MIDCAP FUND SCHEDULE OF
INVESTMENTS
(Continued)
|
November
30, 2013
|
|
|
|
Shares
|
|
Value
|
COMMON STOCKS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care (continued)
|
|
|
|
|
|
|
|
Pharmaceuticals &
|
|
|
|
|
|
|
|
Biotechnology - 2.9%
|
|
|
|
|
|
|
|
Exact Sciences Corp. (a)
|
|
43,475
|
|
$
|
533,873
|
|
|
Illumina, Inc. (a)
|
|
2,325
|
|
|
227,850
|
|
|
Myriad Genetics, Inc. (a)
|
|
10,550
|
|
|
313,863
|
|
|
|
|
|
|
|
1,075,586
|
|
Industrials - 12.7%
|
|
|
|
|
|
|
|
Construction &
|
|
|
|
|
|
|
|
Materials - 3.0%
|
|
|
|
|
|
|
|
Masco Corp.
|
|
27,050
|
|
|
606,461
|
|
|
Mueller Water Products, Inc. Class
A
|
|
27,900
|
|
|
240,219
|
|
|
USG Corp. (a)
|
|
10,350
|
|
|
283,487
|
|
|
|
|
|
|
|
1,130,167
|
|
|
Electrical Equipment - 1.3%
|
|
|
|
|
|
|
|
Regal-Beloit Corp.
|
|
6,630
|
|
|
487,835
|
|
|
|
|
|
Industrial Engineering - 4.7%
|
|
|
|
|
|
|
|
Ingersoll-Rand PLC (a)
|
|
8,350
|
|
|
596,357
|
|
|
Rockwell Automation, Inc.
|
|
5,025
|
|
|
570,739
|
|
|
SPX Corp.
|
|
6,375
|
|
|
603,330
|
|
|
|
|
|
|
|
1,770,426
|
|
|
Industrial Transportation -
0.9%
|
|
|
|
|
|
|
|
Expeditors Intl. of
|
|
|
|
|
|
|
|
Washington, Inc.
|
|
8,175
|
|
|
355,122
|
|
|
|
|
|
Support Services - 2.8%
|
|
|
|
|
|
|
|
Cintas Corp.
|
|
6,595
|
|
|
366,023
|
|
|
Mobile Mini, Inc. (a)
|
|
10,420
|
|
|
420,968
|
|
|
W.W. Grainger, Inc.
|
|
1,063
|
|
|
274,169
|
|
|
|
|
|
|
|
1,061,160
|
|
Information Technology - 17.8%
|
|
|
|
|
|
|
|
Computer Programs - 1.8%
|
|
|
|
|
|
|
|
Electronic Arts Inc. (a)
|
|
13,540
|
|
|
300,317
|
|
|
Take-Two Interactive
|
|
|
|
|
|
|
|
Software, Inc. (a)
|
|
23,460
|
|
|
383,806
|
|
|
|
|
|
|
|
684,123
|
|
|
Electronic & Electrical
|
|
|
|
|
|
|
|
Equipment - 1.7%
|
|
|
|
|
|
|
|
Maxwell Technologies, Inc. (a)
|
|
82,225
|
|
|
653,689
|
|
|
|
|
|
Internet Programs &
|
|
|
|
|
|
|
|
Services - 1.3%
|
|
|
|
|
|
|
|
Liquidity Services, Inc. (a)
|
|
21,500
|
|
|
498,155
|
|
|
|
|
|
IT Services - 2.0%
|
|
|
|
|
|
|
|
Alliance Data Systems Corp. (a)
|
|
1,950
|
|
|
472,407
|
|
|
Fiserv, Inc. (a)
|
|
2,672
|
|
|
293,626
|
|
|
|
|
|
|
|
766,033
|
|
|
Technology Hardware &
|
|
|
|
|
|
|
|
Equipment - 11.0%
|
|
|
|
|
|
|
|
Altera Corp.
|
|
11,750
|
|
|
378,937
|
|
|
Broadcom Corp. Class A
|
|
28,630
|
|
|
764,135
|
|
|
Cavium Inc. (a)
|
|
12,550
|
|
|
454,310
|
|
|
InvenSense Inc. (a)
|
|
16,900
|
|
|
292,201
|
|
|
JDS Uniphase Corp. (a)
|
|
62,231
|
|
|
755,484
|
|
|
Linear Technology Corp.
|
|
8,915
|
|
|
379,333
|
|
|
Maxim Integrated Products, Inc.
|
|
19,916
|
|
|
567,208
|
|
|
Stratasys Ltd. (a)
|
|
2,025
|
|
|
238,484
|
|
|
3D Systems Corp. (a)
|
|
3,850
|
|
|
289,366
|
|
|
|
|
|
|
|
4,119,458
|
|
Materials - 3.6%
|
|
|
|
|
|
|
|
Chemicals - 2.9%
|
|
|
|
|
|
|
|
Ecolab Inc.
|
|
5,181
|
|
|
555,248
|
|
|
Intl. Flavors & Fragrances
Inc.
|
|
6,010
|
|
|
530,983
|
|
|
|
|
|
|
|
1,086,231
|
|
|
Household Materials - 0.7%
|
|
|
|
|
|
|
|
The Scotts Miracle-Gro Co. Class A
|
|
4,596
|
|
|
269,234
|
|
|
|
|
|
|
|
|
|
Utilities - 1.9%
|
|
|
|
|
|
|
|
Electricity - 0.5%
|
|
|
|
|
|
|
|
Pepco Holdings, Inc.
|
|
9,513
|
|
|
181,508
|
|
|
|
|
|
|
|
|
|
|
Gas, Water & Multiutilities -
1.4%
|
|
|
|
|
|
|
|
MDU Resources Group, Inc.
|
|
8,625
|
|
|
255,904
|
|
|
SCANA Corp.
|
|
5,950
|
|
|
280,662
|
|
|
|
|
|
|
|
536,566
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMMON STOCKS
|
|
|
|
|
|
|
|
(COST $30,890,271)
|
|
|
|
|
37,597,089
|
|
|
|
SHORT-TERM INVESTMENTS - 0.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Funds -
0.5%
|
|
|
|
|
|
|
|
Fidelity Money Market Portfolio
|
|
|
|
|
|
|
|
Class
I, 0.045% (b)
|
|
200,199
|
|
|
200,199
|
|
|
|
|
|
|
|
|
|
|
Total Money Market Funds
|
|
|
|
|
200,199
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHORT-TERM
|
|
|
|
|
|
|
|
INVESTMENTS (COST $200,199)
|
|
|
|
|
200,199
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS - 100.5%
|
|
|
|
|
|
|
|
(COST $31,090,470)
|
|
|
|
|
37,797,288
|
|
|
|
|
|
|
|
|
|
|
NET OTHER ASSETS AND
|
|
|
|
|
|
|
|
LIABILITIES - (0.5%)
|
|
|
|
|
(189,270
|
)
|
|
|
|
|
|
|
|
|
|
NET ASSETS - 100.0%
|
|
|
|
$
|
37,608,018
|
|
|
|
|
|
|
|
|
|
(a)
|
Non-income producing security.
|
|
|
|
|
|
|
(b)
|
Interest rate shown represents the 7-day yield rate at November 30,
2013.
|
|
|
|
|
|
|
|
|
|
PLC: Public Limited
Company
|
|
|
|
|
|
|
See Notes to Financial
Statements.
12
BOND FUND INVESTMENT
REVIEW
(Unaudited)
|
November
30, 2013
|
Portfolio
Managers
James T.
Evans, CFA
Jason L. Stephens,
CFA
John W. Thompson,
CFA
Performance
The Bond Fund produced a total return
of 3.24% for the fiscal year ended November 30, 2013, as compared to its
benchmark, the Barclays U.S. Government/Credit 1-5 Year Index, which returned
0.68%, and as compared to the Barclays U.S. Credit 1-5 Year Index, which
returned 1.69%.
Comparison of Change in Value of a
Hypothetical $10,000 Investment
Average Annual Total
Returns
Through 11/30/13
|
|
1 Year
|
|
3 Year
|
|
5 Year
|
|
10 Year
|
Thompson Bond Fund
|
3.24%
|
|
4.98%
|
|
10.06%
|
|
5.89%
|
Barclays U.S. Govt./Credit 1-5 Year Index
|
0.68%
|
|
1.82%
|
|
3.29%
|
|
3.53%
|
Barclays U.S. Credit 1-5 Year
Index
|
1.69%
|
|
3.17%
|
|
6.27%
|
|
4.28%
|
Gross Expense Ratio as of 03/31/13 was
0.78%.
|
30-Day SEC Yield as of 11/30/13 was
2.87%.
|
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
investors shares, when redeemed, may be worth more or less than their original
cost. Current performance of the Fund may be lower or higher than the
performance quoted. Performance data current to the most recent month-end may be
obtained by calling 1-800-999-0887 or visiting
www.thompsonim.com.
Results include the reinvestment of all
dividends and capital gains distributions. Investment performance reflects all
fee waivers that may have been in effect. In the absence of such waivers, total
return would have been reduced. The performance information reflected in the
graph and the table above does not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the redemption of fund shares,
nor does it imply future performance. The Barclays U.S. Government/Credit 1-5
Year Index is a market-value-weighted index of all investment-grade bonds with
maturities of more than one year and less than 5 years. The Barclays U.S. Credit
1-5 Year Index is a market-value-weighted index which includes virtually every
major investment-grade rated corporate bond with 1-5 years remaining until
maturity that serves as a supplementary benchmark. You cannot directly invest in
an index.
Barclays
®
is a trademark of
Barclays Bank PLC.
See Notes to Financial
Statements.
13
BOND FUND INVESTMENT
REVIEW
(Unaudited)
(Continued)
|
November
30, 2013
|
Management Commentary
The basic strategy that has helped the
Fund over the past several years continues in place. We are overweight corporate
bonds because in our opinion shareholders are being paid to take credit risk
instead of interest rate risk. This can and probably will change at some point
in the future. For now we expect the corporate overweight to
continue.
The fiscal year saw an overall reversal
of a three decade decline in interest rates. Over the course of the entire
fiscal year, the prevailing yields on the 5-Year Treasury rose by almost 80
basis points while the yields on the 10-Year Treasury increased over 100 basis
points. The impact of these changes on bond prices was, predictably, negative.
By the end of June, both the Funds primary and secondary benchmarks had
suffered negative returns during the fund fiscal year to date, and the Bond
Funds performance was only modestly positive. While recent months have restored
all three returns to positive territory, the overall performance of bonds was
depressed because of the rising rates.
However, despite this overall pattern
there were three distinctly different environments for bond investors during the
fiscal year. For the first 4-5 months credit spreads were narrow especially at
the long end of the Funds maturity ladder
1
. There simply wasnt
enough of a reward being offered on most bonds relative to the interest-rate
risk being taken to justify continuing to buy bonds in this portion of the
Funds maturity structure. We responded by increasing our purchases of short
maturity corporate bonds coming due in one year or less. We essentially
determined that it was prudent to sacrifice higher yield in exchange for less
risk.
Conversely, amidst the substantial
market dislocation in June we increased the purchase of bonds at the long end of
the Funds maturity ladder (2017 - 2020). Generally, we use sales of additional
Fund shares and revenues from bond maturities and bond interest to finance new
bond purchases. However, during this period we found prices so attractive that
we actually sold many short maturity bonds to take advantage of them. These were
similar to the actions we took in the fall of 2011, but more dramatic. In this
case, we decided that it was in the best interest of shareholders for us to take
increased interest-rate risk on purchases, because we felt we were getting
rewarded so well on price and yield.
The final few months of the fiscal year
marked a return to normalcy. Interest rates and credit spreads didnt change
much from the beginning to the end. Even with substantial public hand wringing
over the potential beginning-of-the-end of the Federal Reserves Quantitative
Easing, the market was generally rational. Consequently, we were able to
identify many attractive opportunities throughout the period, but not to the
extent that required significant selling of existing holdings.
The point of reviewing all this is to
illustrate that one of our philosophies is to try to take advantage of the
opportunities given by the market, and not more. We depend on our credit
research to give us the comfort to buy bonds when we think the market has
overreacted. We were genuinely excited at the end of June, because we believed
that the severe market disruption had given us the opportunity to improve the
overall profile of the Fund. At the same time, as much as we like yield, we are
loath to stretch for it. The market generally tells us what to do. If there
arent great opportunities, well stay more conservative with purchases. If
there are, well be aggressive. Hopefully, if we employ this strategy well over
time, value will accrue to shareholders.
____________________
1
In a bond ladder, the
bonds maturity dates are evenly spaced across several months or several years
so that the bonds are maturing and the proceeds are being reinvested at regular
intervals.
See Notes to Financial
Statements.
14
BOND FUND INVESTMENT
REVIEW
(Unaudited)
(Continued)
|
November
30, 2013
|
Opinions expressed are subject to
change, are not guaranteed and should not be considered investment
advice.
Mutual fund investing involves risk.
Principal loss is possible. Investments in debt securities typically decrease in
value when interest rates rise. The risk is usually greater for longer-term debt
securities. Investments in bonds of foreign issuers involve greater volatility,
political and economic risks, and differences in accounting methods. Investment
by the Fund in lower-rated and non-rated securities presents a greater risk of
loss to principal and interest than higher-rated securities.
Please refer to the Schedule of
Investments on page 17 of this report for holdings information. The management
commentary above as well as Fund holdings should not be considered a
recommendation to buy or sell any security. In addition, please note that Fund
holdings are subject to change.
The federal government guarantees
interest payments from government securities while dividend payments carry no
such guarantee. Government securities, if held to maturity, guarantee the timely
payment of principal and interest.
SEC Yield is a standardized yield
computed by dividing the net investment income per share earned during the
30-day period prior to quarter-end and was created to allow for fairer
comparisons among bond funds.
Basis point is a unit that is equal
to 1/100th of 1%, and is used to denote the change in a financial
instrument.
Yield is the income earned from a
bond, which takes into account the sum of the interest payment, the redemption
value at the bonds maturity, and the initial purchase price of the
bond.
Although the makeup of the Funds
portfolio is constantly changing, as of November 30, 2013, 87.75% of the Funds
portfolio was invested in corporate bonds. Due to prevailing market conditions,
the composition of the Funds portfolio as of that date was consistent with the
composition of the Funds portfolio over the past 5 years. In addition, as of
November 30, 2013, 84.16% of the Funds portfolio was invested in bonds rated
BBB. For portfolio information current as of the most recent quarter-end, please
call 1-800-999-0887 or visit our website at www.thompsonim.com. Compared to a
portfolio that is more evenly allocated between government and corporate bonds,
a portfolio that is heavily allocated to corporate bonds may provide higher
returns, but is also subject to greater levels of credit and liquidity risk and
to greater price fluctuations. A portfolio that is significantly allocated to
bonds having lower investment-grade ratings may also be subject to greater
levels of credit and liquidity risk and experience greater price fluctuations
than a portfolio comprised of higher-rated investment-grade bonds.
See Notes to Financial
Statements.
15
BOND FUND INVESTMENT
REVIEW
(Unaudited) (Continued)
|
November
30, 2013
|
Portfolio Concentration at
11/30/13
|
|
(Includes cash and cash equivalents)
|
|
% Total
Investments
|
|
Quality
|
|
U.S. Government & Agency Issues
|
0.04%
|
|
AA
|
3.19%
|
|
A
|
4.72%
|
|
BBB
|
84.16%
|
|
BB and Below
|
3.58%
|
|
Not Rated
|
3.94%
|
|
Money Market Funds
|
0.37%
|
|
|
100.00%
|
|
|
|
Effective
Maturity
|
|
Under 1 year
|
14.94%
|
|
1 to 3 years
|
23.27%
|
|
3 to 5 years
|
46.35%
|
|
5 to 10 years
|
15.44%
|
|
|
100.00%
|
|
|
|
Asset
Allocation
|
|
Corporate Bonds
|
87.75%
|
|
Asset-Backed Securities
|
8.82%
|
|
Taxable Municipal Bonds
|
2.62%
|
|
Convertible Bonds
|
0.40%
|
|
Money Market Funds
|
0.37%
|
|
Federal Agency Mortgage-Backed
Securities
|
0.04%
|
|
|
100.00%
|
|
|
|
|
See Notes to Financial
Statements.
