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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

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

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

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

John W. Thompson
Chief Executive Officer and President
Thompson IM Funds, Inc.
918 Deming Way
Madison, Wisconsin 53717
(Name and address of agent for service)

With a copy to:

Fredrick G. Lautz, Esq.
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Registrant's telephone number, including area code: (608) 827-5700

Date of fiscal year end: November 30, 2012

Date of reporting period: November 30, 2012

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

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

Item 1. Report to Stockholders.

THOMPSON IM FUNDS, INC.
ANNUAL REPORT TO SHAREHOLDERS

NOTE ON FORWARD-LOOKING STATEMENTS

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

1

THOMPSON IM FUNDS, INC.
ANNUAL REPORT TO SHAREHOLDERS

November 30, 2012

CONTENTS

	Page(s)
LARGECAP FUND
Investment review	3-5
Schedule of investments	6-8
MIDCAP FUND
Investment review	9-11
Schedule of investments	12-13
BOND FUND
Investment review	14-16
Schedule of investments	17-29
FUND EXPENSE EXAMPLES	30
FINANCIAL STATEMENTS
Statements of assets and liabilities	31
Statements of operations	32
Statements of changes in net assets	33
Notes to financial statements	34-39
Financial highlights	40-42
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	43
DIRECTORS AND OFFICERS	44-45
ADDITIONAL INFORMATION	46-49

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

Please read your Prospectus carefully.

2

LARGECAP FUND INVESTMENT REVIEW (Unaudited)

November 30, 2012

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

Performance

The LargeCap Fund produced a total return of 14.37% for the fiscal year ended November 30, 2012, as compared to its benchmark, the S&P 500 Index, which returned 16.13%.

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

Average Annual Total Returns
Through 11/30/12
	1 Year	3 Year	5 Year	10 Year
Thompson LargeCap Fund	14.37%	8.42%	-2.14%	1.90%
S&P 500 Index	16.13%	11.25%	1.34%	6.36%

Gross Expense Ratio as of 03/31/12 was 1.31%.

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

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

See Notes to Financial Statements.
3

LARGECAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2012

Management Commentary

The lag in the relative performance of the Fund during the fiscal period was driven primarily by two decisions. The first was to overweight energy stocks, especially natural gas stocks such as Forest Oil. While the economy showed the gathering strength that we expected during the fiscal time period, this did not translate into higher commodity prices as an unusually warm winter drove natural gas to multi-year lows. Commodity prices recovered to their starting point by fiscal year-end, but this was not enough to bolster stock prices as investors remained cautious. Our view that the economy would recover paid off in other sectors, such as Industrials and Financials, but not enough to offset losses in Energy.

The second key decision was to not have a holding in Apple. Apple is the largest component of our benchmark at over 4%. With a fiscal-year return of roughly 55%, not owning the firm’s stock has hurt our shareholders. During the fiscal-year period, consensus earnings estimates for Apple were revised upwards by 28% for both the company’s 2012 fiscal year that ended on 9/30, and for fiscal 2013. If the price-to-earnings (P/E) ratio of the stock based on 2013 estimates was constant, the price of the stock would have been up a similar amount. But with the performance of the stock clearly outpacing earnings, it implies investors are expecting dramatic upward profit revisions for Apple going forward too. In addition to the stock outpacing earnings revisions, the actual rate of growth for the company appears to be slowing too. The published consensus expectation at the end of the fiscal period is for Apple to grow its earnings by 13% in 2013. This is a sharp slowdown from the 41% growth rate in fiscal 2012. Given the sharp increase in Apple’s stock price we believe investors are expecting a much faster growth rate than the current published estimates, which may or may not happen.

More ominously, the history of past market capitalization champions in the S&P 500 that experience a deceleration in their earnings growth rate does not in our view support such a bullish outlook for Apple’s stock. These examples include the performance of Microsoft, General Electric, Cisco Systems and Exxon Mobil, who were all at the top of the S&P 500’s market capitalization chart at various points since the year 2000. In addition, the history of firms that lose their iconic leader, from Jack Welch at General Electric to Hank Greenberg at AIG, do not set a positive precedent for a post Steve Jobs Apple. It may be that Apple can continue to be the exception, but our strategy is generally predicated on the belief that great companies do not make great stocks if all the good news is priced into the stock.

Even though the Fund has no weight in Apple, it is very overweight the collective companies whose growth is being driven by the explosion of mobile devices. We just prefer to participate in the trends towards smartphones and tablets through other investments that do not require picking a winner in the iOS, Android and Windows format wars. Among the stocks in which the Fund is invested as of the end of the fiscal year: Qualcomm maintains its monopoly on CDMA royalty payments, and benefits from each additional smartphone sold regardless of the manufacturer; Broadcom, Linear Technology, Maxim Integrated Products and Altera are all semiconductor suppliers to the industry who we expect to gain market share regardless of the Apple/Google/Microsoft market winner; and Cisco Systems, JDS Uniphase and EMC are all direct beneficiaries of the massive surge in data generated by the growth of smartphones, among other devices.

The key point is that the market has thus far rewarded Apple’s stock for these trends but has not yet rewarded the equities of all these other firms. While nominally cheap, Apple’s stock trades at a clear premium to other mega capitalization technology stocks that generally have P/E ratios in the single digits. This is despite an industry history of the market share leader eventually being out-innovated by an upstart competitor. Investors who buy Apple’s stock need to be sure that Samsung won’t do to Apple what Apple did to Nokia. Or what Nokia did to Motorola before that.

Many funds that share our viewpoint might be willing to simply market weight Apple and attempt to add value elsewhere. We resist the temptation to closet index and believe shareholders have more to gain by being fully exposed to our thesis. While it can be frustrating to have one poor decision outweigh so many other correct decisions, in the long run we need to be true to our investment strategy as portfolio managers. If we are correct in our analysis, then either Apple’s share price will underperform in the future or the other stocks held by the Fund at fiscal year-end that benefit from the same trends should begin to outperform to better match what Apple has already done.

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

Mutual fund investing involves risk. Principal loss is possible. Investments in smaller companies involve additional risks such as limited liquidity and greater volatility.

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

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

P/E Ratio is a valuation ratio of a company’s current share price compared to its per-share earnings. Divide market value of a share by the earnings per share.

See Notes to Financial Statements.
4

LARGECAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2012

Sector Weightings at 11/30/12
% of Total Investments

Top 10 Equity Holdings at 11/30/12
		% of Fund’s
Company	Industry	Net Assets
Exxon Mobil Corp.	Oil & Gas Producers	2.96%
Microsoft Corp.	Software & Computer Services	2.79%
Bank of America Corp.	Banks	2.75%
General Electric Co.	General Industrials	2.23%
JDS Uniphase Corp.	Technology Hardware & Equipment	2.20%
Walgreen Co.	Food & Drug Retailers	2.15%
EnergySolutions	Support Services	2.07%
Cisco Systems, Inc.	Technology Hardware & Equipment	2.04%
Qualcomm, Inc.	Technology Hardware & Equipment	2.01%
JPMorgan Chase & Co.	Banks	1.98%

As of November 30, 2012, 99.9% of the Fund’s net assets were in equity, cash and short-term instruments.

See Notes to Financial Statements.
5

LARGECAP FUND SCHEDULE OF INVESTMENTS

November 30, 2012

	Shares	Value
COMMON STOCKS - 99.9%
Consumer Discretionary - 11.0%
Automobiles & Parts - 2.1%
Johnson Controls, Inc.	58,450	$	1,609,713
LKQ Corp. (a)	23,000		504,160
			2,113,873
General Retailers - 3.6%
Bed Bath & Beyond Inc. (a)	16,075		943,924
Best Buy Co., Inc.	67,690		887,416
Kohl’s Corp.	18,360		819,774
Target Corp.	15,360		969,677
			3,620,791
Household Products - 1.2%
D.R. Horton, Inc.	25,550		497,203
Jarden Corp. (a)	13,915		736,243
			1,233,446
Leisure Goods - 0.5%
Brunswick Corp.	19,075		491,563
Media - 2.8%
The Walt Disney Co.	20,950		1,040,377
Time Warner Inc.	21,050		995,665
Viacom Inc. Class B	13,975		721,250
			2,757,292
Personal Goods - 0.8%
Hanesbrands, Inc. (a)	21,850		788,785
Consumer Staples - 6.3%
Beverages - 1.0%
PepsiCo, Inc.	13,975		981,185
Food & Drug Retailers - 4.1%
Sysco Corp.	23,570		745,991
Walgreen Co.	63,200		2,143,112
Wal-Mart Stores, Inc.	16,875		1,215,337
			4,104,440
Household Goods &
Home Construction - 1.2%
The Procter & Gamble Co.	17,725		1,237,737
Energy - 14.1%
Oil & Gas Producers - 11.2%
Anadarko Petroleum Corp.	13,710		1,003,435
Apache Corp.	8,875		684,174
Chevron Corp.	15,545		1,642,951
Devon Energy Corp.	12,975		670,418
Encana Corp.	35,050		763,739
Exxon Mobil Corp.	33,470		2,950,046
Forest Oil Corp. (a)	122,825		782,395
Goodrich Petroleum Corp. (a)	56,025		504,785
Hess Corp.	18,720		928,699
Noble Energy, Inc.	5,250		513,188
Southwestern Energy Co. (a)	20,325		705,481
			11,149,311
Oil Equipment, Services &
Distribution - 2.9%
Helmerich & Payne, Inc.	15,650		816,930
Schlumberger Ltd.	21,244		1,521,495
Seadrill Ltd.	12,965		499,541
			2,837,966
Financials - 16.0%
Banks - 9.8%
Associated Banc-Corp	100,140		1,286,799
Bank of America Corp.	277,900		2,740,094
Citigroup Inc.	43,000		1,486,510
First Horizon National Corp.	104,910		992,449
JPMorgan Chase & Co.	48,125		1,976,975
PNC Financial Services Group, Inc.	12,530		703,434
Zions Bancorporation	26,300		527,841
			9,714,102
Financial Services - 4.3%
Discover Financial Services	11,895		494,951
MSCI Inc. (a)	45,875		1,330,375
Northern Trust Corp.	20,470		982,969
State Street Corp.	32,400		1,439,856
			4,248,151
Insurance - 1.0%
Aflac, Inc.	18,835		998,067
Real Estate Investment
Trusts - 0.9%
DiamondRock Hospitality Co.	52,450		458,413
Host Hotels & Resorts Inc.	31,525		463,102
			921,515
Health Care - 9.3%
Health Care Equipment &
Services - 5.5%
Baxter International Inc.	10,910		723,006
Express Scripts Holding Co. (a)	34,325		1,848,401
Henry Schein, Inc. (a)	6,215		501,986
Medtronic, Inc.	17,090		719,660
Patterson Cos., Inc.	13,680		466,488
ResMed Inc.	12,000		493,080
Zimmer Holdings, Inc.	11,120		733,586
			5,486,207

See Notes to Financial Statements.
6

LARGECAP FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

	Shares	Value
COMMON STOCKS (continued)
Health Care (continued)
Health Care Services - 1.3%
McKesson Corp.	13,425	$	1,268,260
Pharmaceuticals &
Biotechnology - 2.5%
Amgen Inc.	8,415		747,252
Johnson & Johnson	13,985		975,174
Novartis AG ADR	12,467		773,577
			2,496,003
Industrials - 16.1%
Aerospace & Defense - 0.5%
Lockheed Martin Corp.	5,300		494,490
Construction & Materials - 1.4%
Masco Corp.	82,000		1,390,720
Electrical Equipment - 1.3%
Emerson Electric Co.	24,875		1,249,471
General Industrials - 3.8%
General Electric Co.	105,325		2,225,517
3M Co.	17,045		1,550,243
			3,775,760
Industrial Engineering - 4.9%
ABB Ltd. ADR	94,825		1,841,501
Illinois Tool Works Inc.	16,125		992,816
Ingersoll-Rand PLC	10,650		519,507
Rockwell Automation, Inc.	18,825		1,491,693
			4,845,517
Industrial Transportation - 1.2%
FedEx Corp.	13,550		1,213,131
Support Services - 3.0%
EnergySolutions (a)	631,900		2,066,313
Mobile Mini, Inc. (a)	46,950		937,122
			3,003,435
Information Technology - 25.6%
Computer Programs - 2.9%
Electronic Arts Inc. (a)	121,410		1,798,082
Take-Two Interactive
Software, Inc. (a)	89,500		1,107,115
			2,905,197
Electronic & Electrical
Equipment - 0.8%
Maxwell Technologies, Inc. (a)	103,250		748,563
Internet Programs &
Services - 1.0%
eBay Inc. (a)	19,645		1,037,649
IT Services - 1.7%
Alliance Data Systems Corp. (a)	5,175		737,386
Visa Inc. Class A	6,695		1,002,308
			1,739,694
Software & Computer
Services - 6.3%
Adobe Systems Inc. (a)	29,700		1,027,917
Google Inc. Class A (a)	2,100		1,466,577
Microsoft Corp.	104,451		2,780,486
Oracle Corp.	32,550		1,044,855
			6,319,835
Technology Hardware &
Equipment - 12.9%
Altera Corp.	30,075		974,129
Broadcom Corp. Class A (a)	38,090		1,233,354
Cisco Systems, Inc.	107,310		2,029,232
EMC Corp. (a)	39,300		975,426
Hewlett-Packard Co.	45,000		584,550
Intel Corp.	69,400		1,358,158
JDS Uniphase Corp. (a)	180,260		2,186,554
Linear Technology Corp.	22,920		760,715
Maxim Integrated Products, Inc.	25,980		758,356
Qualcomm, Inc.	31,430		1,999,577
			12,860,051
Materials - 1.5%
Industrial Metals & Mining - 1.5%
Freeport-McMoRan Copper
& Gold Inc.	37,625		1,467,751
TOTAL COMMON STOCKS
(COST $96,933,829)			99,499,958

See Notes to Financial Statements.
7

LARGECAP FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

	Shares	Value
SHORT-TERM INVESTMENTS - 0.0%
Money Market Funds - 0.0%
Fidelity Money Market Portfolio
Class I, 0.140% (b)	205	$	205
Total Money Market Funds			205
TOTAL SHORT-TERM
INVESTMENTS (COST $205)			205
TOTAL INVESTMENTS - 99.9%
(COST $96,934,034)			99,500,163
NET OTHER ASSETS AND
LIABILITIES - 0.1%			110,276
NET ASSETS - 100.0%		$	99,610,439

(a)	Non-income producing security.
(b)	Interest rate shown represents the current coupon rate at November 30, 2012.
ADR: American Depositary Receipt PLC: Public Limited Company

See Notes to Financial Statements.
8

MIDCAP FUND INVESTMENT REVIEW (Unaudited)

November 30, 2012

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

Performance

The MidCap Fund produced a total return of 14.41% for the fiscal year ended November 30, 2012, as compared to its benchmark, the Russell Midcap Index, which returned 14.56%.

