UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act File Number 811-4946

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

1200 John Q. Hammons Drive
Madison, Wisconsin 53717
(Address of principal executive offices)--(Zip code)

John W. Thompson, Chairman
Thompson Plumb Funds, Inc.
1200 John Q. Hammons Drive
Madison, Wisconsin 53717
(Name and address of agent for service)

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

Date of fiscal year end: 11/30/2007

Date of reporting period: 07/01/2006-6/30/2007

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX 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 the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Thompson Plumb Bond Fund
ADELPHIA COMMUNICATIONS CORPORATION					Consent Meeting Date: 09/12/2006
Issuer: 006848AF2		ISIN:
SEDOL:
Vote Group: Bond Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	POTENTIAL ARAHOVA SETTLEMENT		Management	Against	*Management Position Unknown
02	POTENTIAL FRONTIERVISION HOLDCO SETTLEMENT		Management	Against	*Management Position Unknown
03	POTENTIAL OLYMPUS PARENT SETTLEMENT		Management	Against	*Management Position Unknown
04	INTER-CREDITOR DISPUTE HOLDBACK		Management	For	*Management Position Unknown
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	POTENTIAL ARAHOVA SETTLEMENT		Management	Against	*Management Position Unknown
02	POTENTIAL FRONTIERVISION HOLDCO SETTLEMENT		Management	Against	*Management Position Unknown
03	POTENTIAL OLYMPUS PARENT SETTLEMENT		Management	Against	*Management Position Unknown
04	INTER-CREDITOR DISPUTE HOLDBACK		Management	For	*Management Position Unknown
ADELPHIA COMMUNICATIONS CORPORATION					Consent Meeting Date: 11/27/2006
Issuer: 006848AF2		ISIN:
SEDOL:
Vote Group: Bond Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	THE PLAN		Management	For	*Management Position Unknown
TIME WARNER CABLE INC			TWC		Annual Meeting Date: 05/23/2007
Issuer: 88732J108		ISIN:
SEDOL:
Vote Group: Bond Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		DAVID C. CHANG	Management	For	For
		JAMES E. COPELAND, JR.	Management	For	For
02	RATIFICATION OF AUDITORS.		Management	For	For
03	APPROVAL OF THE TIME WARNER CABLE INC. 2006 STOCK		Management	For	For
	INCENTIVE PLAN.
04	APPROVAL OF THE TIME WARNER CABLE INC. 2007 ANNUAL		Management	For	For
	BONUS PLAN.

Thompson Plumb Growth Fund
MEDTRONIC, INC.			MDT		Annual Meeting Date: 08/24/2006
Issuer: 585055106		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
03	TO CONSIDER AND VOTE UPON A SHAREHOLDER PROPOSAL		Shareholder	Against	For
	ENTITLED DIRECTOR ELECTION MAJORITY VOTE STANDARD
	PROPOSAL.
02	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS		Management	For	For
	LLP AS MEDTRONIC S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.
01	DIRECTOR		Management	For
		RICHARD H. ANDERSON	Management	For	For
		MICHAEL R. BONSIGNORE	Management	For	For
		ROBERT C. POZEN	Management	For	For
		GORDON M. SPRENGER	Management	For	For
FEDERAL HOME LOAN MORTGAGE CORPORATION			FRE		Annual Meeting Date: 09/08/2006
Issuer: 313400301		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
03	A STOCKHOLDER PROPOSAL REGARDING CHARITABLE CONTRIBUTIONSShareholder			Against	For
02	RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS		Management	For	For
	LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR 2006.
01	DIRECTOR		Management	For
		BARBARA T. ALEXANDER	Management	For	For
		GEOFFREY T. BOISI	Management	For	For
		MICHELLE ENGLER	Management	For	For
		ROBERT R. GLAUBER	Management	For	For
		RICHARD KARL GOELTZ	Management	For	For
		THOMAS S. JOHNSON	Management	For	For
		WILLIAM M. LEWIS, JR.	Management	For	For
		EUGENE M. MCQUADE	Management	For	For
		SHAUN F. O'MALLEY	Management	For	For
		JEFFREY M. PEEK	Management	For	For
		RONALD F. POE	Management	For	For
		STEPHEN A. ROSS	Management	For	For
		RICHARD F. SYRON	Management	For	For

Thompson Plumb Growth Fund
CINTAS CORPORATION			CTAS		Annual Meeting Date: 10/10/2006
Issuer: 172908105		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		RICHARD T. FARMER	Management	For	For
		ROBERT J. KOHLHEPP	Management	For	For
		SCOTT D. FARMER	Management	For	For
		GERALD S. ADOLPH	Management	For	For
		PAUL R. CARTER	Management	For	For
		GERALD V. DIRVIN	Management	For	For
		JOYCE HERGENHAN	Management	For	For
		ROGER L. HOWE	Management	For	For
		DAVID C. PHILLIPS	Management	For	For
02	RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT		Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2007.
03	PROPOSAL TO ADOPT A POLICY THAT THE CHAIRMAN		Shareholder	Against	For
	OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR
	WHO HAS NOT PREVIOUSLY SERVED AS AN EXECUTIVE
	OFFICER OF CINTAS.
04	PROPOSAL TO AMEND CINTAS ARTICLES OF INCORPORATION		Shareholder	Against	For
	TO PROVIDE THAT THE DIRECTOR NOMINEES BE ELECTED
	BY THE AFFIRMATIVE VOTE OF THE MAJORITY OF VOTES
	CAST AT THE ANNUAL MEETING OF SHAREHOLDERS.
LINEAR TECHNOLOGY CORPORATION			LLTC		Annual Meeting Date: 11/01/2006
Issuer: 535678106		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
02	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP		Management	For	For
	AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY
	1, 2007.
01	DIRECTOR		Management	For
		ROBERT H. SWANSON, JR.	Management	For	For
		DAVID S. LEE	Management	For	For
		LOTHAR MAIER	Management	For	For
		RICHARD M. MOLEY	Management	For	For
		THOMAS S. VOLPE	Management	For	For
CARDINAL HEALTH, INC.			CAH		Annual Meeting Date: 11/08/2006
Issuer: 14149Y108		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
04	SHAREHOLDER PROPOSAL REGARDING PERFORMANCE-BASED		Shareholder	Against	For
	STOCK OPTIONS. THE BOARD RECOMMENDS A VOTE AGAINST
	THIS PROPOSAL.
03	SHAREHOLDER PROPOSAL REGARDING SEVERANCE ARRANGEMENTS.		Shareholder	Against	For
	THE BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
02	PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG		Management	For	For
	LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE
	30, 2007.
01	DIRECTOR		Management	For
		JOHN F. FINN	Management	For	For
		DAVID W. RAISBECK	Management	For	For
		ROBERT D. WALTER	Management	For	For
05	SHAREHOLDER PROPOSAL REGARDING SUBMISSION OF		Shareholder	Against	For
	THE HUMAN RESOURCES AND COMPENSATION COMMITTEE
	REPORT FOR AN ANNUAL SHAREHOLDER ADVISORY VOTE.
	THE BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

