargeCap Fund
Shares sold	63		$	3,738		77		$	3,783
Shares issued in reinvestment of dividends	16			905		16			753
Shares issued in reinvestment of realized gains	–			–		–			–
Shares redeemed	(104	)		(6,159	)	(255	)		(12,769	)
Net decrease	(25	)	$	(1,516	)	(162	)	$	(8,233	)
MidCap Fund
Shares sold	231		$	2,895		354		$	3,786
Shares issued in reinvestment of dividends	2			22		–			4
Shares issued in reinvestment of realized gains	163			2,007		296			3,078
Shares redeemed	(217	)		(2,728	)	(330	)		(3,595	)
Net increase	179		$	2,196		320		$	3,273
Bond Fund
Shares sold	65,711		$	745,655		37,341		$	410,292
Shares issued in reinvestment of dividends	3,183			35,758		9,050			97,414
Shares issued in reinvestment of realized gains	–			–		–			–
Shares redeemed	(27,368	)		(310,497	)	(116,186	)		(1,241,865	)
Net increase (decrease)	41,526		$	470,916		(69,795	)	$	(734,159	)

NOTE 5 - PURCHASE AND SALE OF SECURITIES
Investment transactions for the six-month period ended May 31, 2017 were as follows:

	Securities other than U.S.
	Government and Short-term
	Investments				U.S. Government Securities
	Purchases		Sales		Purchases		Sales
LargeCap Fund	$	46,736,992	$	48,544,823	$	–	$	–
MidCap Fund	$	7,142,162	$	7,141,881	$	–	$	–
Bond Fund	$	392,570,730	$	256,248,128	$	377,947,581	$	337,904,075

39

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2017

NOTE 6 – INCOME TAX INFORMATION
At May 31, 2017, 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		$	126,510,710			$	40,634,519		$	2,605,777,594
Unrealized appreciation		$	7,409,733			$	11,396,490		$	8,992,263
Unrealized depreciation			(11,916,200	)			(4,737,617	)		(62,708,030	)
Net unrealized appreciation (depreciation)		$	(4,506,467	)		$	6,658,873		$	(53,715,767	)

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

The tax components of distributions paid during the six-month period ended May 31, 2017 and the fiscal year ended November 30, 2016 are as follows:

	LargeCap Fund			MidCap Fund			Bond Fund
Six-month period ended May 31, 2017 (Unaudited)
Distributions paid from:
Ordinary income distributions		$	929,915		$	363,026	$	38,056,001
Long-term capital gains distributions			–			1,687,109		–
Total distributions paid		$	929,915		$	2,050,135	$	38,056,001
Fiscal year ended November 30, 2016
Distributions paid from:
Ordinary income distributions		$	773,384		$	160,710	$	100,994,642
Long-term capital gains distributions			–			2,988,206		–
Total distributions paid		$	773,384		$	3,148,916	$	100,994,642

The tax basis post-October losses as of November 30, 2016 and capital loss carryforward as of November 30, 2016, 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		$	–	$	–	$	202,665
Net capital loss carryforward
Subject to expiration
November 30, 2017		$	23,515,595	$	–	$	–
Not subject to expiration
Short-term			–		–		17,788,426
Long-term			–		–		104,389,669
Total capital loss carryforward		$	23,515,595	$	–	$	122,178,095

During the fiscal year ended November 30, 2016, the LargeCap Fund utilized capital loss carryforwards in the amount of $8,613,841.

40

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

May 31, 2017

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 June 23, 2017, payable to shareholders on June 26, 2017 (Unaudited):

	LargeCap Fund			MidCap Fund			Bond Fund
Ordinary income distributions
Amount		$	–		$	–	$	20,141,642
Per Share		$	–		$	–	$	0.09