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

Average Annual Total Returns
Through 11/30/12
			Since
			Inception
	1 Year	3 Year	(03/31/08)
Thompson MidCap Fund	14.41%	13.02%	6.90%
Russell Midcap Index	14.56%	14.41%	5.68%

Gross Expense Ratio as of 03/31/12 was 1.96%.
Net Expense Ratio after reimbursement was 1.30%.*

* The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the MidCap Fund through March 31, 2013 so that the annual operating expenses of the Fund do not exceed 1.30% of its average daily net assets.

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

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

See Notes to Financial Statements.
9

MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2012

Management Commentary

During its fiscal year, the Fund benefited from strong stock selection in most sectors, including Health Care, Materials, Information Technology, Industrials, Financials and Consumer Discretionary. The strongest individual contributors were Jarden Corp., MedAssets Inc. and Masco Corp, adding a combined 3% to the Fund’s performance.

Though stock selection underperformed in the Utilities and Consumer Staples sectors, the biggest offset to the positive contributors during the year was our dual decision to both overweight the Energy sector and maintain our allocation to natural gas producers within that sector in what became a low-price environment for that commodity. As we noted in the Semi-Annual Report, most of this impact was experienced in the first half of the year, as natural gas prices fell from over $3 to under $2 per mcf (1000 cubic feet). Overweighting that sector at a time when it was by far the worst-performing area of the Fund’s benchmark hurt relative performance by about 1%. While the commodity managed to rebound back to over $3.50 per mcf by the end of the fiscal year, the prices of the natural gas stocks held by the Fund remained depressed as investors exercised caution. If oil and gas prices continue to appreciate, we would of course anticipate better performance from these stocks. They tend to track their respective commodities. Therefore, in the long run, we expect to typically follow the pattern of purchasing these types of securities when we believe their underlying commodity prices are depressed, and selling them when commodity prices are significantly higher than historic norms.

As we’ve mentioned in prior commentaries, we believe that security selection will generally be a more important driver of relative return for the Fund than sector allocation, due to the nature of the strategy we employ. We focus much more on discerning the fundamental value of individual company stocks than we do on sector trends. In other words, we don’t simply decide to overweight or underweight a particular sector. Rather, weighting deviations happen because we’ve either identified or failed to identify a disproportionate number of attractive ideas for individual securities in a particular sector. For example, our underweighting of the Telecommunication Services sector at the end of the fiscal period was not a decision based on the sector’s history as an underperforming area. After all, the factors that drove that history could change. Rather, it indicated that we couldn’t find any companies therein that we believed offered an attractive opportunity for Fund shareholders.

We virtually always look to company fundamentals (such as earnings growth potential, valuation, and balance sheet) when assessing the attractiveness of individual securities. This not only applies to our initial decision to purchase a stock, but also to our analysis of that stock throughout the Fund’s holding period. If a stock performs poorly, we have to ask ourselves if holding the security still makes sense, or if we should eliminate the position from the portfolio. We analyze each situation uniquely rather than follow a strict guideline of automatically dumping a holding if it lags beyond a certain threshold. Are the fundamentals intact? Do these companies operate the way we thought they did, or has something materially changed? Do they still have a competitive advantage? Is there still secular growth potential for their products or services? Has there been malfeasance? Have their balance sheets deteriorated? If the answers to these questions suggest the return potential of the stock are no longer attractive, we will usually sell the holding. Otherwise we are usually inclined to take advantage of the price decline and purchase additional shares.

In the case of our Energy sector holdings, we are expecting to maintain our current allocation for now. We believe that commodity prices will continue to recover, and that the potential return for these companies is therefore attractive. Sentiment can randomly change dramatically in the short run in unpredictable ways. In the long run, we believe that stock prices are eventually driven by the actual ability of a company to grow its earnings. We are not always right, but by paying close attention to fundamental details we gain confidence that the decisions we make will allow us to outlast this short term “noise.” We therefore expect that it is our ability to accurately assess the potential of individual securities over the long run that will determine the performance success of the Fund.

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

Mutual fund investing involves risk. Principal loss is possible. Midcap companies tend to have limited liquidity and greater volatility than large-capitalization companies.

Please refer to the Schedule of Investments on page 12 of this report for holdings information. The management commentary above as well as Fund holdings and asset/sector allocations should not be considered a recommendation to buy or sell any security. In addition, please note that Fund holdings and asset/sector allocations are subject to change.

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

See Notes to Financial Statements.
10

MIDCAP FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2012

Sector Weightings at 11/30/12
% of Total Investments

Top 10 Equity Holdings at 11/30/12
		% of Fund’s
Company	Industry	Net Assets
Take-Two Interactive Software, Inc.	Computer Programs	2.70%
EnergySolutions	Support Services	2.67%
JDS Uniphase Corp.	Technology Hardware & Equipment	2.33%
Electronic Arts Inc.	Computer Programs	2.23%
First Horizon National Corp.	Banks	2.05%
Broadcom Corp. Class A	Technology Hardware & Equipment	2.02%
Associated Banc-Corp	Banks	1.96%
Mobile Mini, Inc.	Support Services	1.89%
Jarden Corp.	Household Products	1.88%
MSCI Inc.	Financial Services	1.88%

As of November 30, 2012, 99.9% of the Fund’s net assets were in equity, cash and short-term instruments.

See Notes to Financial Statements.
11

MIDCAP FUND SCHEDULE OF INVESTMENTS

November 30, 2012

		Shares	Value
COMMON STOCKS - 99.9%
	Consumer Discretionary - 14.7%
	Automobiles & Parts - 1.0%
	LKQ Corp. (a)	11,620	$	254,710
	General Retailers - 5.5%
	Bed Bath & Beyond Inc. (a)	6,165		362,009
	Best Buy Co., Inc.	8,700		114,057
	Jos. A. Bank Clothiers, Inc. (a)	7,110		306,441
	Kohl’s Corp.	6,020		268,793
	Nordstrom, Inc.	5,520		298,577
				1,349,877
	Household Products - 2.4%
	D.R. Horton, Inc.	6,525		126,977
	Jarden Corp. (a)	8,725		461,640
				588,617
	Leisure Goods - 1.1%
	Brunswick Corp.	10,200		262,854
	Personal Goods - 3.0%
	Coach, Inc.	5,303		306,726
	Hanesbrands, Inc. (a)	12,203		440,528
				747,254
	Travel & Leisure - 1.7%
	Darden Restaurants, Inc.	7,906		418,069
	Consumer Staples - 1.9%
	Food Producers - 1.9%
	Diamond Foods, Inc. (a)	2,750		39,160
	McCormick & Co., Inc.	2,748		177,411
	The J. M. Smucker Co.	2,762		244,327
				460,898
	Energy - 11.3%
	Oil & Gas Producers - 8.8%
	Bill Barrett Corp. (a)	11,690		203,172
	Denbury Resources Inc. (a)	3,585		55,317
	Encana Corp.	6,050		131,830
	Forest Oil Corp. (a)	31,875		203,044
	Goodrich Petroleum Corp. (a)	27,650		249,126
	Lone Pine Resources Inc. (a)	19,942		21,139
	Murphy Oil Corp.	3,476		197,228
	Noble Energy, Inc.	4,533		443,101
	Oasis Petroleum Inc. (a)	4,250		128,435
	Quicksilver Resources Inc. (a)	25,430		80,613
	Range Resources Corp.	5,615		359,472
	Swift Energy Co. (a)	2,600		40,248
	Ultra Petroleum Corp. (a)	2,700		54,135
				2,166,860
	Oil Equipment, Services &
	Distribution - 2.5%
	Dresser-Rand Group, Inc. (a)	3,600		190,116
	Helmerich & Payne, Inc.	4,970		259,434
	Seadrill Ltd.	4,460		171,844
				621,394
	Financials - 16.8%
	Banks - 5.8%
	Associated Banc-Corp	37,384		480,384
	First Horizon National Corp.	53,095		502,279
	Regions Financial Corp.	18,985		126,630
	SunTrust Banks, Inc.	4,970		134,936
	Zions Bancorporation	9,260		185,848
				1,430,077
	Financial Services - 6.0%
	Discover Financial Services	7,754		322,644
	Eaton Vance Corp.	8,020		255,678
	MSCI Inc. (a)	15,910		461,390
	Northern Trust Corp.	8,875		426,177
				1,465,889
	Insurance - 2.0%
	Cincinnati Financial Corp.	4,420		179,098
	Unum Group	14,810		301,976
				481,074
	Real Estate Investment
	Trusts - 3.0%
	DiamondRock Hospitality Co.	28,175		246,250
	Host Hotels & Resorts Inc.	16,660		244,735
	LaSalle Hotel Properties	10,075		242,908
				733,893
	Health Care - 10.9%
	Health Care Equipment &
	Services - 9.4%
	Henry Schein, Inc. (a)	4,169		336,730
	Masimo Corp. (a)	5,500		113,960
	MedAssets Inc. (a)	24,390		392,679
	Natus Medical Inc. (a)	26,850		303,942
	Patterson Cos., Inc.	9,580		326,678
	ResMed Inc.	9,775		401,655
	Waters Corp. (a)	2,224		188,039
	Zimmer Holdings, Inc.	3,675		242,440
				2,306,123
	Health Care Services - 0.9%
	McKesson Corp.	2,445		230,979
	Pharmaceuticals &
	Biotechnology - 0.6%
	Illumina, Inc. (a)	2,675		143,674

See Notes to Financial Statements.
12

MIDCAP FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Shares	Value
COMMON STOCKS (continued)
	Industrials - 16.6%
	Aerospace & Defense - 1.0%
	Alliant Techsystems Inc.	4,209	$	252,540
	Construction & Materials - 3.4%
	Masco Corp.	24,500		415,520
	Mueller Water Products, Inc.
	Class A	33,900		189,162
	USG Corp. (a)	8,875		238,116
				842,798
	Electrical Equipment - 1.0%
	Regal-Beloit Corp.	3,555		247,961
	Industrial Engineering - 4.9%
	Ingersoll-Rand PLC	8,075		393,898
	Rockwell Automation, Inc.	5,495		435,424
	SPX Corp.	5,550		378,066
				1,207,388
	Support Services - 6.3%
	Cintas Corp.	5,720		237,037
	EnergySolutions (a)	200,760		656,485
	Mobile Mini, Inc. (a)	23,245		463,970
	W.W. Grainger, Inc.	948		183,931
				1,541,423
	Information Technology - 20.8%
	Computer Programs - 4.9%
	Electronic Arts Inc. (a)	36,915		546,711
	Take-Two Interactive Software,
	Inc. (a)	53,685		664,083
				1,210,794
	Electronic & Electrical
	Equipment - 3.6%
	Celestica Inc. (a)	16,381		120,892
	Flextronics International Ltd. (a)	31,542		182,628
	Maxwell Technologies, Inc. (a)	55,950		405,637
	Molex Inc. Class A	8,560		185,838
				894,995
	IT Services - 2.5%
	Alliance Data Systems Corp. (a)	2,540		361,925
	Fiserv, Inc. (a)	3,322		255,761
				617,686
	Technology Hardware &
	Equipment - 9.8%
	Altera Corp.	7,550		244,545
	Broadcom Corp. Class A (a)	15,305		495,576
	Cavium Inc. (a)	11,475		404,264
	JDS Uniphase Corp. (a)	47,231		572,912
	Linear Technology Corp.	9,060		300,701
	Maxim Integrated Products, Inc.	13,051		380,959
				2,398,957
	Materials - 4.5%
	Chemicals - 3.5%
	Ecolab Inc.	5,706		411,288
	International Flavors &
	Fragrances Inc.	6,770		440,253
				851,541
	Household Materials - 1.0%
	The Scotts Miracle-Gro Co. Class A	5,746		238,229
	Utilities - 2.4%
	Electricity - 0.5%
	Pepco Holdings, Inc.	5,660		111,728
	Gas, Water & Multiutilities - 1.9%
	MDU Resources Group, Inc.	14,297		296,234
	SCANA Corp.	3,389		157,046
				453,280
	TOTAL COMMON STOCKS
	(COST $22,869,999)			24,531,562
SHORT-TERM INVESTMENTS - 0.0%
	Money Market Funds - 0.0%
	Fidelity Money Market Portfolio
	Class I, 0.140% (b)	964		964
	Total Money Market Funds			964
	TOTAL SHORT-TERM INVESTMENTS
	(COST $964)			964
	TOTAL INVESTMENTS - 99.9%
	(COST $22,870,963)			24,532,526
	NET OTHER ASSETS AND
	LIABILITIES - 0.1%			22,735
	NET ASSETS - 100.0%		$	24,555,261

(a)	Non-income producing security.
(b)	Interest rate shown represents the current coupon rate at November 30, 2012.
PLC: Public Limited Company

See Notes to Financial Statements.
13

BOND FUND INVESTMENT REVIEW (Unaudited)

November 30, 2012

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

Performance
The Bond Fund produced a total return of 9.70% for the fiscal year ended November 30, 2012, as compared to its benchmark, the Barclays U.S. Government/Credit 1-5 Year Index, which returned 2.53%.

