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)

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

John W. Thompson
Chief Executive Officer and President
Thompson Plumb Funds, Inc.
918 Deming Way
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: 11/30/2011

Date of reporting period: 07/01/2010-6/30/2011

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 Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

FLEXTRONICS INTERNATIONAL LTD.
Security	Y2573F102	Meeting Type	Annual
Ticker Symbol	FLEX	Meeting Date	23-Jul-2010
ISIN	SG9999000020	Agenda	933299340 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: H. RAYMOND BINGHAM	Management	For	For
1B	ELECTION OF DIRECTOR: DR. WILLY C. SHIH	Management	For	For
2	TO APPROVE THE RE-APPOINTMENT OF DELOITTE &	Management	For	For
	TOUCHE LLP AS FLEXTRONICS'S INDEPENDENT AUDITORS
	FOR THE 2011 FISCAL YEAR AND TO AUTHORIZE THE
	BOARD OF DIRECTORS TO FIX ITS REMUNERATION.
3	TO APPROVE THE GENERAL AUTHORIZATION FOR THE	Management	For	For
	DIRECTORS OF FLEXTRONICS TO ALLOT AND ISSUE
	ORDINARY SHARES.
4	TO APPROVE THE ADOPTION OF THE FLEXTRONICS	Management	For	For
	INTERNATIONAL LTD. 2010 EQUITY INCENTIVE PLAN.
S1	TO APPROVE THE RENEWAL OF THE SHARE PURCHASE	Management	For	For
	MANDATE RELATING TO ACQUISITIONS BY FLEXTRONICS
	OF ITS OWN ISSUED ORDINARY SHARES.

VODAFONE GROUP PLC
Security	92857W209	Meeting Type	Annual
Ticker Symbol	VOD	Meeting Date	27-Jul-2010
ISIN	US92857W2098	Agenda	933299681 - Management

Item	Proposal	Type	Vote	For/Against
				Management
01	TO RECEIVE THE COMPANY'S ACCOUNTS AND REPORTS	Management	For	For
	OF THE DIRECTORS AND THE AUDITORS FOR THE YEAR
	ENDED 31 MARCH 2010
02	TO RE-ELECT SIR JOHN BOND AS A DIRECTOR (MEMBER	Management	For	For
	OF THE NOMINATIONS AND GOVERNANCE COMMITTEE)
03	TO RE-ELECT JOHN BUCHANAN AS A DIRECTOR (MEMBER	Management	For	For
	OF THE AUDIT COMMITTEE, MEMBER OF THE
	NOMINATIONS AND GOVERNANCE COMMITTEE)
04	TO RE-ELECT VITTORIO COLAO AS A DIRECTOR	Management	For	For
05	TO RE-ELECT MICHEL COMBES AS A DIRECTOR	Management	For	For
06	TO RE-ELECT ANDY HALFORD AS A DIRECTOR	Management	For	For
07	TO RE-ELECT STEPHEN PUSEY AS A DIRECTOR	Management	For	For
08	TO RE-ELECT ALAN JEBSON AS A DIRECTOR (MEMBER OF	Management	For	For
	THE AUDIT COMMITTEE)
09	TO RE-ELECT SAMUEL JONAH AS A DIRECTOR (MEMBER OF	Management	For	For
	THE REMUNERATION COMMITTEE)
10	TO RE-ELECT NICK LAND AS A DIRECTOR (MEMBER OF THE	Management	For	For
	AUDIT COMMITTEE)
11	TO RE-ELECT ANNE LAUVERGEON AS A DIRECTOR	Management	For	For
	(MEMBER OF THE AUDIT COMMITTEE)
12	TO RE-ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER	Management	For	For
	OF THE NOMINATIONS AND GOVERNANCE COMMITTEE,
	MEMBER OF THE REMUNERATION COMMITTEE)
13	TO RE-ELECT ANTHONY WATSON AS A DIRECTOR	Management	For	For
	(MEMBER OF THE REMUNERATION COMMITTEE)
14	TO RE-ELECT PHILIP YEA AS A DIRECTOR (MEMBER OF THE	Management	For	For
	REMUNERATION COMMITTEE)
15	TO APPROVE A FINAL DIVIDEND OF 5.65P PER ORDINARY	Management	For	For
	SHARE
16	TO APPROVE THE REMUNERATION REPORT	Management	For	For
17	TO RE-APPOINT DELOITTE LLP AS AUDITORS	Management	For	For
18	TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE	Management	For	For
	THE REMUNERATION OF THE AUDITORS
19	TO AUTHORISE THE DIRECTORS TO ALLOT SHARES	Management	For	For
S20	TO AUTHORISE THE DIRECTORS TO DIS-APPLY PRE-	Management	For	For
	EMPTION RIGHTS (SPECIAL RESOLUTION)
S21	TO AUTHORISE THE COMPANY'S TO PURCHASE ITS OWN	Management	For	For
	SHARES (SECTION 701, COMPANIES ACT 2006) (SPECIAL
	RESOLUTION)
S22	TO ADOPT NEW ARTICLES OF ASSOCIATION (SPECIAL	Management	For	For
	RESOLUTION)
S23	TO AUTHORISE THE CALLING OF A GENERAL MEETING	Management	For	For
	OTHER THAN AN ANNUAL GENERAL MEETING ON NOT LESS
	THAN 14 CLEAR DAYS' NOTICE (SPECIAL RESOLUTION)
24	TO APPROVE THE CONTINUED OPERATION OF THE	Management	For	For
	VODAFONE SHARE INCENTIVE PLAN.