Thompson Plumb Growth Fund
SYSCO CORPORATION			SYY		Annual Meeting Date: 11/10/2006
Issuer: 871829107		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
02	APPROVAL OF RATIFICATION OF APPOINTMENT OF ERNST		Management	For	For
	& YOUNG LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
	FOR FISCAL 2007.
01	DIRECTOR		Management	For
		JONATHAN GOLDEN*	Management	For	For
		JOSEPH A. HAFNER, JR.*	Management	For	For
		NANCY S. NEWCOMB*	Management	For	For
		RICHARD J. SCHNIEDERS*	Management	For	For
		MANUEL A. FERNANDEZ**	Management	For	For
03	SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD		Shareholder	Against	Against
	OF DIRECTORS IMPLEMENT A MAJORITY VOTE POLICY
	BY TAKING CERTAIN SPECIFIED ACTIONS.
MICROSOFT CORPORATION			MSFT		Annual Meeting Date: 11/14/2006
Issuer: 594918104		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
03	SHAREHOLDER PROPOSAL - RESTRICTION ON SELLING		Shareholder	Against	For
	PRODUCTS AND SERVICES TO FOREIGN GOVERNMENTS
04	SHAREHOLDER PROPOSAL - SEXUAL ORIENTATION IN		Shareholder	Against	For
	EQUAL EMPLOYMENT OPPORTUNITY POLICY
05	SHAREHOLDER PROPOSAL - HIRING OF PROXY ADVISOR		Shareholder	Against	For
1A	ELECTION OF DIRECTOR: WILLIAM H. GATES III		Management	For	For
1B	ELECTION OF DIRECTOR: STEVEN A. BALLMER		Management	For	For
1C	ELECTION OF DIRECTOR: JAMES I. CASH JR.		Management	For	For
1D	ELECTION OF DIRECTOR: DINA DUBLON		Management	For	For
1E	ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN		Management	For	For
1F	ELECTION OF DIRECTOR: DAVID F. MARQUARDT		Management	For	For
1G	ELECTION OF DIRECTOR: CHARLES H. NOSKI		Management	For	For
1H	ELECTION OF DIRECTOR: HELMUT PANKE		Management	For	For
1I	ELECTION OF DIRECTOR: JON A. SHIRLEY		Management	For	For
02	RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE		Management	For	For
	LLP AS THE COMPANY S INDEPENDENT AUDITOR

Thompson Plumb Growth Fund
CISCO SYSTEMS, INC.			CSCO		Annual Meeting Date: 11/15/2006
Issuer: 17275R102		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		CAROL A. BARTZ	Management	For	For
		M. MICHELE BURNS	Management	For	For
		MICHAEL D. CAPELLAS	Management	For	For
		LARRY R. CARTER	Management	For	For
		JOHN T. CHAMBERS	Management	For	For
		DR. JOHN L. HENNESSY	Management	For	For
		RICHARD M. KOVACEVICH	Management	For	For
		RODERICK C. MCGEARY	Management	For	For
		STEVEN M. WEST	Management	For	For
		JERRY YANG	Management	For	For
02	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS		Management	For	For
	LLP AS CISCO S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY
	28, 2007.
03	PROPOSAL SUBMITTED BY A SHAREHOLDER URGING THE		Shareholder	For	Against
	BOARD OF DIRECTORS TO ADOPT A POLICY THAT A SIGNIFICANT
	PORTION OF FUTURE EQUITY COMPENSATION GRANTS
	TO SENIOR EXECUTIVES SHALL BE SHARES OF STOCK
	THAT REQUIRE THE ACHIEVEMENT OF PERFORMANCE GOALS
	AS A PREREQUISITE TO VESTING, AS SET FORTH IN
	THE ACCOMPANYING PROXY STATEMENT.
04	PROPOSAL SUBMITTED BY SHAREHOLDERS REQUESTING		Shareholder	Against	For
	THE BOARD S COMPENSATION COMMITTEE INITIATE A
	REVIEW OF CISCO S EXECUTIVE COMPENSATION POLICIES
	AND TO MAKE AVAILABLE, UPON REQUEST, A REPORT
	OF THAT REVIEW BY JANUARY 1, 2007, AS SET FORTH
	IN THE ACCOMPANYING PROXY STATEMENT.
05	PROPOSAL SUBMITTED BY SHAREHOLDERS REQUESTING		Shareholder	Against	For
	THE BOARD TO PUBLISH A REPORT TO SHAREHOLDERS
	WITHIN SIX MONTHS PROVIDING A SUMMARIZED LISTING
	AND ASSESSMENT OF CONCRETE STEPS CISCO COULD
	REASONABLY TAKE TO REDUCE THE LIKELIHOOD THAT
	ITS BUSINESS PRACTICES MIGHT ENABLE OR ENCOURAGE
	THE VIOLATION OF HUMAN RIGHTS, AS SET FORTH IN
	THE ACCOMPANYING PROXY STATEMENT.
SOLECTRON CORPORATION			SLR		Annual Meeting Date: 01/10/2007
Issuer: 834182107		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		WILLIAM A. HASLER	Management	For	For
		MICHAEL R. CANNON	Management	For	For
		RICHARD A. D'AMORE	Management	For	For
		H. PAULETT EBERHART	Management	For	For
		HEINZ FRIDRICH	Management	For	For
		WILLIAM R. GRABER	Management	For	For
		DR. PAUL R. LOW	Management	For	For
		C. WESLEY M. SCOTT	Management	For	For
		CYRIL YANSOUNI	Management	For	For
02	TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE		Management	For	For
	REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM
	OF THE COMPANY FOR THE FISCAL YEAR ENDING AUGUST
	31, 2007.
TYCO INTERNATIONAL LTD.			TYC		Annual Meeting Date: 03/08/2007
Issuer: 902124106		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
02	RE-APPOINTMENT OF DELOITTE & TOUCHE LLP AS TYCO		Management	For	For
	S INDEPENDENT AUDITORS AND AUTHORIZATION FOR
	THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
	TO SET THE AUDITORS REMUNERATION.
01	DIRECTOR		Management	For
		DENNIS C. BLAIR	Management	For	For
		EDWARD D. BREEN	Management	For	For
		BRIAN DUPERREAULT	Management	For	For
		BRUCE S. GORDON	Management	For	For
		RAJIV L. GUPTA	Management	For	For
		JOHN A. KROL	Management	For	For
		H. CARL MCCALL	Management	For	For
		BRENDAN R. O’NEILL	Management	For	For
		WILLIAM S. STAVROPOULOS	Management	For	For
		SANDRA S. WIJNBERG	Management	For	For
		JEROME B. YORK	Management	For	For

Thompson Plumb Growth Fund
TYCO INTERNATIONAL LTD.			TYC		Special Meeting Date: 03/08/2007
Issuer: 902124106		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
1A	APPROVAL OF REVERSE STOCK SPLIT OF THE COMPANY		Management	For	For
	S COMMON SHARES AT A SPLIT RATIO OF 1 FOR 4.
1B	APPROVAL OF CONSEQUENTIAL AMENDMENT TO THE COMPANY		Management	For	For
	S AMENDED AND RESTATED BYE-LAWS.
TAKE-TWO INTERACTIVE SOFTWARE, INC.			TTWO		Annual Meeting Date: 03/29/2007
Issuer: 874054109		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
02	APPROVAL OF AMENDMENT TO THE COMPANY S INCENTIVE		Management	For	For
	STOCK PLAN.
01	DIRECTOR		Management
		PAUL EIBELER	Management	Withheld	Against
		OLIVER R. GRACE, JR.	Management	Withheld	Against
		ROBERT FLUG	Management	Withheld	Against
		MARK LEWIS	Management	Withheld	Against
		JOHN F. LEVY	Management	For	For
		GROVER C. BROWN	Management	For	For
04	APPROVAL OF THE SHAREHOLDER PROPOSAL THAT SOCIAL		Shareholder	Against	For
	RESPONSIBILITY AS WELL AS CORPORATE GOVERNANCE
	FINANCIAL CRITERIA BE EVALUATED WHEN SETTING
	EXECUTIVE COMPENSATION.
03	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG		Management	For	For
	LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.

