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: 11/30/2008

Date of reporting period: 07/01/2007-6/30/2008

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.

Vote Group: Growth Fund

BED BATH & BEYOND INC.
Security	075896100	Meeting Type	Annual
Ticker Symbol	BBBY	Meeting Date	10-Jul-2007
ISIN	US0758961009	Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	WARREN EISENBERG		For	For
	2	STANLEY F. BARSHAY		For	For
	3	PATRICK R. GASTON		For	For
	4	VICTORIA A. MORRISON		For	For
02	Ratify Appointment of Independent Auditors		Management	For	For
03	Shareholder Proposal: Climate Change Report		Shareholder	Against	For
04	Shareholder Proposal: Executive Compensation Vote		Shareholder	Against	For
05	Shareholder Proposal: Product Content Report		Shareholder	Against	For

FLAGSTONE REINSURANCE HOLDINGS LIMITED
Security	G3529T105	Meeting Type	Annual
Ticker Symbol	FSR	Meeting Date	20-Jul-2007
ISIN	BMG3529T1053	Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	DAVID A. BROWN		For	For
	2	STEPHEN COLEY		For	For
	3	DR. ANTHONY KNAP		For	For
02	To Approve An Amendment to Our Bye-Laws		Management	For	For
03	To Appoint the Firm of Deloitte & Touche, Independent Auditors, to serve as our		Management	For	For
	Independent Auditors for the 2007 Fiscal Year until our 2008 Annual General Meeting,
	and to refer the determination of the Auditors remuneration to the Board of Directors.
04	To consider and take action with respect to such other matters as may properly come		Management	For	For
	before the Annual General Meeting or any Adjournment or Adjournments thereof.

MEDTRONIC, INC.
Security	585055106	Meeting Type	Annual
Ticker Symbol	MDT	Meeting Date	23-Aug-2007
ISIN	US5850551061	Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	DAVID A. CALHOUN		For	For
	2	ARTHUR D. COLLINS, JR.		For	For
	3	JAMES T. LENEHEN		For	For
	4	KENDALL J. POWELL		For	For
02	To Amend Medtronics Restated Articles of Incorporation to provide for the Annual		Management	For	For
	Election of all Directors.
03	Ratify Appointment of Independent Auditors		Management	For	For

2

Vote Group: Growth Fund

FLEXTRONICS INTERNATIONAL LTD.
Security	Y2537F102	Meeting Type	Annual
Ticker Symbol	FLEX	Meeting Date	27-Sep-2007
ISIN	SG9999000020	Agenda

Item	Proposal	Type	Vote	For/Against
				Management
01	To Authorize the Directors of Flextronics to allot and issue its ordinary shares pursuant	Management	For	For
	to the Agreement and Plan of Merger, Dated June 4, 2007, among Flextronics, Saturn
	Merger Corp. and Solectron Corporation.
2A	Re-election of Mr. James A. Davidson as a Director of Flextronics	Management	For	For
2B	Re-election of Mr. Lip-Bu Tan as a Director of Flextronics	Management	For	For
03	Re-Appointment of Mr. Rockwell A. Schnabel as a Director of Flextronics	Management	For	For
04	Ratify Appointment of Independent Auditors	Management	For	For
05	To Approve the General Authorization for the Directors of Flextronics to allot and issue	Management	For	For
	ordinary shares.
06	To Approve the Cash Compensation Payable to Flextronics Non-Employee Directors.	Management	For	For
07	To Approve the Renewal of the Share Purchase Mandate relating to acquisitions by	Management	For	For
	Flextronics of its own issued ordinary shares.
08	To Approve an Amendment to the 2001 Equity Incentive Plan to increase the maximum	Management	For	For
	number of ordinary shares which may be issued as share bonuses by 5,000,000 ordinary
	shares.
09	To Approve an Amendment to the 2001 Equity Incentive Plan to increase the number of	Management	For	For
	ordinary shares reserved for issuance by 10,000,000 shares.

THE PROCTOR & GAMBLE COMPANY
Security	742718109	Meeting Type	Annual
Ticker Symbol	PG	Meeting Date	9-Oct-2007
ISIN	US7427181091	Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	RAJAT K. GUPTA		For	For
	2	A.G. LAFLEY		For	For
	3	LYNN M. MARTIN		For	For
	4	JOHNATHAN A. RODGERS		For	For
	5	JOHN F. SMITH, JR.		For	For
	6	RALPH SNYDERMAN, M.D.		For	For
	7	MARGARET C. WHITMAN		For	For
02	Ratify Appointment of the Independent Registered Accounting Firm		Management	For	For
03	Shareholder Proposal #1 - Award no future stock options		Shareholder	Against	For
04	Shareholder Proposal #2 - Report on Company Policies and Activities		Shareholder	Against	For
05	Shareholder Proposal #3 - Animal Testing		Shareholder	Against	For

3

Vote Group: Growth Fund

CINTAS CORPORATION
Security	172908105	Meeting Type	Annual
Ticker Symbol	CTAS	Meeting Date	23-Oct-2007
ISIN	US1729081059	Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	GERALD S. ADOLPH		For	For
	2	PAUL R. CARTER		For	For
	3	GERALD V. DIRVIN		For	For
	4	RICHARD T. FARMER		For	For
	5	SCOTT D. FARMER		For	For
	6	JOYCE HERGENHAN		For	For
	7	ROGER L. HOWE		For	For
	6	ROBERT J. KOHLHEPP		For	For
	7	DAVID C. PHILLIPS		For	For
02	Ratify Appointment of the Independent Registered Accounting Firm		Management	For	For
03	Shareholder Proposal to adopt a policy that the Chairman of the Board of Directors be		Shareholder	Against	For
	an Independent Director who has not previously served as an Executive Officer of
	Cintas.
04	Shareholder Proposal to Amend Cintas Articles of Incorporation to provide that the		Shareholder	Against	For
	Director Nominees be elected by the Affirmative Vote of the Majority of Votes cast at the
	Annual Meeting of Shareholders.