Page 1 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

MCKESSON CORPORATION
Security	58155Q103	Meeting Type	Annual
Ticker Symbol	MCK	Meeting Date	28-Jul-2010
ISIN	US58155Q1031	Agenda	933303834 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: ANDY D. BRYANT	Management	For	For
1B	ELECTION OF DIRECTOR: WAYNE A. BUDD	Management	For	For
1C	ELECTION OF DIRECTOR: JOHN H. HAMMERGREN	Management	For	For
1D	ELECTION OF DIRECTOR: ALTON F. IRBY III	Management	For	For
1E	ELECTION OF DIRECTOR: M. CHRISTINE JACOBS	Management	For	For
1F	ELECTION OF DIRECTOR: MARIE L. KNOWLES	Management	For	For
1G	ELECTION OF DIRECTOR: DAVID M. LAWRENCE, M.D.	Management	For	For
1H	ELECTION OF DIRECTOR: EDWARD A. MUELLER	Management	For	For
1I	ELECTION OF DIRECTOR: JANE E. SHAW, PH.D.	Management	For	For
02	REAPPROVAL OF THE PERFORMANCE MEASURES FOR	Management	For	For
	PERFORMANCE-BASED AWARDS UNDER THE COMPANY'S
	AMENDED AND RESTATED 2005 STOCK PLAN.
03	REAPPROVAL OF PERFORMANCE MEASURES AVAILABLE	Management	For	For
	FOR PERFORMANCE-BASED AWARDS UNDER 2005
	MANAGEMENT INCENTIVE PLAN.
04	APPOINTMENT OF DELOITTE & TOUCHE LLP AS	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE YEAR ENDING MARCH 31, 2011.
05	STOCKHOLDER PROPOSAL ON SIGNIFICANT EXECUTIVE	Shareholder	Against	For
	STOCK RETENTION FOR TWO YEARS BEYOND
	RETIREMENT.
06	STOCKHOLDER PROPOSAL ON PREPARING A PAY	Shareholder	Against	For
	DIFFERENTIAL REPORT.

ELECTRONIC ARTS INC.
Security	285512109	Meeting Type	Annual
Ticker Symbol	ERTS	Meeting Date	05-Aug-2010
ISIN	US2855121099	Agenda	933304759 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: LEONARD S. COLEMAN	Management	For	For
1B	ELECTION OF DIRECTOR: JEFFREY T. HUBER	Management	For	For
1C	ELECTION OF DIRECTOR: GARY M. KUSIN	Management	For	For
1D	ELECTION OF DIRECTOR: GERALDINE B. LAYBOURNE	Management	For	For
1E	ELECTION OF DIRECTOR: GREGORY B. MAFFEI	Management	For	For
1F	ELECTION OF DIRECTOR: VIVEK PAUL	Management	For	For
1G	ELECTION OF DIRECTOR: LAWRENCE F. PROBST III	Management	For	For
1H	ELECTION OF DIRECTOR: JOHN S. RICCITIELLO	Management	For	For
1I	ELECTION OF DIRECTOR: RICHARD A. SIMONSON	Management	For	For
1J	ELECTION OF DIRECTOR: LINDA J. SRERE	Management	For	For
2	APPROVE AMENDMENTS TO THE 2000 EQUITY INCENTIVE	Management	Against	Against
	PLAN.
3	APPROVE AN AMENDMENT TO THE 2000 EMPLOYEE STOCK	Management	For	For
	PURCHASE PLAN.
4	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS	Management	For	For
	INDEPENDENT AUDITORS FOR FISCAL 2011.