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

Average Annual Total Returns
Through 11/30/12
	1 Year	3 Year	5 Year	10 Year
Thompson Bond Fund	9.70%	6.35%	8.10%	6.92%
Barclays U.S. Gov’t./Credit 1-5 Year Index	2.53%	2.81%	3.89%	3.88%

Gross Expense Ratio as of 03/31/12 was 0.84%.	30-Day SEC Yield as of 11/30/12 was 2.43%.
Net Expense Ratio after reimbursement was 0.80%.*	30-Day SEC Yield (without reimbursement) as of 11/30/12 was 2.43%.

* The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the Bond Fund through March 31, 2013 so that the annual operating expenses of the Fund do not exceed 0.80% of its average daily net assets.

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

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

See Notes to Financial Statements.
14

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2012

Management Commentary

The positive relative performance of the Fund over the annual period far exceeded our initial expectations. It benefited from a combination of declining interest rates, narrowing corporate spreads and a yield advantage over its benchmark driven by our current allocation to higher yielding corporate bonds. Each factor in isolation, assuming all else equal, would have been enough to allow the Fund to outperform its benchmark. Together they combined for an outstanding fiscal year.

This trifecta of positive influences is rare. Short and intermediate term changes in interest rates and spreads are typically random in nature. To have both work so strongly in favor of shareholders during the annual period was a fortuitous outcome that is unlikely to be repeated going forward. Corporate spreads at the BBB credit level are near the middle of their historical normal range, suggesting a balanced possibility of widening or narrowing during the next fiscal year. Overall, interest rates are near record lows, suggesting that further declines are unlikely. However, with the traditional relationship between the yield curve and inflation expectations distorted by quantitative easing and other manipulation of the yield curve by the Federal Reserve, no outcome can be completely ruled out. Regardless, we do not expect the same tailwinds from changes in rates and spreads to continue into the new year.

We remain prepared for the possibility that interest rates could start to meaningfully increase from current levels, and we believe that the current structure of the Fund’s portfolio, with duration of only 2.85 years at fiscal year-end, would mitigate the impact of such an increase to some degree. Within the ladder, we have increased the proportion of the securities in the Fund having expected maturities of one year or less. If rates do rise and longer maturity bonds become more attractive, our current plan is to reallocate from these securities into higher yielding securities. For now though, we believe our larger than benchmark allocation to corporate bonds should continue to provide an attractive option for fixed income investors due to their current higher yields.

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.

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

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.

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

See Notes to Financial Statements.
15

BOND FUND INVESTMENT REVIEW (Unaudited) (Continued)

November 30, 2012

Portfolio Concentration at 11/30/12
(Includes cash and cash equivalents)
% Total Investments
Quality
U.S. Government & Agency Issues	0.13%
AAA	0.23%
AA	3.00%
A	12.01%
BBB	82.08%
BB and Below	2.41%
Not Rated	0.02%
Money Market Funds	0.12%
	100.00%
Effective Maturity
Under 1 year	23.09%
1 to 3 years	21.66%
3 to 5 years	26.03%
5 to 10 years	29.22%
	100.00%
Asset Allocation
Corporate Bonds	90.01%
Convertible Bonds	4.96%
Asset-Backed Securities	4.55%
Taxable Municipal Bonds	0.23%
Federal Agency Mortgage-Backed Securities	0.13%
Money Market Funds	0.12%
	100.00%

See Notes to Financial Statements.
16

BOND FUND SCHEDULE OF INVESTMENTS

November 30, 2012

		Principal
		Amount		Value
BONDS - 98.8%
	Asset-Backed Securities - 4.5%
	Beaver Valley II Funding
	9.000% due 6/1/2017	$	10,000	$	10,209
	Continental Airlines
	2009-2 Class B
	9.250% due 5/10/2017		750,485		819,905
	Continental Airlines
	2010-1 Class B
	6.000% due 1/12/2019		88,787		90,785
	Delta Air Lines 2007-1 A
	6.821% due 8/10/2022		10,905,882		12,220,041
	Delta Air Lines 2009-1 B
	9.750% due 12/17/2016		533,425		597,436
	General American
	Railcar 1997-1
	6.690% due 9/20/2016 (d)		361,643		373,380
	General American Railcar II
	6.210% due 9/20/2017		6,280,118		6,571,105
	General American Railcar III
	7.760% due 8/20/2018 (d)		1,220,034		1,287,746
	Maritimes & Northeast
	Pipeline LLC
	7.500% due 5/31/2014 (d)		24,882,000		26,268,176
	Northwest Airlines
	2001-1 Class A-1
	7.041% due 4/1/2022		470,605		524,724
	Northwest Airlines
	2002-1 Class G-2 Trust
	6.264% due 11/20/2021		1,067,851		1,131,922
	Northwest Airlines
	2007-1 Class A Trust
	7.027% due 11/1/2019		4,212,358		4,638,649
	Prologis, Inc.
	7.810% due 2/1/2015		3,351,000		3,430,117
	World Financial Properties
	Tower B Corp.
	6.910% due 9/1/2013 (d)		174,423		176,875
	Total Asset-Backed Securities				58,141,070
	Convertible Bonds - 4.9%
	Amgen Inc.
	0.375% due 2/1/2013		782,000		900,766
	EMC Corp.
	1.750% due 12/1/2013		1,000,000		1,570,000
	Hospitality Properties Trust
	3.800% due 3/15/2027		7,309,000		7,162,820
	Medtronic, Inc.
	1.625% due 4/15/2013		4,073,000		4,065,363
	NASDAQ OMX Group, Inc.
	2.500% due 8/15/2013		15,000		15,038
	Prologis, Inc.
	1.875% due 11/15/2037		43,000		43,000
	2.625% due 5/15/2038		20,921,000		21,025,605
	2.625% due 5/15/2038		60,000		60,300
	Transocean Inc.
	1.500% due 12/15/2037		28,500,000		28,535,625
	Total Convertible Bonds				63,378,517
	Corporate Bonds - 89.1%
	Advance Auto Parts, Inc.
	5.750% due 5/1/2020		21,826,000		23,447,497
	Aetna Inc.
	6.750% due 9/15/2013		45,000		46,878
	Altria Group, Inc.
	7.000% due 11/4/2013		35,000		36,826
	8.500% due 11/10/2013		33,000		35,357
	American Express
	6.650% due 9/15/2015		90,000		101,589
	6.900% due 9/15/2015		277,000		313,867

See Notes to Financial Statements.
17

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Principal
		Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
	American Financial Group, Inc.
	9.875% due 6/15/2019	$	1,751,000	$	2,294,918
	American General Finance
	6.000% due 10/15/2014		1,000,000		961,232
	6.000% due 12/15/2014		1,000,000		964,185
	American Standard Inc.
	5.500% due 4/1/2015		25,000		26,932
	Amphenol Corp.
	4.750% due 11/15/2014		1,698,000		1,811,802
	Anheuser-Busch Cos. LLC
	4.375% due 1/15/2013		6,000		6,022
	Arden Realty LP
	5.250% due 3/1/2015		3,019,000		3,255,364
	Arrow Electronics, Inc.
	6.875% due 7/1/2013		10,000		10,337
	Aspen Insurance Holdings Ltd.
	6.000% due 8/15/2014		4,116,000		4,397,378
	Associated Banc-Corp
	9.250% due 10/15/2018		74,000		75,433
	Associates Corp. N.A.
	6.950% due 11/1/2018		691,000		837,146
	Astoria Financial Corp.
	5.000% due 6/19/2017		26,825,000		28,264,832
	AutoZone, Inc.
	4.375% due 6/1/2013		150,000		152,742
	Avnet, Inc.
	6.000% due 9/1/2015		90,000		97,980
	6.625% due 9/15/2016		551,000		623,425
	Avon Products, Inc.
	4.800% due 3/1/2013		350,000		352,649
	6.500% due 3/1/2019		23,278,000		25,314,429
	Axis Capital Holdings
	5.750% due 12/1/2014		5,622,000		6,025,356
	Bank of America Corp.
	5.000% due 12/15/2012		20,000		20,019
	4.750% due 8/15/2013		485,000		496,443
	4.750% due 8/15/2013		20,000		20,333
	7.375% due 5/15/2014		866,000		940,377
	5.375% due 6/15/2014		50,000		52,954
	5.350% due 9/15/2015		549,000		594,531
	5.250% due 12/1/2015		333,000		358,995
	5.625% due 10/14/2016		935,000		1,063,847
	6.000% due 8/15/2017		115,000		129,070
	6.050% due 8/15/2017		948,000		1,071,374
	5.750% due 12/1/2017		555,000		641,841
	5.350% due 3/15/2018		81,000		87,904
	5.800% due 2/15/2019		10,000		10,958
	7.625% due 6/1/2019		730,000		933,379
	6.400% due 8/15/2019		141,000		162,298
	6.750% due 8/15/2019		671,000		783,537
	4.625% due 3/30/2020 (b)		130,000		131,278
	4.250% due 5/6/2020 (b)		698,000		702,857
	5.560% due 11/23/2020 (b)		25,000		24,999
	4.250% due 5/31/2022 (b)		588,000		589,907
	6.125% due 12/15/2037		50,000		49,999
	6.150% due 12/15/2037		71,000		70,995
	Bear Stearns Cos. LLC
	5.300% due 9/15/2013		20,000		20,532
	3.440% due 3/10/2014 (a)		270,000		269,166
	3.390% due 4/10/2014 (a)		100,000		102,126
	Best Buy Co., Inc.
	7.250% due 7/15/2013 (a)		570,000		574,275
	3.750% due 3/15/2016		17,902,000		16,067,045
	Bio-Rad Laboratories, Inc.
	8.000% due 9/15/2016		18,794,000		20,344,336
	Black Hills Corp.
	9.000% due 5/15/2014		2,452,000		2,713,766
	Boston Properties LP
	5.625% due 4/15/2015		331,000		364,812
	Boston Scientific Corp.
	5.450% due 6/15/2014		1,392,000		1,481,288
	6.250% due 11/15/2015 (a)		3,358,000		3,792,676
	Brinker International
	5.750% due 6/1/2014		8,362,000		8,870,543

See Notes to Financial Statements.
18

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Principal
		Amount		Value
BONDS (continued)
	Corporate Bonds (continued)
	Brocade Communications
	Systems, Inc.
	6.625% due 1/15/2018	$	19,781,000	$	20,522,787
	6.875% due 1/15/2020		1,853,000		2,010,505
	CA, Inc.
	6.125% due 12/1/2014		1,614,000		1,758,732
	Capital One Financial
	6.500% due 6/13/2013		524,000		539,739
	6.150% due 9/1/2016		300,000		345,175
	Carpenter Technology Corp.
	7.060% due 5/21/2018		500,000		552,874
	7.030% due 5/22/2018		8,000		8,835
	Caterpillar Financial
	Services Corp.
	5.050% due 2/15/2013		90,000		90,360
	4.250% due 4/15/2013		10,000		10,094
	Centel Capital Corp.
	9.000% due 10/15/2019		10,000		11,973
	CenterPoint Energy, Inc.
	6.850% due 6/1/2015		192,000		217,396
	Chesapeake & Potomac
	Telephone Co.
	7.150% due 5/1/2023		2,871,000		2,930,206
	7.150% due 5/1/2023		9,000		9,176
	Citigroup Funding, Inc.
	4.250% due 12/15/2018 (b)		10,000		10,057
	Citigroup Global Markets
	Holdings Inc.
	5.000% due 3/15/2024		13,000		13,000
	5.600% due 9/15/2029		41,000		40,998
	Citigroup, Inc.
	5.500% due 4/11/2013		2,305,000		2,343,729
	5.850% due 7/2/2013		1,765,000		1,816,602
	6.500% due 8/19/2013		2,025,000		2,105,131
	6.000% due 12/13/2013		5,448,000		5,732,892
	5.125% due 5/5/2014		168,000		177,282
	5.000% due 9/15/2014		3,085,000		3,248,533
	6.010% due 1/15/2015		274,000		300,176
	4.875% due 5/7/2015		115,000		122,772
	5.500% due 2/15/2017		180,000		199,755
	6.125% due 11/21/2017		1,269,000		1,508,243
	6.125% due 5/15/2018		176,000		210,631
	Cleveland Electric
	Illuminating Co.
	5.650% due 12/15/2013		189,000		197,846
	CNA Financial Corp.
	5.850% due 12/15/2014		1,552,000		1,687,311
	6.500% due 8/15/2016		1,250,000		1,446,268
	6.950% due 1/15/2018		605,000		705,175
	Colonial Realty LP
	6.150% due 4/15/2013		700,000		710,758
	Commercial Net
	Lease Realty, Inc.
	6.250% due 6/15/2014		1,060,000		1,136,923
	6.150% due 12/15/2015		443,000		502,031
	Computer Sciences Corp.
	6.500% due 3/15/2018		19,477,000		22,418,105
	Con-way Inc.
	7.250% due 1/15/2018		13,089,000		15,265,308
	Countrywide Financial Corp.
	5.000% due 5/11/2015		30,000		29,334
	5.750% due 6/24/2015 (b)		560,000		560,137
	6.500% due 7/28/2015 (b)		138,000		137,797
	6.250% due 5/15/2016		952,000		1,050,774
	5.250% due 5/27/2020		173,000		171,186
	6.000% due 8/26/2020 (b)		92,000		90,487
	Countrywide Home Loans, Inc.
	6.730% due 4/17/2013		93,000		94,621
	6.000% due 1/24/2018		1,069,000		1,068,133
	5.500% due 5/16/2018		240,000		237,843
	Coventry Health Care, Inc.
	6.300% due 8/15/2014		8,184,000		8,870,277
	6.125% due 1/15/2015		1,136,000		1,245,455
	5.950% due 3/15/2017		854,000		999,148