MARSHALL & ILSLEY CORPORATION
Security	571834100	Meeting Type	Special
Ticker Symbol	MI	Meeting Date	25-Oct-2007
ISIN	US5718371033	Agenda

Item	Proposal	Type	Vote	For/Against
				Management
01	Proposal to Approve and Adopt the Investment Agreement, Dated as of April 3, 2007,	Management	For	For
	among Marshall & Ilsley, Metavante Corporation, Metavante Holding Company, Montana
	Merger Sub Inc., and WPM, L.P., and the transactions contemplated by the Investment
	Agreement, including the Holding Company Merger and the new Metavante share
	issuance.
02	Proposal to Approve any adjournments of the special meeting for the purpose of	Management	For	*Management
	soliciting additional proxies if there are not sufficient votes at the Special Meeting to			Position
	approve and adopt the Investment Agreement and the transactions contemplated by the			Unknown
	Investment Agreement, including the holding company merger and the new Metavante
	share issuance.

4

Vote Group: Growth Fund

CARDINAL HEALTH, INC.
Security	14149Y108	Meeting Type	Annual
Ticker Symbol	CAH	Meeting Date	7-Nov-2007
ISIN	US14149Y1082	Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	COLLEEN F. ARNOLD		For	For
	2	R. KERRY CLARK		For	For
	3	GEORGE H. CONRADES		For	For
	4	CALVIN DARDEN		For	For
	5	JOHN F. FINN		For	For
	6	PHILIP L. FRANCIS		For	For
	7	GREGORY B. KENNY		For	For
	6	RICHARD C. NOTEBAERT		For	For
	7	DAVID W. RAISBECK		For	For
	8	ROBERT D. WALTER		For	For
02	Ratify Appointment of the Independent Registered Accounting Firm		Management	For	For
03	Proposal to Approve Amendments to the Code of Regulations to reduce the Shareholder		Management	Against	Against
	Supermajority Vote Requirements to a Majority Vote.
04	Proposal to Adopt an Approve the 2007 Nonemployee Directors Equity Incentive Plan.		Management	For	For
05	Shareholder Proposal regarding an Annual Shareholder Advisory vote on Executive		Shareholder	For	Against
	Compensation.
06	Shareholder Proposal regarding Performance-based Stock Options.		Shareholder	For	Against

LINEAR TECHNOLOGY CORPORATION
Security	535678106	Meeting Type	Annual
Ticker Symbol	LLTC	Meeting Date	7-Nov-2007
ISIN	US5356781063	Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	ROBERT H. SWANSON, JR.		For	For
	2	DAVID S. LEE		For	For
	3	LOTHAR MAIER		For	For
	4	RICHARD M. MOLEY		For	For
	5	THOMAS S. VOLPE		For	For
02	Ratify Appointment of the Independent Registered Accounting Firm		Management	For	For

RESMED INC
Security	761152107	Meeting Type	Annual
Ticker Symbol	RMD	Meeting Date	8-Nov-2007
ISIN	US7611521078	Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	MICHAEL A. QUINN		For	For
	2	RICHARD SULPIZIO		For	For
02	Ratify Appointment of Independent Auditors		Management	For	For

5

Vote Group: Growth Fund

SYSCO CORPORATION
Security	871829107	Meeting Type	Annual
Ticker Symbol	SYY	Meeting Date	9-Nov-2007
ISIN	US8718291078	Agenda

Item	Proposal	Type	Vote	For/Against
				Management
1A	To Elect Director to serve until the Annual Meeting of Stockholders in 2010: JACKIE M.	Management	For	For
	WARD
1B	To Elect Director to serve until the Annual Meeting of Stockholders in 2010: MICHAEL A.	Management	For	For
	FERNANDEZ
1C	To Elect Director to serve until the Annual Meeting of Stockholders in 2010: JOHN M.	Management	For	For
	CASSADAY
02	To Approve the 2007 Stock Incentive Plan	Management	For	For
03	To Approve the Amended and Restated Sysco Corporation 1974 Employees Stock	Management	For	For
	Purchase Plan to (A) reserve 6,000,000 additional shares of Sysco Corporation common
	stock for issuance under such plan and (B) provide that, with respect to Sysco's foreign
	subsidiaries, all as more fully described in the Proxy Statement.
04	Ratify Appointment of the Independent Registered Accounting Firm	Management	For	For

MICROSOFT CORPORATION
Security	594918104	Meeting Type	Annual
Ticker Symbol	MSFT	Meeting Date	13-Nov-2007
ISIN	US5949181045	Agenda

Item	Proposal	Type	Vote	For/Against
				Management
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., PHD	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: REED HASTINGS	Management	For	For
1G	Election of Director: DAVID F. MARQUARDT	Management	For	For
1H	Election of Director: CHARLES H. NOSKI	Management	For	For
1I	Election of Director: DR. HELMUT PANKE	Management	For	For
1J	Election of Director: JON A. SHIRLEY	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
03	Shareholder Proposal - Adoption of policies on Internet censorship.	Shareholder	Against	For