16
BOND FUND SCHEDULE OF
INVESTMENTS
|
November
30, 2013
|
|
|
|
Principal
|
|
|
|
|
|
|
Amount
|
|
Value
|
BONDS - 97.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-Backed
Securities - 8.6%
|
|
|
|
|
|
|
|
Ameritech Capital Funding Corp.
|
|
|
|
|
|
|
|
9.100%
due 6/1/2016
|
|
$
|
3,936
|
|
$
|
4,423
|
|
|
|
AWAS Aviation Capital
Ltd.
|
|
|
|
|
|
|
|
7.000% due 10/17/2016
(d)
|
|
|
40,803,296
|
|
|
42,333,420
|
|
|
|
Basketball Properties
Ltd.
|
|
|
|
|
|
|
|
6.650% due 3/1/2025
(d)
|
|
|
5,541,238
|
|
|
5,974,824
|
|
|
|
Beaver Valley II
Funding
|
|
|
|
|
|
|
|
9.000% due
6/1/2017
|
|
|
4,000
|
|
|
4,035
|
|
|
|
British Airways
PLC
|
|
|
|
|
|
|
|
5.625% due
6/20/2020,
|
|
|
|
|
|
|
|
Series 2013-1 (d)
|
|
|
30,160,000
|
|
|
31,215,600
|
|
5.625% due
6/20/2020,
|
|
|
|
|
|
|
|
Series 2013-1
|
|
|
100,000
|
|
|
103,500
|
|
|
|
Continental
Airlines
|
|
|
|
|
|
|
|
9.250% due
5/10/2017,
|
|
|
|
|
|
|
|
Series 2009-2 B
|
|
|
630,959
|
|
|
697,209
|
|
6.000% due
1/12/2019,
|
|
|
|
|
|
|
|
Series 2010-1 B
|
|
|
74,449
|
|
|
76,124
|
|
|
|
Delta Air Lines
|
|
|
|
|
|
|
|
6.375% due
1/2/2016,
|
|
|
|
|
|
|
|
Series 2010-1 B
|
|
|
8,945,000
|
|
|
9,481,700
|
|
9.750% due
12/17/2016,
|
|
|
|
|
|
|
|
Series 2009-1 B
|
|
|
822,069
|
|
|
928,938
|
|
6.821% due
8/10/2022,
|
|
|
|
|
|
|
|
Series 2007-1 A
|
|
|
10,338,144
|
|
|
11,630,412
|
|
6.718% due
1/2/2023,
|
|
|
|
|
|
|
|
Series 2002-1 G-1
|
|
|
4,561
|
|
|
5,120
|
|
|
|
Doric Nimrod Air
Alpha
|
|
|
|
|
|
|
|
6.125% due
11/30/2019,
|
|
|
|
|
|
|
|
Series 2013-1 (d)
|
|
|
13,000,000
|
|
|
13,455,000
|
|
|
|
Doric Nimrod Air
|
|
|
|
|
|
|
|
Finance Alpha
Ltd.
|
|
|
|
|
|
|
|
6.500% due
5/30/2021,
|
|
|
|
|
|
|
|
Series 2012-1 B (d)
|
|
|
35,925,294
|
|
|
36,647,033
|
|
|
|
Express Pipeline
LP
|
|
|
|
|
|
|
|
7.390% due 12/31/2017
(d)
|
|
|
2,358,000
|
|
|
2,544,025
|
|
|
|
|
|
|
|
|
|
Federal Express
Corp.
|
|
|
|
|
|
|
|
7.630% due
1/1/2015,
|
|
|
|
|
|
|
|
Series 1993
|
|
|
2,721,808
|
|
|
2,789,853
|
|
7.020% due
1/15/2016,
|
|
|
|
|
|
|
|
Series 1998
|
|
|
2,267,442
|
|
|
2,397,820
|
|
|
|
FPL Energy
Caithness
|
|
|
|
|
|
|
|
Funding Corp.
|
|
|
|
|
|
|
|
7.645% due 12/31/2018
(d)
|
|
|
2,168,960
|
|
|
2,306,149
|
|
|
|
General American
Railcar
|
|
|
|
|
|
|
|
6.690% due
9/20/2016,
|
|
|
|
|
|
|
|
Series 1997-1 (d)
|
|
|
264,926
|
|
|
277,510
|
|
6.210% due
9/20/2017,
|
|
|
|
|
|
|
|
Series II
|
|
|
5,218,170
|
|
|
5,492,124
|
|
7.760% due
8/20/2018,
|
|
|
|
|
|
|
|
Series III (d)
|
|
|
989,318
|
|
|
1,038,796
|
|
|
|
Maritimes &
Northeast
|
|
|
|
|
|
|
|
Pipeline LLC
|
|
|
|
|
|
|
|
7.500% due 5/31/2014
(d)
|
|
|
7,862,677
|
|
|
8,068,506
|
|
|
|
Midwest Family Housing
LLC
|
|
|
|
|
|
|
|
5.168% due 7/1/2016
(d)
|
|
|
262,000
|
|
|
266,357
|
|
|
|
Norfolk Southern Railway
Co.
|
|
|
|
|
|
|
|
6.150% due
4/1/2014
|
|
|
25,000
|
|
|
25,448
|
|
|
|
Northwest
Airlines
|
|
|
|
|
|
|
|
7.575% due
3/1/2019,
|
|
|
|
|
|
|
|
Series 1999-2 A
|
|
|
1,115,080
|
|
|
1,265,616
|
|
7.027% due
11/1/2019,
|
|
|
|
|
|
|
|
Series 2007-1 A
|
|
|
8,032,103
|
|
|
8,917,241
|
|
6.264% due
11/20/2021,
|
|
|
|
|
|
|
|
Series 2002-1 G-2
|
|
|
1,156,226
|
|
|
1,183,050
|
|
7.041% due
4/1/2022,
|
|
|
|
|
|
|
|
Series 2001-1 A-1
|
|
|
427,929
|
|
|
483,560
|
|
|
|
PP&L Montana
LLC
|
|
|
|
|
|
|
|
8.903% due
7/2/2020
|
|
|
2,108,419
|
|
|
2,357,255
|
|
|
|
Prologis, Inc.
|
|
|
|
|
|
|
|
7.810% due
2/1/2015
|
|
|
2,010,600
|
|
|
2,049,401
|
|
|
|
Total Asset-Backed
Securities
|
|
|
|
|
|
194,020,049
|
See Notes to Financial
Statements.
17
BOND FUND SCHEDULE OF INVESTMENTS
(Continued)
|
November 30,
2013
|
|
|
Principal
|
|
|
|
|
|
Amount
|
|
Value
|
BONDS
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Bonds -
0.4%
|
|
|
|
|
|
|
EMC
Corp.
|
|
|
|
|
|
|
1.750%
due 12/1/2013
|
|
$
|
1,000,000
|
|
$
|
1,483,231
|
|
Hospitality
Properties Trust
|
|
|
|
|
|
|
3.800%
due 3/15/2027
|
|
|
7,309,000
|
|
|
7,436,908
|
|
Total
Convertible Bonds
|
|
|
|
|
|
8,920,139
|
|
Corporate Bonds -
85.8%
|
|
|
|
|
|
|
Advance
Auto Parts, Inc.
|
|
|
|
|
|
|
5.750%
due 5/1/2020
|
|
|
21,826,000
|
|
|
23,899,819
|
|
Air
Lease Corp.
|
|
|
|
|
|
|
5.625%
due 4/1/2017
|
|
|
26,060,000
|
|
|
28,600,850
|
|
Ameren
Corp.
|
|
|
|
|
|
|
8.875%
due 5/15/2014
|
|
|
1,427,000
|
|
|
1,477,877
|
|
American
Express
|
|
|
|
|
|
|
6.650%
due 9/15/2015
|
|
|
90,000
|
|
|
97,251
|
6.900%
due 9/15/2015
|
|
|
277,000
|
|
|
301,869
|
|
American
Financial Group, Inc.
|
|
|
|
|
|
|
9.875%
due 6/15/2019
|
|
|
1,751,000
|
|
|
2,293,689
|
|
American
General Finance
|
|
|
|
|
|
|
6.000%
due 10/15/2014
|
|
|
1,000,000
|
|
|
1,015,000
|
6.000%
due 12/15/2014
|
|
|
1,000,000
|
|
|
1,000,581
|
|
American
Standard Inc.
|
|
|
|
|
|
|
5.500%
due 4/1/2015
|
|
|
25,000
|
|
|
26,491
|
|
Ameriprise
Financial, Inc.
|
|
|
|
|
|
|
7.518%
due 6/1/2066 (a)
|
|
|
3,200,000
|
|
|
3,512,000
|
|
Amphenol
Corp.
|
|
|
|
|
|
|
4.750%
due 11/15/2014
|
|
|
698,000
|
|
|
723,586
|
|
Arden
Realty LP
|
|
|
|
|
|
|
5.250%
due 3/1/2015
|
|
|
3,040,000
|
|
|
3,158,904
|
|
Aspen
Insurance Holdings Ltd.
|
|
|
|
|
|
|
6.000%
due 8/15/2014
|
|
|
4,826,000
|
|
|
5,009,827
|
|
Astoria
Financial Corp.
|
|
|
|
|
|
|
5.000%
due 6/19/2017
|
|
|
30,082,000
|
|
|
31,915,317
|
|
|
|
|
|
|
|
Avnet,
Inc.
|
|
|
|
|
|
|
5.875%
due 3/15/2014
|
|
|
3,750,000
|
|
|
3,802,965
|
6.000%
due 9/1/2015
|
|
|
225,000
|
|
|
242,869
|
6.625%
due 9/15/2016
|
|
|
551,000
|
|
|
621,291
|
|
Avon
Products, Inc.
|
|
|
|
|
|
|
5.750%
due 3/1/2018
|
|
|
5,275,000
|
|
|
5,709,064
|
6.500%
due 3/1/2019
|
|
|
25,992,000
|
|
|
28,510,833
|
4.600%
due 3/15/2020
|
|
|
500,000
|
|
|
507,141
|
|
Axis
Capital Holdings
|
|
|
|
|
|
|
5.750%
due 12/1/2014
|
|
|
5,627,000
|
|
|
5,900,191
|
|
Bank
of America Corp.
|
|
|
|
|
|
|
5.350%
due 9/15/2015
|
|
|
549,000
|
|
|
580,615
|
5.250%
due 12/1/2015
|
|
|
333,000
|
|
|
358,310
|
5.625%
due 10/14/2016
|
|
|
935,000
|
|
|
1,047,293
|
6.000%
due 8/15/2017
|
|
|
115,000
|
|
|
124,935
|
6.050%
due 8/15/2017
|
|
|
948,000
|
|
|
1,042,587
|
5.750%
due 12/1/2017
|
|
|
555,000
|
|
|
635,674
|
5.350%
due 3/15/2018
|
|
|
81,000
|
|
|
87,819
|
5.800%
due 2/15/2019
|
|
|
10,000
|
|
|
11,065
|
7.625%
due 6/1/2019
|
|
|
730,000
|
|
|
912,893
|
6.400%
due 8/15/2019
|
|
|
141,000
|
|
|
159,324
|
6.750%
due 8/15/2019
|
|
|
671,000
|
|
|
788,873
|
4.625%
due 3/30/2020 (b)
|
|
|
710,000
|
|
|
696,723
|
5.560%
due 11/23/2020 (b)
|
|
|
95,000
|
|
|
95,603
|
|
Bear
Stearns Cos. LLC
|
|
|
|
|
|
|
2.630%
due 3/10/2014 (a)
|
|
|
270,000
|
|
|
268,604
|
|
Best
Buy Co., Inc.
|
|
|
|
|
|
|
3.750%
due 3/15/2016
|
|
|
17,902,000
|
|
|
18,528,570
|
|
Black
Hills Corp.
|
|
|
|
|
|
|
9.000%
due 5/15/2014
|
|
|
2,452,000
|
|
|
2,542,253
|
|
BMC
Software, Inc.
|
|
|
|
|
|
|
7.250%
due 6/1/2018
|
|
|
26,928,000
|
|
|
28,173,420
|
|
Boston
Scientific Corp.
|
|
|
|
|
|
|
6.250%
due 11/15/2015 (a)
|
|
|
3,358,000
|
|
|
3,680,076
|
|
Brocade
Communications
|
|
|
|
|
|
|
Systems,
Inc.
|
|
|
|
|
|
|
6.875%
due 1/15/2020
|
|
|
13,363,000
|
|
|
14,398,632
|
See Notes to Financial
Statements.
18
BOND FUND SCHEDULE OF INVESTMENTS
(Continued)
|
November 30,
2013
|
|
|
|
Principal
|
|
|
|
|
|
|
Amount
|
|
Value
|
BONDS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds (continued)
|
|
|
|
|
|
|
|
CA, Inc.
|
|
|
|
|
|
|
|
6.125%
due 12/1/2014
|
|
$
|
1,953,000
|
|
$
|
2,051,152
|
|
|
|
Capital One
Financial
|
|
|
|
|
|
|
|
6.150%
due 9/1/2016
|
|
|
300,000
|
|
|
336,788
|
|
|
|
Carpenter
Technology Corp.
|
|
|
|
|
|
|
|
7.060%
due 5/21/2018
|
|
|
500,000
|
|
|
543,084
|
|
7.030%
due 5/22/2018
|
|
|
8,000
|
|
|
8,680
|
|
|
|
Centel Capital
Corp.
|
|
|
|
|
|
|
|
9.000%
due 10/15/2019
|
|
|
10,000
|
|
|
12,102
|
|
|
|
CenterPoint Energy,
Inc.
|
|
|
|
|
|
|
|
6.850%
due 6/1/2015
|
|
|
192,000
|
|
|
208,384
|
|
|
|
Citigroup,
Inc.
|
|
|
|
|
|
|
|
5.000%
due 9/15/2014
|
|
|
12,627,000
|
|
|
13,024,738
|
|
3.000%
due 12/28/2014 (a)
|
|
|
1,050,000
|
|
|
1,049,475
|
|
6.010%
due 1/15/2015
|
|
|
165,000
|
|
|
174,347
|
|
5.500%
due 2/15/2017
|
|
|
180,000
|
|
|
199,783
|
|
4.250%
due 12/15/2018 (b)
|
|
|
15,000
|
|
|
14,943
|
|
4.000%
due 8/11/2020 (b)
|
|
|
240,000
|
|
|
239,549
|
|
|
|
Cliffs Natural
Resources Inc.
|
|
|
|
|
|
|
|
3.950%
due 1/15/2018
|
|
|
1,200,000
|
|
|
1,215,096
|
|
5.900%
due 3/15/2020
|
|
|
47,285,000
|
|
|
49,652,087
|
|
4.875%
due 4/1/2021
|
|
|
500,000
|
|
|
490,441
|
|
|
|
CNA Financial
Corp.
|
|
|
|
|
|
|
|
5.850%
due 12/15/2014
|
|
|
1,552,000
|
|
|
1,633,126
|
|
6.950%
due 1/15/2018
|
|
|
605,000
|
|
|
702,222
|
|
|
|
Commercial Net
Lease
|
|
|
|
|
|
|
|
Realty,
Inc.
|
|
|
|
|
|
|
|
6.250%
due 6/15/2014
|
|
|
1,060,000
|
|
|
1,089,263
|
|
6.150%
due 12/15/2015
|
|
|
443,000
|
|
|
486,683
|
|
|
|
CommonWealth
REIT
|
|
|
|
|
|
|
|
5.875%
due 9/15/2020
|
|
|
7,141,000
|
|
|
7,354,916
|
|
|
|
Computer Sciences
Corp.
|
|
|
|
|
|
|
|
6.500%
due 3/15/2018
|
|
|
19,477,000
|
|
|
22,631,008
|
|
|
|
Continental
Resources, Inc.
|
|
|
|
|
|
|
|
8.250%
due 10/1/2019
|
|
|
10,897,000
|
|
|
11,959,457
|
|
|
|
|
|
|
|
|
|
Con-way
Inc.
|
|
|
|
|
|
|
|
7.250%
due 1/15/2018
|
|
|
13,089,000
|
|
|
14,960,596
|
|
|
|
Countrywide
Financial Corp.
|
|
|
|
|
|
|
|
5.000%
due 5/11/2015
|
|
|
30,000
|
|
|
29,810
|
|
5.750%
due 6/24/2015 (b)
|
|
|
560,000
|
|
|
556,903
|
|
7.500%
due 7/28/2015 (b)
|
|
|
140,000
|
|
|
137,247
|
|
6.250%
due 5/15/2016
|
|
|
952,000
|
|
|
1,056,061
|
|
5.250%
due 5/27/2020
|
|
|
279,000
|
|
|
281,487
|
|
6.000%
due 8/26/2020 (b)
|
|
|
140,000
|
|
|
140,006
|
|
|
|
Countrywide Home
Loans, Inc.
|
|
|
|
|
|
|
|
6.000%
due 1/24/2018
|
|
|
1,112,000
|
|
|
1,097,427
|
|
5.500%
due 5/16/2018
|
|
|
242,000
|
|
|
241,788
|
|
|
|
Coventry Health
Care, Inc.
|
|
|
|
|
|
|
|
6.125%
due 1/15/2015
|
|
|
1,136,000
|
|
|
1,204,008
|
|
5.950%
due 3/15/2017
|
|
|
354,000
|
|
|
401,951
|
|
|
|
Darden
Restaurants
|
|
|
|
|
|
|
|
7.125%
due 2/1/2016
|
|
|
336,000
|
|
|
369,990
|
|
|
|
Discover Financial
Services
|
|
|
|
|
|
|
|
6.450%
due 6/12/2017
|
|
|
590,000
|
|
|
671,582
|
|
10.250%
due 7/15/2019
|
|
|
10,592,000
|
|
|
13,639,212
|
|
|
|
Dominion Resources,
Inc.
|
|
|
|
|
|
|
|
7.500%
due 6/30/2066 (a)
|
|
|
8,625,000
|
|
|
9,261,094
|
|
|
|
Domtar Corp.
|
|
|
|
|
|
|
|
9.500%
due 8/1/2016
|
|
|
580,000
|
|
|
678,972
|
|
10.750%
due 6/1/2017
|
|
|
19,809,000
|
|
|
25,007,238
|
|
|
|
Dow Chemical
Co.
|
|
|
|
|
|
|
|
2.850%
due 5/15/2016
|
|
|
18,000
|
|
|
18,103
|
|
|
|
Duquesne Light
Holdings Inc.
|
|
|
|
|
|
|
|
5.500%
due 8/15/2015
|
|
|
6,819,000
|
|
|
7,242,412
|
|
|
|
Embraer Overseas
Ltd.
|
|
|
|
|
|
|
|
6.375%
due 1/24/2017
|
|
|
500,000
|
|
|
547,500
|
|
|
|
Endurance
Specialty
|
|
|
|
|
|
|
|
Holdings
Ltd.
|
|
|
|
|
|
|
|
6.150%
due 10/15/2015
|
|
|
6,168,000
|
|
|
6,674,251
|
See Notes to Financial
Statements.