Thompson Plumb Growth Fund
MORGAN STANLEY			MS		Annual Meeting Date: 04/10/2007
Issuer: 617446448		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
1A	ELECT ROY J. BOSTOCK		Management	For	For
1B	ELECT ERSKINE B. BOWLES		Management	For	For
1C	ELECT HOWARD J. DAVIES		Management	For	For
1D	ELECT C. ROBERT KIDDER		Management	For	For
1E	ELECT JOHN J. MACK		Management	For	For
1F	ELECT DONALD T. NICOLAISEN		Management	For	For
1G	ELECT CHARLES H. NOSKI		Management	For	For
1H	ELECT HUTHAM S. OLAYAN		Management	For	For
1I	ELECT CHARLES E. PHILLIPS, JR.		Management	For	For
1J	ELECT O. GRIFFITH SEXTON		Management	For	For
1K	ELECT LAURA D. TYSON		Management	For	For
1L	ELECT KLAUS ZUMWINKEL		Management	For	For
02	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE		Management	For	For
	LLP AS INDEPENDENT AUDITOR
03	TO APPROVE THE 2007 EQUITY INCENTIVE COMPENSATION		Management	For	For
	PLAN
04	SHAREHOLDER PROPOSAL REGARDING SIMPLE MAJORITY		Shareholder	Against	For
	VOTE
05	SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION		Shareholder	Against	For
	ADVISORY VOTE
BP P.L.C.			BP		Annual Meeting Date: 04/12/2007
Issuer: 055622104		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
S24	SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT		Management	For	For
	A LIMITED NUMBER OF SHARES FOR CASH FREE OF PRE-EMPTION
	RIGHTS
23	TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED		Management	For	For
	AMOUNT
S22	SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY		Management	For	For
	FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY
21	TO AUTHORIZE THE USE OF ELECTRONIC COMMUNICATIONS		Management	For	For
20	TO GIVE LIMITED AUTHORITY TO MAKE POLITICAL DONATIONS		Management	For	For
	AND INCUR POLITICAL EXPENDITURE
19	TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS AND		Management	For	For
	AUTHORIZE THE BOARD TO SET THEIR REMUNERATION
03	DIRECTOR		Management	For
02	TO APPROVE THE DIRECTORS REMUNERATION REPORT		Management	For	For
01	TO RECEIVE THE DIRECTORS ANNUAL REPORT AND ACCOUNTS		Management	For	For

Thompson Plumb Growth Fund
CITIGROUP INC.			C		Annual Meeting Date: 04/17/2007
Issuer: 172967101		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
1A	ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG.		Management	For	For
1B	ELECTION OF DIRECTOR: ALAIN J.P. BELDA.		Management	For	For
1C	ELECTION OF DIRECTOR: GEORGE DAVID.		Management	For	For
1D	ELECTION OF DIRECTOR: KENNETH T. DERR.		Management	For	For
1E	ELECTION OF DIRECTOR: JOHN M. DEUTCH.		Management	For	For
1F	ELECTION OF DIRECTOR: ROBERTO HERNANDEZ RAMIREZ.		Management	For	For
1G	ELECTION OF DIRECTOR: KLAUS KLEINFELD.		Management	For	For
1H	ELECTION OF DIRECTOR: ANDREW N. LIVERIS.		Management	For	For
1I	ELECTION OF DIRECTOR: ANNE MULCAHY.		Management	For	For
1J	ELECTION OF DIRECTOR: RICHARD D. PARSONS.		Management	For	For
1K	ELECTION OF DIRECTOR: CHARLES PRINCE.		Management	For	For
1L	ELECTION OF DIRECTOR: JUDITH RODIN.		Management	For	For
1M	ELECTION OF DIRECTOR: ROBERT E. RUBIN.		Management	For	For
1N	ELECTION OF DIRECTOR: FRANKLIN A. THOMAS.		Management	For	For
02	PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP		Management	For	For
	AS CITIGROUP S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2007.
03	STOCKHOLDER PROPOSAL REQUESTING A REPORT ON PRIOR		Shareholder	Against	For
	GOVERNMENTAL SERVICE OF CERTAIN INDIVIDUALS.
04	STOCKHOLDER PROPOSAL REQUESTING A REPORT ON POLITICAL		Shareholder	Against	For
	CONTRIBUTIONS.
05	STOCKHOLDER PROPOSAL REQUESTING A REPORT ON CHARITABLE		Shareholder	Against	For
	CONTRIBUTIONS.
06	SHAREOWNER PROPOSAL REQUESTING AN ADVISORY RESOLUTION		Shareholder	For	Against
	TO RATIFY EXECUTIVE COMPENSATION.
07	STOCKHOLDER PROPOSAL REQUESTING THAT CEO COMPENSATION		Shareholder	Against	For
	BE LIMITED TO NO MORE THAN 100 TIMES THE AVERAGE
	COMPENSATION PAID TO WORLDWIDE EMPLOYEES.
08	STOCKHOLDER PROPOSAL REQUESTING THAT THE CHAIRMAN		Shareholder	Against	For
	OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES
	OR RESPONSIBILITIES.
09	STOCKHOLDER PROPOSAL REQUESTING THAT STOCK OPTIONS		Shareholder	Against	For
	BE SUBJECT TO A FIVE-YEAR SALES RESTRICTION.
10	STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE VOTING.		Shareholder	Against	For
11	STOCKHOLDER PROPOSAL REQUESTING THAT STOCKHOLDERS		Shareholder	Against	For
	HAVE THE RIGHT TO CALL SPECIAL SHAREHOLDER MEETINGS.
FIFTH THIRD BANCORP			FITB		Annual Meeting Date: 04/17/2007
Issuer: 316773100		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
02	PROPOSAL TO AMEND ARTICLE VII OF THE CODE OF		Management	For	For
	REGULATIONS, AS AMENDED, TO PROVIDE FOR THE ISSUANCE
	OF UNCERTIFICATED SHARES.
01	DIRECTOR		Management	For
		DARRYL F. ALLEN	Management	For	For
		JOHN F. BARRETT	Management	For	For
		JAMES P. HACKETT	Management	For	For
		GARY R. HEMINGER	Management	For	For
		JOAN R. HERSCHEDE	Management	For	For
		ALLEN M. HILL	Management	For	For
		KEVIN T. KABAT	Management	For	For
		ROBERT L. KOCH II	Management	For	For
		M.D. LIVINGSTON, PH.D.	Management	For	For
		HENDRIK G. MEIJER	Management	For	For
		JAMES E. ROGERS	Management	For	For
		GEORGE A. SCHAEFER, JR.	Management	For	For
		JOHN J. SCHIFF, JR.	Management	For	For
		DUDLEY S. TAFT	Management	For	For
		THOMAS W. TRAYLOR	Management	For	For
03	PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE		Management	For	For
	& TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR 2007.