6

Vote Group: Growth Fund

CISCO SYSTEMS, INC.
Security	17275R102	Meeting Type	Annual
Ticker Symbol	CSCO	Meeting Date	15-Nov-2007
ISIN	US17275R1023	Agenda

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Director: CAROL A. BARTZ	Management	For	For
1B	Election of Director: M. MICHELE BURNS	Management	For	For
1C	Election of Director: MICHAEL D. CAPELLAS	Management	For	For
1D	Election of Director: LARRY R. CARTER	Management	For	For
1E	Election of Director: JOHN T. CHAMBERS	Management	For	For
1F	Election of Director: BRIAN L. HALLA	Management	For	For
1G	Election of Director: DR. JOHN L. HENNESSY	Management	For	For
1H	Election of Director: RICHARD M. KOVACEVICH	Management	For	For
1I	Election of Director: RODERICK C. MCGEARY	Management	For	For
1J	Election of Director: MICHAEL K. POWELL	Management	For	For
1K	Election of Director: STEVEN M. WEST	Management	For	For
1L	Election of Director: JERRY YANG	Management	For	For
02	To Approve the Amendment and Extension of the 2005 Stock Incentive Plan.	Management	For	For
03	To Approve the Executive Incentive Plan with respect to current and future covered	Management	For	For
	Employees and Executive Officers.
04	Ratify Appointment of the Independent Registered Accounting Firm	Management	For	For
05	Proposal submitted by Shareholders requesting the Board to establish a Board	Shareholder	Against	For
	Committee on Human Rights.
06	Proposal submitted by a Shareholder requesting the Board establish a Pay-for-Superior-	Shareholder	Against	For
	Performance standard in the Company's Executive Compensation Plan for Senior
	Executives.
07	Proposal submitted by Shareholders requesting the Board to adopt a policy that	Shareholder	Against	For
	Shareholders be given the opportunity at each Annual Meeting of Shareholders to vote
	on an Advisory Resolution to Ratify the Compensation of the named Executive Officers.
08	Proposal submitted by Shareholders requesting the Board to publish a report to	Shareholder	Against	For
	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.

7

Vote Group: Growth Fund

FANNIE MAE
Security	313586109	Meeting Type	Annual
Ticker Symbol	FNM	Meeting Date	14-Dec-2007
ISIN	US3135861090	Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	STEPHEN B. ASHLEY		For	For
	2	DENNIS R. BERESFORD		For	For
	3	LOUIS J. FREEH		For	For
	4	BRENDA J. GAINES		For	For
	5	KAREN N. HORN, PH.D.		For	For
	6	BRIDGET A. MACASKILL		For	For
	7	DANIEL H. MUDD		For	For
	8	LESLIE RAHL		For	For
	9	JOHN C. SITES, JR.		For	For
	10	GREG C. SMITH		For	For
	11	H. PATRICK SWYGERT		For	For
	12	JOHN K. WULFF		For	For
02	Ratify Appointment of the Independent Registered Accounting Firm		Management	For	For
03	Proposal to Approve an Amendment to the Fannie Mae Stock Compensation Plan of		Management	For	For
	2003.
04	Proposal to require Shareholder Advisory Vote on Executive Compensation.		Shareholder	For	Against
05	Proposal to authorize Cumulative Voting.		Shareholder	For	Against

WALGREEN CO.
Security	931422109	Meeting Type	Annual
Ticker Symbol	WAG	Meeting Date	9-Jan-2008
ISIN	US9314221097	Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	WILLIAM C. FOOTE		For	For
	2	ALAN G. MCNALLY		For	For
	3	CORDELL REED		For	For
	4	JEFFREY A. REIN		For	For
	5	NANCY M. SCHLICHTING		For	For
	6	DAVID Y. SCHWARTZ		For	For
	7	ALEJANDRO SILVA		For	For
	8	JAMES A. SKINNER		For	For
	9	MARILOU M. VON FERSTEL		For	For
	10	CHARLES R. WALGREEN III		For	For
02	Ratify Appointment of the Independent Registered Accounting Firm		Management	For	For
03	Shareholder Proposal regarding reports disclosing Charitable Contributions.		Shareholder	Against	For
04	Shareholder Proposal regarding Shareholder Vote on the adoption, maintenance or		Shareholder	Against	For
	extension of any Poison Pill.
05	Shareholder Proposal that the Chairman of the Board be an Independent Director who		Shareholder	Against	For
	has not previously served as an Executive Officer of Walgreen Co.

8

Vote Group: Growth Fund

QUALCOMM, INCORPORATED
Security	747525103	Meeting Type	Annual
Ticker Symbol	QCOM	Meeting Date	11-Mar-2008
ISIN	US7475251036	Agenda	932807095 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	BARBARA T. ALEXANDER		For	For
	2	DONALD G. CRUICKSHANK		For	For
	3	RAYMOND V. DITTAMORE		For	For
	4	IRWIN MARK JACOBS		For	For
	5	PAUL E. JACOBS		For	For
	6	ROBERT E. KAHN		For	For
	7	SHERRY LANSING		For	For
	8	DUANE A. NELLES		For	For
	9	MARC I. STERN		For	For
	10	BRENT SCOWCROFT		For	For
02	Amend Stock Compensation Plan		Management	For	For
03	Ratify Appointment of Independent Auditors		Management	For	For