19
BOND FUND SCHEDULE OF INVESTMENTS
(Continued)
|
November 30,
2013
|
|
|
|
|
Principal
|
|
|
|
|
|
|
|
Amount
|
|
Value
|
BONDS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds (continued)
|
|
|
|
|
|
|
|
|
Enel Finance Intl. N.V.
|
|
|
|
|
|
|
|
|
6.250% due
9/15/2017 (d)
|
|
$
|
2,706,000
|
|
$
|
3,050,233
|
|
|
5.125% due
10/7/2019 (d)
|
|
|
5,000,000
|
|
|
5,408,450
|
|
|
5.125% due
10/7/2019
|
|
|
500,000
|
|
|
540,845
|
|
|
|
|
|
Expedia, Inc.
|
|
|
|
|
|
|
|
|
7.456% due
8/15/2018
|
|
|
17,549,000
|
|
|
20,624,375
|
|
|
5.950% due
8/15/2020
|
|
|
18,711,000
|
|
|
20,217,460
|
|
|
|
|
|
Fairfax Financial Holdings
Ltd.
|
|
|
|
|
|
|
|
|
8.250% due
10/1/2015
|
|
|
1,904,000
|
|
|
2,119,104
|
|
|
7.375% due
4/15/2018
|
|
|
26,711,500
|
|
|
30,286,808
|
|
|
5.800% due
5/15/2021 (d)
|
|
|
12,040,000
|
|
|
12,316,210
|
|
|
|
|
|
Fidelity National
Financial, Inc.
|
|
|
|
|
|
|
|
|
6.600% due
5/15/2017
|
|
|
16,009,000
|
|
|
17,885,111
|
|
|
|
|
|
Fidelity National
Information
|
|
|
|
|
|
|
|
|
Services,
Inc.
|
|
|
|
|
|
|
|
|
7.875% due
7/15/2020
|
|
|
46,710,000
|
|
|
51,264,225
|
|
|
|
|
|
First Horizon National
Corp.
|
|
|
|
|
|
|
|
|
5.375% due
12/15/2015
|
|
|
895,000
|
|
|
966,190
|
|
|
|
|
|
First Tennessee
Bank
|
|
|
|
|
|
|
|
|
5.050% due
1/15/2015
|
|
|
2,757,000
|
|
|
2,865,653
|
|
|
5.650% due
4/1/2016
|
|
|
5,247,000
|
|
|
5,674,541
|
|
|
|
|
|
Ford Motor Credit
Co.
|
|
|
|
|
|
|
|
|
3.250% due
6/20/2014
|
|
|
46,000
|
|
|
46,208
|
|
|
1.750% due
9/20/2014
|
|
|
10,000
|
|
|
9,948
|
|
|
|
|
|
Fortune Brands,
Inc.
|
|
|
|
|
|
|
|
|
5.375% due
1/15/2016
|
|
|
10,000
|
|
|
10,870
|
|
|
|
|
|
Frontier Oil
Corp.
|
|
|
|
|
|
|
|
|
6.875% due
11/15/2018
|
|
|
22,736,000
|
|
|
24,441,200
|
|
|
|
|
|
Gazprom OAO Via
Gaz
|
|
|
|
|
|
|
|
|
Capital
S.A.
|
|
|
|
|
|
|
|
|
8.125% due
7/31/2014 (d)
|
|
|
9,996,000
|
|
|
10,432,825
|
|
|
4.950% due
5/23/2016 (d)
|
|
|
5,000,000
|
|
|
5,312,500
|
|
|
9.250% due
4/23/2019 (d)
|
|
|
1,500,000
|
|
|
1,841,250
|
|
|
|
|
|
GE Capital Trust
I
|
|
|
|
|
|
|
|
|
6.375% due
11/15/2067 (a)
|
|
|
14,107,000
|
|
|
15,235,560
|
|
|
|
|
|
|
|
|
|
|
|
General Electric Capital
Corp.
|
|
|
|
|
|
|
|
|
4.200% due
2/15/2014
|
|
|
51,000
|
|
|
51,242
|
|
|
5.600% due
7/15/2014
|
|
|
500,000
|
|
|
513,789
|
|
|
5.000% due
8/15/2014
|
|
|
17,000
|
|
|
17,453
|
|
|
5.250% due
6/15/2015
|
|
|
25,000
|
|
|
26,475
|
|
|
5.400% due
6/15/2015
|
|
|
59,000
|
|
|
62,454
|
|
|
5.500% due
8/15/2015
|
|
|
30,000
|
|
|
32,042
|
|
|
5.000% due
4/15/2016
|
|
|
45,000
|
|
|
48,532
|
|
|
6.750% due
4/15/2018
|
|
|
373,000
|
|
|
439,795
|
|
|
6.300% due
5/15/2018
|
|
|
1,790,000
|
|
|
2,055,285
|
|
|
6.000% due
7/15/2018
|
|
|
57,000
|
|
|
64,431
|
|
|
6.000% due
7/15/2018
|
|
|
39,000
|
|
|
44,369
|
|
|
6.375% due
11/15/2067 (a)
|
|
|
34,491,000
|
|
|
37,422,735
|
|
|
|
|
|
Genworth Financial
Inc.
|
|
|
|
|
|
|
|
|
5.750% due
6/15/2014
|
|
|
4,198,000
|
|
|
4,325,174
|
|
|
8.625% due
12/15/2016
|
|
|
8,264,000
|
|
|
9,919,568
|
|
|
6.515% due
5/22/2018
|
|
|
17,629,000
|
|
|
20,346,740
|
|
|
7.700% due
6/15/2020
|
|
|
8,418,000
|
|
|
10,122,233
|
|
|
7.200% due
2/15/2021
|
|
|
423,000
|
|
|
495,610
|
|
|
|
|
|
GFI Group Inc.
|
|
|
|
|
|
|
|
|
10.375% due
7/19/2018 (a)
|
|
|
551,000
|
|
|
563,397
|
|
|
|
|
|
GMAC LLC
|
|
|
|
|
|
|
|
|
0.000% due
6/15/2015 (c)
|
|
|
1,250,000
|
|
|
1,193,750
|
|
|
|
|
|
Goldman Sachs Group,
Inc.
|
|
|
|
|
|
|
|
|
5.625% due
1/15/2017
|
|
|
565,000
|
|
|
625,124
|
|
|
|
|
|
Great Plains Energy
Inc.
|
|
|
|
|
|
|
|
|
6.875% due
9/15/2017
|
|
|
30,000
|
|
|
34,486
|
|
|
|
|
|
Harsco Corp.
|
|
|
|
|
|
|
|
|
5.750% due
5/15/2018
|
|
|
24,634,000
|
|
|
26,129,358
|
|
|
|
|
|
HCP, Inc.
|
|
|
|
|
|
|
|
|
6.000% due
3/1/2015
|
|
|
5,879,000
|
|
|
6,239,330
|
|
|
7.072% due
6/8/2015
|
|
|
703,000
|
|
|
764,650
|
|
|
|
|
|
Hewlett-Packard
Co.
|
|
|
|
|
|
|
|
|
5.500% due
3/1/2018
|
|
|
6,498,000
|
|
|
7,267,279
|
|
|
|
|
|
Horace Mann Educators
Corp.
|
|
|
|
|
|
|
|
|
6.850% due
4/15/2016
|
|
|
9,223,000
|
|
|
10,068,528
|
See Notes to Financial
Statements.
20
BOND FUND SCHEDULE OF INVESTMENTS
(Continued)
|
November 30,
2013
|
|
|
|
|
Principal
|
|
|
|
|
|
|
|
Amount
|
|
Value
|
BONDS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds (continued)
|
|
|
|
|
|
|
|
|
Hospira, Inc.
|
|
|
|
|
|
|
|
|
6.050% due
3/30/2017
|
|
$
|
13,212,000
|
|
$
|
14,570,141
|
|
|
|
|
|
Hospitality Properties
Trust
|
|
|
|
|
|
|
|
|
7.875% due
8/15/2014
|
|
|
11,141,000
|
|
|
11,296,506
|
|
|
5.125% due
2/15/2015
|
|
|
5,248,000
|
|
|
5,386,085
|
|
|
6.300% due
6/15/2016
|
|
|
296,000
|
|
|
321,558
|
|
|
5.625% due
3/15/2017
|
|
|
2,913,000
|
|
|
3,189,470
|
|
|
6.700% due
1/15/2018
|
|
|
3,507,000
|
|
|
3,962,598
|
|
|
|
|
|
Host Hotels & Resorts
LP
|
|
|
|
|
|
|
|
|
5.875% due
6/15/2019
|
|
|
3,720,000
|
|
|
4,036,944
|
|
|
6.000% due 11/1/2020
|
|
|
396,000
|
|
|
431,762
|
|
|
|
|
|
HRPT Properties
Trust
|
|
|
|
|
|
|
|
|
6.400% due
2/15/2015
|
|
|
10,000
|
|
|
10,319
|
|
|
5.750% due
11/1/2015
|
|
|
3,332,000
|
|
|
3,489,447
|
|
|
6.250% due 8/15/2016
|
|
|
3,833,000
|
|
|
4,104,886
|
|
|
6.250% due
6/15/2017
|
|
|
2,241,000
|
|
|
2,404,217
|
|
|
6.650% due
1/15/2018
|
|
|
22,275,000
|
|
|
24,290,754
|
|
|
|
|
|
HSBC Finance
Corp.
|
|
|
|
|
|
|
|
|
3.300% due
1/10/2014 (a)
|
|
|
335,000
|
|
|
335,027
|
|
|
2.500% due
1/15/2014
|
|
|
5,000
|
|
|
5,008
|
|
|
2.400% due
2/15/2014
|
|
|
30,000
|
|
|
30,045
|
|
|
2.500% due
2/15/2014
|
|
|
696,000
|
|
|
697,709
|
|
|
4.950% due
3/15/2014
|
|
|
10,000
|
|
|
10,100
|
|
|
2.000% due
4/15/2014
|
|
|
100,000
|
|
|
100,296
|
|
|
2.050% due
4/15/2014
|
|
|
20,000
|
|
|
20,063
|
|
|
2.150% due
4/15/2014
|
|
|
25,000
|
|
|
25,088
|
|
|
5.600% due
4/15/2014
|
|
|
756,000
|
|
|
762,353
|
|
|
1.900% due
6/15/2014
|
|
|
20,000
|
|
|
20,012
|
|
|
2.000% due
7/15/2014
|
|
|
40,000
|
|
|
40,098
|
|
|
5.000% due
7/15/2014
|
|
|
20,000
|
|
|
20,383
|
|
|
5.250% due
7/15/2014
|
|
|
43,000
|
|
|
43,843
|
|
|
5.500% due
7/15/2014
|
|
|
90,000
|
|
|
92,051
|
|
|
4.500% due
8/15/2014
|
|
|
236,000
|
|
|
240,910
|
|
|
6.000% due
8/15/2014
|
|
|
562,000
|
|
|
579,456
|
|
|
6.000% due
8/15/2014
|
|
|
86,000
|
|
|
88,630
|
|
|
4.600% due
9/15/2014
|
|
|
64,000
|
|
|
65,472
|
|
|
4.700% due
9/15/2014
|
|
|
15,000
|
|
|
15,376
|
|
|
5.650% due
9/15/2014
|
|
|
163,000
|
|
|
168,526
|
|
|
5.700% due
9/15/2014
|
|
|
74,000
|
|
|
76,597
|
|
|
5.800% due
9/15/2014
|
|
|
184,000
|
|
|
189,529
|
|
|
5.850% due
9/15/2014
|
|
|
346,000
|
|
|
356,203
|
|
|
5.650% due
10/15/2014
|
|
|
75,000
|
|
|
77,747
|
|
|
5.750% due
10/15/2014
|
|
|
283,000
|
|
|
293,857
|
|
|
5.350% due
11/15/2014
|
|
|
59,000
|
|
|
61,266
|
|
|
5.600% due
2/15/2018
|
|
|
250,000
|
|
|
278,599
|
|
|
|
|
|
HSBC USA Inc.
|
|
|
|
|
|
|
|
|
9.500% due
4/15/2014
|
|
|
157,000
|
|
|
162,011
|
|
|
|
|
|
Iberdrola Finance Ireland
Ltd.
|
|
|
|
|
|
|
|
|
5.000% due
9/11/2019 (d)
|
|
|
12,453,000
|
|
|
13,510,422
|
|
|
|
|
|
Ingram Micro
Inc.
|
|
|
|
|
|
|
|
|
5.250% due
9/1/2017
|
|
|
1,000,000
|
|
|
1,066,702
|
|
|
|
|
|
International Game
Technology
|
|
|
|
|
|
|
|
|
7.500% due
6/15/2019
|
|
|
598,000
|
|
|
705,224
|
|
|
|
|
|
Jabil Circuit,
Inc.
|
|
|
|
|
|
|
|
|
7.750% due
7/15/2016
|
|
|
779,000
|
|
|
886,112
|
|
|
8.250% due
3/15/2018
|
|
|
43,363,000
|
|
|
51,385,155
|
|
|
|
|
|
Janus Capital Group
Inc.
|
|
|
|
|
|
|
|
|
6.119% due
4/15/2014
|
|
|
40,000
|
|
|
40,262
|
|
|
|
|
|
John Hancock Life Ins.
Co.
|
|
|
|
|
|
|
|
|
5.000% due
12/15/2013
|
|
|
5,000
|
|
|
5,005
|
|
|
5.450% due
9/15/2015
|
|
|
201,000
|
|
|
212,110
|
|
|
5.450% due
10/15/2015
|
|
|
29,000
|
|
|
30,742
|
|
|
5.500% due
11/15/2015
|
|
|
75,000
|
|
|
79,582
|
|
|
5.250% due
12/15/2015
|
|
|
25,000
|
|
|
26,453
|
|
|
5.500% due
12/15/2015
|
|
|
25,000
|
|
|
26,576
|
|
|
5.000% due
4/15/2016
|
|
|
60,000
|
|
|
63,523
|
|
|
|
|
|
JPMorgan Chase &
Co.
|
|
|
|
|
|
|
|
|
7.900% due
4/30/2018 (a) (e)
|
|
|
46,244,000
|
|
|
51,099,620
|
|
|
5.250% due
5/15/2018
|
|
|
65,000
|
|
|
65,011
|
|
|
5.250% due
3/15/2019
|
|
|
20,000
|
|
|
19,892
|
|
|
|
|
|
Lexmark International,
Inc.
|
|
|
|
|
|
|
|
|
6.650% due
6/1/2018
|
|
|
3,370,000
|
|
|
3,802,108
|
|
|
|
|
|
LG&E and KU Energy
LLC
|
|
|
|
|
|
|
|
|
2.125% due
11/15/2015 (d)
|
|
|
150,000
|
|
|
153,075
|
See Notes to Financial
Statements.
21
BOND FUND SCHEDULE OF INVESTMENTS
(Continued)
|
November 30,
2013
|
|
|
|
|
Principal
|
|
|
|
|
|
|
|
Amount
|
|
Value
|
BONDS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds (continued)
|
|
|
|
|
|
|
|
|
Liberty Property LP
|
|
|
|
|
|
|
|
|
5.650% due
8/15/2014
|
|
$
|
36,000
|
|
$
|
37,129
|
|
|
|
|
|
Manufacturers &
Traders
|
|
|
|
|
|
|
|
|
Trust
Co.
|
|
|
|
|
|
|
|
|
5.585% due
12/28/2020 (a)
|
|
|
347,000
|
|
|
356,928
|
|
|
|
|
|
Marriott International,
Inc.
|
|
|
|
|
|
|
|
|
5.810% due
11/10/2015
|
|
|
373,000
|
|
|
406,750
|
|
|
|
|
|
Masco Corp.
|
|
|
|
|
|
|
|
|
4.800% due
6/15/2015
|
|
|
1,475,000
|
|
|
1,541,375
|
|
|
6.125% due
10/3/2016
|
|
|
4,502,000
|
|
|
5,019,730
|
|
|
5.850% due
3/15/2017
|
|
|
2,985,000
|
|
|
3,253,650
|
|
|
6.625% due
4/15/2018
|
|
|
13,126,000
|
|
|
14,504,230
|
|
|
7.125% due
3/15/2020
|
|
|
1,440,000
|
|
|
1,634,400
|
|
|
|
|
|
Maytag Corp.
|
|
|
|
|
|
|
|
|
5.000% due
5/15/2015
|
|
|
50,000
|
|
|
52,556
|
|
|
|
|
|
MBIA Inc.
|
|
|
|
|
|
|
|
|
6.400% due
8/15/2022
|
|
|
51,353,000
|
|
|
51,096,235
|
|
|
|
|
|
MBNA Corp.
|
|
|
|
|
|
|
|
|
5.000% due
6/15/2015
|
|
|
800,000
|
|
|
848,880
|
|
|
|
|
|
Merrill Lynch &
Co.
|
|
|
|
|
|
|
|
|
5.000% due
1/15/2015
|
|
|
343,000
|
|
|
358,947
|
|
|
5.300% due
9/30/2015
|
|
|
1,712,000
|
|
|
1,841,391
|
|
|
6.050% due
5/16/2016
|
|
|
3,000,000
|
|
|
3,321,588
|
|
|
6.400% due
8/28/2017
|
|
|
3,048,000
|
|
|
3,543,007
|
|
|
6.875% due
4/25/2018
|
|
|
233,000
|
|
|
278,168
|
|
|
6.500% due
7/15/2018
|
|
|
2,668,000
|
|
|
3,138,222
|
|
|
6.875% due
11/15/2018
|
|
|
2,316,000
|
|
|
2,795,829
|
|
|
8.400% due
11/1/2019
|
|
|
310,000
|
|
|
391,216
|
|
|
|
|
|
Morgan Stanley
|
|
|
|
|
|
|
|
|
4.750% due
4/1/2014
|
|
|
820,000
|
|
|
830,608
|
|
|
6.000% due
5/13/2014
|
|
|
695,000
|
|
|
711,896
|
|
|
4.200% due
11/20/2014
|
|
|
496,000
|
|
|
512,819
|
|
|
6.000% due
4/28/2015
|
|
|
3,753,000
|
|
|
4,010,002
|
|
|
4.000% due
7/24/2015
|
|
|
200,000
|
|
|
209,565
|
|
|
5.375% due
10/15/2015
|
|
|
1,000,000
|
|
|
1,078,672
|
|
|
5.750% due
10/18/2016
|
|
|
2,178,000
|
|
|
2,439,044
|
|
|
6.250% due
8/28/2017
|
|
|
1,045,000
|
|
|
1,209,083
|
|
|
5.950% due
12/28/2017
|
|
|
2,933,000
|
|
|
3,384,852
|
|
|
6.625% due
4/1/2018
|
|
|
10,152,000
|
|
|
11,968,924
|
|
|
7.300% due
5/13/2019
|
|
|
4,020,000
|
|
|
4,929,987
|
|
|
6.250% due
7/8/2019 (b)
|
|
|
139,000
|
|
|
144,630
|
|
|
5.625% due
9/23/2019
|
|
|
400,000
|
|
|
459,254
|
|
|
5.500% due
1/26/2020
|
|
|
10,000
|
|
|
11,303
|
|
|
3.500% due
10/15/2020 (b)
|
|
|
1,457,000
|
|
|
1,455,938
|
|
|
|
|
|
Mylan Inc.
|
|
|
|
|
|
|
|
|
7.875% due
7/15/2020 (d)
|
|
|
3,600,000
|
|
|
4,090,108
|
|
|
|
|
|
NASDAQ OMX Group,
Inc.
|
|
|
|
|
|
|
|
|
4.000% due
1/15/2015
|
|
|
250,000
|
|
|
258,488
|
|
|
|
|
|
National City Bank of
Indiana
|
|
|
|
|
|
|
|
|
4.250% due
7/1/2018
|
|
|
200,000
|
|
|
215,788
|
|
|
|
|
|
National Retail Properties
Inc.
|
|
|
|
|
|
|
|
|
6.875% due
10/15/2017
|
|
|
2,273,000
|
|
|
2,656,446
|
|
|
|
|
|
National Rural
Utilities
|
|
|
|
|
|
|
|
|
7.200% due
10/1/2015
|
|
|
30,000
|
|
|
32,714
|
|
|
|
|
|
NationsBank
Corp.
|
|
|
|
|
|
|
|
|
7.750% due
8/15/2015
|
|
|
2,251,000
|
|
|
2,491,515
|
|
|
|
|
|
NET Servicos de
|
|
|
|
|
|
|
|
|
Comunicacao
S.A.
|
|
|
|
|
|
|
|
|
7.500% due
1/27/2020
|
|
|
43,980,000
|
|
|
47,718,300
|
|
|
|
|
|
NIPSCO Capital Markets,
Inc.
|
|
|
|
|
|
|
|
|
7.860% due
3/27/2017
|
|
|
40,000
|
|
|
45,832
|
|
|
|
|
|
NiSource Finance
Corp.
|
|
|
|
|
|
|
|
|
5.400% due
7/15/2014
|
|
|
230,000
|
|
|
236,654
|
|
|
|
|
|
Northern Indiana
Public
|
|
|
|
|
|
|
|
|
Service
Co.
|
|
|
|
|
|
|
|
|
7.590% due
6/12/2017
|
|
|
182,000
|
|
|
207,519
|
|
|
|
|
|
Ohio Casualty
Corp.
|
|
|
|
|
|
|
|
|
7.300% due
6/15/2014
|
|
|
497,000
|
|
|
512,823
|
|
|
|
|
|
Owens Corning
|
|
|
|
|
|
|
|
|
6.500% due
12/1/2016
|
|
|
3,372,000
|
|
|
3,769,609
|
|
|
|
|
|
Petrobras Energia
S.A.
|
|
|
|
|
|
|
|
|
5.875% due
5/15/2017 (d)
|
|
|
13,500,000
|
|
|
14,310,000
|
|
|
5.875% due
5/15/2017
|
|
|
20,549,000
|
|
|
21,781,940
|
See Notes to Financial
Statements.