See Notes to Financial Statements.
19

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Principal
		Amount		Value
BONDS (continued)
Corporate Bonds (continued)
	Crane Co.
	5.500% due 9/15/2013	$	45,000	$	46,208
	Cytec Industries Inc.
	4.600% due 7/1/2013		265,000		268,943
	Darden Restaurants
	7.125% due 2/1/2016		75,000		85,525
	Dean Witter Discover & Co.
	6.750% due 10/15/2013		92,000		96,367
	Dexia Credit Local
	2.000% due 3/5/2013 (d)		17,000,000		17,019,975
	2.750% due 1/10/2014 (d)		5,000,000		5,050,685
	Discover Financial Services
	6.450% due 6/12/2017		590,000		693,059
	10.250% due 7/15/2019		7,664,000		10,022,803
	Domtar Corp.
	10.750% due 6/1/2017		4,987,000		6,510,015
	Dow Chemical Co.
	4.300% due 6/15/2013		30,000		30,488
	6.850% due 8/15/2013		250,000		260,175
	7.600% due 5/15/2014		1,688,000		1,849,928
	5.900% due 2/15/2015		650,000		720,122
	5.050% due 9/15/2020		105,000		105,501
	Dr Pepper Snapple Group, Inc.
	6.120% due 5/1/2013		5,000		5,113
	Duquesne Light Holdings Inc.
	5.500% due 8/15/2015		6,799,000		7,387,834
	Eaton Corp.
	4.900% due 5/15/2013		15,000		15,294
	Electronic Data Systems
	6.000% due 8/1/2013		638,000		653,811
	Enbridge Energy Partners, L.P.
	4.750% due 6/1/2013		25,000		25,409
	Endurance Specialty
	Holdings Ltd.
	6.150% due 10/15/2015		5,990,000		6,603,466
	Enel Finance Int’l. N.V.
	6.250% due 9/15/2017 (d)		1,706,000		1,890,060
	5.125% due 10/7/2019 (d)		5,000,000		5,206,500
	5.125% due 10/7/2019		500,000		520,650
	Energy Transfer Partners, L.P.
	6.000% due 7/1/2013		272,000		279,279
	Entergy Corp.
	5.250% due 8/1/2013		17,000		17,409
	Expedia, Inc.
	7.456% due 8/15/2018		17,549,000		20,980,777
	Fairfax Financial Holdings Ltd.
	8.250% due 10/1/2015		1,904,000		2,173,993
	7.750% due 6/15/2017		397,000		410,716
	7.375% due 4/15/2018		11,333,000		13,100,517
	5.800% due 5/15/2021 (d)		12,040,000		12,531,581
	Fidelity National Financial, Inc.
	6.600% due 5/15/2017		15,861,000		17,970,751
	Fifth Third Bancorp
	6.250% due 5/1/2013		1,356,000		1,386,650
	First Horizon National Corp.
	5.375% due 12/15/2015		895,000		977,734
	First Tennessee Bank
	4.500% due 5/15/2013		1,780,000		1,803,115
	4.625% due 5/15/2013		7,703,000		7,820,640
	5.050% due 1/15/2015		2,672,000		2,793,098
	5.650% due 4/1/2016		5,247,000		5,738,445
	Florida Power & Light Co.
	4.850% due 2/1/2013		5,000		5,035
	Fortune Brands, Inc.
	4.875% due 12/1/2013		10,000		10,365
	6.375% due 6/15/2014		370,000		400,372
	5.375% due 1/15/2016		10,000		11,237
	Gazprom OAO Via Gaz
	Capital S.A.
	9.250% due 4/23/2019 (d)		1,500,000		1,968,585

See Notes to Financial Statements.
20

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Principal
		Amount		Value
BONDS (continued)
Corporate Bonds (continued)
General Electric Capital Corp.
	5.000% due 12/15/2012	$	41,000	$	41,042
	5.000% due 12/15/2012		160,000		160,189
	5.100% due 12/15/2012		108,000		108,000
	4.150% due 6/15/2013		10,000		10,106
	6.500% due 10/15/2013		118,000		118,337
	5.900% due 5/13/2014		450,000		483,373
	5.600% due 7/15/2014		500,000		533,746
	4.250% due 5/15/2015		40,000		39,998
	4.500% due 5/15/2015		81,000		80,627
	4.750% due 5/15/2015		11,000		10,995
	4.750% due 5/15/2015		80,000		79,994
	4.125% due 6/15/2015		10,000		10,000
	4.125% due 6/15/2015		180,000		179,991
	4.300% due 6/15/2015		130,000		129,993
	5.250% due 6/15/2015		25,000		27,151
	5.400% due 6/15/2015		59,000		64,299
	5.500% due 8/15/2015		30,000		32,954
	5.600% due 12/15/2015		211,000		210,994
	5.250% due 1/15/2016		473,000		472,984
	5.450% due 1/15/2016		49,000		48,471
	5.250% due 2/15/2016		38,000		38,208
	5.375% due 2/15/2016		158,000		159,418
	5.000% due 4/15/2016		271,000		270,963
	5.000% due 4/15/2016		45,000		47,778
	5.000% due 5/15/2016		93,000		93,770
	5.625% due 10/15/2016		30,000		30,336
	5.700% due 10/15/2016		15,000		15,002
	6.750% due 12/15/2016		55,000		54,994
	5.125% due 2/15/2017		10,000		10,057
	4.750% due 3/15/2017		395,000		396,955
	4.500% due 5/15/2017		59,000		59,029
	4.500% due 7/15/2017		217,000		216,700
	5.375% due 8/15/2017		38,000		38,117
	5.450% due 8/15/2017		10,000		10,068
	5.625% due 12/15/2017		659,000		658,958
	5.625% due 12/15/2017		222,000		222,123
	5.000% due 3/15/2018		170,000		170,364
	5.000% due 3/15/2018		120,000		120,240
	5.000% due 3/15/2018		40,000		39,999
	5.100% due 4/15/2018		83,000		83,001
	5.250% due 4/15/2018		124,000		124,638
	6.750% due 4/15/2018		373,000		444,157
	4.750% due 5/15/2018		70,000		70,001
	5.000% due 5/15/2018		115,000		114,009
	5.000% due 5/15/2018		30,000		30,109
	6.300% due 5/15/2018		1,790,000		2,107,958
	4.500% due 6/15/2018		307,000		306,994
	4.500% due 6/15/2018		132,000		131,990
	4.650% due 6/15/2018		151,000		150,996
	6.000% due 7/15/2018		57,000		66,270
	6.000% due 7/15/2018		39,000		45,475
	5.250% due 1/15/2019		37,000		37,003
	5.250% due 4/15/2019		10,000		10,000
	5.750% due 5/15/2019		86,000		88,063
	5.450% due 7/15/2019		50,000		50,137
	5.500% due 7/15/2019		11,000		11,001
	6.150% due 7/15/2019		75,000		74,998
	5.250% due 8/15/2019		16,000		16,032
	5.250% due 8/15/2019		65,000		65,002
	5.375% due 8/15/2019		16,000		16,001
	5.600% due 8/15/2019		27,000		27,111
	5.650% due 8/15/2019		76,000		75,999
	6.000% due 8/15/2019		20,000		19,996
	6.000% due 8/15/2019		56,000		56,113
	5.000% due 9/15/2019		60,000		59,998
	5.125% due 9/15/2019		52,000		51,999
	5.250% due 9/15/2019		42,000		42,151
	5.750% due 9/15/2019		15,000		15,053
	5.750% due 9/15/2019		10,000		9,999
	5.750% due 9/15/2019		5,000		5,001
	5.800% due 9/15/2019		40,000		40,395
	5.000% due 10/15/2019		50,000		49,962
	5.100% due 10/15/2019		33,000		33,018
	5.125% due 10/15/2019		70,000		70,015
	5.250% due 10/15/2019		115,000		115,004
	5.450% due 10/15/2019		32,000		31,976
	5.500% due 10/15/2019		163,000		163,456
	5.000% due 11/15/2019		125,000		124,322
	5.500% due 11/15/2019		136,000		136,002
	5.500% due 11/15/2019		115,000		115,000
	5.550% due 11/15/2019		50,000		49,999
	5.100% due 12/15/2019		51,000		51,000
	5.150% due 12/15/2019		50,000		49,999
	5.350% due 12/15/2019		80,000		80,032
	5.375% due 12/15/2019		8,000		8,001
	5.500% due 12/15/2019		57,000		56,995
	5.800% due 12/15/2019		68,000		68,058
	5.300% due 1/15/2020		65,000		64,999
	5.500% due 1/15/2020		39,000		39,008
	5.750% due 1/15/2020		60,000		59,940
	5.000% due 2/15/2020		100,000		100,699
	5.000% due 2/15/2020		53,000		52,997
	5.375% due 2/15/2020		37,000		36,999
	5.500% due 2/15/2020		33,000		32,831

See Notes to Financial Statements.
21

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Principal
		Amount		Value
BONDS (continued)
Corporate Bonds (continued)
	General Electric Capital Corp. (continued)
	5.625% due 2/15/2020	$	21,000	$	20,998
	5.125% due 3/15/2020		34,000		34,115
	5.150% due 3/15/2020		78,000		78,026
	5.200% due 3/15/2020		21,000		20,966
	5.350% due 3/15/2020		35,000		35,028
	5.375% due 3/15/2020		10,000		10,000
	5.400% due 3/15/2020		143,000		142,596
	5.000% due 5/15/2020		20,000		19,710
	5.250% due 12/15/2021		31,000		30,999
	5.500% due 3/15/2023		158,000		158,114
	5.750% due 12/15/2024		90,000		90,011
	5.000% due 7/15/2028		124,000		124,043
	6.000% due 11/15/2037		62,000		62,000
	Genworth Financial Inc.
	8.625% due 12/15/2016		8,264,000		9,447,082
	6.515% due 5/22/2018		17,309,000		18,418,836
	7.700% due 6/15/2020		1,105,000		1,189,317
	Genworth Global Funding Trusts
	5.750% due 5/15/2013		60,000		61,177
	5.500% due 6/15/2013		260,000		264,137
	5.350% due 7/15/2013		15,000		15,216
	Genworth Life Insurance Co.
	5.875% due 5/3/2013 (d)		4,615,000		4,700,941
	Georgia Power Co.
	6.050% due 12/1/2038		61,000		61,000
	Georgia-Pacific LLC
	8.250% due 5/1/2016 (d)		3,055,000		3,272,247
	GFI Group Inc.
	8.625% due 7/19/2018 (a)		551,000		486,258
	GlobalSantaFe Corp.
	5.000% due 2/15/2013		20,000		20,165
	GMAC LLC
	7.100% due 1/15/2013		32,000		31,980
	6.000% due 7/15/2013		60,000		59,746
	0.000% due 6/15/2015 (c)		1,250,000		1,135,938
	6.350% due 2/15/2016 (b)		75,000		74,231
	6.500% due 2/15/2016 (b)		100,000		99,742
	6.500% due 9/15/2016 (b)		87,000		85,992
	7.250% due 9/15/2017		259,000		258,674
	Goldman Sachs Group, Inc.
	8.000% due 3/1/2013 (d)		975,000		989,628
	4.750% due 7/15/2013		170,000		174,084
	5.625% due 1/15/2017		565,000		619,124
	5.950% due 1/18/2018		9,647,000		11,164,869
	Great Plains Energy Inc.
	6.875% due 9/15/2017		30,000		36,780
	Harley-Davidson
	5.250% due 12/15/2012 (d)		1,675,000		1,677,104
	15.000% due 2/1/2014		500,000		565,836
	5.750% due 12/15/2014 (d)		3,800,000		4,163,839
	Harsco Corp.
	5.125% due 9/15/2013		123,000		126,238
	Hartford Financial Services
	4.625% due 7/15/2013		2,114,000		2,160,356
	4.750% due 3/1/2014		825,000		858,602
	6.300% due 3/15/2018		12,311,000		14,675,204
	Hartford Life Insurance Co.
	5.050% due 7/15/2013		35,000		35,378
	Hasbro, Inc.
	6.125% due 5/15/2014		1,000,000		1,074,208
	HCP, Inc.
	5.650% due 12/15/2013		1,455,000		1,524,003
	6.000% due 3/1/2015		5,879,000		6,415,271
	7.072% due 6/8/2015		703,000		790,322
	Hewlett-Packard Co.
	1.250% due 9/13/2013		1,784,000		1,777,176
	2.600% due 9/15/2017		4,673,000		4,449,042
	5.500% due 3/1/2018		11,266,000		11,951,345
	Horace Mann Educators Corp.
	6.850% due 4/15/2016		8,242,000		9,054,760
	Hospitality Properties Trust
	7.875% due 8/15/2014		7,500,000		8,026,433
	5.125% due 2/15/2015		2,114,000		2,211,825
	6.300% due 6/15/2016		271,000		300,404
	5.625% due 3/15/2017		2,651,000		2,933,570
	6.700% due 1/15/2018		1,047,000		1,207,602