41

FINANCIAL HIGHLIGHTS

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

	Six-Month
	Period Ended
	May 31, 2017			Year Ended November 30,
	(Unaudited)			2016		2015		2014		2013		2012
LARGECAP FUND
Net Asset Value, Beginning of Period		$57.48		$50.72		$53.40		$46.47		$34.27		$30.07
Income from Investment Operations
Net investment income		0.21		0.47		0.35		0.27		0.19		0.18
Net realized and unrealized gains (losses)
on investments		3.16		6.64		(2.75	)	6.84		12.20		4.13
Total from Investment Operations		3.37		7.11		(2.40	)	7.11		12.39		4.31
Less Distributions
Distributions from net investment income		(0.46	)	(0.35	)	(0.28	)	(0.18	)	(0.19	)	(0.11	)
Distributions from net realized gains		–		–		–		–		–		–
Total Distributions		(0.46	)	(0.35	)	(0.28	)	(0.18	)	(0.19	)	(0.11	)
Net Asset Value, End of Period		$60.39		$57.48		$50.72		$53.40		$46.47		$34.27
Total Return		5.89%	(a)	14.16%		(4.52%	)	15.35%		36.33%		14.37%
Ratios/Supplemental Data
Net assets, end of period (millions)		$121.9		$117.5		$111.9		$128.6		$124.8		$99.6
Ratios to average net assets:
Ratio of expenses		1.10%	(b)	1.13%		1.15%		1.15%		1.21%		1.31%
Ratio of expenses without reimbursement		1.22%	(b)	1.25%		1.22%		1.23%		1.22%		1.31%
Ratio of net investment income		0.71%	(b)	0.90%		0.64%		0.54%		0.46%		0.47%
Ratio of net investment income
without reimbursement		0.59%	(b)	0.78%		0.57%		0.46%		0.45%		0.47%
Portfolio turnover rate		39%	(a)	32%		45%		27%		38%		30%

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

See Notes to Financial Statements.

42

FINANCIAL HIGHLIGHTS (Continued)

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

	Six-Month
	Period Ended
	May 31, 2017			Year Ended November 30,
	(Unaudited)			2016		2015		2014		2013		2012
MIDCAP FUND
Net Asset Value, Beginning of Period		$12.53		$12.07		$14.04		$14.04		$11.28		$11.15
Income from Investment Operations
Net investment income (loss)		–	(a)	0.01		–	(a)	–	(a)	–	(a)	–	(a)
Net realized and unrealized gains (losses)
on investments		0.91		1.45		(0.64	)	1.47		3.71		1.38
Total from Investment Operations		0.91		1.46		(0.64	)	1.47		3.71		1.38
Less Distributions
Distributions from net investment income		(0.01	)	–	(a)	–		–		–		–
Distributions from net realized gains		(0.58	)	(1.00	)	(1.33	)	(1.47	)	(0.95	)	(1.25	)
Total Distributions		(0.59	)	(1.00	)	(1.33	)	(1.47	)	(0.95	)	(1.25	)
Net Asset Value, End of Period		$12.85		$12.53		$12.07		$14.04		$14.04		$11.28
Total Return		7.43%	(b)	13.82%		(5.10%	)	11.82%		35.65%		14.41%
Ratios/Supplemental Data
Net assets, end of period (millions)		$47.3		$43.8		$38.4		$41.3		$37.6		$24.6
Ratios to average net assets:
Ratio of expenses		1.20%	(c)	1.25%		1.30%		1.30%		1.30%		1.30%
Ratio of expenses without reimbursement		1.44%	(c)	1.50%		1.49%		1.54%		1.63%		1.83%
Ratio of net investment income (loss)		(0.01%	)(c)	0.06%		0.01%		(0.02%	)	(0.02%	)	(0.03%	)
Ratio of net investment loss
without reimbursement		(0.26%	)(c)	(0.19%	)	(0.18%	)	(0.27%	)	(0.35%	)	(0.56%	)
Portfolio turnover rate		16%	(b)	34%		27%		34%		47%		44%

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

See Notes to Financial Statements.

43

FINANCIAL HIGHLIGHTS (Continued)

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

	Six-Month
	Period Ended
	May 31, 2017				Year Ended November 30,
	(Unaudited)				2016			2015			2014			2013			2012
BOND FUND
Net Asset Value, Beginning of Period		$11.22			$10.98			$11.69			$11.91			$11.95			$11.33
Income from Investment Operations
Net investment income		0.20			0.49			0.49			0.45			0.41			0.41
Net realized and unrealized gains (losses)
on investments		0.27			0.26			(0.72	)		(0.19	)		(0.03	)		0.67	(a)
Total from Investment Operations		0.47			0.75			(0.23	)		0.26			0.38			1.08
Less Distributions
Distributions from net investment income		(0.20	)		(0.51	)		(0.48	)		(0.45	)		(0.40	)		(0.43	)
Distributions from net realized gains		–			–			–			(0.03	)		(0.02	)		(0.03	)
Total Distributions		(0.20	)		(0.51	)		(0.48	)		(0.48	)		(0.42	)		(0.46	)
Net Asset Value, End of Period		$11.49			$11.22			$10.98			$11.69			$11.91			$11.95
Total Return		4.20%	(b)		7.05%			(2.04%	)		2.19%			3.24%			9.70%
Ratios/Supplemental Data
Net assets, end of period (millions)	$2,545.4			$2,020.5			$2,744.5			$3,724.0			$2,252.1			$1,292.3
Ratios to average net assets:
Ratio of expenses		0.72%	(c)		0.72%			0.71%			0.72%			0.74%			0.78%
Ratio of expenses without reimbursement		0.72%	(c)		0.72%			0.71%			0.72%			0.74%			0.78%
Ratio of net investment income		3.29%	(c)		4.16%			3.98%			4.04%			3.73%			3.90%
Ratio of net investment income
without reimbursement		3.29%	(c)		4.16%			3.98%			4.04%			3.73%			3.90%
Portfolio turnover rate		14%	(b)		20%			29%			21%			33%			16%