22
BOND FUND SCHEDULE OF INVESTMENTS
(Continued)
|
November 30,
2013
|
|
|
|
|
Principal
|
|
|
|
|
|
|
|
Amount
|
|
Value
|
BONDS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds (continued)
|
|
|
|
|
|
|
|
|
Petrobras Intl. Finance Co.
|
|
|
|
|
|
|
|
|
7.875% due
3/15/2019
|
|
$
|
11,150,000
|
|
$
|
12,895,945
|
|
|
5.750% due
1/20/2020
|
|
|
2,370,000
|
|
|
2,463,824
|
|
|
|
|
|
Petrohawk Energy
Corp.
|
|
|
|
|
|
|
|
|
7.875% due
6/1/2015
|
|
|
208,000
|
|
|
213,200
|
|
|
7.250% due
8/15/2018
|
|
|
41,891,000
|
|
|
45,347,007
|
|
|
6.250% due
6/1/2019
|
|
|
157,000
|
|
|
171,538
|
|
|
|
|
|
Pitney Bowes
Inc.
|
|
|
|
|
|
|
|
|
5.750% due
9/15/2017
|
|
|
67,000
|
|
|
74,200
|
|
|
6.250% due
3/15/2019
|
|
|
918,000
|
|
|
1,034,576
|
|
|
5.250% due
1/15/2037
|
|
|
43,717,000
|
|
|
46,589,600
|
|
|
|
|
|
Platinum
Underwriters
|
|
|
|
|
|
|
|
|
Finance,
Inc.
|
|
|
|
|
|
|
|
|
7.500% due
6/1/2017
|
|
|
15,017,000
|
|
|
16,954,944
|
|
|
|
|
|
PNC Funding
Corp.
|
|
|
|
|
|
|
|
|
5.250% due
11/15/2015
|
|
|
352,000
|
|
|
380,288
|
|
|
|
|
|
PNM Resources
Inc.
|
|
|
|
|
|
|
|
|
9.250% due
5/15/2015
|
|
|
617,000
|
|
|
685,641
|
|
|
|
|
|
PPL Energy Supply,
LLC
|
|
|
|
|
|
|
|
|
5.400% due
8/15/2014
|
|
|
15,000
|
|
|
15,503
|
|
|
6.500% due
5/1/2018
|
|
|
1,000,000
|
|
|
1,128,617
|
|
|
|
|
|
Principal Life
Income
|
|
|
|
|
|
|
|
|
Funding
Trusts
|
|
|
|
|
|
|
|
|
5.000% due
4/15/2014
|
|
|
30,000
|
|
|
30,419
|
|
|
5.000% due
4/15/2014
|
|
|
40,000
|
|
|
40,634
|
|
|
5.000% due
4/15/2014
|
|
|
5,000
|
|
|
5,071
|
|
|
3.398% due 4/1/2016
(a)
|
|
|
50,000
|
|
|
50,848
|
|
|
|
|
|
Prologis, Inc.
|
|
|
|
|
|
|
|
|
6.875% due
3/15/2020
|
|
|
4,000
|
|
|
4,792
|
|
|
|
|
|
Protective Life
Corp.
|
|
|
|
|
|
|
|
|
4.875% due
11/1/2014
|
|
|
820,000
|
|
|
846,918
|
|
|
|
|
|
Protective Life Secured
Trusts
|
|
|
|
|
|
|
|
|
4.250% due
3/15/2014
|
|
|
20,000
|
|
|
20,141
|
|
|
|
|
|
Provident Cos.,
Inc.
|
|
|
|
|
|
|
|
|
7.000% due
7/15/2018
|
|
|
1,057,000
|
|
|
1,225,154
|
|
|
|
|
|
|
|
|
|
|
|
Prudential Financial,
Inc.
|
|
|
|
|
|
|
|
|
6.200% due
1/15/2015
|
|
|
1,100,000
|
|
|
1,167,404
|
|
|
5.000% due
3/16/2015
|
|
|
140,000
|
|
|
146,012
|
|
|
8.875% due
6/15/2038 (a)
|
|
|
31,958,000
|
|
|
38,749,075
|
|
|
|
|
|
Prudential PLC
|
|
|
|
|
|
|
|
|
11.750% due
12/23/2014 (a) (e)
|
|
|
3,936,000
|
|
|
4,324,680
|
|
|
|
|
|
Qwest Corp.
|
|
|
|
|
|
|
|
|
7.500% due
10/1/2014
|
|
|
1,495,000
|
|
|
1,572,933
|
|
|
|
|
|
R.R. Donnelley & Sons
Co.
|
|
|
|
|
|
|
|
|
5.500% due
5/15/2015
|
|
|
3,314,000
|
|
|
3,487,985
|
|
|
8.600% due
8/15/2016
|
|
|
327,000
|
|
|
378,503
|
|
|
6.125% due
1/15/2017
|
|
|
2,791,000
|
|
|
3,038,701
|
|
|
|
|
|
Regions Bank / Birmingham
AL
|
|
|
|
|
|
|
|
|
7.500% due
5/15/2018
|
|
|
15,723,000
|
|
|
18,749,678
|
|
|
|
|
|
Regions Financial
Corp.
|
|
|
|
|
|
|
|
|
7.750% due
11/10/2014
|
|
|
2,787,000
|
|
|
2,959,042
|
|
|
|
|
|
Royal Bank of
Scotland
|
|
|
|
|
|
|
|
|
Group PLC
|
|
|
|
|
|
|
|
|
3.000% due
9/14/2022 (b)
|
|
|
20,000
|
|
|
19,987
|
|
|
|
|
|
Ryder System,
Inc.
|
|
|
|
|
|
|
|
|
5.850% due
3/1/2014
|
|
|
102,000
|
|
|
103,311
|
|
|
|
|
|
Seagate HDD
Cayman
|
|
|
|
|
|
|
|
|
7.750% due
12/15/2018
|
|
|
7,375,000
|
|
|
8,130,937
|
|
|
6.875% due
5/1/2020
|
|
|
11,272,000
|
|
|
12,258,300
|
|
|
|
|
|
Security Benefit Life
Insurance
|
|
|
|
|
|
|
|
|
8.750% due
5/15/2016 (d)
|
|
|
8,000,000
|
|
|
9,011,064
|
|
|
|
|
|
Seminole Indian Tribe of
Florida
|
|
|
|
|
|
|
|
|
8.030% due
10/1/2020 (d)
|
|
|
37,500,000
|
|
|
41,250,000
|
|
|
|
|
|
Skyway Concession Co.
LLC
|
|
|
|
|
|
|
|
|
0.528% due
6/30/2017 (a) (d)
|
|
|
11,275,000
|
|
|
10,062,937
|
|
|
|
|
|
SL Green Realty
Corp.
|
|
|
|
|
|
|
|
|
5.000% due
8/15/2018
|
|
|
16,015,000
|
|
|
17,195,578
|
See Notes to Financial
Statements.
23
BOND FUND SCHEDULE OF INVESTMENTS
(Continued)
|
November 30,
2013
|
|
|
|
|
Principal
|
|
|
|
|
|
|
|
Amount
|
|
Value
|
BONDS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds (continued)
|
|
|
|
|
|
|
|
|
SLM Corp.
|
|
|
|
|
|
|
|
|
4.300% due
12/15/2013
|
|
$
|
2,000
|
|
$
|
1,999
|
|
|
5.150% due
12/15/2013
|
|
|
60,000
|
|
|
59,980
|
|
|
5.250% due
12/15/2013
|
|
|
30,000
|
|
|
29,991
|
|
|
3.638% due 1/31/2014
(a)
|
|
|
127,000
|
|
|
126,864
|
|
|
4.700% due
3/15/2014
|
|
|
25,000
|
|
|
24,898
|
|
|
4.950% due
3/15/2014
|
|
|
15,000
|
|
|
14,949
|
|
|
5.150% due
3/15/2014
|
|
|
10,000
|
|
|
9,971
|
|
|
3.318% due
4/1/2014 (a)
|
|
|
155,000
|
|
|
154,242
|
|
|
3.898% due
6/2/2014 (a)
|
|
|
70,000
|
|
|
69,633
|
|
|
5.050% due
11/14/2014
|
|
|
142,000
|
|
|
146,970
|
|
|
3.268% due
12/15/2014 (a)
|
|
|
444,000
|
|
|
438,969
|
|
|
5.000% due
3/15/2015 (b)
|
|
|
11,000
|
|
|
10,848
|
|
|
5.000% due
4/15/2015
|
|
|
425,000
|
|
|
444,125
|
|
|
3.468% due
9/15/2015 (a)
|
|
|
90,000
|
|
|
88,678
|
|
|
5.000% due
9/15/2015
|
|
|
55,000
|
|
|
53,950
|
|
|
5.000% due
9/15/2015
|
|
|
140,000
|
|
|
137,319
|
|
|
5.000% due
9/15/2015
|
|
|
46,000
|
|
|
45,119
|
|
|
5.250% due
9/15/2015
|
|
|
75,000
|
|
|
73,879
|
|
|
3.568% due
12/15/2015 (a)
|
|
|
128,000
|
|
|
127,661
|
|
|
5.150% due
3/15/2017
|
|
|
3,085,000
|
|
|
2,992,450
|
|
|
4.800% due
6/15/2017 (b)
|
|
|
59,000
|
|
|
56,216
|
|
|
5.100% due
6/15/2017 (b)
|
|
|
35,000
|
|
|
33,676
|
|
|
4.700% due
12/15/2017 (b)
|
|
|
33,000
|
|
|
30,980
|
|
|
5.250% due
3/15/2018
|
|
|
5,000
|
|
|
4,762
|
|
|
5.450% due
3/15/2018
|
|
|
74,000
|
|
|
70,998
|
|
|
5.600% due
3/15/2018
|
|
|
30,000
|
|
|
28,951
|
|
|
5.000% due
6/15/2018
|
|
|
168,000
|
|
|
167,944
|
|
|
5.600% due
6/15/2018
|
|
|
29,000
|
|
|
27,832
|
|
|
8.450% due
6/15/2018
|
|
|
9,790,000
|
|
|
11,405,350
|
|
|
5.200% due
12/15/2018 (b)
|
|
|
30,000
|
|
|
27,970
|
|
|
5.450% due
12/15/2018 (b)
|
|
|
46,000
|
|
|
43,371
|
|
|
5.250% due
3/15/2019
|
|
|
42,000
|
|
|
38,995
|
|
|
5.500% due
3/15/2019
|
|
|
800,000
|
|
|
752,080
|
|
|
5.500% due
3/15/2019 (b)
|
|
|
375,000
|
|
|
369,283
|
|
|
5.900% due
3/15/2019 (b)
|
|
|
30,000
|
|
|
28,727
|
|
|
6.000% due
3/15/2019 (b)
|
|
|
110,000
|
|
|
105,776
|
|
|
6.000% due
3/15/2019 (b)
|
|
|
61,000
|
|
|
58,658
|
|
|
6.200% due
3/15/2019 (b)
|
|
|
44,000
|
|
|
42,699
|
|
|
6.250% due
3/15/2019 (b)
|
|
|
20,000
|
|
|
19,453
|
|
|
5.190% due
4/24/2019
|
|
|
731,000
|
|
|
711,605
|
|
|
3.768% due
5/3/2019 (a)
|
|
|
217,000
|
|
|
208,774
|
|
|
5.000% due
6/15/2019
|
|
|
158,000
|
|
|
144,376
|
|
|
5.000% due
6/15/2019
|
|
|
48,000
|
|
|
43,861
|
|
|
5.150% due
6/15/2019
|
|
|
11,000
|
|
|
10,071
|
|
|
6.000% due
6/15/2019
|
|
|
25,000
|
|
|
23,947
|
|
|
6.000% due
6/15/2019
|
|
|
94,000
|
|
|
90,041
|
|
|
5.500% due
9/15/2019
|
|
|
5,000
|
|
|
4,647
|
|
|
6.000% due
9/15/2019
|
|
|
43,000
|
|
|
41,000
|
|
|
8.000% due
3/25/2020
|
|
|
20,888,000
|
|
|
23,707,880
|
|
|
6.000% due
9/15/2020 (b)
|
|
|
15,000
|
|
|
14,110
|
|
|
6.250% due
9/15/2020 (b)
|
|
|
154,000
|
|
|
146,922
|
|
|
6.500% due
12/15/2020 (b)
|
|
|
71,000
|
|
|
71,032
|
|
|
6.750% due
12/15/2020 (b)
|
|
|
306,000
|
|
|
299,228
|
|
|
6.750% due
12/15/2020 (b)
|
|
|
95,000
|
|
|
92,898
|
|
|
6.000% due
6/15/2021 (b)
|
|
|
67,000
|
|
|
65,000
|
|
|
6.000% due
6/15/2021
|
|
|
40,000
|
|
|
36,539
|
|
|
6.000% due
6/15/2021
|
|
|
251,000
|
|
|
229,253
|
|
|
6.000% due
6/15/2021
|
|
|
381,000
|
|
|
349,510
|
|
|
6.150% due
6/15/2021
|
|
|
271,000
|
|
|
251,089
|
|
|
6.150% due
6/15/2021
|
|
|
152,000
|
|
|
140,832
|
|
|
7.000% due
6/15/2021 (b)
|
|
|
194,000
|
|
|
189,962
|
|
|
7.250% due
1/25/2022
|
|
|
805,000
|
|
|
853,300
|
|
|
5.400% due
4/25/2023 (b)
|
|
|
70,000
|
|
|
59,848
|
|
|
|
|
|
Springleaf Finance
Corp.
|
|
|
|
|
|
|
|
|
6.900% due
12/15/2017
|
|
|
1,000,000
|
|
|
1,080,000
|
|
|
|
|
|
StanCorp Financial Group,
Inc.
|
|
|
|
|
|
|
|
|
6.900% due
6/1/2067 (a)
|
|
|
401,000
|
|
|
398,995
|
|
|
|
|
|
State Bank of
India/London
|
|
|
|
|
|
|
|
|
4.125% due
8/1/2017 (d)
|
|
|
8,000,000
|
|
|
8,110,272
|
|
|
|
|
|
Steelcase Inc.
|
|
|
|
|
|
|
|
|
6.375% due
2/15/2021
|
|
|
787,000
|
|
|
869,208
|
|
|
|
|
|
Sunoco, Inc.
|
|
|
|
|
|
|
|
|
4.875% due
10/15/2014
|
|
|
2,495,000
|
|
|
2,577,617
|
|
|
9.625% due
4/15/2015
|
|
|
6,466,000
|
|
|
7,200,725
|
|
|
|
|
|
SunTrust Bank
|
|
|
|
|
|
|
|
|
5.000% due
9/1/2015
|
|
|
690,000
|
|
|
734,447
|
|
|
5.450% due
12/1/2017
|
|
|
51,000
|
|
|
56,218
|
|
|
|
|
|
Susa Partnership
L.P.
|
|
|
|
|
|
|
|
|
8.200% due
6/1/2017
|
|
|
16,000
|
|
|
19,098
|
|
|
7.450% due
7/1/2018
|
|
|
130,000
|
|
|
155,863
|
|
|
|
|
|
Tech Data Corp.
|
|
|
|
|
|
|
|
|
3.750% due
9/21/2017
|
|
|
4,301,000
|
|
|
4,425,587
|
See Notes to Financial
Statements.
24
BOND FUND SCHEDULE OF INVESTMENTS
(Continued)
|
November 30,
2013
|
|
|
|
|
Principal
|
|
|
|
|
|
|
|
Amount
|
|
Value
|
BONDS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds (continued)
|
|
|
|
|
|
|
|
|
Telecom Italia
|
|
|
|
|
|
|
|
|
6.175% due
6/18/2014
|
|
$
|
1,805,000
|
|
$
|
1,849,109
|
|
|
6.999% due
6/4/2018
|
|
|
28,868,000
|
|
|
31,916,663
|
|
|
7.175% due
6/18/2019
|
|
|
1,480,000
|
|
|
1,652,398
|
|
|
|
|
|
Textron Financial
Corp.
|
|
|
|
|
|
|
|
|
5.125% due
8/15/2014
|
|
|
135,000
|
|
|
138,747
|
|
|
6.200% due
3/15/2015
|
|
|
14,000
|
|
|
14,920
|
|
|
|
|
|
Transatlantic Holdings,
Inc.
|
|
|
|
|
|
|
|
|
5.750% due
12/14/2015
|
|
|
2,590,000
|
|
|
2,822,724
|
|
|
|
|
|
21st Century Insurance
Group
|
|
|
|
|
|
|
|
|
5.900% due
12/15/2013
|
|
|
363,000
|
|
|
363,543
|
|
|
|
|
|
UDR, Inc.
|
|
|
|
|
|
|
|
|
5.500% due
4/1/2014
|
|
|
421,000
|
|
|
427,156
|
|
|
5.250% due
1/15/2015
|
|
|
690,000
|
|
|
721,067
|
|
|
|
|
|
Unitrin, Inc.
|
|
|
|
|
|
|
|
|
6.000% due
11/30/2015
|
|
|
10,185,000
|
|
|
10,944,750
|
|
|
6.000% due
5/15/2017
|
|
|
8,974,000
|
|
|
9,965,223
|
|
|
|
|
|
Unum Group
|
|
|
|
|
|
|
|
|
7.125% due
9/30/2016
|
|
|
2,200,000
|
|
|
2,514,842
|
|
|
|
|
|
Warner Chilcott Co.