Thompson Plumb Growth Fund
THE COCA-COLA COMPANY			KO		Annual Meeting Date: 04/18/2007
Issuer: 191216100		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
1A	ELECTION OF DIRECTOR: HERBERT A. ALLEN		Management	For	For
1B	ELECTION OF DIRECTOR: RONALD W. ALLEN		Management	For	For
1C	ELECTION OF DIRECTOR: CATHLEEN P. BLACK		Management	For	For
1D	ELECTION OF DIRECTOR: BARRY DILLER		Management	For	For
1E	ELECTION OF DIRECTOR: E. NEVILLE ISDELL		Management	For	For
1F	ELECTION OF DIRECTOR: DONALD R. KEOUGH		Management	For	For
1G	ELECTION OF DIRECTOR: DONALD F. MCHENRY		Management	For	For
1H	ELECTION OF DIRECTOR: SAM NUNN		Management	For	For
1I	ELECTION OF DIRECTOR: JAMES D. ROBINSON III		Management	For	For
1J	ELECTION OF DIRECTOR: PETER V. UEBERROTH		Management	For	For
1K	ELECTION OF DIRECTOR: JAMES B. WILLIAMS		Management	For	For
02	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG		Management	For	For
	LLP AS INDEPENDENT AUDITORS
03	APPROVAL OF THE PERFORMANCE INCENTIVE PLAN OF		Management	For	For
	THE COCA-COLA COMPANY
04	SHAREOWNER PROPOSAL REGARDING MANAGEMENT COMPENSATION		Shareholder	Against	For
05	SHAREOWNER PROPOSAL REGARDING AN ADVISORY VOTE		Shareholder	For	Against
	ON THE COMPENSATION COMMITTEE REPORT
06	SHAREOWNER PROPOSAL REGARDING CHEMICAL AND BIOLOGICAL		Shareholder	Against	For
	TESTING
07	SHAREOWNER PROPOSAL REGARDING STUDY AND REPORT		Shareholder	Against	For
	ON EXTRACTION OF WATER IN INDIA
08	SHAREOWNER PROPOSAL REGARDING RESTRICTED STOCK		Shareholder	Against	For
CHEVRON CORPORATION			CVX		Annual Meeting Date: 04/25/2007
Issuer: 166764100		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
1F	ELECTION OF DIRECTOR: F.G. JENIFER		Management	For	For
1G	ELECTION OF DIRECTOR: S. NUNN		Management	For	For
1H	ELECTION OF DIRECTOR: D.J. O REILLY		Management	For	For
1I	ELECTION OF DIRECTOR: D.B. RICE		Management	For	For
1J	ELECTION OF DIRECTOR: P.J. ROBERTSON		Management	For	For
1K	ELECTION OF DIRECTOR: K.W. SHARER		Management	For	For
1L	ELECTION OF DIRECTOR: C.R. SHOEMATE		Management	For	For
1M	ELECTION OF DIRECTOR: R.D. SUGAR		Management	For	For
1N	ELECTION OF DIRECTOR: C. WARE		Management	For	For
02	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC		Management	For	For
	ACCOUNTING FIRM
03	PROPOSAL TO AMEND CHEVRON S RESTATED CERTIFICATE		Management	For	For
	OF INCORPORATION TO REPEAL THE SUPERMAJORITY
	VOTE PROVISIONS
04	ADOPT POLICY AND REPORT ON HUMAN RIGHTS		Shareholder	Against	For
05	ADOPT GOALS AND REPORT ON GREENHOUSE GAS EMISSIONS		Shareholder	Against	For
06	ADOPT POLICY AND REPORT ON ANIMAL WELFARE		Shareholder	Against	For
07	RECOMMEND AMENDMENT TO THE BY-LAWS TO SEPARATE		Shareholder	Against	For
	THE CEO/CHAIRMAN POSITIONS
08	AMEND THE BY-LAWS REGARDING THE STOCKHOLDER RIGHTS		Shareholder	Against	For
	PLAN POLICY
09	REPORT ON HOST COUNTRY ENVIRONMENTAL LAWS		Shareholder	Against	For
1A	ELECTION OF DIRECTOR: S.H. ARMACOST		Management	For	For
1B	ELECTION OF DIRECTOR: L.F. DEILY		Management	For	For
1C	ELECTION OF DIRECTOR: R.E. DENHAM		Management	For	For
1D	ELECTION OF DIRECTOR: R.J. EATON		Management	For	For
1E	ELECTION OF DIRECTOR: S. GINN		Management	For	For

Thompson Plumb Growth Fund
GENERAL ELECTRIC COMPANY			GE		Annual Meeting Date: 04/25/2007
Issuer: 369604103		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
09	REPORT ON PAY DIFFERENTIAL		Shareholder	Against	For
08	ETHICAL CRITERIA FOR MILITARY CONTRACTS		Shareholder	Against	For
07	GLOBAL WARMING REPORT		Shareholder	Against	For
06	REPORT ON CHARITABLE CONTRIBUTIONS		Shareholder	Against	For
05	ELIMINATE DIVIDEND EQUIVALENTS		Shareholder	Against	For
04	INDEPENDENT BOARD CHAIRMAN		Shareholder	Against	For
03	ONE DIRECTOR FROM THE RANKS OF RETIREES		Shareholder	Against	For
02	CURB OVER-EXTENDED DIRECTORS		Shareholder	Against	For
01	CUMULATIVE VOTING		Shareholder	For	Against
E	APPROVAL OF MATERIAL TERMS OF SENIOR OFFICER		Management	For	For
	PERFORMANCE GOALS
D	APPROVAL OF 2007 LONG TERM INCENTIVE PLAN		Management	For	For
A	DIRECTOR		Management	For
		JAMES I. CASH, JR.	Management	For	For
		SIR WILLIAM M. CASTELL	Management	For	For
		ANN M. FUDGE	Management	For	For
		CLAUDIO X. GONZALEZ	Management	For	For
		SUSAN HOCKFIELD	Management	For	For
		JEFFREY R. IMMELT	Management	For	For
		ANDREA JUNG	Management	For	For
		ALAN G.(A.G.) LAFLEY	Management	For	For
		ROBERT W. LANE	Management	For	For
		RALPH S. LARSEN	Management	For	For
		ROCHELLE B. LAZARUS	Management	For	For
		SAM NUNN	Management	For	For
		ROGER S. PENSKE	Management	For	For
		ROBERT J. SWIERINGA	Management	For	For
		DOUGLAS A. WARNER III	Management	For	For
		ROBERT C. WRIGHT	Management	For	For
B	RATIFICATION OF KPMG		Management	For	For
C	ADOPTION OF MAJORITY VOTING FOR DIRECTORS		Management	For	For
CELESTICA INC.			CLS		Annual Meeting Date: 04/26/2007
Issuer: 15101Q108		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		ROBERT L. CRANDALL	Management	For	For
		WILLIAM A. ETHERINGTON	Management	For	For
		RICHARD S. LOVE	Management	For	For
		ANTHONY R. MELMAN	Management	For	For
		GERALD W. SCHWARTZ	Management	For	For
		CHARLES W. SZULUK	Management	For	For
		DON TAPSCOTT	Management	For	For
02	APPOINTMENT OF KPMG LLP AS AUDITOR AND AUTHORIZATION		Management	For	For
	OF THE BOARD OF DIRECTORS OF CELESTICA INC. TO
	FIX THE REMUNERATION OF THE AUDITOR.
03	ADOPTION OF THE RESOLUTION SET OUT IN THE SECTION		Management	For	For
	AMENDMENTS TO LONG TERM INCENTIVE PLAN IN THE
	MANAGEMENT INFORMATION CIRCULAR OF CELESTICA
	INC. DATED MARCH 12, 2007, APPROVING AMENDMENTS
	TO THE LONG TERM INCENTIVE PLAN OF CELESTICA INC.
PFIZER INC.			PFE		Annual Meeting Date: 04/26/2007
Issuer: 717081103		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		DENNIS A. AUSIELLO	Management	For	For
		MICHAEL S. BROWN	Management	For	For
		M. ANTHONY BURNS	Management	For	For
		ROBERT N. BURT	Management	For	For
		W. DON CORNWELL	Management	For	For
		WILLIAM H. GRAY, III	Management	For	For
		CONSTANCE J. HORNER	Management	For	For
		WILLIAM R. HOWELL	Management	For	For
		JEFFREY B. KINDLER	Management	For	For
		GEORGE A. LORCH	Management	For	For
		DANA G. MEAD	Management	For	For
		WILLIAM C. STEERE, JR.	Management	For	For
02	PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP		Management	For	For
	AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR 2007.
03	SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING.		Shareholder	For	Against
04	SHAREHOLDER PROPOSAL REQUESTING A REPORT ON THE		Shareholder	Against	For
	RATIONALE FOR EXPORTING ANIMAL EXPERIMENTATION.
05	SHAREHOLDER PROPOSAL REQUESTING A REPORT ON THE		Shareholder	Against	For
	FEASIBILITY OF AMENDING PFIZER S CORPORATE POLICY
	ON LABORATORY ANIMAL CARE AND USE.
06	SHAREHOLDER PROPOSAL RELATING TO QUALIFICATIONS		Shareholder	Against	For
	FOR DIRECTOR NOMINEES.