TYCO INTERNATIONAL LTD
Security	G9143X208	Meeting Type	Annual
Ticker Symbol	TYC	Meeting Date	13-Mar-2008
ISIN	BMG9143X2082	Agenda	932809188 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	DENNIS C. BLAIR		For	For
	2	EDWARD D. BREEN		For	For
	3	BRIAN DUPERREAULT		For	For
	4	BRUCE S. GORDON		For	For
	5	RAJIV L. GUPTA		For	For
	6	JOHN A. KROL		For	For
	7	BRENDAN R. O'NEILL		For	For
	8	WILLIAM S. STAVROPOULOS		For	For
	9	SANDRA S. WIJNBERG		For	For
	10	JEROME B. YORK		For	For
	11	TIMOTHY M. DONAHUE		For	For
02	Approve Remuneration of Directors and Auditors		Management	For	For
03	Approve Charter Amendment		Management	For	For

9

Vote Group: Growth Fund

DISCOVER FINANCIAL SERVICES
Security	254709108	Meeting Type	Annual
Ticker Symbol	DFS	Meeting Date	10-Apr-2008
ISIN	US2547091080	Agenda	932820334 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For

FIFTH THIRD BANCORP
Security	316773100	Meeting Type	Annual
Ticker Symbol	FITB	Meeting Date	15-Apr-2008
ISIN	US3167731005	Agenda	932819759 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	DARRYL F. ALLEN		For	For
	2	JOHN F. BARRETT		For	For
	3	U.L. BRIDGEMAN, JR.		For	For
	4	JAMES P. HACKETT		For	For
	5	GARY R. HEMINGER		For	For
	6	ALLEN M. HILL		For	For
	7	KEVIN T. KABAT		For	For
	8	ROBERT L. KOCH II		For	For
	9	M.D. LIVINGSTON, PH.D		For	For
	10	HENDRIK G. MEIJER		For	For
	11	JAMES E. ROGERS		For	For
	12	GEORGE A. SCHAEFER, JR.		For	For
	13	JOHN J. SCHIFF, JR.		For	For
	14	DUDLEY S. TAFT		For	For
	15	THOMAS W. TRAYLOR		For	For
02	Authorize Common Stock Increase		Management	Against	Against
03	Amend Stock Compensation Plan		Management	For	For
04	Miscellaneous Corporate Governance		Management	For	For
05	Ratify Appointment of Independent Auditors		Management	For	For
06	S/H Proposal - Enhance Stock Value Via Merger/Sale		Shareholder	Against	For

10

Vote Group: Growth Fund

THE COCA-COLA COMPANY
Security	191216100	Meeting Type	Annual
Ticker Symbol	KO	Meeting Date	16-Apr-2008
ISIN	US1912161007	Agenda	932820067 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
1L	Election of Directors (Majority Voting)	Management	For	For
1M	Election of Directors (Majority Voting)	Management	For	For
1N	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
03	Approve Stock Compensation Plan	Management	For	For
04	S/H Proposal - Compensation Discussion and Analysis	Shareholder	For	Against
05	S/H Proposal - Separate Chairman/Coe	Shareholder	Against	For
06	S/H Proposal - Research Renewable Energy	Shareholder	Against	For

TAKE-TWO INTERACTIVE SOFTWARE, INC.
Security	874054109	Meeting Type	Annual
Ticker Symbol	TTWO	Meeting Date	17-Apr-2008
ISIN	US8740541094	Agenda	932821956 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	BEN FEDER		For	For
	2	STRAUSS ZELNICK		For	For
	3	ROBERT A. BOWMAN		For	For
	4	GROVER C. BROWN		For	For
	5	MICHAEL DORNEMANN		For	For
	6	JOHN F. LEVY		For	For
	7	J MOSES		For	For
	8	MICHAEL SHERESKY		For	For
02	Amend Stock Compensation Plan		Management	For	For
03	Ratify Appointment of Independent Auditors		Management	For	For

11

Vote Group: Growth Fund

BP P.L.C.
Security	055622104	Meeting Type	Annual
Ticker Symbol	BP	Meeting Date	17-Apr-2008
ISIN	US0556221044	Agenda	932823354 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Approve Financial Statements, Allocation of Income, and		Management	For	For
	Discharge Directors
02	Approve Remuneration of Directors and Auditors		Management	For	For
03	Election of Directors		Management
	1	MR A BURGMANS		For	For
	2	MRS C B CARROLL		For	For
	3	SIR WILLIAM CASTELL		For	For
	4	MR I C CONN		For	For
	5	MR G DAVID		For	For
	6	MR E B DAVIS, JR		For	For
	7	MR D J FLINT		For	For
	8	DR B E GROTE		For	For
	9	DR A B HAYWARD		For	For
	10	MR A G INGLIS		For	For
	11	DR D S JULIUS		For	For
	12	SIR TOM MCKILLOP		For	For
	13	SIR IAN PROSSER		For	For
	14	MR P D SUTHERLAND		For	For
17	Approve Remuneration of Directors and Auditors		Management	For	For
S18	Miscellaneous Corporate Actions		Management	For	For
S19	Authorize Purchase of Assets		Management	For	For
20	Allot Securities		Management	For	For
S21	Authorize Co to Carry Out Rights Issues/Ltd Issuances w/o		Management	For	For
	Preemptive Rights