LLC
|
|
|
|
|
|
|
|
|
7.750% due
9/15/2018
|
|
|
46,392,000
|
|
|
50,509,290
|
|
|
|
|
|
Weingarten Realty
Investors
|
|
|
|
|
|
|
|
|
4.857% due
1/15/2014
|
|
|
807,000
|
|
|
810,692
|
|
|
|
|
|
Wells Fargo &
Co.
|
|
|
|
|
|
|
|
|
7.980% due
3/15/2018 (a) (e)
|
|
|
46,026,000
|
|
|
51,664,185
|
|
|
|
|
|
Western Union
Co.
|
|
|
|
|
|
|
|
|
5.930% due
10/1/2016
|
|
|
33,095,000
|
|
|
36,995,676
|
|
|
|
|
|
Westinghouse
Credit
|
|
|
|
|
|
|
|
|
8.875% due
6/14/2014
|
|
|
93,000
|
|
|
96,994
|
|
|
|
|
|
Westvaco Corp.
|
|
|
|
|
|
|
|
|
7.650% due
3/15/2027
|
|
|
268,000
|
|
|
284,454
|
|
|
7.500% due
6/15/2027
|
|
|
796,000
|
|
|
839,760
|
|
|
|
|
|
Weyerhaeuser Co.
|
|
|
|
|
|
|
|
|
6.950% due
8/1/2017
|
|
|
195,000
|
|
|
227,848
|
|
|
|
|
|
|
|
|
|
|
|
White Mountains Re Group,
Ltd.
|
|
|
|
|
|
|
|
|
6.375% due
3/20/2017 (d)
|
|
|
18,996,000
|
|
|
20,874,400
|
|
|
|
|
|
Willis N.A. Inc.
|
|
|
|
|
|
|
|
|
6.200% due
3/28/2017
|
|
|
1,801,000
|
|
|
1,982,321
|
|
|
|
|
|
WPP Finance UK
|
|
|
|
|
|
|
|
|
5.875% due
6/15/2014
|
|
|
505,000
|
|
|
518,814
|
|
|
|
|
|
Wyndham
Worldwide
|
|
|
|
|
|
|
|
|
6.000% due
12/1/2016
|
|
|
2,615,000
|
|
|
2,897,799
|
|
|
5.750% due
2/1/2018
|
|
|
2,020,000
|
|
|
2,232,453
|
|
|
|
|
|
Wynn Las Vegas
LLC
|
|
|
|
|
|
|
|
|
7.875% due
5/1/2020
|
|
|
3,615,000
|
|
|
3,990,056
|
|
|
7.750% due
8/15/2020
|
|
|
41,546,000
|
|
|
46,323,790
|
|
|
|
|
|
XL Capital
|
|
|
|
|
|
|
|
|
5.250% due
9/15/2014
|
|
|
4,220,000
|
|
|
4,373,608
|
|
|
|
|
|
Zions
Bancorporation
|
|
|
|
|
|
|
|
|
3.400% due
6/30/2014
|
|
|
15,000
|
|
|
15,032
|
|
|
7.750% due
9/23/2014
|
|
|
14,349,000
|
|
|
15,072,376
|
|
|
3.500% due
9/15/2015
|
|
|
4,790,000
|
|
|
4,783,332
|
|
|
2.550% due
11/16/2015
|
|
|
1,966,000
|
|
|
1,966,594
|
|
|
5.500% due
5/10/2016
|
|
|
2,943,000
|
|
|
2,934,409
|
|
|
2.750% due
5/16/2016
|
|
|
11,315,000
|
|
|
11,333,647
|
|
|
4.000% due
6/20/2016
|
|
|
60,000
|
|
|
62,609
|
|
|
5.000% due
8/1/2016
|
|
|
3,650,000
|
|
|
3,652,183
|
|
|
5.250% due
11/7/2016
|
|
|
1,158,000
|
|
|
1,156,641
|
|
|
3.050% due
2/15/2017
|
|
|
3,700,000
|
|
|
3,716,446
|
|
|
4.500% due
3/27/2017
|
|
|
1,125,000
|
|
|
1,206,846
|
|
|
|
|
|
Total Corporate
Bonds
|
|
|
|
|
|
1,931,230,456
|
|
|
|
|
Federal Agency Mortgage-
|
|
|
|
|
|
|
|
|
Backed Securities - 0.0%
|
|
|
|
|
|
|
|
|
Fannie Mae
|
|
|
|
|
|
|
|
|
6.000% due
8/1/2014,
|
|
|
|
|
|
|
|
|
Pool
#25-5434F
|
|
|
2,860
|
|
|
2,904
|
|
|
7.000% due
7/1/2015,
|
|
|
|
|
|
|
|
|
Pool
#53-5461F
|
|
|
2,824
|
|
|
2,902
|
|
|
8.000% due
9/1/2015,
|
|
|
|
|
|
|
|
|
Pool
#53-5460F
|
|
|
6,506
|
|
|
6,739
|
|
|
6.500% due
1/1/2019,
|
|
|
|
|
|
|
|
|
Pool
#76-9194F
|
|
|
50,295
|
|
|
53,902
|
See Notes to Financial
Statements.
25
BOND FUND SCHEDULE OF INVESTMENTS
(Continued)
|
November 30,
2013
|
|
|
|
|
Principal
|
|
|
|
|
|
|
|
Amount
|
|
Value
|
BONDS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Agency Mortgage-
|
|
|
|
|
|
|
|
|
Backed Securities (continued)
|
|
|
|
|
|
Fannie Mae (continued)
|
|
|
|
|
|
|
|
|
6.000% due
10/1/2037,
|
|
|
|
|
|
|
|
|
Pool
#88-8736F
|
|
$
|
284,073
|
|
$
|
304,581
|
|
|
6.000% due
3/1/2038,
|
|
|
|
|
|
|
|
|
Pool
#25-7134F
|
|
|
194,731
|
|
|
208,534
|
|
|
|
|
|
Freddie Mac
|
|
|
|
|
|
|
|
|
4.500% due
5/1/2018,
|
|
|
|
|
|
|
|
|
Pool
#P1-0032
|
|
|
36,855
|
|
|
37,879
|
|
|
6.500% due
12/1/2018,
|
|
|
|
|
|
|
|
|
Pool
#C9-0241
|
|
|
35,675
|
|
|
39,572
|
|
|
6.000% due
11/1/2021,
|
|
|
|
|
|
|
|
|
Pool
#G1-2449
|
|
|
62,284
|
|
|
68,117
|
|
|
6.000% due
2/1/2022,
|
|
|
|
|
|
|
|
|
Pool
#G1-2758
|
|
|
110,398
|
|
|
120,683
|
|
|
|
|
|
Ginnie Mae
|
|
|
|
|
|
|
|
|
5.500% due
6/15/2017,
|
|
|
|
|
|
|
|
|
Pool
#58-4476X
|
|
|
1,427
|
|
|
1,525
|
|
|
5.500% due
7/20/2018,
|
|
|
|
|
|
|
|
|
Pool
#00-3411M
|
|
|
11,194
|
|
|
11,949
|
|
|
7.000% due
5/15/2033,
|
|
|
|
|
|
|
|
|
Pool
#78-2071X
|
|
|
48,777
|
|
|
58,417
|
|
|
5.500% due
6/20/2038,
|
|
|
|
|
|
|
|
|
Pool
#00-4163M
|
|
|
47,542
|
|
|
50,250
|
|
|
|
|
|
Total Federal Agency Mortgage-
|
|
|
|
|
|
|
Backed
Securities
|
|
|
|
|
|
967,954
|
|
|
|
|
Taxable Municipal Bonds - 2.6%
|
|
|
|
|
|
|
Casino Reinvestment
|
|
|
|
|
|
|
|
|
Development
Authority NJ
|
|
|
|
|
|
|
5.340% due
6/1/2020
|
|
|
2,990,000
|
|
|
2,950,054
|
|
|
|
|
|
City of Detroit MI Water Supply
|
|
|
|
|
|
|
System
Revenue
|
|
|
|
|
|
|
|
|
3.607% due
7/1/2016
|
|
|
500,000
|
|
|
497,385
|
|
|
|
|
|
County of Reeves TX
Certs.
|
|
|
|
|
|
|
|
|
of
Participation
|
|
|
|
|
|
|
|
|
4.800% due
12/1/2013
|
|
|
5,000
|
|
|
5,000
|
|
|
5.150% due
12/1/2014
|
|
|
20,000
|
|
|
20,106
|
|
|
6.150% due
12/1/2015
|
|
|
930,000
|
|
|
962,057
|
|
|
7.000% due
12/1/2015
|
|
|
10,000
|
|
|
10,576
|
|
|
6.000% due
12/1/2016
|
|
|
75,000
|
|
|
78,129
|
|
|
5.000% due
12/1/2017
|
|
|
45,000
|
|
|
43,765
|
|
|
6.250% due
12/1/2017
|
|
|
20,000
|
|
|
20,358
|
|
|
7.400% due
12/1/2017
|
|
|
135,000
|
|
|
142,141
|
|
|
6.500% due
12/1/2018
|
|
|
80,000
|
|
|
81,648
|
|
|
7.500% due
12/1/2018
|
|
|
15,000
|
|
|
15,643
|
|
|
6.750% due
12/1/2019
|
|
|
585,000
|
|
|
598,502
|
|
|
6.125% due
12/1/2020
|
|
|
375,000
|
|
|
384,529
|
|
|
6.875% due
12/1/2020
|
|
|
320,000
|
|
|
327,526
|
|
|
6.375% due
12/1/2021
|
|
|
15,000
|
|
|
14,516
|
|
|
7.000% due
12/1/2021
|
|
|
140,000
|
|
|
143,221
|
|
|
7.700% due
12/1/2021
|
|
|
2,890,000
|
|
|
3,010,051
|
|
|
|
|
|
Garza County TX
Public
|
|
|
|
|
|
|
|
|
Facility
Corp.
|
|
|
|
|
|
|
|
|
6.200% due
10/1/2020
|
|
|
1,335,000
|
|
|
1,354,037
|
|
|
|
|
|
Lancaster PA Parking
Authority
|
|
|
|
|
|
|
|
|
5.760% due
12/1/2017
|
|
|
525,000
|
|
|
551,854
|
|
|
|
|
|
LL & P Wind Energy,
Inc. WA
|
|
|
|
|
|
|
|
|
5.733% due
12/1/2017 (d)
|
|
|
395,000
|
|
|
401,715
|
|
|
5.983% due
12/1/2022 (d)
|
|
|
7,295,000
|
|
|
7,242,695
|
|
|
|
|
|
Los Angeles CA
Community
|
|
|
|
|
|
|
|
|
College
District
|
|
|
|
|
|
|
|
|
4.760% due
8/1/2015
|
|
|
40,000
|
|
|
40,946
|
|
|
|
|
|
Puerto Rico
Commonwealth
|
|
|
|
|
|
|
|
|
Govt.
Development Bank
|
|
|
|
|
|
|
|
|
4.704% due
5/1/2016
|
|
|
24,080,000
|
|
|
20,457,164
|
|
|
3.875% due
2/1/2017
|
|
|
8,000,000
|
|
|
6,300,640
|
|
|
4.375% due
2/1/2019
|
|
|
12,395,000
|
|
|
8,979,682
|
|
|
|
|
|
Willacy County TX
Local
|
|
|
|
|
|
|
|
|
Govt.
Corp.
|
|
|
|
|
|
|
|
|
7.800% due
12/1/2028
|
|
|
60,000
|
|
|
61,297
|
|
|
|
|
|
Willacy County TX
Public
|
|
|
|
|
|
|
|
|
Facility
Corp.
|
|
|
|
|
|
|
|
|
5.000% due
12/1/2015
|
|
|
1,230,000
|
|
|
1,262,570
|
|
|
6.000% due
12/1/2016
|
|
|
1,330,000
|
|
|
1,381,112
|
|
|
6.000% due
12/1/2017
|
|
|
240,000
|
|
|
250,879
|
|
|
|
|
|
Total Taxable Municipal
Bonds
|
|
|
|
|
|
57,589,798
|
|
|
|
|
|
TOTAL BONDS
|
|
|
|
|
|
|
|
|
(COST
$2,169,060,002)
|
|
|
|
|
|
2,192,728,396
|
See Notes to Financial
Statements.
26
BOND FUND SCHEDULE OF INVESTMENTS
(Continued)
|
November 30,
2013
|
|
|
|
|
Shares
|
|
Value
|
SHORT-TERM INVESTMENTS - 0.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Funds - 0.3%
|
|
|
|
|
|
|
|
|
Fidelity Money Market
Portfolio
|
|
|
|
|
|
|
|
|
Class I, 0.045%
(f)
|
|
|
8,066,748
|
|
$
|
8,066,748
|
|
|
|
|
|
Total Money Market
Funds
|
|
|
|
|
|
8,066,748
|
|
|
|
|
|
TOTAL SHORT-TERM INVESTMENTS
|
|
|
|
|
|
(COST
$8,066,748)
|
|
|
|
|
|
8,066,748
|
|
|
|
|
|
TOTAL INVESTMENTS -
97.7%
|
|
|
|
|
|
|
|
|
(COST
$2,177,126,750)
|
|
|
|
|
|
2,200,795,144
|
|
|
|
|
|
NET OTHER ASSETS
AND
|
|
|
|
|
|
|
|
|
LIABILITIES -
2.3%
|
|
|
|
|
|
51,267,205
|
|
|
|
|
|
NET ASSETS -
100.0%
|
|
|
|
|
$
|
2,252,062,349
|
(a)
|
Interest rate shown represents the current coupon rate
at November 30, 2013.
|
(b)
|
Security is a step-up bond where the coupon increases
or steps up at a predetermined date.
|
(c)
|
Zero-coupon security.
|
(d)
|
Security is exempt from registration under Rule 144A
under the Securities Act of 1933. This security may be resold in
transactions that are exempt from registration, normally to qualified
institutional buyers.
|
(e)
|
Perpetual maturity, date shown represents next
contractual call date.
|
(f)
|
Interest rate shown represents the 7-day yield at
November 30, 2013.
|
PLC: Public Limited Company
See Notes to Financial
Statements.
27
FUND EXPENSE EXAMPLES
(Unaudited)
|
November 30,
2013
|
Example
A Fund shareholder may incur two types
of costs: (1) transaction costs such as redemption fees; and (2) ongoing costs,
including management fees and other Fund expenses. This example is intended to
help you understand your ongoing costs (in dollars) of investing in a Fund and
to compare these costs with the ongoing costs of investing in other mutual
funds.
The example is based on an investment
of $1,000 invested at the beginning of the period and held for the entire period
from June 1, 2013 to November 30, 2013.
Actual Expenses
The first line of the table below under
each Fund provides information about actual account values and actual expenses
for such Fund. You may use the information in this line, together with the
amount you invested, to estimate the expenses that you paid over the period.
Simply divide your account value by $1,000 (for example, an $8,600 account value
divided by $1,000 = 8.6), then multiply the result by the number in the first
line under the heading entitled Expenses Paid During Period to estimate the
expenses you paid on your account during this period.
Hypothetical Example for Comparison
Purposes
The second line of the table below
under each Fund provides information about hypothetical account values and
hypothetical expenses based on such Funds actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Funds actual
return. The hypothetical account values and expenses may not be used to estimate
the actual ending account balance or expenses you paid for the period. You may
use this information to compare the ongoing costs of investing in each Fund and
other funds. To do so, compare the 5% hypothetical example with the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in
the table are meant to highlight your ongoing costs only and do not reflect any
transactional costs, such as redemption fees. Therefore, the second line of the
table is useful in comparing ongoing costs only, and will not help you determine
the relative costs of owning different funds. In addition, if these
transactional costs were included, your costs would have been higher.
|
|
Beginning
|
|
Ending
|
|
Expenses Paid During
|
|
|
Account Value
|
|
Account Value
|
|
Period*
|
|
|
06/01/13
|
|
11/30/13
|
|
06/01/13-11/30/13
|
Thompson LargeCap Fund
|
|
|
|
|
|
|
Actual
|
|
$1,000.00
|
|
$1,118.08
|
|
$6.37
|
Hypothetical (5% return
before expenses)
|
|
$1,000.00
|
|
$1,018.98
|
|
$6.07
|
Thompson MidCap
Fund
|
|
|
|
|
|
|
Actual
|
|
$1,000.00
|
|
$1,132.18
|
|
$6.95
|
Hypothetical (5% return before expenses)
|
|
$1,000.00
|
|
$1,018.48
|
|
$6.58
|
Thompson Bond Fund
|
|
|
|
|
|
|
Actual
|
|
$1,000.00
|
|
$1,006.69
|
|
$3.72
|
Hypothetical (5% return
before expenses)
|
|
$1,000.00
|
|
$1,021.29
|
|
$3.75
|
*
|
Expenses are equal to
the annualized [net] expense ratio for each Fund (LargeCap Fund: 1.20%;
MidCap Fund: 1.30%; and Bond Fund: 0.74%), multiplied by the average
account value over the period, multiplied by 183/365 (to reflect the
one-half year period).
|
|
|
For more information,
please refer to the Funds Prospectus.
|
See Notes to Financial
Statements.
28
STATEMENTS OF ASSETS AND
LIABILITIES
|
November 30, 2013
(In
thousands, except per share amounts)
|
|
|
LARGECAP
|
|
MIDCAP
|
|
BOND
|
|
|
FUND
|
|
FUND
|
|
FUND
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
investments in securities, at value (Cost $104,633, $31,090 and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$2,177,127, respectively)
|
|
|
$
|
124,940
|
|
|
|
|
$
|
37,797
|
|
|
$
|
2,200,795
|
Due from sale of
securities
|
|
|
|
3,225
|
|
|
|
|
|
4
|
|
|
|
4,577
|
Receivable from fund shares sold
|
|
|
|
13
|
|
|
|
|
|
3
|
|
|
|
24,937
|
Dividends and
interest receivable
|
|
|
|
225
|
|
|
|
|
|
42
|
|
|
|
33,487
|
Prepaid
expenses
|
|
|
|
9
|
|
|
|
|
|
5
|
|
|
|
93
|
Total Assets
|
|
|
|
128,412
|
|
|
|
|
|
37,851
|
|
|
|
2,263,889
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due on purchase of
securities
|
|
|
|
3,461
|
|
|
|
|
|
184
|
|
|
|
6,947
|
Payable
for fund shares redeemed
|
|
|
|
4
|
|
|
|
|
|
1
|
|
|
|
3,531
|
Accrued expenses
payable
|
|
|
|
41
|
|
|
|
|
|
33
|
|
|
|
137
|
Due to
Advisor
|
|
|
|
108
|
|
|
|
|
|
25
|
|
|
|
1,212
|
Total Liabilities
|
|
|
|
3,614
|
|
|
|
|
|
243
|
|
|
|
11,827
|
NET ASSETS
|
|
|
$
|
124,798
|
|
|
|
|
$
|
37,608
|
|
|
$
|
2,252,062
|
Net Assets consist
of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
stock ($.001 par value)
|
|
|
$
|
171,980
|
|
|
|
|
$
|
27,121
|
|
|
$
|
2,201,067
|
Undistributed net
investment income
|
|
|
|
364
|
|
|
|
|
|
|
|
|
|
21,532
|
Accumulated net realized gain (loss) on investments
|
|
|
|
(67,853
|
)
|
|
|
|
|
3,780
|
|
|
|
5,795
|
Net unrealized
appreciation on investments
|
|
|
|
20,307
|
|
|
|
|
|
6,707
|
|
|
|
23,668
|
Net Assets
|
|
|
$
|
124,798
|
|
|
|
|
$
|
37,608
|
|
|
$
|
2,252,062
|
Shares of capital
stock outstanding (unlimited shares authorized)
|
|
|
|
2,685
|
|
|
|
|
|
2,679
|
|
|
|
189,031
|
Offering and redemption price/Net asset value per share
|
|
|
$
|
46.47
|
|
|
|
|
$
|
14.04
|
|
|
$
|
11.91
|
See Notes to Financial
Statements.