Thompson Plumb Growth Fund
THE TRAVELERS COMPANIES, INC.			TRV		Annual Meeting Date: 05/01/2007
Issuer: 89417E109		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		ALAN L. BELLER	Management	For	For
		JOHN H. DASBURG	Management	For	For
		JANET M. DOLAN	Management	For	For
		KENNETH M. DUBERSTEIN	Management	For	For
		JAY S. FISHMAN	Management	For	For
		LAWRENCE G. GRAEV	Management	For	For
		PATRICIA L. HIGGINS	Management	For	For
		THOMAS R. HODGSON	Management	For	For
		C.L. KILLINGSWORTH, JR.	Management	For	For
		ROBERT I. LIPP	Management	For	For
		BLYTHE J. MCGARVIE	Management	For	For
		GLEN D. NELSON, MD	Management	For	For
		LAURIE J. THOMSEN	Management	For	For
02	PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP		Management	For	For
	AS TRAVELERS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2007.
03	PROPOSAL TO APPROVE AN AMENDMENT TO OUR ARTICLES		Management	Against	Against
	OF INCORPORATION TO REQUIRE A MAJORITY VOTE FOR
	THE ELECTION OF DIRECTORS.
KOHL'S CORPORATION			KSS		Annual Meeting Date: 05/02/2007
Issuer: 500255104		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		STEVEN A. BURD	Management	For	For
		WAYNE EMBRY	Management	For	For
		JAMES D. ERICSON	Management	For	For
		JOHN F. HERMA	Management	For	For
		WILLIAM S. KELLOGG	Management	For	For
		KEVIN MANSELL	Management	For	For
		R. LAWRENCE MONTGOMERY	Management	For	For
		FRANK V. SICA	Management	For	For
		PETER M. SOMMERHAUSER	Management	For	For
		STEPHEN E. WATSON	Management	For	For
		R. ELTON WHITE	Management	For	For
02	RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT		Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM.
03	MANAGEMENT PROPOSAL TO AMEND OUR 2003 LONG TERM		Management	For	For
	COMPENSATION PLAN.
04	MANAGEMENT PROPOSAL TO APPROVE OUR EXECUTIVE		Management	For	For
	BONUS PLAN.
05	MANAGEMENT PROPOSAL TO AMEND OUR ARTICLES OF		Management	For	For
	INCORPORATION TO ALLOW THE BOARD OF DIRECTORS
	TO INSTITUTE A MAJORITY VOTING REQUIREMENT FOR
	THE ELECTION OF DIRECTORS.
06	SHAREHOLDER PROPOSAL TO INITIATE THE APPROPRIATE		Shareholder	Against	For
	PROCESS TO AMEND OUR ARTICLES OF INCORPORATION
	TO INSTITUTE A MAJORITY VOTING REQUIREMENT FOR
	THE ELECTION OF DIRECTORS.

Thompson Plumb Growth Fund
PEPSICO, INC.			PEP		Annual Meeting Date: 05/02/2007
Issuer: 713448108		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
1A	ELECTION OF DIRECTOR: D. DUBLON		Management	For	For
1B	ELECTION OF DIRECTOR: V.J. DZAU		Management	For	For
1C	ELECTION OF DIRECTOR: R.L. HUNT		Management	For	For
1D	ELECTION OF DIRECTOR: A. IBARGUEN		Management	For	For
1E	ELECTION OF DIRECTOR: A.C. MARTINEZ		Management	For	For
1F	ELECTION OF DIRECTOR: I.K. NOOYI		Management	For	For
1G	ELECTION OF DIRECTOR: S.P. ROCKEFELLER		Management	For	For
1H	ELECTION OF DIRECTOR: J.J. SCHIRO		Management	For	For
1I	ELECTION OF DIRECTOR: D. VASELLA		Management	For	For
1J	ELECTION OF DIRECTOR: M.D. WHITE		Management	For	For
02	APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS		Management	For	For
03	APPROVAL OF 2007 LONG-TERM INCENTIVE PLAN (PROXY		Management	For	For
	STATEMENT P. 37)
04	SHAREHOLDER PROPOSAL- CHARITABLE CONTRIBUTIONS		Shareholder	Against	For
	(PROXY STATEMENT P. 44)
EMC CORPORATION			EMC		Annual Meeting Date: 05/03/2007
Issuer: 268648102		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
03	TO APPROVE AN AMENDED AND RESTATED EMC CORPORATION		Management	For	For
	2003 STOCK PLAN TO INCREASE BY 100,000,000.
04	TO APPROVE AN AMENDMENT TO EMC S 1989 EMPLOYEE		Management	For	For
	STOCK PURCHASE PLAN TO INCREASE BY 25,000,000.
05	TO ELIMINATE EMC S CLASSIFIED BOARD STRUCTURE		Management	For	For
	AND PROVIDE FOR THE ANNUAL ELECTION OF EACH DIRECTOR.
06	TO ACT UPON A SHAREHOLDER PROPOSAL RELATING TO		Shareholder	Against	For
	EMC S AUDIT COMMITTEE, AS DESCRIBED IN EMC S
	PROXY STATEMENT.
07	TO ACT UPON A SHAREHOLDER PROPOSAL RELATING TO		Shareholder	Against	For
	ELECTION OF DIRECTORS BY MAJORITY VOTE, AS DESCRIBED
	IN EMC S PROXY STATEMENT.
08	TO ACT UPON A SHAREHOLDER PROPOSAL RELATING TO		Shareholder	For	Against
	SIMPLE MAJORITY VOTE, AS DESCRIBED IN EMC S PROXY
	STATEMENT.
09	TO ACT UPON A SHAREHOLDER PROPOSAL RELATING TO		Shareholder	Against	For
	PAY-FOR-SUPERIOR PERFORMANCE, AS DESCRIBED IN
	EMC S PROXY STATEMENT.
01	DIRECTOR		Management	For
		MICHAEL W. BROWN	Management	For	For
		JOHN R. EGAN	Management	For	For
		DAVID N. STROHM	Management	For	For
02	TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE		Management	For	For
	OF THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS
	LLP AS EMC S INDEPENDENT AUDITORS FOR THE FISCAL
	YEAR ENDING DECEMBER 31, 2007.