12

Vote Group: Growth Fund

CITIGROUP INC.
Security	172967101	Meeting Type	Annual
Ticker Symbol	C	Meeting Date	22-Apr-2008
ISIN	US1729671016	Agenda	932822679 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
1L	Election of Directors (Majority Voting)	Management	For	For
1M	Election of Directors (Majority Voting)	Management	For	For
1N	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
03	S/H Proposal - Political/Government	Shareholder	Against	For
04	S/H Proposal - Political/Government	Shareholder	For	Against
05	S/H Proposal - Increase Disclosure of Executive Compensation	Shareholder	Against	For
06	S/H Proposal - Nominate a Lead Director	Shareholder	Against	For
07	Miscellaneous Shareholder Proposal	Shareholder	Against	For
08	Miscellaneous Shareholder Proposal	Shareholder	Against	For
09	S/H Proposal - Environmental	Shareholder	Against	For
10	S/H Proposal - Human Rights Related	Shareholder	Against	For
11	S/H Proposal - Establish Independent Chairman	Shareholder	Against	For
12	Miscellaneous Corporate Governance	Management	For	Against
CV	Miscellaneous Corporate Governance	Management	For

13

Vote Group: Growth Fund

MARSHALL & ILSLEY CORPORATION
Security	571837103	Meeting Type	Annual
Ticker Symbol	MI	Meeting Date	22-Apr-2008
ISIN	US5718371033	Agenda	932824178 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	ANDREW N. BAUR		For	For
	2	JON F. CHAIT		For	For
	3	JOHN W. DANIELS, JR.		For	For
	4	DENNIS J. KUESTER		For	For
	5	DAVID J. LUBAR		For	For
	6	JOHN A. MELLOWES		For	For
	7	ROBERT J. O'TOOLE		For	For
	8	SAN W. ORR, JR.		For	For
	9	JOHN S. SHIELY		For	For
	10	DEBRA S. WALLER		For	For
	11	GEORGE E. WARDEBERG		For	For
02	Amend Stock Compensation Plan		Management	For	For
03	Ratify Appointment of Independent Auditors		Management	For	For
04	S/H Proposal - Election of Directors By Majority Vote		Shareholder	Against	For

OFFICE DEPOT, INC.
Security	676220106	Meeting Type	Contested-Annual
Ticker Symbol	ODP	Meeting Date	23-Apr-2008
ISIN	US6762201068	Agenda	932840437 - Opposition

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	MARK BEGELMAN		For	*
	2	MARTIN E. HANAKA		For	*
	3	MGT NOM-LEE A. AULT III		For	*
	4	MGT NOM-NEIL R AUSTRIAN		For	*
	5	MGT NOM-D.W. BERNAUER		For	*
	6	MGT NOM-ABELARDO E. BRU		For	*
	7	MGT NOM-MARSHA J. EVANS		For	*
	8	MGT NOM-BRENDA J GAINES		For	*
	9	MGT NOM-MYRA M. HART		For	*
	10	MGT NOM-W.S. HEDRICK		For	*
	11	MGT NOM-KATHLEEN MASON		For	*
	12	MGT NOM-MICHAEL J MYERS		For	*
02	Approve Cash/Stock Bonus Plan		Management	Against	*
03	Ratify Appointment of Independent Auditors		Management	For	*
	*Management Position Unknown

14

Vote Group: Growth Fund

PFIZER INC.
Security	717081103	Meeting Type	Annual
Ticker Symbol	PFE	Meeting Date	24-Apr-2008
ISIN	US7170811035	Agenda	932829940 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
1L	Election of Directors (Majority Voting)	Management	For	For
1M	Election of Directors (Majority Voting)	Management	For	For
1N	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
03	Miscellaneous Shareholder Proposal	Shareholder	Against	For
04	S/H Proposal - Separate Chairman/Coe	Shareholder	Against	For

THE BOEING COMPANY
Security	097023105	Meeting Type	Annual
Ticker Symbol	BA	Meeting Date	28-Apr-2008
ISIN	US0970231058	Agenda	932826350 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
03	S/H Proposal - Military/Weapons	Shareholder	Against	For
04	S/H Proposal - Health Issues	Shareholder	Against	For
05	S/H Proposal - Human Rights Related	Shareholder	Against	For
06	Miscellaneous Shareholder Proposal	Shareholder	Against	For
07	S/H Proposal - Performance Based Stock Options	Shareholder	For	Against
08	S/H Proposal - Executive Compensation	Shareholder	For	Against
09	Miscellaneous Shareholder Proposal	Shareholder	Against	For

15

Vote Group: Growth Fund

INTERNATIONAL BUSINESS MACHINES CORP.
Security	459200101	Meeting Type	Annual
Ticker Symbol	IBM	Meeting Date	29-Apr-2008
ISIN	US4592001014	Agenda	932825118 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	C. BLACK		For	For
	2	W.R. BRODY		For	For
	3	K.I. CHENAULT		For	For
	4	M.L. ESKEW		For	For
	5	S.A. JACKSON		For	For
	6	L.A. NOTO		For	For
	7	J.W. OWENS		For	For
	8	S.J. PALMISANO		For	For
	9	J.E. SPERO		For	For
	10	S. TAUREL		For	For
	11	L.H. ZAMBRANO		For	For
02	Ratify Appointment of Independent Auditors		Management	For	For
03	S/H Proposal - Adopt Cumulative Voting		Shareholder	For	Against
04	S/H Proposal - Executive Compensation		Shareholder	Against	For
05	S/H Proposal - Human Rights Related		Shareholder	Against	For
06	Miscellaneous Shareholder Proposal		Shareholder	Against	For
07	S/H Proposal - Executive Compensation		Shareholder	For	Against