29
STATEMENTS OF OPERATIONS
|
Year Ended November 30, 2013
(In
thousands)
|
|
|
LARGECAP
|
|
MIDCAP
|
|
BOND
|
|
|
FUND
|
|
FUND
|
|
FUND
|
Investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
(1)
|
|
|
$
|
1,854
|
|
|
|
|
$
|
392
|
|
|
|
$
|
|
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,058
|
|
|
|
|
|
1,854
|
|
|
|
|
|
392
|
|
|
|
|
80,058
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment advisory fees
|
|
|
|
1,049
|
|
|
|
|
|
306
|
|
|
|
|
10,766
|
|
Shareholder servicing
costs
|
|
|
|
32
|
|
|
|
|
|
40
|
|
|
|
|
1,163
|
|
Administrative & accounting services fees
|
|
|
|
118
|
|
|
|
|
|
45
|
|
|
|
|
538
|
|
Custody fees
|
|
|
|
15
|
|
|
|
|
|
8
|
|
|
|
|
173
|
|
Federal
& state registration
|
|
|
|
40
|
|
|
|
|
|
34
|
|
|
|
|
133
|
|
Directors fees
|
|
|
|
23
|
|
|
|
|
|
19
|
|
|
|
|
101
|
|
Professional fees
|
|
|
|
38
|
|
|
|
|
|
36
|
|
|
|
|
70
|
|
Other expenses
|
|
|
|
35
|
|
|
|
|
|
11
|
|
|
|
|
390
|
|
Total expenses
|
|
|
|
1,350
|
|
|
|
|
|
499
|
|
|
|
|
13,334
|
|
Less expenses reimbursed by Advisor
|
|
|
|
(2
|
)
|
|
|
|
|
(101
|
)
|
|
|
|
|
|
Net expenses
|
|
|
|
1,348
|
|
|
|
|
|
398
|
|
|
|
|
13,334
|
|
Net investment income (loss)
|
|
|
|
506
|
|
|
|
|
|
(6
|
)
|
|
|
|
66,724
|
|
Net realized gain on investments
|
|
|
|
15,555
|
|
|
|
|
|
4,145
|
|
|
|
|
7,031
|
|
Net unrealized
appreciation (depreciation) on investments
|
|
|
|
17,741
|
|
|
|
|
|
5,045
|
|
|
|
|
(17,723
|
)
|
Net gain (loss) on
investments
|
|
|
|
33,296
|
|
|
|
|
|
9,190
|
|
|
|
|
(10,692
|
)
|
Net increase in net assets
resulting from operations
|
|
|
$
|
33,802
|
|
|
|
|
$
|
9,184
|
|
|
|
$
|
56,032
|
|
|
|
(1)
Net of foreign withholding taxes
|
|
|
$
|
7
|
|
|
|
|
$
|
1
|
|
|
|
$
|
|
|
See Notes to Financial
Statements.
30
STATEMENTS OF CHANGES IN NET
ASSETS
|
(In
thousands)
|
|
|
LARGECAP
|
|
MIDCAP
|
|
BOND
|
|
|
FUND
|
|
FUND
|
|
FUND
|
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
Year Ended
|
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
November 30,
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
(loss)
|
|
|
$
|
506
|
|
|
|
|
$
|
509
|
|
|
|
|
$
|
(6
|
)
|
|
|
|
$
|
(6
|
)
|
|
|
|
$
|
66,724
|
|
|
|
|
$
|
35,828
|
|
|
Net
realized gain on investments
|
|
|
|
15,555
|
|
|
|
|
|
12,001
|
|
|
|
|
|
4,145
|
|
|
|
|
|
2,194
|
|
|
|
|
|
7,031
|
|
|
|
|
|
2,478
|
|
|
Net unrealized appreciation
(depreciation)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on investments
|
|
|
|
17,741
|
|
|
|
|
|
756
|
|
|
|
|
|
5,045
|
|
|
|
|
|
314
|
|
|
|
|
|
(17,723
|
)
|
|
|
|
|
44,436
|
|
|
Net
increase in net assets resulting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
from operations
|
|
|
|
33,802
|
|
|
|
|
|
13,266
|
|
|
|
|
|
9,184
|
|
|
|
|
|
2,502
|
|
|
|
|
|
56,032
|
|
|
|
|
|
82,742
|
|
|
Distributions to Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from net
investment income
|
|
|
|
(538
|
)
|
|
|
|
|
(359
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(57,323
|
)
|
|
|
|
|
(31,675
|
)
|
|
Distributions from net
realized gains on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
securities transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,062
|
)
|
|
|
|
|
(1,957
|
)
|
|
|
|
|
(2,354
|
)
|
|
|
|
|
(1,596
|
)
|
|
Total distributions to
shareholders
|
|
|
|
(538
|
)
|
|
|
|
|
(359
|
)
|
|
|
|
|
(2,062
|
)
|
|
|
|
|
(1,957
|
)
|
|
|
|
|
(59,677
|
)
|
|
|
|
|
(33,271
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Share Transactions (See Note 4)
|
|
|
|
(8,076
|
)
|
|
|
|
|
(17,383
|
)
|
|
|
|
|
5,931
|
|
|
|
|
|
6,390
|
|
|
|
|
|
963,424
|
|
|
|
|
|
586,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Increase (Decrease) in Net Assets
|
|
|
|
25,188
|
|
|
|
|
|
(4,476
|
)
|
|
|
|
|
13,053
|
|
|
|
|
|
6,935
|
|
|
|
|
|
959,779
|
|
|
|
|
|
636,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
|
99,610
|
|
|
|
|
|
104,086
|
|
|
|
|
|
24,555
|
|
|
|
|
|
17,620
|
|
|
|
|
|
1,292,283
|
|
|
|
|
|
656,030
|
|
|
End of period
|
|
|
$
|
124,798
|
|
|
|
|
$
|
99,610
|
|
|
|
|
$
|
37,608
|
|
|
|
|
$
|
24,555
|
|
|
|
|
$
|
2,252,062
|
|
|
|
|
$
|
1,292,283
|
|
|
Undistributed net investment
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
included in net assets at end of period
|
|
|
$
|
364
|
|
|
|
|
$
|
396
|
|
|
|
|
$
|
|
|
|
|
|
$
|
(6
|
)
|
|
|
|
$
|
21,532
|
|
|
|
|
$
|
10,999
|
|
|
See Notes to Financial
Statements.
31
NOTES TO FINANCIAL
STATEMENTS
|
November 30,
2013
|
NOTE 1 - ORGANIZATION
Thompson IM Funds, Inc. (the Company)
is a Wisconsin corporation registered under the Investment Company Act of 1940,
as amended (the 1940 Act), as an open-end, diversified management investment
company.
The Company consists of separate mutual
funds series (each, a Fund, and collectively, the Funds): Thompson LargeCap
Fund (the LargeCap Fund), Thompson MidCap Fund (the MidCap Fund) and
Thompson Bond Fund (the Bond Fund). The assets and liabilities of each Fund
are segregated and a shareholders interest is limited to the Fund in which the
shareholder owns shares. The objectives and strategies of each Fund are
described in the Funds Prospectus.
NOTE 2 - SIGNIFICANT ACCOUNTING
POLICIES
The following is a summary of
significant accounting policies followed by the Funds in the preparation of
their financial statements.
SECURITY VALUATION - Each Funds
investments are valued at their market prices (generally the last reported sales
price on the exchange where the securities are primarily traded or, for
Nasdaq-listed securities, at their Nasdaq Official Closing Prices) or, where
market quotations are not readily available or are unreliable, at fair value as
determined in good faith pursuant to procedures established by the Funds Board
of Directors (the Funds Board). Market quotations for the common stocks in
which the Funds invest are nearly always readily available; however, market
quotations for debt securities are often not readily available. Fair values of
debt securities are typically based on valuations published by an independent
pricing service, which uses various valuation methodologies such as matrix
pricing and other analytical pricing models as well as market transactions and
dealer quotations. Debt securities with remaining maturities of 60 days or less
are generally valued at amortized cost basis. Exchange-traded options are valued
at the last reported sale price on an exchange on which the option is traded. If
no sales are reported on a particular day, the mean between the highest bid and
lowest asked quotations at the close of the exchanges will be used. Investments
in money market mutual funds are generally priced at the ending NAV provided by
the service agent of the funds.
When a security is fair valued,
consideration is given to the facts and circumstances relevant to the particular
situation, including a review of various factors set forth in the Pricing
Policies and Procedures adopted by the Funds Board, which includes factors such
as fundamental analytical data relating to the investment, which may include
consideration of yields or prices of securities of comparable quality, coupon
rate, maturity and type of issue, nature and duration of any restrictions on
disposition of the security and an evaluation of forces that influence the
market in which the securities are purchased or sold. Fair value pricing is an
inherently subjective process, and no single standard exists for determining
fair value. Different funds could reasonably arrive at different values for the
same security. No securities in any of the Funds were fair valued as of November
30, 2013.
In accordance with generally accepted
accounting principles in the United States of America (GAAP), fair value is
defined as the price that the Fund would receive to sell an investment or pay to
transfer a liability in an orderly transaction with an independent buyer in the
principal market, or in the absence of a principal market, the most advantageous
market for the investment or liability. GAAP established a three-tier hierarchy
to maximize the use of observable market data and minimize the use of
unobservable inputs and to establish classification of fair value measurements
for disclosure purposes.
Various inputs are used in determining
the value of each Funds 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 Funds 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
32
NOTES TO FINANCIAL STATEMENTS
(Continued)
|
November 30,
2013
|
what constitutes observable requires
significant judgment by the Fund. The categorization of a financial instrument
within the hierarchy is based upon the pricing transparency of the instrument
and does not necessarily correspond to the Funds perceived risk of that
instrument. Investments whose values are based on quoted market prices in active
markets, and which are therefore classified as level-1 securities, include
active listed equities and certain U.S. government obligations.
Investments that trade in markets that
are not considered to be active, but are valued based on quoted market prices,
dealer quotations or alternative pricing sources supported by observable inputs,
are classified as level-2 securities. These include certain U.S. government
obligations, most government agency securities, investment-grade corporate
bonds, sovereign government bonds, municipal bonds, and less liquid listed
equities. Level-2 investments include positions that are not traded in active
markets.
Investments classified as level-3
securities have significant unobservable inputs, as they trade infrequently or
not at all. Level-3 instruments include private-placement and less liquid
corporate and municipal debt securities. When observable prices are not
available for these securities, the Fund uses one or more valuation techniques
(e.g., the market approach, the income approach, or the cost approach) for which
sufficient and reliable data is available. Within level 3, the use of the market
approach generally consists of using comparable market transactions, while the
use of the income approach generally consists of using the net present value of
estimated future cash flows, adjusted as appropriate for liquidity, credit,
market and/or other risk factors. The inputs used by the Fund in estimating the
value of level-3 investments include the original transaction price and recent
transactions in the same or similar instruments.
The following is a summary of the
inputs used to value the Funds investments as of November 30, 2013:
|
|
LargeCap
Fund
|
Assets
|
|
Level
1
|
|
Level
2
|
|
Level
3
|
|
Total
|
Investment Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stocks
|
|
$
|
124,573,803
|
|
$
|
|
|
$
|
|
|
$
|
124,573,803
|
Short-term
securities
|
|
|
366,363
|
|
|
|
|
|
|
|
|
366,363
|
Total
Assets
|
|
$
|
124,940,166
|
|
$
|
|
|
$
|
|
|
$
|
124,940,166
|
|
|
|
MidCap
Fund
|
Assets
|
|
Level
1
|
|
Level
2
|
|
Level
3
|
|
Total
|
Investment Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stocks
|
|
$
|
37,597,089
|
|
$
|
|
|
$
|
|
|
$
|
37,597,089
|
Short-term
securities
|
|
|
200,199
|
|
|
|
|
|
|
|
|
200,199
|
Total
Assets
|
|
$
|
37,797,288
|
|
$
|
|
|
$
|
|
|
$
|
37,797,288
|
|
|
|
Bond
Fund
|
Assets
|
|
Level
1
|
|
Level
2
|
|
Level
3
|
|
Total
|
Investment Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds
|
|
$
|
|
|
$
|
2,192,728,396
|
|
$
|
|
|
$
|
2,192,728,396
|
Short-term
securities
|
|
|
8,066,748
|
|
|
|
|
|
|
|
|
8,066,748
|
Total
Assets
|
|
$
|
8,066,748
|
|
$
|
2,192,728,396
|
|
$
|
|
|
$
|
2,200,795,144
|
There were no transfers between level-1
and level-2 securities and the Funds did not invest in any level-3 investments
as of and during the fiscal year ended November 30, 2013. It is the Funds
policy to record transfers at the end of the reporting period. Refer to each
Funds Schedule of Investments for additional information regarding security
types and industry classifications.
33
NOTES TO FINANCIAL STATEMENTS
(Continued)
|
November 30,
2013
|
SECURITIES TRANSACTIONS AND INVESTMENT
INCOME - Investment securities transactions are accounted for on the trade date.
Gains or losses realized on sales of securities are determined by comparing the
identified cost of the security lot sold with the net sales proceeds.
Discounts/premiums on debt securities purchased are accreted/amortized over the
life of the respective securities on the same basis for book and tax purposes.
Dividend income is recorded on the ex-dividend date. Interest income is recorded
as earned. Income and capital gains on some foreign securities may be subject to
foreign withholding taxes, which are accrued as applicable, and have been
provided for in accordance with the Funds understanding of the applicable
countrys tax rules and rates.
OPTIONS - Each Fund may enter into
options transactions for hedging purposes and will not use these instruments for
speculation. Each Fund may use options to hedge against anticipated declines in
the market value of portfolio securities and increases in the market value of
securities it intends to purchase and protect against exposure to interest rate
changes. Each Fund may also use options to enhance total return or invest in
eligible asset classes with greater efficiency and lower cost than is believed
to be possible through direct investment. The use of options for hedging
purposes involves certain risks and may result in a loss if changes in the value
of the option move in a direction different than anticipated, rendering the
hedging strategy unsuccessful.
Each Fund may write covered call/put
options for which premiums received are recorded as liabilities and are
subsequently adjusted to the current fair value of the options written. Premiums
received from writing options that expire unexercised are treated as realized
gains. Premiums received from writing options which are either exercised or
closed are offset against the proceeds received or amount paid on the
transaction to determine realized gains or losses.
SECURITIES PURCHASED ON A WHEN-ISSUED
OR DELAYED-DELIVERY BASIS - Each Fund may purchase securities on a when-issued
or delayed-delivery basis. When-issued securities are securities purchased with
delivery to occur at a later date at a stated price and/or yield, thereby
involving the risk that the price and/or yield obtained may be more or less than
those available in the market when delivery takes place. At the time a Fund
makes a commitment to purchase a security on a when-issued basis, the Fund
records the transaction and reflects the value of the security in determining
net asset value. Each Fund designates and maintains cash and marketable
securities at least equal in value to commitments for when-issued
securities.
VARIABLE-RATE DEMAND NOTES - The Funds
invest in short-term variable-rate demand notes, which are unsecured
instruments. The Funds may be susceptible to credit risk with respect to these
instruments to the extent the issuer defaults on its payment
obligation.
PERMANENT BOOK AND TAX DIFFERENCES -
Generally accepted accounting principles require that permanent financial
reporting and tax differences relating to shareholder distributions be
reclassified in the capital accounts.
EXPENSES - Each Fund is charged for
those expenses that are directly attributed to it. Expenses that are not readily
identifiable to a specific Fund are generally allocated among the Funds in
proportion to the relative sizes of the Funds.
USE OF ESTIMATES - The preparation of
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.
DISTRIBUTIONS TO SHAREHOLDERS -
Distributions to shareholders from net investment income and realized gains on
securities for the LargeCap Fund and MidCap Fund normally are declared at least
annually. Bond Fund distributions to shareholders from net investment income
normally are declared on a quarterly basis, and distributions to shareholders
from realized gains on securities normally are declared at least annually.
Distributions are recorded on the ex-dividend date.
FEDERAL INCOME TAXES - No provision has
been made for federal income taxes since the Funds have elected to be taxed as
regulated investment companies and intend to distribute substantially all income
to shareholders and otherwise comply with the provisions of the Internal Revenue
Code applicable to regulated investment companies.
34
NOTES TO FINANCIAL STATEMENTS
(Continued)
|
November 30,
2013
|
LINE OF CREDIT - The Funds have
established an unsecured line of credit (LOC) with U.S. Bank N.A. which
expires November 14, 2014 used primarily to finance redemption payments. Each
individual Funds borrowing under the LOC is limited to either 5% of the value
of that Funds total assets or any explicit borrowing limits imposed by the
Funds Board, whatever is less. As of November 30, 2013, the limits established
by the Funds Board are: LargeCap Fund - $6,000,000, MidCap Fund - $1,700,000
and Bond Fund - $100,000,000. The LOC was drawn upon during the year; however,
as of November 30, 2013, there were no borrowings by the Funds outstanding under
the LOC. The following table shows the average balance, average interest rate
and interest expense incurred by the Funds on borrowings under the LOC for the
fiscal year ended November 30, 2013.
|
|
|
|
Average
|
|
Average
|
|
Interest
|
|
Fund
|
|
|
Balance
|
|
Interest Rate
|
|
Expense
|
LargeCap Fund
|
|
$
|
106,532
|
|
3.250%
|
|
|
$
|
3,510
|
|
MidCap Fund
|
|
$
|
11,764
|
|
3.250%
|
|
|
$
|
386
|
|
Bond Fund
|
|
$
|
1,823,504
|
|
3.250%
|
|
|
$
|
60,125
|
|
GUARANTEES AND INDEMNIFICATIONS - Under
the Funds organizational documents, each Director, officer, employee or other
agent of the Funds (including the Funds investment manager) is indemnified, to
the extent permitted by the 1940 Act, against certain liabilities that may arise
out of performance of their duties to the Funds. Additionally, in the normal
course of business, the Funds enter into contracts that contain a variety of
indemnification clauses. The Funds maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the Funds
that have not yet occurred. However, the Funds have not had prior claims or
losses pursuant to these contracts and believe the risk of loss to be
remote.