See Notes to Financial Statements.
22

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Principal
		Amount		Value
BONDS (continued)
Corporate Bonds (continued)
	HRPT Properties Trust
	5.750% due 2/15/2014	$	1,250,000	$	1,279,931
	5.750% due 11/1/2015		3,318,000		3,538,328
	6.250% due 8/15/2016		2,520,000		2,763,301
	6.250% due 6/15/2017		1,860,000		2,043,031
	6.650% due 1/15/2018		17,049,000		19,241,314
	HSBC Finance Corp.
	5.250% due 12/15/2012		10,000		10,011
	5.350% due 12/15/2012		78,000		77,999
	5.050% due 1/15/2013		1,045,000		1,048,153
	5.150% due 1/15/2013		140,000		140,327
	5.500% due 1/15/2013		20,000		20,075
	5.000% due 2/15/2013		608,000		611,120
	5.250% due 2/15/2013		10,000		10,041
	5.500% due 2/15/2013		180,000		180,762
	5.500% due 2/15/2013		236,000		237,364
	5.650% due 3/15/2013		71,000		71,828
	6.000% due 4/15/2013		835,000		848,459
	5.350% due 7/15/2013		39,000		39,820
	5.750% due 7/15/2013		494,000		504,750
	4.710% due 9/15/2013 (a)		366,000		368,584
	4.330% due 10/10/2013 (a)		331,000		333,588
	1.850% due 12/15/2013		33,000		32,581
	4.110% due 1/10/2014 (a)		335,000		339,998
	5.600% due 4/15/2014		75,000		78,783
	5.500% due 7/15/2014		30,000		31,324
	6.000% due 8/15/2014		553,000		589,260
	6.000% due 8/15/2014		67,000		70,909
	5.800% due 9/15/2014		153,000		162,828
	5.850% due 9/15/2014		325,000		342,229
	5.650% due 10/15/2014		30,000		31,417
	5.750% due 10/15/2014		274,000		288,657
	5.350% due 11/15/2014		30,000		31,802
	5.600% due 2/15/2018		250,000		274,264
	HSBC Holdings PLC
	5.250% due 12/12/2012		3,156,000		3,158,888
	Hyatt Hotels Corp.
	5.750% due 8/15/2015 (d)		100,000		109,587
	Iberdrola Finance Ireland Ltd.
	3.800% due 9/11/2014 (d)		6,000,000		6,169,860
	5.000% due 9/11/2019 (d)		12,453,000		12,987,732
	Ingersoll-Rand
	9.500% due 4/15/2014		1,026,000		1,142,387
	Ingram Micro Inc.
	5.250% due 9/1/2017		1,000,000		1,082,428
	International Paper Co.
	5.500% due 1/15/2014		35,000		36,552
	7.400% due 6/15/2014		25,000		27,188
	ITT Corp.
	7.375% due 11/15/2015		32,000		37,252
	ITT Hartford Group
	7.300% due 11/1/2015		910,000		1,039,300
	Jefferson-Pilot Corp.
	4.750% due 1/30/2014		3,739,000		3,895,735
	John Hancock Life Ins. Co.
	4.800% due 10/15/2013		5,000		5,127
	5.000% due 12/15/2013		5,000		5,161
	5.450% due 9/15/2015		201,000		218,976
	5.450% due 10/15/2015		29,000		31,782
	5.500% due 11/15/2015		75,000		82,240
	5.250% due 12/15/2015		25,000		27,284
	5.500% due 12/15/2015		25,000		27,467
	5.000% due 4/15/2016		60,000		65,410
	JPMorgan Chase & Co.
	5.750% due 1/2/2013		950,000		953,703
	5.250% due 5/15/2018		65,000		64,991
	5.250% due 3/15/2019		20,000		20,003
	Korea Development Bank
	5.750% due 9/10/2013		30,000		31,051
	Korea Electric Power Corp.
	7.750% due 4/1/2013		33,000		33,670
	Lexmark International, Inc.
	5.900% due 6/1/2013		16,341,000		16,647,835
	6.650% due 6/1/2018		3,370,000		3,709,804
	Liberty Property LP
	5.650% due 8/15/2014		36,000		38,710
	Lincoln National Corp.
	4.750% due 2/15/2014		1,638,000		1,711,530

See Notes to Financial Statements.
23

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Principal
		Amount		Value
BONDS (continued)
Corporate Bonds (continued)
	Macy’s Retail Holdings, Inc.
	5.875% due 1/15/2013	$	95,000	$	95,495
	Manufacturers &
	Traders Trust Co.
	5.585% due 12/28/2020 (a)		347,000		346,041
	Markel Corp.
	6.800% due 2/15/2013		110,000		111,159
	Marriott International, Inc.
	5.810% due 11/10/2015		373,000		419,812
	Marsh & McLennan Cos., Inc.
	4.850% due 2/15/2013		1,295,000		1,304,757
	Masco Corp.
	7.125% due 8/15/2013		4,258,000		4,396,338
	4.800% due 6/15/2015		1,456,000		1,528,321
	6.125% due 10/3/2016		4,502,000		5,001,272
	5.850% due 3/15/2017		2,764,000		3,025,220
	6.625% due 4/15/2018		9,013,000		9,497,566
	Maytag Corp.
	5.000% due 5/15/2015		50,000		52,554
	MBNA Corp.
	5.000% due 6/15/2015		800,000		861,496
	Merrill Lynch & Co.
	5.450% due 2/5/2013		1,479,000		1,491,307
	6.150% due 4/25/2013		840,000		857,615
	0.000% due 8/30/2013 (c)		224,000		221,652
	5.000% due 2/3/2014		138,000		143,781
	5.450% due 7/15/2014		1,082,000		1,154,244
	5.000% due 1/15/2015		343,000		366,575
	5.300% due 9/30/2015		1,712,000		1,881,820
	6.050% due 5/16/2016		3,000,000		3,316,170
	6.400% due 8/28/2017		3,048,000		3,570,473
	6.875% due 4/25/2018		233,000		280,268
	6.500% due 7/15/2018		2,668,000		3,134,340
	6.875% due 11/15/2018		2,316,000		2,800,824
	8.400% due 11/1/2019		310,000		390,505
	Morgan Stanley
	4.750% due 4/1/2014		4,268,000		4,417,448
	6.000% due 5/13/2014		695,000		736,781
	6.000% due 4/28/2015		3,753,000		4,089,483
	4.000% due 7/24/2015		200,000		209,209
	5.375% due 10/15/2015		1,000,000		1,083,142
	5.750% due 10/18/2016		2,178,000		2,407,524
	6.250% due 8/28/2017		2,800,000		3,153,424
	5.950% due 12/28/2017		2,933,000		3,321,449
	6.625% due 4/1/2018		10,152,000		11,822,765
	7.300% due 5/13/2019		4,020,000		4,879,251
	6.250% due 7/8/2019 (b)		20,000		20,741
	5.625% due 9/23/2019		400,000		451,122
	5.500% due 1/26/2020		10,000		11,149
	4.000% due 7/30/2020 (b)		4,739,000		4,787,470
	4.000% due 8/19/2020 (b)		444,000		444,267
	MS Structured Step Up
	Callable Trust 2010-02
	4.000% due 7/1/2020 (b)		35,000		34,960
	Nabisco, Inc.
	7.550% due 6/15/2015		50,000		57,920
	NASDAQ OMX Group, Inc.
	4.000% due 1/15/2015		250,000		262,126
	National City Bank of Indiana
	4.250% due 7/1/2018		200,000		224,708
	National City Preferred
	Capital Trust I
	12.000% due 12/31/2049 (a)		15,043,000		15,067,520
	National Retail Properties Inc.
	6.875% due 10/15/2017		2,273,000		2,748,252
	National Rural Utilities
	4.250% due 8/15/2013		35,000		35,726
	7.200% due 10/1/2015		30,000		34,195
	NationsBank Corp.
	0.000% due 8/15/2013 (c)		248,000		245,304
	7.750% due 8/15/2015		2,251,000		2,546,129
	Navigators Group, Inc.
	7.000% due 5/1/2016		12,199,000		13,233,012
	NIPSCO Capital Markets, Inc.
	7.860% due 3/27/2017		38,000		44,140

See Notes to Financial Statements.
24

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Principal
		Amount		Value
BONDS (continued)
Corporate Bonds (continued)
	NiSource Finance Corp.
	5.400% due 7/15/2014	$	215,000	$	229,972
	Nissan Motor Acceptance Corp.
	3.250% due 1/30/2013 (d)		25,000		25,096
	Northern Indiana
	Public Service Co.
	7.590% due 6/12/2017		182,000		215,261
	Northern Rock Asset
	Management PLC
	5.625% due 6/22/2017 (d)		2,500,000		2,944,250
	Odyssey Re Holdings Corp.
	7.650% due 11/1/2013		174,000		183,536
	Ohio Casualty Corp.
	7.300% due 6/15/2014		437,000		470,918
	OneBeacon U.S. Holdings, Inc.
	5.875% due 5/15/2013		3,086,000		3,156,024
	Owens Corning
	6.500% due 12/1/2016		2,708,000		3,061,489
	Paine Webber Group Inc.
	7.625% due 2/15/2014		50,000		52,969
	Petrobras Argentina S.A.
	5.875% due 5/15/2017 (d)		6,750,000		7,188,750
	5.875% due 5/15/2017		5,371,000		5,720,115
	Petrohawk Energy Corp.
	7.875% due 6/1/2015		208,000		216,442
	Pitney Bowes Inc.
	6.250% due 3/15/2019		918,000		996,786
	5.250% due 1/15/2037		27,441,000		28,058,203
	Platinum Underwriters
	Finance, Inc.
	7.500% due 6/1/2017		12,271,000		13,697,847
	PNC Funding Corp.
	5.250% due 11/15/2015		352,000		393,967
	PPL Energy Supply, LLC
	5.400% due 8/15/2014		15,000		16,040
	6.500% due 5/1/2018		1,000,000		1,209,316
	Principal Financial Group
	7.875% due 5/15/2014		2,750,000		3,022,951
	Principal Life Income
	Funding Trusts
	5.300% due 12/14/2012		57,000		57,071
	3.572% due 4/1/2016 (a)		50,000		50,883
	Progressive Corp.
	7.000% due 10/1/2013		25,000		26,298
	Prologis, Inc.
	7.375% due 10/30/2019		5,000		5,828
	6.875% due 3/15/2020		10,000		12,183
	Protective Life Corp.
	4.300% due 6/1/2013		402,000		409,008
	4.875% due 11/1/2014		820,000		867,012
	Protective Life Secured Trusts
	4.250% due 3/15/2013		18,000		18,100
	5.000% due 5/15/2013		5,000		5,081
	Provident Cos., Inc.
	7.000% due 7/15/2018		1,057,000		1,211,877
	Prudential Financial, Inc.
	4.650% due 2/15/2013		69,000		69,431
	5.000% due 6/15/2013		75,000		75,097
	4.750% due 4/1/2014		5,000		5,247
	5.100% due 9/20/2014		225,000		241,212
	6.200% due 1/15/2015		1,100,000		1,216,735
	5.000% due 3/16/2015		140,000		147,292
	5.250% due 12/15/2016		118,000		118,009
	6.000% due 6/15/2018		134,000		134,204
	6.000% due 10/15/2018		49,000		49,339
	6.000% due 10/15/2018		124,000		123,608
	6.050% due 10/15/2018		101,000		101,320
	5.350% due 4/15/2019		6,000		5,999
	5.300% due 6/15/2020		40,000		40,038
	6.250% due 12/15/2022		101,000		101,003

See Notes to Financial Statements.
25

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Principal
		Amount		Value
BONDS (continued)
Corporate Bonds (continued)
	Public Service Electric & Gas Co.
	5.000% due 1/1/2013	$	7,000	$	7,023
	R.R. Donnelley & Sons Co.
	5.500% due 5/15/2015		3,314,000		3,413,420
	8.600% due 8/15/2016		327,000		349,890
	6.125% due 1/15/2017		2,791,000		2,686,338
	Regions Bank / Birmingham AL
	7.500% due 5/15/2018		15,723,000		18,867,600
	Regions Financial Corp.
	4.875% due 4/26/2013		5,139,000		5,209,661
	7.750% due 11/10/2014		1,170,000		1,289,925
	Retail Property Trust
	7.180% due 9/1/2013 (d)		25,000		26,056
	RJ Reynolds Tobacco
	Holdings, Inc.
	9.250% due 8/15/2013		1,316,000		1,370,856
	Rohm & Haas Co.
	5.600% due 3/15/2013		12,000		12,157
	RPM Int’l., Inc.
	6.250% due 12/15/2013		15,080,000		15,867,101
	Ryder System, Inc.
	6.000% due 3/1/2013		85,000		85,958
	Security Benefit Life Insurance
	8.750% due 5/15/2016 (d)		7,000,000		7,353,500
	Simon Property Group, LP
	5.450% due 3/15/2013		1,005,000		1,018,227
	5.750% due 12/1/2015		1,089,000		1,231,669
	6.100% due 5/1/2016		1,000,000		1,162,380
	SL Green Realty Corp.
	5.000% due 8/15/2018		16,015,000		17,335,677
	SLM Corp.
	3.541% due 12/15/2012 (a)		140,000		139,922
	4.500% due 12/15/2012		25,000		25,000
	4.500% due 12/15/2012		87,000		86,999
	4.500% due 3/15/2013		54,000		53,990
	4.700% due 6/15/2013		20,000		20,014
	4.750% due 6/15/2013		24,000		24,023
	4.800% due 6/15/2013		25,000		25,030
	4.142% due 9/15/2013 (a)		91,000		90,573
	5.000% due 10/1/2013		2,444,000		2,505,100
	4.300% due 12/15/2013		2,000		1,993
	5.150% due 12/15/2013		60,000		60,256
	5.250% due 12/15/2013		30,000		30,179
	3.812% due 1/31/2014 (a)		127,000		128,633
	4.700% due 3/15/2014		25,000		25,000
	4.950% due 3/15/2014		15,000		15,046
	5.150% due 3/15/2014		10,000		10,055
	3.492% due 4/1/2014 (a)		155,000		155,302
	5.375% due 5/15/2014		1,043,000		1,094,671
	4.072% due 6/2/2014 (a)		70,000		70,478
	5.050% due 11/14/2014		142,000		148,763
	3.442% due 12/15/2014 (a)		444,000		436,279
	5.000% due 4/15/2015		425,000		450,041
	3.642% due 9/15/2015 (a)		90,000		86,366
	5.000% due 9/15/2015		55,000		54,985
	5.000% due 9/15/2015		140,000		139,969
	5.000% due 9/15/2015		46,000		45,990
	5.250% due 9/15/2015		75,000		75,008
	3.742% due 12/15/2015 (a)		128,000		125,039
	6.250% due 1/25/2016		2,919,000		3,167,115
	5.150% due 3/15/2017		2,950,000		2,935,250
	4.800% due 6/15/2017 (b)		59,000		57,606
	5.100% due 6/15/2017 (b)		17,000		16,801
	5.250% due 3/15/2018		5,000		4,913
	5.450% due 3/15/2018		74,000		73,379
	5.600% due 3/15/2018		30,000		29,941
	5.000% due 6/15/2018		122,000		121,541
	5.600% due 6/15/2018		29,000		28,680
	6.000% due 6/15/2018 (b)		35,000		35,089
	8.450% due 6/15/2018		9,790,000		11,380,875
	5.450% due 12/15/2018 (b)		35,000		34,030
	5.500% due 3/15/2019 (b)		304,000		302,936
	6.000% due 3/15/2019 (b)		54,000		53,012
	6.200% due 3/15/2019 (b)		35,000		34,708
	5.190% due 4/24/2019		561,000		551,243
	3.942% due 5/3/2019 (a)		217,000		205,968
	5.000% due 6/15/2019		30,000		27,792
	5.000% due 6/15/2019		10,000		9,264
	5.150% due 6/15/2019		10,000		9,344
	6.000% due 6/15/2019		65,000		63,690
	6.000% due 9/15/2019		18,000		17,581
	8.000% due 3/25/2020		3,181,000		3,634,293
	5.500% due 12/15/2020 (b)		21,000		21,000