THE MCGRAW-HILL COMPANIES, INC.
Security	580645109	Meeting Type	Annual
Ticker Symbol	MHP	Meeting Date	30-Apr-2008
ISIN	US5806451093	Agenda	932833797 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	SIR WINFRIED BISCHOFF*		For	For
	2	DOUGLAS N. DAFT*		For	For
	3	LINDA KOCH LORIMER*		For	For
	4	HAROLD MCGRAW III*		For	For
	5	SIR MICHAEL RAKE**		For	For
02	Ratify Appointment of Independent Auditors		Management	For	For
03	S/H Proposal - Proxy Process/Statement		Shareholder	Against	For
04	S/H Proposal - Corporate Governance		Shareholder	Against	For

16

Vote Group: Growth Fund

KOHL'S CORPORATION
Security	500255104	Meeting Type	Annual
Ticker Symbol	KSS	Meeting Date	30-Apr-2008
ISIN	US5002551043	Agenda	932840449 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
03	S/H Proposal - Allow Shareholders to Nominate Directors	Shareholder	Against	For
04	S/H Proposal - Executive Compensation	Shareholder	Against	For

TOMOTHERAPY INC
Security	890088107	Meeting Type	Annual
Ticker Symbol	TOMO	Meeting Date	01-May-2008
ISIN	US8900881074	Agenda	932833292 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	THOMAS ROCKWELL MACKIE*		For	For
	2	JOHN J. MCDONOUGH*		For	For
	3	FRANCES S. TAYLOR*		For	For
	4	JOHN J. GREISCH**		For	For
02	Ratify Appointment of Independent Auditors		Management	For	For

IMS HEALTH INCORPORATED
Security	449934108	Meeting Type	Annual
Ticker Symbol	RX	Meeting Date	02-May-2008
ISIN	US4499341083	Agenda	932851644 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
03	Declassify Board	Management	For	For
04	Approve Stock Compensation Plan	Management	For	For

17

Vote Group: Growth Fund

BERKSHIRE HATHAWAY INC.
Security	084670207	Meeting Type	Annual
Ticker Symbol	BRKB	Meeting Date	03-May-2008
ISIN	US0846702076	Agenda	932826463 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	WARREN E. BUFFETT		For	For
	2	CHARLES T. MUNGER		For	For
	3	HOWARD G. BUFFETT		For	For
	4	SUSAN L. DECKER		For	For
	5	WILLIAM H. GATES III		For	For
	6	DAVID S. GOTTESMAN		For	For
	7	CHARLOTTE GUYMAN		For	For
	8	DONALD R. KEOUGH		For	For
	9	THOMAS S. MURPHY		For	For
	10	RONALD L. OLSON		For	For
	11	WALTER SCOTT, JR.		For	For

BOSTON SCIENTIFIC CORPORATION
Security	101137107	Meeting Type	Annual
Ticker Symbol	BSX	Meeting Date	06-May-2008
ISIN	US1011371077	Agenda	932830222 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	URSULA M. BURNS		For	For
	2	WARREN B. RUDMAN		For	For
	3	JAMES R. TOBIN		For	For
	4	NANCY-ANN DEPARLE		For	For
	5	J. RAYMOND ELLIOTT		For	For
	6	MARYE ANNE FOX		For	For
	7	RAY J. GROVES		For	For
	8	N.J. NICHOLAS, JR.		For	For
	9	PETE M. NICHOLAS		For	For
	10	JOHN E. PEPPER		For	For
02	Amend Stock Compensation Plan		Management	Against	Against
03	Ratify Appointment of Independent Auditors		Management	For	For
04	Transact Other Business		Management	For	For

18

Vote Group: Growth Fund

PEPSICO, INC.
Security	713448108	Meeting Type	Annual
Ticker Symbol	PEP	Meeting Date	07-May-2008
ISIN	US7134481081	Agenda	932832125 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
1L	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
03	S/H Proposal - Environmental	Shareholder	Against	For
04	S/H Proposal - Board Independence	Shareholder	Against	For
05	S/H Proposal - Environmental	Shareholder	Against	For
06	S/H Proposal - Environmental	Shareholder	Against	For
07	S/H Proposal - Executive Compensation	Shareholder	For	Against

AMGEN INC.
Security	031162100	Meeting Type	Annual
Ticker Symbol	AMGN	Meeting Date	07-May-2008
ISIN	US0311621009	Agenda	932842948 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
3A	S/H Proposal - Election of Directors By Majority Vote	Shareholder	Against	For
3B	S/H Proposal - Animal Rights	Shareholder	Against	For

19

Vote Group: Growth Fund

ALTERA CORPORATION
Security	021441100	Meeting Type	Annual
Ticker Symbol	ALTR	Meeting Date	13-May-2008
ISIN	US0214411003	Agenda	932844839 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
02	Amend Stock Compensation Plan	Management	For	For
03	Amend Stock Compensation Plan	Management	For	For
04	Amend Employee Stock Purchase Plan	Management	For	For
05	Ratify Appointment of Independent Auditors	Management	For	For

CONOCOPHILLIPS
Security	20825C104	Meeting Type	Annual
Ticker Symbol	COP	Meeting Date	14-May-2008
ISIN	US20825C1045	Agenda	932842912 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
02	Approve Charter Amendment	Management	For	For
03	Ratify Appointment of Independent Auditors	Management	For	For
04	S/H Proposal - Proxy Process/Statement	Shareholder	Against	For
05	Miscellaneous Shareholder Proposal	Shareholder	Against	For
06	S/H Proposal - Executive Compensation	Shareholder	For	Against
07	S/H Proposal - Political/Government	Shareholder	Against	For
08	S/H Proposal - Environmental	Shareholder	Against	For
09	S/H Proposal - Environmental	Shareholder	Against	For
10	S/H Proposal - Environmental	Shareholder	Against	For
11	S/H Proposal - Environmental	Shareholder	Against	For
12	S/H Proposal - Environmental	Shareholder	Against	For