Thompson Plumb Growth Fund
IMS HEALTH INCORPORATED			RX		Annual Meeting Date: 05/04/2007
Issuer: 449934108		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		JAMES D. EDWARDS	Management	For	For
		WILLIAM C. VAN FAASEN	Management	For	For
		BRET W. WISE	Management	For	For
02	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS		Management	For	For
	LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2007.
03	APPROVAL OF THE SHAREHOLDER PROPOSAL RELATING		Shareholder	Against	For
	TO THE ELECTION OF EACH DIRECTOR ANNUALLY.
BERKSHIRE HATHAWAY INC.			BRKA		Annual Meeting Date: 05/05/2007
Issuer: 084670207		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		WARREN E. BUFFETT	Management	For	For
		CHARLES T. MUNGER	Management	For	For
		HOWARD G. BUFFETT	Management	For	For
		SUSAN L. DECKER	Management	For	For
		WILLIAM H. GATES III	Management	For	For
		DAVID S. GOTTESMAN	Management	For	For
		CHARLOTTE GUYMAN	Management	For	For
		DONALD R. KEOUGH	Management	For	For
		THOMAS S. MURPHY	Management	For	For
		RONALD L. OLSON	Management	For	For
		WALTER SCOTT, JR.	Management	For	For
02	SHAREHOLDER PROPOSAL: TO APPROVE THE SHAREHOLDER		Shareholder	Against	For
	PROPOSAL WITH RESPECT TO INVESTMENTS IN CERTAIN
	FOREIGN CORPORATIONS.

Thompson Plumb Growth Fund
ALTERA CORPORATION			ALTR		Annual Meeting Date: 05/08/2007
Issuer: 021441100		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
1A	ELECTION OF DIRECTOR: JOHN P. DAANE.		Management	For	For
1B	ELECTION OF DIRECTOR: ROBERT W. REED.		Management	For	For
1C	ELECTION OF DIRECTOR: ROBERT J. FINOCCHIO, JR.		Management	For	For
1D	ELECTION OF DIRECTOR: KEVIN MCGARITY.		Management	For	For
1E	ELECTION OF DIRECTOR: JOHN SHOEMAKER.		Management	For	For
1F	ELECTION OF DIRECTOR: SUSAN WANG.		Management	For	For
02	TO APPROVE AN AMENDMENT TO THE 1987 EMPLOYEE		Management	For	For
	STOCK PURCHASE PLAN TO INCREASE BY 1,000,000
	THE NUMBER OF SHARES OF COMMON STOCK RESERVED
	FOR ISSUANCE UNDER THE PLAN.
03	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS		Management	For	For
	LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR THE FISCAL YEAR ENDING DECEMBER 28, 2007.
BOSTON SCIENTIFIC CORPORATION			BSX		Annual Meeting Date: 05/08/2007
Issuer: 101137107		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		URSULA M. BURNS	Management	For	For
		MARYE ANNE FOX, PH.D.	Management	For	For
		N.J. NICHOLAS, JR.	Management	For	For
		JOHN E. PEPPER	Management	For	For
02	TO AMEND THE CERTIFICATE OF INCORPORATION AND		Management	For	For
	BYLAWS TO DECLASSIFY BOARD OF DIRECTORS
03	TO AMEND THE CERTIFICATE OF INCORPORATION AND		Management	For	For
	BYLAWS TO INCREASE THE MAXIMUM SIZE OF THE BOARD
	OF DIRECTORS FROM 15 TO 20 DIRECTORS
04	TO APPROVE A STOCK OPTION EXCHANGE PROGRAM FOR		Management	For	For
	BOSTON SCIENTIFIC EMPLOYEES (OTHER THAN EXECUTIVE
	OFFICERS)
05	TO REQUIRE EXECUTIVES TO MEET SPECIFIED STOCK		Shareholder	Against	For
	RETENTION GUIDELINES
06	RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT		Management	For	For
	AUDITORS
07	TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY		Management	For	For
	COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
	POSTPONEMENT THEREOF

Thompson Plumb Growth Fund
AMGEN INC.			AMGN		Annual Meeting Date: 05/09/2007
Issuer: 031162100		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
1A	ELECTION OF DIRECTOR: MR. FRANK J. BIONDI, JR.		Management	For	For
1B	ELECTION OF DIRECTOR: MR. JERRY D. CHOATE		Management	For	For
1C	ELECTION OF DIRECTOR: MR. FRANK C. HERRINGER		Management	For	For
1D	ELECTION OF DIRECTOR: DR. GILBERT S. OMENN		Management	For	For
02	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP		Management	For	For
	AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2007.
03	TO APPROVE THE AMENDMENTS TO THE COMPANY S RESTATED		Management	For	For
	CERTIFICATE OF INCORPORATION ELIMINATING THE
	CLASSIFICATION OF THE BOARD OF DIRECTORS.
04	TO APPROVE THE AMENDMENTS TO THE COMPANY S AMENDED		Management	For	For
	AND RESTATED BYLAWS ELIMINATING THE CLASSIFICATION
	OF THE BOARD OF DIRECTORS.
5A	STOCKHOLDER PROPOSAL #1 (ANIMAL WELFARE POLICY).		Shareholder	Against	For
5B	STOCKHOLDER PROPOSAL #2 (SUSTAINABILITY REPORT).		Shareholder	Against	For
RADIAN GROUP INC.			RDN		Annual Meeting Date: 05/09/2007
Issuer: 750236101		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	TO ADOPT THE AGREEMENT AND PLAN OF MERGER, BY		Management	For	For
	AND BETWEEN MGIC INVESTMENT CORPORATION AND RADIAN
	GROUP INC., DATED AS OF FEBRUARY 6, 2007, AS
	IT MAY BE AMENDED FROM TIME TO TIME, PURSUANT
	TO WHICH RADIAN WILL BE MERGED WITH AND INTO MGIC.
02	DIRECTORS		Management	For
		HERBERT WENDER	Management	For	For
		DAVID C. CARNEY	Management	For	For
		HOWARD B. CULANG	Management	For	For
		STEPHEN T. HOPKINS	Management	For	For
		SANFORD A. IBRAHIM	Management	For	For
		JAMES W. JENNINGS	Management	For	For
		RONALD W. MOORE	Management	For	For
		JAN NICHOLSON	Management	For	For
		ROBERT W. RICHARDS	Management	For	For
		ANTHONY W. SCHWEIGER	Management	For	For
03	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE		Management	For	For
	LLP AS RADIAN S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2007.
04	TO APPROVE THE ADJOURNMENT OF THE RADIAN ANNUAL		Management	For	For
	MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT
	ADDITIONAL PROXIES.
MGIC INVESTMENT CORPORATION			MTG		Annual Meeting Date: 05/10/2007
Issuer: 552848103		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	ADOPT THE AGREEMENT AND PLAN OF MERGER, BY AND		Management	For	For
	BETWEEN MGIC INVESTMENT CORPORATION AND RADIAN
	GROUP INC., DATED FEBRUARY 6, 2007.
02	DIRECTOR		Management	For
		JAMES A. ABBOTT	Management	For	For
		THOMAS M. HAGERTY	Management	For	For
		MICHAEL E. LEHMAN	Management	For	For
03	RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS		Management	For	For
	LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM OF MGIC INVESTMENT CORPORATION.
04	ADJOURN THE ANNUAL MEETING IF NECESSARY TO PERMIT		Management	For	For
	FURTHER SOLICITATION IN THE EVENT THERE ARE NOT
	SUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING
	TO APPROVE THE AGREEMENT AND PLAN OF MERGER REFERRED
	TO IN ITEM 1.