ACCOUNTING FOR UNCERTAINTY IN INCOME
TAXES - As of and during the fiscal year ended November 30, 2013, the Funds did
not have a liability for unrecognized tax benefits in the accompanying financial
statements. Also, the Funds recognized no interest or penalties related to
unrecognized tax benefits during the same period. The Funds recognize interest
and penalties, if any, related to unrecognized tax benefits as income tax
expense in the Statements of Operations. Generally, each of the tax years in the
four-year period ended November 30, 2013 remains subject to examination by
taxing authorities. The Funds are also not aware of any tax positions for which
it is reasonably possible that the total amounts of unrecognized tax benefits
will significantly change in the next twelve months.
SUBSEQUENT EVENTS - The Funds have
evaluated subsequent events through the issuance of the Funds financial
statements and have determined that such subsequent events do not have an impact
on the Funds financial statements.
NOTE 3 - INVESTMENT ADVISORY AND
ADMINISTRATIVE AND ACCOUNTING SERVICES AGREEMENTS AND OTHER TRANSACTIONS WITH
AFFILIATES
The Investment Advisory Agreement
pursuant to which Thompson Investment Management, Inc. (TIM or Advisor) is
retained by the Funds provides for compensation to TIM (computed daily and paid
monthly) at the following annual rates: for the LargeCap Fund and MidCap Fund -
1.00% of the first $50 million of average daily net assets and 0.90% of average
daily net assets in excess of $50 million; and for the Bond Fund - 0.65% of the
first $50 million of average daily net assets and 0.60% of average daily net
assets in excess of $50 million.
The Advisor is contractually bound to
waive management fees and/or reimburse expenses incurred by the LargeCap Fund
from March 31, 2013 through November 30, 2013 and the MidCap Fund and Bond Fund
from December 1, 2012 through March 31, 2014, so that the annual operating
expenses of the Funds do not exceed the following percentages of their
respective average daily net assets: LargeCap Fund-1.20%, MidCap Fund-1.30% and
Bond Fund-0.80%. Prior to March 31, 2013, the applicable expense limitation
percentage for the LargeCap Fund was 1.40%. The Advisor reimbursed expenses
incurred by the LargeCap Fund in the amount of $2,206 for the period from March
31, 2013 through November 30, 2013, and the MidCap Fund in the amount of
$101,402 for the period from December 1, 2012 through November 30, 2013. The
Funds are not obligated to reimburse the Advisor for any fees or expenses waived
in previous fiscal years.
35
NOTES TO FINANCIAL STATEMENTS
(Continued)
|
November 30,
2013
|
Pursuant to an Administrative and
Accounting Services Agreement, TIM maintains the Funds financial records in
accordance with the 1940 Act, prepares all necessary financial statements of the
Funds and calculates the net asset value per share of the Funds on a daily
basis. As compensation for its services, each Fund pays TIM a fee computed daily
and payable monthly at the annual rate of 0.15% of average daily net assets up
to $30 million, 0.10% of the next $70 million of average daily net assets and
0.025% of average daily net assets in excess of $100 million, with an annual
minimum fee of $30,000 per Fund. The calculations of daily net asset value are
subcontracted to U.S. Bancorp Fund Services, resulting in fees paid by TIM for
the fiscal year ended November 30, 2013 in the amounts of $34,649, $33,058 and
$213,525 for the LargeCap Fund, MidCap Fund and Bond Fund,
respectively.
The Funds reimburse the Advisor for a
portion of amounts paid by the Advisor out of the Advisors own resources under
various shareholder, account maintenance, networking and other services provided
to the Funds by broker-dealers and other intermediaries. The amount reimbursed
by the Funds is equal to (1) for those accounts maintained through a shareholder
servicing arrangement, an annual rate of no more than 0.10% of the average daily
net assets of the omnibus accounts in the Funds for which all broker-dealers and
other intermediaries, in the aggregate, are responsible, and (2) for those
accounts maintained through a networking arrangement, no more than $6 per year
per account in the Funds for which the broker-dealers and other intermediaries
are responsible; provided however, in all cases only one of these fees shall be
applicable to the assets in an account. This amount has been determined by the
Funds Board to approximate the transfer agency fees that would otherwise have
been payable by the Funds if such broker-dealers and intermediaries did not
maintain these accounts. For the fiscal year ended November 30, 2013, the
amounts reimbursed by the Funds to the Advisor were $27,925, $4,401 and $697,287
for the LargeCap Fund, MidCap Fund and Bond Fund, respectively.
As of November 30, 2013, retirement
plan investments by certain employees of the Advisor represent 5.01% of the net
assets of the MidCap Fund.
NOTE 4 - FUND SHARE TRANSACTIONS
(in thousands)
Transactions in shares of the Funds
were as follows:
|
|
Year Ended
|
|
Year Ended
|
|
|
November 30,
2013
|
|
November 30,
2012
|
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
LargeCap Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
323
|
|
|
$
|
13,589
|
|
|
447
|
|
|
$
|
14,978
|
|
Shares issued in
reinvestment of dividends
|
|
14
|
|
|
|
517
|
|
|
12
|
|
|
|
343
|
|
Shares issued in reinvestment of realized
gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares redeemed
|
|
(559
|
)
|
|
|
(22,182
|
)
|
|
(1,014
|
)
|
|
|
(32,704
|
)
|
Net
decrease
|
|
(222
|
)
|
|
$
|
(8,076
|
)
|
|
(555
|
)
|
|
$
|
(17,383
|
)
|
|
MidCap Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
488
|
|
|
$
|
6,084
|
|
|
549
|
|
|
$
|
6,096
|
|
Shares issued in
reinvestment of dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued in reinvestment of realized
gains
|
|
195
|
|
|
|
2,058
|
|
|
205
|
|
|
|
1,953
|
|
Shares redeemed
|
|
(181
|
)
|
|
|
(2,211
|
)
|
|
(157
|
)
|
|
|
(1,659
|
)
|
Net
increase
|
|
502
|
|
|
$
|
5,931
|
|
|
597
|
|
|
$
|
6,390
|
|
|
Bond Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
144,318
|
|
|
$
|
1,716,983
|
|
|
69,563
|
|
|
$
|
810,480
|
|
Shares issued in
reinvestment of dividends
|
|
4,549
|
|
|
|
53,604
|
|
|
2,562
|
|
|
|
29,525
|
|
Shares issued in reinvestment of realized
gains
|
|
188
|
|
|
|
2,229
|
|
|
136
|
|
|
|
1,521
|
|
Shares redeemed
|
|
(68,208
|
)
|
|
|
(809,392
|
)
|
|
(21,964
|
)
|
|
|
(254,744
|
)
|
Net
increase
|
|
80,847
|
|
|
$
|
963,424
|
|
|
50,297
|
|
|
$
|
586,782
|
|
36
NOTES TO FINANCIAL STATEMENTS
(Continued)
|
November 30,
2013
|
NOTE 5 - PURCHASE AND SALE OF
SECURITIES
Investment transactions for the fiscal
year ended November 30, 2013 were as follows:
|
|
Securities
other than U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
Government
and Short-term
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
U.S. Government Securities
|
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
Sales
|
LargeCap Fund
|
|
$
|
42,280,903
|
|
$
|
50,455,350
|
|
|
$
|
|
|
|
|
$
|
|
|
MidCap Fund
|
|
$
|
18,033,961
|
|
$
|
14,156,258
|
|
|
$
|
|
|
|
|
$
|
|
|
Bond Fund
|
|
$
|
1,595,327,137
|
|
$
|
228,879,418
|
|
|
$
|
70,228
|
|
|
|
$
|
14,947
|
|
NOTE 6 - INCOME TAX
INFORMATION
At November 30, 2013, the investment
cost and aggregate unrealized appreciation and depreciation on investments for
federal income tax purposes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
unrealized
|
|
Distributable
|
|
Distributable
|
|
|
|
|
|
|
|
Unrealized
|
|
Unrealized
|
|
appreciation
|
|
ordinary
|
|
long-term
|
|
|
Federal tax cost
|
|
appreciation
|
|
depreciation
|
|
(depreciation)
|
|
income
|
|
capital gains
|
LargeCap Fund
|
|
|
$
|
104,971,807
|
|
|
|
$
|
23,277,286
|
|
|
|
$
|
(3,308,927
|
)
|
|
|
|
$
|
19,968,359
|
|
|
|
$
|
364,330
|
|
|
|
$
|
|
|
MidCap Fund
|
|
|
$
|
31,243,495
|
|
|
|
$
|
7,443,385
|
|
|
|
$
|
(889,592
|
)
|
|
|
|
$
|
6,553,793
|
|
|
|
$
|
246,002
|
|
|
|
$
|
3,686,265
|
|
Bond Fund
|
|
|
$
|
2,177,126,750
|
|
|
|
$
|
49,594,085
|
|
|
|
$
|
(25,925,691
|
)
|
|
|
|
$
|
23,668,394
|
|
|
|
$
|
21,532,361
|
|
|
|
$
|
5,794,499
|
|
The tax basis of investments for tax
and financial reporting purposes differ principally due to wash sales and
straddles.
The tax components of distributions
paid during the fiscal year ended November 30, 2013, capital loss carryforward
as of November 30, 2013 and tax basis post-October losses as of November 30,
2013, which are not being recognized for tax purposes until the first day of the
following fiscal year are:
|
|
Ordinary
|
|
Long-term
|
|
Net
capital
|
|
|
|
|
income
|
|
capital gains
|
|
loss
|
|
Post-October
|
|
|
distributions
|
|
distributions
|
|
carryforward*
|
|
Losses
|
LargeCap Fund
|
|
|
$
|
538,254
|
|
|
|
$
|
|
|
|
|
$
|
67,514,030
|
|
|
$
|
MidCap Fund
|
|
|
$
|
|
|
|
|
$
|
2,062,420
|
|
|
|
$
|
|
|
|
$
|
Bond Fund
|
|
|
$
|
57,322,991
|
|
|
|
$
|
2,353,544
|
|
|
|
$
|
|
|
|
$
|
*
|
The LargeCap Fund has
capital losses in the amount of $19,758,747 and $47,755,283 which expire
on November 30, 2016 and November 30, 2017,
respectively.
|
The tax components of distributions
paid during the fiscal year ended November 30, 2012 are:
|
|
Ordinary
|
|
Long-term
|
|
|
income
|
|
capital gains
|
|
|
distributions
|
|
distributions
|
LargeCap Fund
|
|
|
$
|
358,796
|
|
|
|
$
|
|
|
MidCap Fund
|
|
|
$
|
165,439
|
|
|
|
$
|
1,791,599
|
|
Bond Fund
|
|
|
$
|
31,793,469
|
|
|
|
$
|
1,478,148
|
|
The following distributions were
declared on December 18, 2013, payable to shareholders on December 19, 2013
(Unaudited):
|
|
Ordinary income
|
|
Long-term capital
gains
|
|
|
distributions
|
|
distributions
|
|
|
Amount
|
|
Per share
|
|
Amount
|
|
Per share
|
LargeCap Fund
|
|
$
|
472,077
|
|
$0.18
|
|
$
|
|
|
|
$
|
|
|
MidCap Fund
|
|
$
|
246,171
|
|
$0.09
|
|
$
|
3,687,221
|
|
|
$
|
1.38
|
|
Bond Fund
|
|
$
|
27,152,350
|
|
$0.14
|
|
$
|
5,801,616
|
|
|
$
|
0.03
|
|
37
The following table
presents information relating to a share of capital stock outstanding for the
entire period.
|
|
Year Ended November
30,
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
LARGECAP FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, Beginning of
Period
|
|
$34.27
|
|
|
$30.07
|
|
|
$29.20
|
|
|
$27.04
|
|
|
$19.75
|
|
Income from Investment Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income
|
|
0.19
|
|
|
0.18
|
|
|
0.08
|
|
|
0.01
|
|
|
0.07
|
|
Net realized and unrealized
gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on investments and options
|
|
12.20
|
|
|
4.13
|
|
|
0.80
|
|
|
2.20
|
|
|
7.51
|
|
Total from Investment Operations
|
|
12.39
|
|
|
4.31
|
|
|
0.88
|
|
|
2.21
|
|
|
7.58
|
|
Less Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from net investment income
|
|
(0.19
|
)
|
|
(0.11
|
)
|
|
(0.01
|
)
|
|
(0.05
|
)
|
|
(0.29
|
)
|
Distributions from net
realized gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
(0.19
|
)
|
|
(0.11
|
)
|
|
(0.01
|
)
|
|
(0.05
|
)
|
|
(0.29
|
)
|
|
Net Asset Value, End of Period
|
|
$46.47
|
|
|
$34.27
|
|
|
$30.07
|
|
|
$29.20
|
|
|
$27.04
|
|
|
Total Return
|
|
36.33%
|
|
|
14.37%
|
|
|
3.02%
|
|
|
8.17%
|
|
|
38.88%
|
|
|
Ratios/Supplemental
Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period
(millions)
|
|
$124.8
|
|
|
$99.6
|
|
|
$104.1
|
|
|
$125.8
|
|
|
$144.1
|
|
Ratios
to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of expenses
|
|
1.21%
|
|
|
1.31%
|
|
|
1.31%
|
|
|
1.36%
|
|
|
1.54%
|
|
Ratio of expenses without reimbursement
|
|
1.22%
|
|
|
1.31%
|
|
|
1.31%
|
|
|
1.36%
|
|
|
1.54%
|
|
Ratio of net investment income
|
|
0.46%
|
|
|
0.47%
|
|
|
0.24%
|
|
|
0.05%
|
|
|
0.32%
|
|
Ratio of net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
without reimbursement
|
|
0.45%
|
|
|
0.47%
|
|
|
0.24%
|
|
|
0.05%
|
|
|
0.32%
|
|
Portfolio turnover
rate
|
|
38%
|
|
|
30%
|
|
|
40%
|
|
|
37%
|
|
|
63%
|
|
See Notes to Financial
Statements.
38
FINANCIAL HIGHLIGHTS
(Continued)
|
|
The following table
presents information relating to a share of capital stock outstanding for the
entire period.
|
|
Year Ended November
30,
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
MIDCAP FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, Beginning of
Period
|
|
$11.28
|
|
|
$11.15
|
|
|
$11.36
|
|
|
$9.39
|
|
|
$6.18
|
|
Income from Investment Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.01
|
|
Net realized and unrealized
gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on investments
|
|
3.71
|
|
|
1.38
|
|
|
0.44
|
|
|
2.02
|
|
|
3.25
|
|
Total from Investment Operations
|
|
3.71
|
|
|
1.38
|
|
|
0.44
|
|
|
2.02
|
|
|
3.26
|
|
Less Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from net investment income
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(0.05
|
)
|
Distributions from net
realized gains
|
|
(0.95
|
)
|
|
(1.25
|
)
|
|
(0.65
|
)
|
|
(0.05
|
)
|
|
|
|
Total Distributions
|
|
(0.95
|
)
|
|
(1.25
|
)
|
|
(0.65
|
)
|
|
(0.05
|
)
|
|
(0.05
|
)
|
|
Net Asset Value, End of Period
|
|
$14.04
|
|
|
$11.28
|
|
|
$11.15
|
|
|
$11.36
|
|
|
$9.39
|
|
|
Total Return
|
|
35.65%
|
|
|
14.41%
|
|
|
3.69%
|
|
|
21.71%
|
|
|
53.04%
|
|
|
Ratios/Supplemental
Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period
(millions)
|
|
$37.6
|
|
|
$24.6
|
|
|
$17.6
|
|
|
$15.7
|
|
|
$9.6
|
|
Ratios
to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of expenses
|
|
1.30%
|
|
|
1.30%
|
|
|
1.30%
|
|
|
1.30%
|
|
|
1.30%
|
|
Ratio of expenses without reimbursement
|
|
1.63%
|
|
|
1.83%
|
|
|
1.96%
|
|
|
2.34%
|
|
|
4.21%
|
|
Ratio of net investment income (loss)
|
|
(0.02%
|
)
|
|
(0.03%
|
)
|
|
(0.19%
|
)
|
|
(0.09%
|
)
|
|
0.12%
|
|
Ratio of net investment loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
without reimbursement
|
|
(0.35%
|
)
|
|
(0.56%
|
)
|
|
(0.85%
|
)
|
|
(1.14%
|
)
|
|
(2.79%
|
)
|
Portfolio turnover
rate
|
|
47%
|
|
|
44%
|
|
|
47%
|
|
|
39%
|
|
|
61%
|
|
(a) Less than .005 per
share.
See Notes to Financial
Statements.
39
FINANCIAL HIGHLIGHTS
(Continued)
|
|
The following table
presents information relating to a share of capital stock outstanding for the
entire period.
|
|
Year Ended November
30,
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
BOND FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, Beginning of
Period
|
|
$11.95
|
|
|
$11.33
|
|
|
$11.54
|
|
|
$11.16
|
|
|
$9.24
|
|
Income from Investment Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income
|
|
0.41
|
|
|
0.41
|
|
|
0.42
|
|
|
0.34
|
|
|
0.63
|
|
Net realized and unrealized
gains (losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on investments
|
|
(0.03
|
)
|
|
0.67
|
(a)
|
|
(0.17
|
)(a)
|
|
0.46
|
(a)
|
|
2.01
|
|
Total from Investment Operations
|
|
0.38
|
|
|
1.08
|
|
|
0.25
|
|
|
0.80
|
|
|
2.64
|
|
Less Distributions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from net investment income
|
|
(0.40
|
)
|
|
(0.43
|
)
|
|
(0.40
|
)
|
|
(0.34
|
)
|
|
(0.72
|
)
|
Distributions from net
realized gains
|
|
(0.02
|
)
|
|
(0.03
|
)
|
|
(0.06
|
)
|
|
(0.08
|
)
|
|
|
|
Total Distributions
|
|
(0.42
|
)
|
|
(0.46
|
)
|
|
(0.46
|
)
|
|
(0.42
|
)
|
|
(0.72
|
)
|
|
Net Asset Value, End of Period
|
|
$11.91
|
|
|
$11.95
|
|
|
$11.33
|
|
|
$11.54
|
|
|
$11.16
|
|
|
Total Return
|
|
3.24%
|
|
|
9.70%
|
|
|
2.16%
|
|
|
7.33%
|
|
|
30.05%
|
|
|
Ratios/Supplemental
Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period
(millions)
|
|
$2,252.1
|
|
|
$1,292.3
|
|
|
$656.0
|
|
|
$437.5
|
|
|
$134.2
|
|
Ratios
to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of expenses
|
|
0.74%
|
|
|
0.78%
|
|
|
0.80%
|
|
|
0.80%
|
|
|
0.75%
|
|
Ratio of expenses without reimbursement
|
|
0.74%
|
|
|
0.78%
|
|
|
0.84%
|
|
|
0.87%
|
|
|
1.20%
|
|
Ratio of net investment income
|
|
3.73%
|
|
|
3.90%
|
|
|
3.89%
|
|
|
3.52%
|
|
|
6.40%
|
|
Ratio of net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
without reimbursement
|
|
3.73%
|
|
|
3.90%
|
|
|
3.86%
|
|
|
3.44%
|
|
|
5.95%
|
|
Portfolio turnover
rate
|
|
33%
|
|
|
16%
|
|
|
14%
|
|
|
10%
|
|
|
85%
|
|
(a)
|
Realized and
unrealized gains and losses per share are balancing amounts necessary to
reconcile the change in net asset value per share in the period. It does
not agree to the aggregate gains and losses in the Statement of Operations
due to the fluctuation in share
transactions.
|
See Notes to Financial
Statements.