See Notes to Financial Statements.
26

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Principal
		Amount		Value
BONDS (continued)
Corporate Bonds (continued)
	SLM Corp. (continued)
	6.750% due 12/15/2020 (b)	$	10,000	$	10,004
	5.000% due 6/15/2021 (b)		12,000		11,864
	6.000% due 6/15/2021		25,000		23,931
	7.000% due 6/15/2021 (b)		90,000		90,047
	6.100% due 9/15/2021		20,000		19,227
	5.400% due 4/25/2023 (b)		70,000		63,097
	Sonoco Products Co.
	6.500% due 11/15/2013		10,000		10,390
	Springleaf Finance Corp.
	6.900% due 12/15/2017		1,000,000		887,500
	Staples, Inc.
	9.750% due 1/15/2014		810,000		885,906
	Starwood Hotels & Resorts
	Worldwide, Inc.
	7.875% due 10/15/2014		247,000		276,663
	State Bank of India/London
	4.125% due 8/1/2017 (d)		8,000,000		8,236,024
	Steelcase Inc.
	6.375% due 2/15/2021		785,000		844,066
	Sunoco, Inc.
	4.875% due 10/15/2014		2,147,000		2,271,318
	9.625% due 4/15/2015		6,369,000		7,487,785
	SunTrust Bank
	5.000% due 9/1/2015		690,000		756,268
	5.450% due 12/1/2017		51,000		56,220
	Susa Partnership L.P.
	8.200% due 6/1/2017		16,000		19,498
	7.450% due 7/1/2018		130,000		160,432
	Tech Data Corp.
	3.750% due 9/21/2017		4,301,000		4,381,618
	Telecom Italia
	5.250% due 11/15/2013		2,578,000		2,645,673
	6.175% due 6/18/2014		819,000		859,950
	4.950% due 9/30/2014		1,334,000		1,384,025
	5.250% due 10/1/2015		5,523,000		5,847,476
	6.999% due 6/4/2018		15,425,000		17,372,406
	7.175% due 6/18/2019		735,000		837,900
	Textron Financial Corp.
	5.400% due 4/28/2013		1,971,000		2,004,870
	6.200% due 3/15/2015		14,000		15,401
	Torchmark Corp.
	7.375% due 8/1/2013		1,415,000		1,473,103
	6.375% due 6/15/2016		1,056,000		1,187,524
	Transatlantic Holdings, Inc.
	5.750% due 12/14/2015		2,590,000		2,866,299
	Tyco Electronics Group
	5.950% due 1/15/2014		792,000		837,477
	UDR, Inc.
	6.050% due 6/1/2013		10,000		10,247
	5.500% due 4/1/2014		2,386,000		2,516,901
	5.250% due 1/15/2015		690,000		743,979
	United Telephone of Florida
	6.875% due 7/15/2013		15,000		15,387
	Unitrin, Inc.
	6.000% due 11/30/2015		9,753,000		10,547,333
	6.000% due 5/15/2017		8,737,000		9,627,493
	Universal Corp.
	5.200% due 10/15/2013		30,000		30,969
	Unum Group
	7.125% due 9/30/2016		3,200,000		3,785,408
	UnumProvident Group
	6.850% due 11/15/2015 (d)		1,900,000		2,129,037
	Wachovia Bank
	4.800% due 11/1/2014		1,550,000		1,662,719
	4.875% due 2/1/2015		500,000		541,522
	5.000% due 8/15/2015		1,750,000		1,917,837
	5.600% due 3/15/2016		50,000		56,147
	5.625% due 10/15/2016		200,000		230,321

See Notes to Financial Statements.
27

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Principal
		Amount		Value
BONDS (continued)
Corporate Bonds (continued)
	Weatherford International Ltd.
	5.150% due 3/15/2013	$	169,000	$	170,837
	4.950% due 10/15/2013		10,026,000		10,341,709
	Wells Fargo & Co.
	5.750% due 5/16/2016		200,000		229,397
	Westinghouse Credit
	8.875% due 6/14/2014		47,000		52,017
	Weyerhaeuser Co.
	7.500% due 3/1/2013		16,000		16,219
	6.950% due 8/1/2017		195,000		231,931
	White Mountains
	Re Group, Ltd.
	6.375% due 3/20/2017 (d)		15,135,000		16,624,269
	Willamette Industries, Inc.
	7.125% due 7/22/2013		280,000		285,724
	Willis N.A. Inc.
	6.200% due 3/28/2017		1,801,000		2,061,272
	Wilmington Trust Corp.
	4.875% due 4/15/2013		608,000		613,866
	Wyndham Worldwide
	6.000% due 12/1/2016		2,615,000		2,976,077
	5.750% due 2/1/2018		2,020,000		2,267,727
	Wynn Las Vegas LLC
	7.875% due 11/1/2017		19,936,000		21,680,400
	7.875% due 5/1/2020		1,492,000		1,712,070
	7.750% due 8/15/2020		5,044,000		5,787,990
	XL Capital
	5.250% due 9/15/2014		4,220,000		4,493,275
	Yum! Brands, Inc.
	6.250% due 4/15/2016		791,000		908,549
	Zions Bancorporation
	4.250% due 2/1/2013		59,000		59,086
	2.000% due 3/5/2013		16,000		15,955
	7.750% due 9/23/2014		10,272,000		11,281,809
	3.500% due 9/15/2015		4,422,000		4,435,836
	5.500% due 5/10/2016		2,828,000		2,831,985
	5.000% due 8/1/2016		2,595,000		2,608,333
	5.250% due 11/7/2016		1,042,000		1,059,560
	4.500% due 3/27/2017		1,125,000		1,181,421
	Total Corporate Bonds				1,150,279,898
Federal Agency Mortgage-
Backed Securities - 0.1%
Fannie Mae
	6.000% due 8/1/2014,
	Pool #25-5434F		9,494		9,799
	7.000% due 7/1/2015,
	Pool #53-5461F		5,857		6,192
	8.000% due 9/1/2015,
	Pool #53-5460F		14,444		15,352
	6.000% due 10/1/2037,
	Pool #88-8736F		585,123		635,721
	6.000% due 3/1/2038,
	Pool #25-7134F		404,077		439,019
Freddie Mac
	4.500% due 5/1/2018,
	Pool #P1-0032		57,885		60,235
	6.500% due 12/1/2018,
	Pool #C9-0241		49,217		55,121
	6.000% due 11/1/2021,
	Pool #G1-2449		101,516		111,676
	6.000% due 2/1/2022,
	Pool #G1-2758		152,114		168,685
Ginnie Mae
	5.500% due 6/15/2017,
	Pool #58-4476X		3,491		3,749
	5.500% due 7/20/2018,
	Pool #00-3411M		14,633		15,848
	7.000% due 5/15/2033,
	Pool #78-2071X		59,638		71,764
	5.500% due 6/20/2038,
	Pool #00-4163M		100,527		106,461
Total Federal Agency Mortgage-
Backed Securities					1,699,622
Taxable Municipal Bonds - 0.2%
	Casino Reinvestment
	Development Authority
	5.340% due 6/1/2020		2,915,000		2,900,017
	Total Taxable Municipal Bonds				2,900,017

See Notes to Financial Statements.
28

BOND FUND SCHEDULE OF INVESTMENTS (Continued)

November 30, 2012

		Principal
		Amount		Value
BONDS (continued)
	United States Government &
	Agency Issues - 0.0%
	Tennessee Valley Authority
	0.000% due 11/1/2013 (c)	$	15,000	$	14,874
	Total United States Government
	& Agency Issues				14,874
	TOTAL BONDS
	(COST $1,235,022,787)				1,276,413,998
		Shares
SHORT-TERM INVESTMENTS - 0.1%
	Money Market Funds - 0.1%
	Fidelity Money Market Portfolio
	Class I, 0.140% (a)		1,547,490		1,547,490
	Total Money Market Funds				1,547,490
	TOTAL SHORT-TERM INVESTMENTS
	(COST $1,547,490)				1,547,490
	TOTAL INVESTMENTS - 98.9%
	(COST $1,236,570,277)				1,277,961,488
	NET OTHER ASSETS AND
	LIABILITIES - 1.1%				14,321,058
	NET ASSETS - 100.0%			$	1,292,282,546

(a)	Interest rate shown represents the current coupon rate at November 30, 2012.
(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.
PLC: Public Limited Company

See Notes to Financial Statements.
29

FUND EXPENSE EXAMPLES (Unaudited)

November 30, 2012

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, 2012 to November 30, 2012.

Actual Expenses

The first line of the table below under each Fund provides information about actual account values and actual expenses for such Fund. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below under each Fund provides information about hypothetical account values and hypothetical expenses based on such Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare the 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning	Ending	Expenses Paid During
	Account Value	Account Value	Period*
	06/01/12	11/30/12	06/01/12-11/30/12
Thompson LargeCap Fund
Actual	$1,000.00	$1,102.15	$6.88
Hypothetical (5% return before expenses)	$1,000.00	$1,018.45	$6.61
Thompson MidCap Fund
Actual	$1,000.00	$1,102.60	$6.83
Hypothetical (5% return before expenses)	$1,000.00	$1,018.50	$6.56
Thompson Bond Fund
Actual	$1,000.00	$1,045.85	$3.94
Hypothetical (5% return before expenses)	$1,000.00	$1,021.15	$3.89

* Expenses are equal to the annualized [net] expense ratio for each Fund (LargeCap Fund: 1.31%; MidCap Fund: 1.30%; and Bond Fund: 0.77%), multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

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

See Notes to Financial Statements.
30

STATEMENTS OF ASSETS AND LIABILITIES

November 30, 2012 (In thousands, except per share amounts)

	LARGECAP				MIDCAP				BOND
	FUND				FUND				FUND
ASSETS
Total investments in securities, at value (Cost $96,934, $22,871 and
$1,236,570, respectively)		$	99,500			$	24,533		$	1,277,961
Due from sale of securities			161				–			–
Receivable from fund shares sold			16				50			15,367
Dividends and interest receivable			209				42			17,488
Prepaid expenses			11				4			64
Total Assets			99,897				24,629			1,310,880
LIABILITIES
Due on purchase of securities			–				32			13,818
Payable for fund shares redeemed			102				–			1,544
Line of credit			64				3			2,469
Accrued expenses payable			32				25			70
Due to Advisor			89				14			696
Total Liabilities			287				74			18,597
NET ASSETS		$	99,610			$	24,555		$	1,292,283
Net Assets consist of:
Capital stock ($.001 par value)		$	180,056			$	21,190		$	1,237,643
Undistributed net investment income (loss)			396				(6	)		10,999
Accumulated net realized gain (loss) on investments			(83,408	)			1,709			2,250
Net unrealized appreciation on investments			2,566				1,662			41,391
Net Assets		$	99,610			$	24,555		$	1,292,283
Shares of capital stock outstanding (unlimited shares authorized)			2,907				2,177			108,184
Offering and redemption price/Net asset value per share		$	34.27			$	11.28		$	11.95

See Notes to Financial Statements.
31

STATEMENTS OF OPERATIONS

Year Ended November 30, 2012 (In thousands)

	LARGECAP			MIDCAP				BOND
	FUND			FUND				FUND
Investment income
Dividends(1)		$	1,914		$	274			$	–
Interest			1			–				43,018
			1,915			274				43,018
Expenses
Investment advisory fees			1,015			216				5,531
Shareholder servicing costs			129			37				665
Administrative and accounting services fees			117			33				319
Federal & state registration			9			34				134
Custody fees			17			6				107
Directors fees			31			23				90
Professional fees			39			36				67
Other expenses			49			10				277
Total expenses			1,406			395				7,190
Less expenses reimbursed by Advisor			–			(115	)			–
Net expenses			1,406			280				7,190
Net investment income (loss)			509			(6	)			35,828
Net realized gain on investments			12,001			2,194				2,478
Net unrealized appreciation on investments			756			314				44,436
Net gain on investments			12,757			2,508				46,914
Net increase in net assets resulting from operations		$	13,266		$	2,502			$	82,742
(1)Net of foreign withholding taxes		$	9		$	1			$	–

See Notes to Financial Statements.
32

STATEMENTS OF CHANGES IN NET ASSETS

(In thousands)

	LARGECAP								MIDCAP								BOND
	FUND								FUND								FUND
	Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended
	November 30,				November 30,				November 30,				November 30,				November 30,				November 30,
	2012				2011				2012				2011				2012				2011
Operations
Net investment income (loss)		$	509			$	287			$	(6	)		$	(34	)		$	35,828			$	21,257
Net realized gain on investments and
options			12,001				20,124				2,194				2,142				2,478				1,619
Net unrealized appreciation (depreciation)
on investments and options			756				(15,456	)			314				(1,576	)			44,436				(14,257	)
Net increase in net assets resulting
from operations			13,266				4,955				2,502				532				82,742				8,619
Distributions to Shareholders
Distributions from net investment income			(359	)			(47	)			–				–				(31,675	)			(18,237	)
Distributions from net realized gains on
securities transactions			–				–				(1,957	)			(903	)			(1,596	)			(2,180	)
Total distributions to shareholders			(359	)			(47	)			(1,957	)			(903	)			(33,271	)			(20,417	)
Fund Share Transactions (See Note 4)			(17,383	)			(26,651	)			6,390				2,320				586,782				230,354
Total Increase (Decrease) in Net Assets			(4,476	)			(21,743	)			6,935				1,949				636,253				218,556
Net Assets
Beginning of period			104,086				125,829				17,620				15,671				656,030				437,474
End of period		$	99,610			$	104,086			$	24,555			$	17,620			$	1,292,283			$	656,030
Undistributed net investment income (loss)
included in net assets at end of period		$	396			$	246			$	(6	)		$	–			$	10,999			$	6,689

See Notes to Financial Statements.
33

NOTES TO FINANCIAL STATEMENTS

November 30, 2012

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. Prior to September 6, 2012, the name of the Company was Thompson Plumb Funds, Inc.