20

Vote Group: Growth Fund

AMERICAN INTERNATIONAL GROUP, INC.
Security	026874107	Meeting Type	Annual
Ticker Symbol	AIG	Meeting Date	14-May-2008
ISIN	US0268741073	Agenda	932859878 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
1L	Election of Directors (Majority Voting)	Management	For	For
1M	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
03	S/H Proposal - Human Rights Related	Shareholder	Against	For
04	S/H Proposal - Political/Government	Shareholder	Against	For

TIME WARNER INC.
Security	887317105	Meeting Type	Annual
Ticker Symbol	TWX	Meeting Date	16-May-2008
ISIN	US8873171057	Agenda	932860516 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
1L	Election of Directors (Majority Voting)	Management	For	For
02	Miscellaneous Corporate Governance	Management	For	For
03	Miscellaneous Corporate Governance	Management	For	For
04	Ratify Appointment of Independent Auditors	Management	For	For
05	S/H Proposal - Separate Chairman/Coe	Shareholder	Against	For

21

Vote Group: Growth Fund

FANNIE MAE
Security	313586109	Meeting Type	Annual
Ticker Symbol	FNM	Meeting Date	20-May-2008
ISIN	US3135861090	Agenda	932852127 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
1L	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
03	Miscellaneous Corporate Governance	Management	For	Against

INTEL CORPORATION
Security	458140100	Meeting Type	Annual
Ticker Symbol	INTC	Meeting Date	21-May-2008
ISIN	US4581401001	Agenda	932840071 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
03	S/H Proposal - Establish Nominating Committee	Shareholder	Against	For

22

Vote Group: Growth Fund

FISERV, INC.
Security	337738108	Meeting Type	Annual
Ticker Symbol	FISV	Meeting Date	21-May-2008
ISIN	US3377381088	Agenda	932862926 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	D.F. DILLON*		For	For
	2	G.J. LEVY*		For	For
	3	D.J. O'LEARY*		For	For
	4	G.M. RENWICK*		For	For
	5	D.R. SIMONS**		For	For
	6	P.J. KIGHT***		For	For
02	Ratify Appointment of Independent Auditors		Management	For	For

THE WESTERN UNION COMPANY
Security	959802109	Meeting Type	Annual
Ticker Symbol	WU	Meeting Date	23-May-2008
ISIN	US9598021098	Agenda	932843988 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For

23

Vote Group: Growth Fund

EXXON MOBIL CORPORATION
Security	30231G102	Meeting Type	Annual
Ticker Symbol	XOM	Meeting Date	28-May-2008
ISIN	US30231G1022	Agenda	932858232 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	M.J. BOSKIN		For	For
	2	L.R. FAULKNER		For	For
	3	W.W. GEORGE		For	For
	4	J.R. HOUGHTON		For	For
	5	R.C. KING		For	For
	6	M.C. NELSON		For	For
	7	S.J. PALMISANO		For	For
	8	S.S REINEMUND		For	For
	9	W.V. SHIPLEY		For	For
	10	R.W. TILLERSON		For	For
	11	E.E. WHITACRE, JR.		For	For
02	Ratify Appointment of Independent Auditors		Management	For	For
03	Miscellaneous Shareholder Proposal		Shareholder	Against	For
04	S/H Proposal - Board Compensation		Shareholder	Against	For
05	S/H Proposal - Separate Chairman/Coe		Shareholder	Against	For
06	Miscellaneous Shareholder Proposal		Shareholder	Against	For
07	S/H Proposal - Executive Compensation		Shareholder	For	Against
08	S/H Proposal - Executive Compensation		Shareholder	Against	For
09	S/H Proposal - Compensation Discussion and Analysis		Shareholder	Against	For
10	S/H Proposal - Environmental		Shareholder	Against	For
11	S/H Proposal - Political/Government		Shareholder	For	Against
12	S/H Proposal - Report on EEO		Shareholder	Against	For
13	S/H Proposal - Environmental		Shareholder	Against	For
14	S/H Proposal - Environmental		Shareholder	Against	For
15	S/H Proposal - Report/Reduce Greenhouse Gas Emissions		Shareholder	Against	For
16	S/H Proposal - Environmental		Shareholder	Against	For
17	S/H Proposal - Environmental		Shareholder	Against	For
18	S/H Proposal - Environmental		Shareholder	Against	For
19	S/H Proposal - Environmental		Shareholder	Against	For

24

Vote Group: Growth Fund

CHEVRON CORPORATION
Security	166764100	Meeting Type	Annual
Ticker Symbol	CVX	Meeting Date	28-May-2008
ISIN	US1667641005	Agenda	932865047 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
1L	Election of Directors (Majority Voting)	Management	For	For
1M	Election of Directors (Majority Voting)	Management	For	For
1N	Election of Directors (Majority Voting)	Management	For	For
1O	Election of Directors (Majority Voting)	Management	For	For
02	Ratify Appointment of Independent Auditors	Management	For	For
03	Authorize Common Stock Increase	Management	Against	Against
04	S/H Proposal - Separate Chairman/Coe	Shareholder	Against	For
05	S/H Proposal - Political/Government	Shareholder	Against	For
06	S/H Proposal - Environmental	Shareholder	Against	For
07	Miscellaneous Corporate Governance	Management	Against	For
08	S/H Proposal - Environmental	Shareholder	Against	For
09	S/H Proposal - Environmental	Shareholder	Against	For