Thompson Plumb Growth Fund
THE WESTERN UNION COMPANY			WU		Annual Meeting Date: 05/10/2007
Issuer: 959802109		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		DINYAR S. DEVITRE	Management	For	For
		BETSY D. HOLDEN	Management	For	For
		CHRISTINA A. GOLD	Management	For	For
02	APPROVAL OF THE WESTERN UNION COMPANY 2006 LONG-TERM		Management	For	For
	INCENTIVE PLAN
03	APPROVAL OF THE WESTERN UNION COMPANY SENIOR		Management	For	For
	EXECUTIVE ANNUAL INCENTIVE PLAN
04	RATIFICATION OF SELECTION OF AUDITORS		Management	For	For
AMERICAN INTERNATIONAL GROUP, INC.			AIG		Annual Meeting Date: 05/16/2007
Issuer: 026874107		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		MARSHALL A. COHEN	Management	For	For
		MARTIN S. FELDSTEIN	Management	For	For
		ELLEN V. FUTTER	Management	For	For
		STEPHEN L. HAMMERMAN	Management	For	For
		RICHARD C. HOLBROOKE	Management	For	For
		FRED H. LANGHAMMER	Management	For	For
		GEORGE L. MILES, JR.	Management	For	For
		MORRIS W. OFFIT	Management	For	For
		JAMES F. ORR III	Management	For	For
		VIRGINIA M. ROMETTY	Management	For	For
		MARTIN J. SULLIVAN	Management	For	For
		MICHAEL H. SUTTON	Management	For	For
		EDMUND S.W. TSE	Management	For	For
		ROBERT B. WILLUMSTAD	Management	For	For
		FRANK G. ZARB	Management	For	For
02	RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS		Management	For	For
	LLP AS AIG S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2007.
03	ADOPTION OF THE AMERICAN INTERNATIONAL GROUP,		Management	For	For
	INC. 2007 STOCK INCENTIVE PLAN.
04	SHAREHOLDER PROPOSAL RELATING TO PERFORMANCE-BASED		Shareholder	Against	For
	STOCK OPTIONS.

Thompson Plumb Growth Fund
INTEL CORPORATION			INTC		Annual Meeting Date: 05/16/2007
Issuer: 458140100		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
1A	ELECTION OF DIRECTOR: CRAIG R. BARRETT		Management	For	For
1B	ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY		Management	For	For
1C	ELECTION OF DIRECTOR: SUSAN L. DECKER		Management	For	For
1D	ELECTION OF DIRECTOR: D. JAMES GUZY		Management	For	For
1E	ELECTION OF DIRECTOR: REED E. HUNDT		Management	For	For
1F	ELECTION OF DIRECTOR: PAUL S. OTELLINI		Management	For	For
1G	ELECTION OF DIRECTOR: JAMES D. PLUMMER		Management	For	For
1H	ELECTION OF DIRECTOR: DAVID S. POTTRUCK		Management	For	For
1I	ELECTION OF DIRECTOR: JANE E. SHAW		Management	For	For
1J	ELECTION OF DIRECTOR: JOHN L. THORNTON		Management	For	For
1K	ELECTION OF DIRECTOR: DAVID B. YOFFIE		Management	For	For
02	RATIFICATION OF SELECTION OF ERNST & YOUNG LLP		Management	For	For
	AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM
03	AMENDMENT AND EXTENSION OF THE 2006 EQUITY INCENTIVE		Management	For	For
	PLAN
04	APPROVAL OF THE 2007 EXECUTIVE OFFICER INCENTIVE		Management	For	For
	PLAN
05	STOCKHOLDER PROPOSAL REQUESTING LIMITATION ON		Shareholder	Against	For
	EXECUTIVE COMPENSATION
TIME WARNER INC.			TWX		Annual Meeting Date: 05/18/2007
Issuer: 887317105		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
04	STOCKHOLDER PROPOSAL REGARDING ADVISORY RESOLUTION		Shareholder	Against	For
	TO RATIFY COMPENSATION OF NAMED EXECUTIVE OFFICERS.
05	STOCKHOLDER PROPOSAL REGARDING SEPARATION OF		Shareholder	Against	For
	ROLES OF CHAIRMAN AND CEO.
06	STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY		Shareholder	Against	For
	VOTE.
07	STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER		Shareholder	Against	For
	MEETINGS.
08	STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER RATIFICATION		Shareholder	Against	For
	OF DIRECTOR COMPENSATION WHEN A STOCKHOLDER RIGHTS
	PLAN HAS BEEN ADOPTED.
01	DIRECTOR		Management	For
		KENNETH J. NOVACK	Management	For	For
		RICHARD D. PARSONS	Management	For	For
		FRANCIS T. VINCENT, JR.	Management	For	For
		DEBORAH C. WRIGHT	Management	For	For
		JAMES L. BARKSDALE	Management	For	For
		JEFFREY L. BEWKES	Management	For	For
		STEPHEN F. BOLLENBACH	Management	For	For
		FRANK J. CAUFIELD	Management	For	For
		ROBERT C. CLARK	Management	For	For
		MATHIAS DOPFNER	Management	For	For
		JESSICA P. EINHORN	Management	For	For
		REUBEN MARK	Management	For	For
		MICHAEL A. MILES	Management	For	For
02	RATIFICATION OF AUDITORS.		Management	For	For
03	COMPANY PROPOSAL TO AMEND THE COMPANY S RESTATED		Management	For	For
	CERTIFICATE OF INCORPORATION TO ELIMINATE CERTAIN
	SUPER-MAJORITY VOTE REQUIREMENTS.

Thompson Plumb Growth Fund
FISERV, INC.			FISV		Annual Meeting Date: 05/23/2007
Issuer: 337738108		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		K.M. ROBAK*	Management	For	For
		T.C. WERTHEIMER*	Management	For	For
02	TO APPROVE AN AMENDMENT TO OUR ARTICLES OF		Management	For	For
	INCORPORATION TO ALLOW OUR BY-LAWS TO PROVIDE
	FOR A MAJORITY VOTING STANDARD FOR THE ELECTION
	OF DIRECTORS IN UNCONTESTED ELECTIONS.
03	TO APPROVE THE FISERV, INC. 2007 OMNIBUS INCENTIVE		Management	For	For
	PLAN.
04	TO RATIFY THE SELECTION OF DELOITTE & TOUCHE		Management	For	For
	LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2007.
EXXON MOBIL CORPORATION			XOM		Annual Meeting Date: 05/30/2007
Issuer: 30231G102		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		M.J. BOSKIN	Management	For	For
		W.W. GEORGE	Management	For	For
		J.R. HOUGHTON	Management	For	For
		W.R. HOWELL	Management	For	For
		R.C. KING	Management	For	For
		P.E. LIPPINCOTT	Management	For	For
		M.C. NELSON	Management	For	For
		S.J. PALMISANO	Management	For	For
		S.S. REINEMUND	Management	For	For
		W.V. SHIPLEY	Management	For	For
		J.S. SIMON	Management	For	For
		R.W. TILLERSON	Management	For	For
02	RATIFICATION OF INDEPENDENT AUDITORS (PAGE 44)		Management	For	For
03	CUMULATIVE VOTING (PAGE 45)		Shareholder	For	Against
04	SPECIAL SHAREHOLDER MEETINGS (PAGE 47)		Shareholder	Against	For
05	BOARD CHAIRMAN AND CEO (PAGE 47)		Shareholder	Against	For
06	DIVIDEND STRATEGY (PAGE 48)		Shareholder	Against	For
07	SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION		Shareholder	For	Against
	(PAGE 50)
08	CEO COMPENSATION DECISIONS (PAGE 51)		Shareholder	Against	For
09	EXECUTIVE COMPENSATION REPORT (PAGE 52)		Shareholder	Against	For
10	EXECUTIVE COMPENSATION LIMIT (PAGE 53)		Shareholder	Against	For
11	INCENTIVE PAY RECOUPMENT (PAGE 54)		Shareholder	Against	For
12	POLITICAL CONTRIBUTIONS REPORT (PAGE 55)		Shareholder	Against	For
13	AMENDMENT OF EEO POLICY (PAGE 57)		Shareholder	Against	For
14	COMMUNITY ENVIRONMENTAL IMPACT (PAGE 58)		Shareholder	Against	For
15	GREENHOUSE GAS EMISSIONS GOALS (PAGE 60)		Shareholder	Against	For
16	CO2 INFORMATION AT THE PUMP (PAGE 61)		Shareholder	Against	For
17	RENEWABLE ENERGY INVESTMENT LEVELS (PAGE 62)		Shareholder	Against	For