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”). Prior to September 6, 2012, the LargeCap Fund, MidCap Fund, and Bond Fund were known as the Thompson Plumb Growth Fund, Thompson Plumb MidCap Fund, and Thompson Plumb Bond Fund, respectively. The assets and liabilities of each Fund are segregated and a shareholder’s interest is limited to the Fund in which the shareholder owns shares. The objectives and strategies of each Fund are described in the Funds’ Prospectus.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIESThe following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements.

SECURITY VALUATION - Each Fund’s investments are valued at their market prices (generally the last reported sales price on the exchange where the securities are primarily traded or, for Nasdaq-listed securities, at their Nasdaq Official Closing Prices) or, where market quotations are not readily available or are unreliable, at fair value as determined in good faith pursuant to procedures established by the Funds’ Board of Directors (the “Funds’ Board”). Market quotations for the common stocks in which the Funds invest are nearly always readily available; however, market quotations for debt securities are often not readily available. Fair values of debt securities are typically based on valuations published by an independent pricing service, which uses various valuation methodologies such as matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. Debt securities with remaining maturities of 60 days or less are generally valued at amortized cost basis. Exchange-traded options are valued at the last reported sale price on an exchange on which the option is traded. If no sales are reported on a particular day, the mean between the highest bid and lowest asked quotations at the close of the exchanges will be used. Investments in money market mutual funds are generally priced at the ending 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, 2012.

In accordance with generally accepted accounting principles accepted in the United States of America (“GAAP”), fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. GAAP established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

Various inputs are used in determining the value of each Fund’s investments. These inputs are summarized in the three broad levels listed below:

Level 1 – Quoted prices in active markets for identical securities.

Level 2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3 – Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

34

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2012

Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. The Fund considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The determination of what constitutes “observable” requires significant judgment by the Fund. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Fund’s perceived risk of that instrument. Investments whose values are based on quoted market prices in active markets, and which are therefore classified as level-1 securities, include active listed equities and certain U.S. government obligations.

Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs, are classified as level-2 securities. These include certain U.S. government obligations, most government agency securities, investment-grade corporate bonds, 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, 2012:

	LargeCap Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Common Stocks	$	99,499,958	$	–	$	–	$	99,499,958
Short-term securities		205		–		–		205
Total Assets	$	99,500,163	$	–	$	–	$	99,500,163
	MidCap Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Common Stocks	$	24,531,562	$	–	$	–	$	24,531,562
Short-term securities		964		–		–		964
Total Assets	$	24,532,526	$	–	$	–	$	24,532,526
	Bond Fund
Assets	Level 1		Level 2		Level 3		Total
Investment Securities:
Bonds	$	–	$	1,276,413,998	$	–	$	1,276,413,998
Short-term securities		1,547,490		–		–		1,547,490
Total Assets	$	1,547,490	$	1,276,413,998	$	–	$	1,277,961,488

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, 2012. It is the Funds’ policy to record transfers at the end of the reporting period. Refer to each Fund’s Schedule of Investments for additional information regarding security types and industry classifications.

35

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2012

SECURITIES TRANSACTIONS AND INVESTMENT INCOME - Investment securities transactions are accounted for on the trade date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities on the same basis for book and tax purposes. Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned. Income and capital gains on some foreign securities may be subject to foreign withholding taxes, which are accrued as applicable, and have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.

OPTIONS - Each Fund may enter into options transactions for hedging purposes and will not use these instruments for speculation. Each Fund may use options to hedge against anticipated declines in the market value of portfolio securities and increases in the market value of securities it intends to purchase and protect against exposure to interest rate changes. Each Fund may also use options to enhance total return or invest in eligible asset classes with greater efficiency and lower cost than is believed to be possible through direct investment. The use of options for hedging purposes involves certain risks and may result in a loss if changes in the value of the option move in a direction different than anticipated, rendering the hedging strategy unsuccessful.

Each Fund may write covered call/put options for which premiums received are recorded as liabilities and are subsequently adjusted to the current fair value of the options written. Premiums received from writing options that expire unexercised are treated as realized gains. Premiums received from writing options which are either exercised or closed are offset against the proceeds received or amount paid on the transaction to determine realized gains or losses.

SECURITIES PURCHASED ON A WHEN-ISSUED OR DELAYED-DELIVERY BASIS - Each Fund may purchase securities on a when-issued or delayed-delivery basis. When-issued securities are securities purchased with delivery to occur at a later date at a stated price and/or yield, thereby involving the risk that the price and/or yield obtained may be more or less than those available in the market when delivery takes place. At the time a Fund makes a commitment to purchase a security on a when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value. Each Fund designates and maintains cash and marketable securities at least equal in value to commitments for when-issued securities.

VARIABLE-RATE DEMAND NOTES - The Funds invest in short-term variable-rate demand notes, which are unsecured instruments. The Funds may be susceptible to credit risk with respect to these instruments to the extent the issuer defaults on its payment obligation.

PERMANENT BOOK AND TAX DIFFERENCES - Generally accepted accounting principles require that permanent financial reporting and tax differences relating to shareholder distributions be reclassified in the capital accounts.

EXPENSES - Each Fund is charged for those expenses that are directly attributed to it. Expenses that are not readily identifiable to a specific Fund are generally allocated among the Funds in proportion to the relative sizes of the Funds.

USE OF ESTIMATES - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

DISTRIBUTIONS TO SHAREHOLDERS - Distributions to shareholders from net investment income and realized gains on securities for the LargeCap Fund and MidCap Fund normally are declared at least annually. Bond Fund distributions to shareholders from net investment income normally are declared on a quarterly basis, and distributions to shareholders from realized gains on securities normally are declared at least annually. Distributions are recorded on the ex-dividend date.

FEDERAL INCOME TAXES - No provision has been made for federal income taxes since the Funds have elected to be taxed as regulated investment companies and intend to distribute substantially all income to shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies.

36

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2012

LINE OF CREDIT - The Funds have established an unsecured line of credit (“LOC”) with U.S. Bank N.A. which expires November 15, 2013 used primarily to finance redemption payments. Each individual Fund’s borrowing under the LOC is limited to either 5% of the value of that Fund’s total assets or any explicit borrowing limits imposed by the Funds’ Board, whatever is less. As of November 30, 2012, the limits established by the Funds’ Board are: LargeCap Fund - $5,250,000, MidCap Fund - $1,200,000 and Bond Fund - $55,000,000. The following table shows the average balance, average interest rate and interest expense incurred by the Funds on borrowings under the LOC for the fiscal year ended November 30, 2012.

		Average		Average	Interest
	Fund	Balance		Interest Rate	Expense
LargeCap Fund		$	275,502	3.250%		$	9,103
MidCap Fund		$	12,579	3.250%		$	417
Bond Fund		$	480,870	3.250%		$	15,889

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, 2012, the Funds did not have a liability for unrecognized tax benefits in the accompanying financial statements. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the fiscal year ended November 30, 2012, the Funds did not incur any interest or penalties. Generally, each of the tax years in the four-year period ended November 30, 2012 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 Funds through March 31, 2013 so that the annual operating expenses of the Funds do not exceed the following percentages of their respective average daily net assets: LargeCap Fund-1.40%, MidCap Fund-1.30% and Bond Fund-0.80%. For the fiscal year ended November 30, 2012, the Advisor reimbursed expenses incurred by the MidCap Fund in the amount of $114,884. The Funds are not obligated to reimburse the Advisor for any fees or expenses waived in previous fiscal years.

37

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2012

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, 2012 in the amounts of $33,288, $32,356 and $143,273 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 Advisor’s own resources under various shareholder, account maintenance, networking and other services provided to the Funds by broker-dealers and other intermediaries. The amount reimbursed by the Funds is equal to (1) for those accounts maintained through a shareholder servicing arrangement, an annual rate of no more than 0.10% of the average daily net assets of the omnibus accounts in the Funds for which all broker-dealers and other intermediaries, in the aggregate, are responsible, and (2) for those accounts maintained through a networking arrangement, no more than $6 per year per account in the Funds for which the broker-dealers and other intermediaries are responsible; provided however, in all cases only one of these fees shall be applicable to the assets in an account. This amount has been determined by the Funds’ Board to approximate the transfer agency fees that would otherwise have been payable by the Funds if such broker-dealers and intermediaries did not maintain these accounts. For the fiscal year ended November 30, 2012, the amounts reimbursed by the Funds to the Advisor were $28,532, $3,627 and $371,500 for the LargeCap Fund, MidCap Fund and Bond Fund, respectively.

NOTE 4 - FUND SHARE TRANSACTIONS (in thousands)

Transactions in shares of the Funds were as follows:

	Year Ended					Year Ended
	November 30, 2012					November 30, 2011
	Shares		Dollars			Shares		Dollars
LargeCap Fund
Shares sold	447		$	14,978		133		$	4,195
Shares issued in reinvestment of dividends	12			343		2			44
Shares issued in reinvestment of realized gains	–			–		–			–
Shares redeemed	(1,014	)		(32,704	)	(982	)		(30,890	)
Net decrease	(555	)	$	(17,383	)	(847	)	$	(26,651	)
MidCap Fund
Shares sold	549		$	6,096		261		$	3,089
Shares issued in reinvestment of dividends	–			–		–			–
Shares issued in reinvestment of realized gains	205			1,953		79			902
Shares redeemed	(157	)		(1,659	)	(139	)		(1,671	)
Net increase	597		$	6,390		201		$	2,320
Bond Fund
Shares sold	69,563		$	810,480		41,159		$	473,454
Shares issued in reinvestment of dividends	2,562			29,525		1,531			17,428
Shares issued in reinvestment of realized gains	136			1,521		189			2,127
Shares redeemed	(21,964	)		(254,744	)	(22,894	)		(262,655	)
Net increase	50,297		$	586,782		19,985		$	230,354

38

NOTES TO FINANCIAL STATEMENTS (Continued)

November 30, 2012

NOTE 5 - PURCHASE AND SALE OF SECURITIES
Investment transactions for the fiscal year ended November 30, 2012 were as follows:

	Securities other than U.S.
	Government and Short-term
	Investments					U.S. Government Securities
	Purchases		Sales		Purchases			Sales
LargeCap Fund	$	31,573,210	$	48,591,681		$	–	$–
MidCap Fund	$	13,962,813	$	9,559,423		$	–	$–
Bond Fund	$	674,035,296	$	9,945,686		$	3,910,876	$–

NOTE 6 - INCOME TAX INFORMATION
At November 30, 2012, 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	$	97,797,297	$	12,283,850	$	(10,580,984	)	$	1,702,866	$	396,460	$	–
MidCap Fund	$	23,221,495	$	3,409,406	$	(2,098,375	)	$	1,311,031	$	–	$	2,062,420
Bond Fund	$	1,236,570,277	$	46,155,297	$	(4,764,086	)	$	41,391,211	$	10,999,273	$	2,306,569

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, 2012, capital loss carryforward as of November 30, 2012 and tax basis post-October losses and late-year ordinary losses as of November 30, 2012, 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		Late-year
	distributions		distributions		carryforward*		losses		ordinary losses
LargeCap Fund	$	358,796	$	–	$	82,544,592	$	–	$	–
MidCap Fund	$	165,439	$	1,791,599	$	–	$	3,138	$	5,943
Bond Fund	$	31,793,469	$	1,478,148	$	–	$	57,021	$	–

* The LargeCap Fund has capital losses in the amount of $34,789,309 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, 2011 are:

	Ordinary		Long-term
	income		capital gains
	distributions		distributions
LargeCap Fund	$	46,532	$	–
MidCap Fund	$	313,728	$	589,640
Bond Fund	$	18,537,863	$	1,879,115

The following distributions were declared on December 19, 2012, payable to shareholders on December 20, 2012 (Unaudited):

	Ordinary income				Long-term capital gains
	distributions				distributions
	Amount		Per share		Amount		Per share
LargeCap Fund	$	538,254	$	0.19	$	–	$	–
MidCap Fund	$	–	$	–	$	2,062,420	$	0.95
Bond Fund	$	13,112,607	$	0.12	$	2,353,544	$	0.02

39

FINANCIAL HIGHLIGHTS

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

	Year Ended November 30,
	2012		2011		2010		2009		2008
LARGECAP FUND
Net Asset Value, Beginning of Period	$30.07		$29.20		$27.04		$19.75		$45.86
Income from Investment Operations
Net investment income	0.18		0.08		0.01		0.07		0.29
Net realized and unrealized gains (losses)
on investments and options	4.13		0.80		2.20		7.51		(19.59	)
Total from Investment Operations	4.31		0.88		2.21		7.58		(19.30	)
Less Distributions
Distributions from net investment income	(0.11	)	(0.01	)	(0.05	)	(0.29	)	(0.41	)
Distributions from net realized gains	–		–		–		–		(6.40	)
Total Distributions	(0.11	)	(0.01	)	(0.05	)	(0.29	)	(6.81	)
Net Asset Value, End of Period	$34.27		$30.07		$29.20		$27.04		$19.75
Total Return	14.37%		3.02%		8.17%		38.88%		(49.29%	)
Ratios/Supplemental Data
Net assets, end of period (millions)	$99.6		$104.1		$125.8		$144.1		$133.9
Ratios to average net assets:
Ratio of expenses	1.31%		1.31%		1.36%		1.54%		1.27%
Ratio of net investment income	0.47%		0.24%		0.05%		0.32%		0.56%
Portfolio turnover rate	30%		40%		37%		63%		43%