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

See Notes to Financial Statements.

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ADDITIONAL INFORMATION (Unaudited)

THOMPSON IM FUNDS, INC.
DIRECTORS	INVESTMENT ADVISOR
John W. Feldt - Chairman	Thompson Investment Management, Inc.
George E. Austin	918 Deming Way
Cornelia Boyle	Madison, Wisconsin 53717
Patricia Lipton
Jason L. Stephens	DISTRIBUTOR
John W. Thompson	Quasar Distributors, LLC
	777 East Wisconsin Avenue
OFFICERS	Milwaukee, Wisconsin 53202
Jason L. Stephens, CFA
Chief Executive Officer
	TRANSFER AGENT
John W. Thompson, CFA	U.S. Bancorp Fund Services, LLC
President	615 East Michigan Street
	Milwaukee, Wisconsin 53202
James T. Evans, CFA
Vice President
	INDEPENDENT REGISTERED
Penny M. Hubbard	PUBLIC ACCOUNTING FIRM
Chief Financial Officer and Treasurer	Cohen & Company, Ltd.
	1350 Euclid Avenue, Suite 800
Nedra S. Pierce	Cleveland, OH 44115
Chief Compliance Officer
Lesley T. Bailey	LEGAL COUNSEL
Secretary	Quarles & Brady LLP
	411 East Wisconsin Avenue
Sarah M. Baumgartner	Milwaukee, Wisconsin 53202
Assistant Secretary

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

Proxy Voting Policy

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

Information About Portfolio Securities

The Funds file complete schedules of their portfolio holdings with the Securities and Exchange Commission for the Funds’ first and third quarters of its fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the Securities and Exchange Commission’s website at www.sec.gov. You may also review and copy those documents by visiting the Securities and Exchange Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Funds’ Forms N-Q are also available without charge, upon request, by calling 1-800-999-0887.

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Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

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

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Investments.

The required Schedules of Investments in securities of unaffiliated issuers is included as part of the Registrant’s Semi-Annual Report to Shareholders dated as of May 31, 2017 provided under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to this Registrant because it is not a closed-end management investment company.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to this Registrant because it is not a closed-end management investment company.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.

Not applicable to this Registrant because it is not a closed-end management investment company.

Item 10. Submission of Matters to a Vote of Securities Holders.

The Registrant has not made any material changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Directors after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K or this Item.

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Item 11. Controls and Procedures.

(a)

Disclosure Controls and Procedures. Based on an evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) carried out under the supervision and with the participation of the Registrant’s management, including its principal executive and financial officers, within 90 days prior to the filing date of this report on Form N-CSR, the Registrant’s principal executive and financial officers have concluded that the design and operation of the Registrant’s disclosure controls and procedures are effective in providing reasonable assurance that the information required to be disclosed on Form N-CSR is recorded, processed, summarized and reported within the applicable time periods.

(b)

Change in Internal Controls Over Financial Reporting. There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s second fiscal quarter of the period covered by this Form N-CSR that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

The following exhibits are attached to this Form N-CSR:

Exhibit No.	Description of Exhibit
12(a)(1)	The Code of Ethics for the Registrant’s Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer referred to in Item 2 was filed as Exhibit 12(a)(1) to the Registrant’s Certified Shareholder Report on Form N-CSR filed on January 28, 2005, and is incorporated herein by reference
12(a)(2)-1	Certification of Principal Executive Officer Required by Section 302 of the Sarbanes-Oxley Act of 2002
12(a)(2)-2	Certification of Principal Financial Officer Required by Section 302 of the Sarbanes-Oxley Act of 2002
12(b)	Certification of Chief Executive Officer and Chief Financial Officer Required by Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28^th day of July, 2017.

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 28^th day of July, 2017.

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)

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