40
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and
Board of Directors of
Thompson IM Funds, Inc.
We have audited the
accompanying statements of assets and liabilities, including the schedules of
investments, of Thompson IM Funds, Inc., comprising Thompson LargeCap Fund,
Thompson MidCap Fund, and Thompson Bond Fund (the Funds) as of November 30,
2013, and the related statements of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the four years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Funds management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits. The financial highlights for the year ended November 30, 2009, were
audited by another independent registered public accounting firm, whose report
dated January 22, 2010, expressed an unqualified opinion on those
highlights.
We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
November 30, 2013, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the
financial statements and financial highlights referred to above present fairly,
in all material respects, the financial position of each of the Funds
constituting Thompson IM Funds, Inc. as of November 30, 2013, the results of
their operations for the year then ended, the changes in their net assets for
each of the two years in the period then ended, and the financial highlights for
each of the four years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.
|
COHEN FUND AUDIT SERVICES, LTD.
|
Cleveland, Ohio
|
January 21, 2014
|
41
DIRECTORS AND OFFICERS
(Unaudited)
|
(Information as of
12/31/13)
|
|
|
Position(s)
|
|
|
|
|
|
|
|
|
Held with
|
|
|
|
Number of
|
|
Other
|
|
|
Thompson IM
|
|
|
|
Thompson IM
|
|
Directorships
|
|
|
Funds, Inc. and
|
|
Principal Occupation(s)
|
|
Funds Overseen
|
|
Held
|
Name
and Age
|
|
Length of Time Served
(1)
|
|
During Past Five Years
|
|
by
Director
|
|
by
Director
|
Independent
Directors:
|
|
|
|
|
|
|
|
|
|
John W. Feldt
Birth date: 5/2/42
|
|
Chairman since
July 2012
Director since
1987
|
|
-
Currently retired
-
Senior Vice President of Finance
of the University of Wisconsin Foundation from 1984 to 2006
-
Former Vice President of Finance
for the University of Wisconsin Foundation
|
|
3
|
|
Baird Funds,
Inc.
(9 funds)
|
|
|
|
|
|
|
|
|
|
George E. Austin
Birth date: 9/15/52
|
|
Director since
2011
|
|
-
President of AVA Civic
Enterprises Inc. (consulting firm), since January 2011
-
Director of W. Jerome Frautschi
Foundation Inc. (private foundation), since December 2012; President
from 1998 to December 2012
-
Director of the Home Savings
Bank since 1998
-
Director of Overture Development
Corporation (support organization for Overture Center Foundation), since
2001; President from 2001 to 2009
|
|
3
|
|
None
|
|
|
|
|
|
|
|
|
|
Patricia Lipton
Birth date: 12/9/42
|
|
Director since
2007
|
|
-
Currently retired
-
Executive Director, State of
Wisconsin Investment Board (SWIB) from 1989 to 2004
-
Assistant Executive Director,
SWIB from 1982 to 1989
-
Former Director, State Tax
Policy Bureau of the Wisconsin Department of Revenue
|
|
3
|
|
None
|
|
Interested
Directors and Officers:
|
|
|
|
|
|
|
|
|
|
John W.
Thompson
(2)
Birth date: 7/26/43
|
|
Director since
1987
Chairman from 1987 to
January 2009
Chief Executive Officer
since 2005
President since
January 2009
|
|
-
President of Thompson Investment
Management, Inc. (TIM) since 2004
-
President of Thompson Plumb
& Associates, Inc. (TPA) (investment advisor) from 1984 to
2003
-
Treasurer of TPA from 1993 to
2003
-
A Chartered Financial
Analyst
|
|
3
|
|
None
|
|
|
|
|
|
|
|
|
|
Jason L.
Stephens
(2)
Birth date: 10/15/74
|
|
Director since
2011
Vice President since
2009
Secretary from 2005 to
2010
|
|
-
Chief Operating Officer of TIM
since June 2009
-
Corporate Secretary of TIM since
2004
-
Portfolio Manager of TIM since
2007
-
Research Analyst of TIM from
2004 to 2007
-
Research Analyst of TPA from
2003 to 2003
-
A Chartered Financial
Analyst
|
|
3
|
|
None
|
|
|
|
|
|
|
|
|
|
42
DIRECTORS AND OFFICERS
(Unaudited) (Continued)
|
(Information as of
12/31/13)
|
|
|
Position(s)
|
|
|
|
|
|
|
|
|
Held with
|
|
|
|
Number of
|
|
Other
|
|
|
Thompson IM
|
|
|
|
Thompson IM
|
|
Directorships
|
|
|
Funds, Inc. and
|
|
Principal Occupation(s)
|
|
Funds Overseen
|
|
Held
|
Name
and Age
|
|
Length of Time Served
(1)
|
|
During Past Five Years
|
|
by
Director
|
|
by
Director
|
James T. Evans
Birth date: 6/6/75
|
|
Vice President since
2009
|
|
-
Chief Investment Officer of TIM
since June 2009
-
Portfolio Manager of TIM since
2008
-
Research Analyst of TIM from
2005 to 2008
-
Managing Director of Nakoma
Capital Management, from 2000 to 2005
-
A Chartered Financial
Analyst
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
Penny M. Hubbard
Birth date: 6/2/61
|
|
Chief Financial Officer
and Treasurer since
2005
|
|
-
Vice President - Administrative
Services of TIM since 2004
-
Assistant Vice President - Client Services of TPA and various
other capacities 1984-2004
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
Nedra S. Pierce
Birth date: 10/2/61
|
|
Chief Compliance
Officer since 2006
|
|
-
Chief Compliance Officer of TIM
since 2006
-
Director of Business Development
of TIM from 2004 to 2006 and since June 2010
-
Director of Business Development
of TPA from 1998 to 2003
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
Lesley T. Bailey
Birth date: 9/30/78
|
|
Secretary since
2010
|
|
-
Fund Accounting and
Administration at TIM since 2004
-
Fund Accounting and
Administration at TPA from 2001 to 2004
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
Sarah M. Baumgartner
Birth date: 2/21/84
|
|
Assistant Secretary
since 2012
|
|
-
Fund Accounting and
Administration at TIM since 2007
|
|
N/A
|
|
N/A
|
The address of each
Director and officer as it relates to the Companys business is 918 Deming Way,
Madison WI 53717.
(1) Officers of the
Investment Company serve one-year terms, subject to annual reappointment by the
Board of Directors. Directors of the Investment Company serve a term of
indefinite length until their resignation or removal, and stand for re-election
by shareholders as and when required under the 1940 Act.
(2) John W. Thompson and
Jason L. Stephens are interested persons of the Investment Company by virtue
of their position with the Investment Company and TIM.
43
ADDITIONAL INFORMATION
(Unaudited)
|
|
THOMPSON IM FUNDS
|
|
INVESTMENT ADVISOR
|
Thompson Investment Management,
Inc.
|
918 Deming Way
|
Madison, Wisconsin 53717
|
|
DISTRIBUTOR
|
Quasar Distributors, LLC
|
615 East Michigan Street
|
Milwaukee, Wisconsin 53202
|
|
TRANSFER AGENT
|
U.S. Bancorp Fund Services, LLC
|
615 East Michigan Street
|
Milwaukee, Wisconsin 53202
|
|
INDEPENDENT REGISTERED
|
PUBLIC ACCOUNTING FIRM
|
Cohen Fund Audit Services, Ltd.
|
1350 Euclid Avenue, Suite 800
|
Cleveland, OH 44115
|
|
LEGAL COUNSEL
|
Quarles & Brady LLP
|
411 East Wisconsin Avenue
|
Milwaukee, Wisconsin 53202
|
The Statement of Additional
Information contains additional information about the directors and officers of
Thompson IM Funds, Inc. and is available without charge, upon request, by
calling 1-800-999-0887.
Proxy Voting
Policy
A description of the
policies and procedures that the Funds use to determine how to vote proxies
relating to portfolio securities and information regarding how the Funds
actually voted proxies during the most recent 12-month period ended June 30 are
available without charge, upon request, by calling 1-800-999-0887, through the
Funds website at www.thompsonim.com and on the SECs website at www.sec.gov.
Information About
Portfolio Securities
The Funds file complete
schedules of
t
heir 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 Commissions website at www.sec.gov. You may also
review and copy those documents by visiting the Securities and Exchange
Commissions 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.
44
ADDITIONAL INFORMATION
(Unaudited) (Continued)
|
|
Board Approval of
Investment Advisory Agreement
The Investment Company Act
of 1940 (the Act) requires that the Investment Advisory Agreement (the
Agreement) for Thompson IM Funds, Inc. (the Funds) be approved annually by a
vote of a majority of the Board of Directors, including a majority of the
Directors who are not parties to the Agreement or interested persons of the
Funds as that term is defined in the Act (the Independent Directors). At its
meeting on November 7, 2013, the Board of Directors of the Funds, including all
of the Independent Directors, voted unanimously to renew the existing Agreement
between the Funds and Thompson Investment Management, Inc. (the Advisor) for
each of the LargeCap Fund, the MidCap Fund and the Bond Fund (each of these
series of the Funds is sometimes referred to as a Fund in this section).
The Boards approval was
based on its consideration and evaluation of a variety of factors, including:
(1) the nature, extent, and quality of the services provided by the Advisor; (2)
the performance of each of the Funds in comparison to its benchmark index and to
a peer group of mutual funds; (3) the management fees and total operating
expenses of each Fund, including comparative information with respect to a peer
group of mutual funds and with fees charged by the Advisor to other clients
whose assets are managed under similar objectives and strategies; (4) the extent
to which economies of scale may be realized as a Fund grows; and (5) whether fee
levels reflect any potential economies of scale for the benefit of
shareholders.
In connection with the
renewal process, both the Independent Directors as well as the full Board met
separately in person on November 7, 2013, and the full Board met by telephone on
October 25, 2013, to consider information relevant to the renewal process. The
Independent Directors and the full Board are referred to collectively as the
Board in this section.
To facilitate evaluation of
the Agreement, the Board received and reviewed information prepared or compiled
by the Advisor as well as an independent analysis of each Funds performance,
expenses, and profitability prepared by Lipper Inc. (Lipper). Information
reviewed included a memorandum from Fund counsel discussing the fiduciary duty
of Directors under Section 15(c) of the Act; an executive summary and memorandum
from Fund management providing its recommendation for renewal of the Agreement;
the Advisors analysis of profitability of the Agreement to the Advisor and the
profitability of related service contracts with the Advisor; a separate
profitability comparison prepared by Lipper; a detailed statistical report from
Lipper comparing each Funds respective performance and expenses with both a
comparison group and a comparison universe of other funds; information
regarding the composition of and fees charged for standardized investment
products offered to separately managed account clients of the Advisor; the
Advisors Form ADV which, among other things, showed fees charged by the Advisor
to manage the investments of other clients with objectives and programs similar
to the Funds; the Agreement and other service agreements with the Advisor; and
background information on the Funds portfolio managers and reports from the
Funds Chief Compliance Officer. In addition, the Board had received and
considered detailed information on the Funds investment performance and
expenses at each of its quarterly meetings during the year as well as in-person
reports from the Funds portfolio managers and reports from the Funds Chief
Compliance Officer. Throughout the review and approval process, the Independent
Directors were represented by independent legal counsel.
The Board considered the
nature, extent, and quality of services provided by the Advisor, including
services required to be provided under the Agreement, services required to be
provided under other agreements with the Advisor and with affiliates of the
Advisor, and additional services provided by the Advisor that were not required
under any of those agreements. The Board considered the background and
experience of the Funds portfolio managers, other advisory personnel,
compliance personnel, and other support personnel. It noted that in addition to
considering these factors at this meeting, it had also considered many of these
factors during the course of its quarterly meetings over the past year as well
as at its October 25 special telephonic meeting. The Board noted that, in
addition to investment management and broker-selection services, the Advisor
prepares compliance and other materials for each of the Boards meetings;
provides office space, equipment, information technology and administrative
services necessary for operation of the Funds; and performs regular compliance
and risk analysis functions for the Funds. The Board believed that the nature,
extent, and quality of services provided by the Advisor were comparable to those
provided by advisors to comparable funds and that such services were adequate
for the Funds needs.
In reviewing the investment
performance of each of the Funds, the Board reviewed the one-, two-, three-,
four-, five- and ten-year and life-of-fund performances of the Bond Fund and
LargeCap Fund and the one-, two-, three-, four-, and five-year and life-of-fund
performances of the MidCap Fund. The MidCap Fund commenced operations on March
31, 2008, so only approximately five years of performance information was
available for that Fund.
The Board noted that the
Bond Fund ranked in the top 20 percent of its comparison group and its
comparison universe over each period. The Board further noted that the Bond Fund
had outperformed its benchmark index for the one-, three-, five-, and ten-year
periods.
The Board observed that the
investment performance of the LargeCap Fund during the periods being compared
had markedly improved in more recent periods relative to the median performance
of its comparison group and comparison universe, with the Fund in the first and
second quintiles of its comparison group for the one- and three-year periods,
respectively; however, the LargeCap Fund had
45
ADDITIONAL INFORMATION
(Unaudited) (Continued)
|
|
underperformed its
benchmark index for the five- and ten-year periods. The Board noted that
adjustments to the security and sector weightings in the Fund taken over the
past several years to align the Fund more closely with its benchmark were
continuing to achieve their intended effect of reducing volatility and thereby
reducing the risk of significantly underperforming the Funds benchmark. The
Board observed that based on the Funds above-median performance during the past
one- and three-year periods, the LargeCap Funds relative performance continued
to trend in a positive direction.
The performance of the
MidCap Fund ranked in the top 40 percent of the Funds Lipper comparison group
for the three-year period and in the top 20 percent of both the Funds Lipper
comparison group and its comparison universe for the one- and five-year and
life-of-fund periods. The Fund ranked above the median of its comparison
universe for the two- and three-year periods. The Board further noted that the
MidCap Fund had outperformed its benchmark index for the one-year, five-year,
and life-of-fund periods.
After considering the
performances of the Bond Fund, LargeCap Fund and MidCap Fund, the Board
determined that relative to the performances of comparable funds and to each
Funds benchmark index, the performance of the Bond Fund was exceptional and
that the performance of the MidCap Fund and LargeCap Fund was
acceptable.
In reviewing the cost of
services provided to the Funds and profits realized by the Advisor from these
relationships, the Board compared information relating to the various management
fees charged to separately managed accounts of the Advisor that have relatively
analogous investment objectives as those of a Fund. Among the information
reviewed by the Board was information relating to standardized investment
products offered to separately managed account clients of the Advisor. The Board
determined that these standardized products in most instances had investment
objectives and styles that were sufficiently different from the investment
objectives and styles of any of the Funds so as to make the comparison inapt.
With respect to those standardized products available to separately managed
account clients of the Advisor that the Board determined to be sufficiently
similar in investment objective and strategy to a Fund to be relevant for
comparative purposes, the Board determined that in light of the significantly
different level of services and resources required for the management of these
products and the Funds, the management fees charged by the Advisor with respect
to each of the Funds were reasonable relative to the management fees charged by
the Advisor with respect to the relevant standardized separately managed account
product.
The Board noted that the
Bond Funds contractual management fee was the highest of its Lipper comparison
group and comparison universe. The Board also noted, however, that the Funds
total expense ratio was below the median of its Lipper comparison group and in
the top 60 percent of its comparison group, which the Board determined was
reasonable.
The information provided by
Lipper indicated that the advisory fees and total expense ratio of the LargeCap
Fund were one of the highest in both the Funds Lipper comparison group and its
comparison universe. The Board, however, observed that the Advisor was proposing
a more substantial fee waiver that would create a ceiling on the maximum total
expense ratio that the Fund could incur at 1.15 percent of average daily net
assets of the Fund. The Board noted that if this fee waiver had been in place
during the prior year, the Funds total expense ratio would have been in the
third quintile of its Lipper comparison group. The Board also noted that the
recent growth in total assets invested across the Funds could have the effect of
reducing non-management expenses further, whereas these non-management expenses
were currently above the median of the Funds comparison group and its
comparison universe. After taking into account all of these considerations, the
Board determined that the management fee and total expense ratio of the LargeCap
Fund were reasonable.
The Board noted that the
MidCap Funds contractual management fee, after waiver of a portion thereof by
the Advisor, ranked in the top 40 percent of lowest management fees of funds in
the MidCap Funds Lipper comparison group while ranking in the top 20 percent of
its comparison universe. The Board noted that the non-management expense ratio
of the Fund continued to be one of the highest in the Funds Lipper comparison
group and comparison universe, and considered the reasons why this was the case.
The Board observed that, given the relatively low level of assets in the Fund,
the opportunity existed for non-management expenses to decline as the MidCap
Fund grows in assets, thereby having a decreasing impact on the Funds total
expenses. The Board observed that the actual total expense ratio of the Fund,
despite the Funds relatively high non-management expenses, was lower than the
median actual total expense ratio for funds in the Funds comparison group while
falling in the top 80 percent for funds in the Funds comparison universe, which
the Board believed was reasonable.
With regard to
profitability, the Board noted that the Advisors pre-tax profitability, both
before and after accounting for marketing fees borne by the Advisor, ranked near
the median for comparable firms. The Board further determined that the operating
margins of the Advisor were reasonable. After reviewing information provided by
Lipper and reviewing the Advisors own analysis, the Board concluded that the
cost of services provided by the Advisor and its affiliates to the Funds and the
profits realized with respect thereto were reasonable.
46
ADDITIONAL INFORMATION
(Unaudited) (Continued)
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The Board also considered
whether economies of scale might be realized as the Funds assets increase. It
noted that the Agreement provides for a fee breakpoint at $50 million of assets.
This breakpoint is equal to ten basis points for the LargeCap Fund and MidCap
Fund and five basis points for the Bond Fund. The Board considered that an
increase in assets could provide economies of scale in the Funds operations.
However, it noted that the level of assets of the LargeCap Fund presented no
opportunity for such economies. The Board noted that the MidCap Fund continued
to lack scale in comparison to other funds having similar investment objectives.
Therefore the Board concluded that the MidCap Fund was unlikely to realize
material economies of scale until its assets grew significantly. The Board noted
that the Bond Fund had continued to grow significantly over the past year and
that opportunities for economies of scale were becoming more likely, although
the Board determined that the Bond Fund had not yet reached a point where the
Fund was realizing any material economies of scale.
47