See Notes to Financial Statements.
40

FINANCIAL HIGHLIGHTS (Continued)

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

									March 31, 2008
									(inception)
	Year Ended November 30,								through
									November 30,
	2012		2011		2010		2009		2008
MIDCAP FUND
Net Asset Value, Beginning of Period	$11.15		$11.36		$9.39		$6.18			$10.00
Income from Investment Operations
Net investment income	–		–		–		0.01			0.04
Net realized and unrealized gains (losses)
on investments	1.38		0.44		2.02		3.25			(3.86	)
Total from Investment Operations	1.38		0.44		2.02		3.26			(3.82	)
Less Distributions
Distributions from net investment income	–		–		–	(c)	(0.05	)		–
Distributions from net realized gains	(1.25	)	(0.65	)	(0.05	)	–			–
Total Distributions	(1.25	)	(0.65	)	(0.05	)	(0.05	)		–
Net Asset Value, End of Period	$11.28		$11.15		$11.36		$9.39			$6.18
Total Return	14.41%		3.69%		21.71%		53.04%			(38.20%	)(a)
Ratios/Supplemental Data
Net assets, end of period (millions)	$24.6		$17.6		$15.7		$9.6			$2.3
Ratios to average net assets:
Ratio of expenses	1.30%		1.30%		1.30%		1.30%			1.30%	(b)
Ratio of expenses without reimbursement	1.83%		1.96%		2.34%		4.21%			8.40%	(b)
Ratio of net investment income (loss)	(0.03%	)	(0.19%	)	(0.09%	)	0.12%			0.79%	(b)
Ratio of net investment loss
without reimbursement	(0.56%	)	(0.85%	)	(1.14%	)	(2.79%	)		(6.30%	)(b)
Portfolio turnover rate	44%		47%		39%		61%			50%	(a)

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

See Notes to Financial Statements.
41

FINANCIAL HIGHLIGHTS (Continued)

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

	Year Ended November 30,
	2012		2011		2010		2009		2008
BOND FUND
Net Asset Value, Beginning of Period	$11.33		$11.54		$11.16		$9.24		$10.34
Income from Investment Operations
Net investment income	0.41		0.42		0.34		0.63		0.62
Net realized and unrealized gains (losses)
on investments	0.67	(a)	(0.17	)(a)	0.46	(a)	2.01		(1.17	)
Total from Investment Operations	1.08		0.25		0.80		2.64		(0.55	)
Less Distributions
Distributions from net investment income	(0.43	)	(0.40	)	(0.34	)	(0.72	)	(0.55	)
Distributions from net realized gains	(0.03	)	(0.06	)	(0.08	)	–		–
Total Distributions	(0.46	)	(0.46	)	(0.42	)	(0.72	)	(0.55	)
Net Asset Value, End of Period	$11.95		$11.33		$11.54		$11.16		$9.24
Total Return	9.70%		2.16%		7.33%		30.05%		(5.63%	)
Ratios/Supplemental Data
Net assets, end of period (millions)	$1,292.3		$656.0		$437.5		$134.2		$44.0
Ratios to average net assets:
Ratio of expenses	0.78%		0.80%		0.80%		0.75%		0.59%
Ratio of expenses without reimbursement	0.78%		0.84%		0.87%		1.20%		1.18%
Ratio of net investment income	3.90%		3.89%		3.52%		6.40%		6.38%
Ratio of net investment income
without reimbursement	3.90%		3.86%		3.44%		5.95%		5.78%
Portfolio turnover rate	16%		14%		10%		85%		110%

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

See Notes to Financial Statements.
42

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statements of assets and liabilities, of Thompson IM Funds, Inc., comprising Thompson LargeCap Fund, Thompson MidCap Fund, and Thompson Bond Fund (the “Funds”) (formerly known as Thompson Plumb Funds, Inc., comprising Thompson Plumb Growth Fund, Thompson Plumb MidCap Fund, and Thompson Plumb Bond Fund, respectively), including the schedules of investments, as of November 30, 2012, and the related statement 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 three 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 periods indicated prior to the year ended November 30, 2010 were audited by other auditors 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, 2012, 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, 2012, 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 three 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 18, 2013

43

DIRECTORS AND OFFICERS (Unaudited)

(Information as of 12/31/12)

	Position(s)
	Held with		Number of	Other
	Thompson IM		Thompson IM	Directorships
Name,	Funds, Inc. and	Principal Occupation(s)	Funds Overseen	Held
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. (8 funds)
George E. Austin Birth date: 9/15/52	Director since 2011	President of AVA Civic Enterprises Inc. (consulting firm), since January 2011 President of W. Jerome Frautschi Foundation Inc. (private foundation), since September 1998 Director of the Home Savings Bank since October 1998 Director of Overture Development Corporation (support organization for cultural arts district), since June 2001; President from June 2001 to December 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
Donald A. Nichols Birth date: 12/20/40	Chairman from January 2009 to July 2012 Director since 1987	Currently retired Director of the Robert M. La Follette School of Public Affairs at the University of Wisconsin from 2002 to 2006 Professor of Economics at the University of Wisconsin from 1966 to 2006 Chairman, Department of Economics from 1983 to 1986 and from 1988 to 1990 Economic Consultant	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 January 2004 President of Thompson Plumb & Associates, Inc. (“TPA”) (investment advisor) from June 1984 to December 2003 Treasurer of TPA from October 1993 to December 2003 A Chartered Financial Analyst	3	None

44

DIRECTORS AND OFFICERS (Unaudited) (Continued)

(Information as of 12/31/12)

	Position(s)
	Held with		Number of	Other
	Thompson IM		Thompson IM	Directorships
Name,	Funds, Inc. and	Principal Occupation(s)	Funds Overseen	Held
and Age	Length of Time Served(1)	During Past Five Years	by Director	by Director
Jason L. Stephens(2) Birth date: 10/15/74	Director since 2011 Vice President since March 2009 Secretary from 2005 to 2010	Chief Operating Officer of TIM since June 2009 Corporate Secretary of TIM since January 2004 Portfolio Manager of TIM since July 2007 Research Analyst of TIM from January 2004 to June 2007 Research Analyst of TPA from June 2003 to December 2003 A Chartered Financial Analyst	3	None
James T. Evans Birth date: 6/6/75	Vice President since March 2009	Chief Investment Officer of TIM since June 2009 Portfolio Manager of TIM since June 2008 Research Analyst of TIM from March 2005 to June 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 January 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 May 2006 Director of Business Development of TIM from January 2004 to May 2006 and since June 2010 Director of Business Development of TPA from January 1998 to December 2003	N/A	N/A
Lesley T. Bailey Birth date: 9/30/78	Secretary since 2010	Fund Accounting and Administration at TIM since 2004 Fund Accounting and Administration at TPA from 2001 to 2004	N/A	N/A
Sarah M. Baumgartner Birth date: 2/21/84	Assistant Secretary since 2012	Fund Accounting and Administration at TIM since 2007	N/A	N/A

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

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

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

45

ADDITIONAL INFORMATION (Unaudited)

THOMPSON IM FUNDS

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

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

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

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

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

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

Proxy Voting Policy

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

Information About Portfolio Securities

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

46

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 8, 2012, the Board of Directors of the Funds, including all of the Independent Directors, voted unanimously to renew the existing Agreement between the Funds and Thompson Investment Management, Inc. (the “Advisor”) for each of the LargeCap Fund, the MidCap Fund and the Bond Fund (each of these series of the Funds is sometimes referred to as a “Fund” in this section).

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

In connection with the renewal process, both the Independent Directors as well as the full Board met separately on November 8, 2012, to consider information relevant to the renewal process. The Independent Directors and the full Board are referred to collectively as the “Board” in this section.

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

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

In reviewing the investment performance of each of the Funds, the Board reviewed the one-, two-, three-, four-, five- and ten-year and life-of-fund performances of the Bond Fund and LargeCap Fund and the one-, two-, three-, and four-year and life-of-fund performances of the MidCap Fund. The MidCap Fund commenced operations on March 31, 2008, so only approximately four years of performance information was available for that Fund.

The Board noted that while the Bond Fund had underperformed its comparison universe over the one-year period, it ranked in the top 40 percent of its comparison universe for the two-and-three-year periods, and in the top 20 percent of that universe for the four-, five- and ten-year periods. Within its Lipper comparison group, the Bond Fund ranked in the top 20 percent for the four-, five-, and ten-year periods and above the median for each period except the one-year period. The Board further noted that the Bond Fund had outperformed its benchmark index for the one-, three-, five-, and ten-year periods, as well as the life-of-fund period.

47

ADDITIONAL INFORMATION (Unaudited) (Continued)

The Board observed that the investment performance of the LargeCap Fund during the periods being compared lagged the median performance of its comparison group and comparison universe. The Board also observed that the LargeCap Fund had underperformed its benchmark index for each of the comparison periods. The Board noted that notwithstanding this underperformance, the Fund had outperformed its comparison group during two of the past three one-year periods, and 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 Fund’s benchmark. The Board observed that based on the Fund’s above-median performance during two of the past three one-year periods, it appeared that the effort to improve the LargeCap Fund’s relative performance was trending in a positive direction.

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

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

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

The Board noted that the Bond Fund’s contractual management fee was the highest of its Lipper comparison group and comparison universe. The Board also noted, however, that the Fund’s total expense ratio, after a waiver of certain fees by the Advisor, was at the median of its Lipper comparison group and in the top 60 percent of its comparison universe, 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 above the median in the Fund’s Lipper comparison group and one of the highest of its comparison universe. The Board, however, observed that this was tempered to some degree by the fact that the Fund’s total expense ratio had decreased in recent years and that a fee waiver agreed to by the Advisor had created a ceiling on the maximum total expense ratio that the Fund could incur. The Board discussed why the LargeCap Fund’s total expense ratio, though trending down over the past several years, and advisory fees continued to appear relatively high in comparison to the total expense ratios of its Lipper peer group and its Lipper universe, and considered whether an even lower expense cap might be appropriate for the Fund. The Board noted that the non-management expense ratio for the Fund was materially higher than those ratios for many of the funds in the Fund’s comparison group. The Board observed that most of the funds in the Lipper peer expense group were part of very large fund families or complexes which had much greater leverage to negotiate more favorable non-management fees with third-party providers. The Board considered that the recent growth in total assets invested across the Funds could have the effect of reducing these non-management expenses even without a lower expense waiver in place. The Board also considered that unlike some of the funds in the Fund’s comparison group, the Fund does not have a Rule 12b-1 fee, which it believed mitigated to some degree the difference in the total expense ratio for the LargeCap Fund relative to that ratio for other funds in its comparison group that did charge a Rule 12b-1 fee. After taking into account all of these considerations, the Board determined that the management fee and total expense ratio of the LargeCap Fund were reasonable.

The Board noted that the MidCap Fund’s 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 Fund’s Lipper comparison group and near the median of its comparison universe. The Board considered the reasons why the non-management expense ratio of the Fund continued to be one of the highest in the Fund’s Lipper comparison group and comparison universe. The Board observed that, consistent with its expectations, the non-management expense ratio had declined during the previous fiscal year as the MidCap Fund had attracted additional assets, but that the rate of this decline had slowed to some degree as the Fund’s rate of growth in assets stagnated over the past year. The Board expected

48

ADDITIONAL INFORMATION (Unaudited) (Continued)

that this trend toward declining non-management expenses was likely to continue so long as the MidCap Fund continued to grow in assets, and that as a result these non-management expenses were likely to have a decreasing impact on the Fund’s total expenses. The Board observed that the actual total expense ratio of the Fund, despite the Fund’s relatively high non-management expenses, was lower than the median actual total expense ratio for funds in the Fund’s comparison group and only slightly higher than the median actual total expense ratio for funds in the Fund’s comparison universe, which the Board believed was reasonable.

With regard to profitability, the Board noted that the Advisor’s pre-tax profitability, before accounting for marketing fees borne by the Advisor, ranked below the median for comparable firms, and that it ranked near the median for comparable firms after accounting for such fees. The Board further determined that the operating margins of the Advisor were reasonable. After reviewing information provided by Lipper and reviewing the Advisor’s own analysis, the Board concluded that the cost of services provided by the Advisor and its affiliates to the Funds and the profits realized with respect thereto were reasonable.

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 assets of the MidCap Fund had grown over the past year but that the 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. The Board observed that it would like in the near future to further explore at what higher asset levels material economies would be likely to be realized, and thus at what higher asset levels additional breakpoints would be appropriate.

49

Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

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

	Fiscal Year Ended November 30,
		2011		2012
Audit Fees(1)		$	34,500.00	$	34,500.00
Audit-Related Fees(2)		$	0.00	$	0.00
Tax Fees(3)		$	9,000.00	$	9,000.00
All Other Fees(4)		$	0.00	$	0.00
TOTAL		$	43,500.00	$	43,500.00

____________________
 

(1)	This category relates to professional services rendered by the principal accountant for the audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
(2)	This category relates to assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under "Audit Fees" above.
(3)	This category relates to professional services rendered by the principal accountant for tax compliance, tax advice and tax planning. For 2011 and 2012, the tax services provided by the Registrant’s principal accountant specifically related to the preparation of the Registrant’s federal and state income and excise tax returns and a review of the Registrant’s distributions of capital gains and dividend and interest income.
(4)	This category relates to products and services provided by the principal accountant other than those reported under "Audit Fees," "Audit-Related Fees," and "Tax Fees" above.

2

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

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

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

Item 5. Audit Committee of Listed Registrants.

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

Item 6. Schedule of Investments.

The required Schedules of Investments in securities of unaffiliated issuers is included as part of the Registrant’s Annual Report to shareholders dated as of November 30, 2012 provided under Item 1 of this Form N-CSR.

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

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

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

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

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

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

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

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

3

Item 11. Controls and Procedures.

(a)

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

(b)

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

Item 12. Exhibits

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

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

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 18^th day of January, 2013.

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

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 18^th day of January, 2013.

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

5