Thompson Plumb Growth Fund
FIRST DATA CORPORATION			FDC		Annual Meeting Date: 05/30/2007
Issuer: 319963104		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	ELECTION OF DIRECTOR: DAVID A. COULTER		Management	For	For
02	ELECTION OF DIRECTOR: HENRY C. DUQUES		Management	For	For
03	ELECTION OF DIRECTOR: RICHARD P. KIPHART		Management	For	For
04	ELECTION OF DIRECTOR: JOAN E. SPERO		Management	For	For
05	THE APPROVAL OF AN INCREASE IN THE NUMBER OF		Management	For	For
	SHARES ISSUABLE UNDER THE COMPANY S EMPLOYEE
	STOCK PURCHASE PLAN BY 12,500,000 SHARES OF COMPANY
	COMMON STOCK.
06	THE APPROVAL OF THE 2006 NON-EMPLOYEE DIRECTOR		Management	For	For
	EQUITY COMPENSATION PLAN AND THE ALLOCATION OF
	1,500,000 SHARES OF COMPANY COMMON STOCK TO THE
	PLAN.
07	THE APPROVAL OF AMENDMENTS TO THE COMPANY S 2002		Management	For	For
	LONG-TERM INCENTIVE PLAN.
08	THE RATIFICATION OF THE SELECTION OF ERNST &		Management	For	For
	YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE COMPANY FOR 2007.
WAL-MART STORES, INC.			WMT		Annual Meeting Date: 06/01/2007
Issuer: 931142103		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
1I	ELECTION OF DIRECTOR: ALLEN I. QUESTROM		Management	For	For
1J	ELECTION OF DIRECTOR: H. LEE SCOTT, JR.		Management	For	For
1K	ELECTION OF DIRECTOR: JACK C. SHEWMAKER		Management	For	For
1L	ELECTION OF DIRECTOR: JIM C. WALTON		Management	For	For
1M	ELECTION OF DIRECTOR: S. ROBSON WALTON		Management	For	For
1N	ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS		Management	For	For
1O	ELECTION OF DIRECTOR: LINDA S. WOLF		Management	For	For
02	RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT		Management	For	For
	ACCOUNTANTS
03	CHARITABLE CONTRIBUTIONS REPORT		Shareholder	Against	For
04	UNIVERSAL HEALTH CARE POLICY		Shareholder	Against	For
05	PAY-FOR-SUPERIOR-PERFORMANCE		Shareholder	Against	For
06	EQUITY COMPENSATION GLASS CEILING		Shareholder	Against	For
07	COMPENSATION DISPARITY		Shareholder	Against	For
08	BUSINESS SOCIAL RESPONSIBILITY REPORT		Shareholder	Against	For
09	EXECUTIVE COMPENSATION VOTE		Shareholder	Against	For
10	POLITICAL CONTRIBUTIONS REPORT		Shareholder	Against	For

Thompson Plumb Growth Fund
WAL-MART STORES, INC.			WMT		Annual Meeting Date: 06/01/2007
Issuer: 931142103		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
11	SOCIAL AND REPUTATION IMPACT REPORT		Shareholder	Against	For
12	CUMULATIVE VOTING		Shareholder	For	Against
13	QUALIFICATIONS FOR DIRECTOR NOMINEES		Shareholder	Against	For
1A	ELECTION OF DIRECTOR: AIDA M. ALVAREZ		Management	For	For
1B	ELECTION OF DIRECTOR: JAMES W. BREYER		Management	For	For
1C	ELECTION OF DIRECTOR: M. MICHELE BURNS		Management	For	For
1D	ELECTION OF DIRECTOR: JAMES I. CASH, JR.		Management	For	For
1E	ELECTION OF DIRECTOR: ROGER C. CORBETT		Management	For	For
1F	ELECTION OF DIRECTOR: DOUGLAS N. DAFT		Management	For	For
1G	ELECTION OF DIRECTOR: DAVID D. GLASS		Management	For	For
1H	ELECTION OF DIRECTOR: ROLAND A. HERNANDEZ		Management	For	For
FEDERAL HOME LOAN MORTGAGE CORPORATION			FRE		Annual Meeting Date: 06/08/2007
Issuer: 313400301		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
1K	ELECTION OF DIRECTOR: NICOLAS P. RETSINAS		Management	For	For
1L	ELECTION OF DIRECTOR: STEPHEN A. ROSS		Management	For	For
1M	ELECTION OF DIRECTOR: RICHARD F. SYRON		Management	For	For
02	RATIFICATION OF APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
	AUDITORS FOR FISCAL YEAR 2007.
03	APPROVAL OF THE AMENDMENT AND RESTATEMENT OF		Management	For	For
	THE 1995 DIRECTORS STOCK COMPENSATION PLAN.
1A	ELECTION OF DIRECTOR: BARBARA T. ALEXANDER		Management	For	For
1B	ELECTION OF DIRECTOR: GEOFFREY T. BOISI		Management	For	For
1C	ELECTION OF DIRECTOR: MICHELLE ENGLER		Management	For	For
1D	ELECTION OF DIRECTOR: ROBERT R. GLAUBER		Management	For	For
1E	ELECTION OF DIRECTOR: RICHARD KARL GOELTZ		Management	For	For
1F	ELECTION OF DIRECTOR: THOMAS S. JOHNSON		Management	For	For
1G	ELECTION OF DIRECTOR: WILLIAM M. LEWIS, JR.		Management	For	For
1H	ELECTION OF DIRECTOR: EUGENE M. MCQUADE		Management	For	For
1I	ELECTION OF DIRECTOR: SHAUN F. O MALLEY		Management	For	For
1J	ELECTION OF DIRECTOR: JEFFREY M. PEEK		Management	For	For
EBAY INC.			EBAY		Annual Meeting Date: 06/14/2007
Issuer: 278642103		ISIN:
SEDOL:
Vote Group: Growth Fund
Proposal			Proposal	Vote	For or Against
Number	Proposal		Type	Cast	Management
01	DIRECTOR		Management	For
		PHILIPPE BOURGUIGNON	Management	For	For
		THOMAS J. TIERNEY	Management	For	For
		MARGARET C. WHITMAN	Management	For	For
02	APPROVAL OF AN AMENDMENT TO OUR 1999 GLOBAL EQUITY		Management	For	For
	INCENTIVE PLAN TO FURTHER SATISFY THE REQUIREMENTS
	OF SECTION 162(M) OF THE INTERNAL REVENUE CODE.
03	APPROVAL OF AN AMENDMENT TO OUR 1998 EMPLOYEE		Management	For	For
	STOCK PURCHASE PLAN TO EXTEND THE TERM OF THE
	PURCHASE PLAN.
04	RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS		Management	For	For
	LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL
	YEAR ENDING DECEMBER 31, 2007.

SIGNATURES

     Pursuant to the requirements of 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.

THOMPSON PLUMB FUNDS, INC.
By:	/s/ John W. Thompson
	John W. Thompson, Chairman and
	Chief Executive Officer
Date: August 10, 2007