25

Vote Group: Growth Fund

WAL-MART STORES, INC.
Security	931142103	Meeting Type	Annual
Ticker Symbol	WMT	Meeting Date	06-Jun-2008
ISIN	US9311421039	Agenda	932881039 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
1E	Election of Directors (Majority Voting)	Management	For	For
1F	Election of Directors (Majority Voting)	Management	For	For
1G	Election of Directors (Majority Voting)	Management	For	For
1H	Election of Directors (Majority Voting)	Management	For	For
1I	Election of Directors (Majority Voting)	Management	For	For
1J	Election of Directors (Majority Voting)	Management	For	For
1K	Election of Directors (Majority Voting)	Management	For	For
1L	Election of Directors (Majority Voting)	Management	For	For
1M	Election of Directors (Majority Voting)	Management	For	For
1N	Election of Directors (Majority Voting)	Management	For	For
1O	Election of Directors (Majority Voting)	Management	For	For
02	Approve Cash/Stock Bonus Plan	Management	For	For
03	Ratify Appointment of Independent Auditors	Management	For	For
04	S/H Proposal - Report on Gene Engineered Products	Shareholder	Against	For
05	S/H Proposal - Executive Compensation	Shareholder	Against	For
06	S/H Proposal - Executive Compensation	Shareholder	Against	For
07	S/H Proposal - Political/Government	Shareholder	Against	For
08	S/H Proposal - Executive Compensation	Shareholder	For	Against
09	S/H Proposal - Tobacco	Shareholder	For	Against
10	Miscellaneous Shareholder Proposal	Shareholder	Against	For
11	S/H Proposal - Proxy Process/Statement	Shareholder	Against	For

FEDERAL HOME LOAN MORTGAGE CORPORATION
Security	313400301	Meeting Type	Annual
Ticker Symbol	FRE	Meeting Date	06-Jun-2008
ISIN	US3134003017	Agenda	932884237 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	BARBARA T. ALEXANDER		For	For
	2	GEOFFREY T. BOISI		For	For
	3	MICHELLE ENGLER		For	For
	4	ROBERT R. GLAUBER		For	For
	5	RICHARD KARL GOELTZ		For	For
	6	THOMAS S. JOHNSON		For	For
	7	JEROME P. KENNEY		For	For
	8	WILLIAM M. LEWIS, JR.		For	For
	9	NICOLAS P. RETSINAS		For	For
	10	STEPHEN A. ROSS		For	For
	11	RICHARD F. SYRON		For	For
02	Ratify Appointment of Independent Auditors		Management	For	For
03	Amend Stock Compensation Plan		Management	For	For

26

Vote Group: Growth Fund

EBAY INC.
Security	278642103	Meeting Type	Annual
Ticker Symbol	EBAY	Meeting Date	19-Jun-2008
ISIN	US2786421030	Agenda	932891650 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	Election of Directors (Majority Voting)	Management	For	For
1B	Election of Directors (Majority Voting)	Management	For	For
1C	Election of Directors (Majority Voting)	Management	For	For
1D	Election of Directors (Majority Voting)	Management	For	For
02	Approve Stock Compensation Plan	Management	For	For
03	Ratify Appointment of Independent Auditors	Management	For	For

27

Vote Group: MidCap Fund

ABERCROMBIE & FITCH CO.
Security	002896207	Meeting Type	Annual
Ticker Symbol	ANF	Meeting Date	11-Jun-2008
ISIN		Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	LAUREN J. BRISKY		For	For
	2	ARCHIE M. GRIFFIN		For	For
	3	ALLAN A. TUTTLE		For	For
02	Ratify Appointment of Independent Auditors		Management	For	For
03	S/H Proposal - Election of Directors by Majority Vote		Shareholder	Against	For

BROADCOM CORPORATION
Security	111320107	Meeting Type	Annual
Ticker Symbol	BRCM	Meeting Date	19-Jun-2008
ISIN		Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	GEORGE L. FARINSKY		For	For
	2	NANCY H. HANDEL		For	For
	3	EDDY W. HARTENSTEIN		For	For
	4	JOHN E. MAJOR		For	For
	5	SCOTT A. MCGREGOR		For	For
	6	ALAN E. ROSS		For	For
	7	HENRY SAMUELI, PH.D.		For	For
	8	ROBERT E. SWITZ		For	For
02	Amend Stock Incentive Plan		Management	For	For
03	Amend Employee Stock Purchase Plan		Management	For	For
04	Ratify Appointment of Independent Auditors		Management	For	For

JOS. A. BANK CLOTHIERS, INC.
Security	480838101	Meeting Type	Annual
Ticker Symbol	JOSB	Meeting Date	19-Jun-2008
ISIN		Agenda

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management	For	For
	1	ROBERT N. WILDRICK
04	Ratify Appointment of Independent Auditors		Management	For	For

28

Vote Group: Bond Fund

TIME WARNER CABLE INC
Security	88732J108	Meeting Type	Annual
Ticker Symbol	TWC	Meeting Date	29-May-2008
ISIN	US88732J1088	Agenda	932863699 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	Election of Directors		Management
	1	DAVID C. CHANG		For	For
	2	JAMES E. COPELAND, JR.		For	For
02	Ratify Appointment of Independent Auditors		Management	For	For

29

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 12, 2008

30