Page 2 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

XILINX, INC.
Security	983919101	Meeting Type	Annual
Ticker Symbol	XLNX	Meeting Date	11-Aug-2010
ISIN	US9839191015	Agenda	933302882 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: PHILIP T. GIANOS	Management	For	For
1B	ELECTION OF DIRECTOR: MOSHE N. GAVRIELOV	Management	For	For
1C	ELECTION OF DIRECTOR: JOHN L. DOYLE	Management	For	For
1D	ELECTION OF DIRECTOR: JERALD G. FISHMAN	Management	For	For
1E	ELECTION OF DIRECTOR: WILLIAM G. HOWARD, JR.	Management	For	For
1F	ELECTION OF DIRECTOR: J. MICHAEL PATTERSON	Management	For	For
1G	ELECTION OF DIRECTOR: ALBERT A. PIMENTEL	Management	For	For
1H	ELECTION OF DIRECTOR: MARSHALL C. TURNER	Management	For	For
1I	ELECTION OF DIRECTOR: ELIZABETH W. VANDERSLICE	Management	For	For
02	PROPOSAL TO APPROVE AN AMENDMENT TO THE	Management	For	For
	COMPANY'S 1990 EMPLOYEE QUALIFIED STOCK PURCHASE
	PLAN TO INCREASE THE NUMBER OF SHARES RESERVED
	FOR ISSUANCE THEREUNDER BY 2,000,000 SHARES.
03	APPROVE AN AMENDMENT TO 2007 EQUITY INCENTIVE	Management	For	For
	PLAN TO INCREASE NUMBER OF SHARES RESERVED FOR
	ISSUANCE BY 4,500,000 SHARES.
04	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &	Management	For	For
	YOUNG LLP AS THE COMPANY'S EXTERNAL AUDITORS FOR
	FISCAL 2011.

SMITH INTERNATIONAL, INC.
Security	832110100	Meeting Type	Annual
Ticker Symbol	SII	Meeting Date	24-Aug-2010
ISIN	US8321101003	Agenda	933314356 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT		Management	For	For
	AND PLAN OF MERGER, DATED AS OF FEBRUARY 21, 2010,
	AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG
	SCHLUMBERGER LIMITED, TURNBERRY MERGER SUB INC.,
	AND SMITH INTERNATIONAL, INC.
02	DIRECTOR		Management
	1	JAMES R. GIBBS		For	For
	2	DUANE C. RADTKE		For	For
	3	JOHN YEARWOOD		For	For
03	TO APPROVE THE SMITH INTERNATIONAL, INC. 1989 LONG-		Management	For	For
	TERM INCENTIVE COMPENSATION PLAN, AS AMENDED AND
	RESTATED.
04	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP		Management	For	For
	AS SMITH'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2010.
05	TO APPROVE THE ADJOURNMENT OF SMITH'S ANNUAL		Management	For	For
	MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
	PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT
	THE MERGER AGREEMENT AT THE TIME OF THE ANNUAL
	MEETING.

MEDTRONIC, INC.
Security	585055106	Meeting Type	Annual
Ticker Symbol	MDT	Meeting Date	25-Aug-2010
ISIN	US5850551061	Agenda	933309139 - Management

Item	Proposal		Type	Vote	For/Against
					Management
1	DIRECTOR		Management
	1	RICHARD H. ANDERSON		For	For
	2	DAVID L. CALHOUN		For	For
	3	VICTOR J. DZAU, M.D.		For	For
	4	WILLIAM A. HAWKINS		For	For
	5	SHIRLEY A. JACKSON, PHD		For	For
	6	JAMES T. LENEHAN		For	For
	7	DENISE M. O'LEARY		For	For
	8	KENDALL J. POWELL		For	For
	9	ROBERT C. POZEN		For	For
	10	JEAN-PIERRE ROSSO		For	For
	11	JACK W. SCHULER		For	For
2	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS MEDTRONIC'S
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Page 3 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

PATTERSON COMPANIES, INC.
Security	703395103	Meeting Type	Annual
Ticker Symbol	PDCO	Meeting Date	13-Sep-2010
ISIN	US7033951036	Agenda	933315601 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	JOHN D. BUCK*		For	For
	2	PETER L. FRECHETTE*		For	For
	3	CHARLES REICH*		For	For
	4	BRIAN S. TYLER*		For	For
	5	SCOTT P. ANDERSON**		For	For
02	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS		Management	For	For
	OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR THE FISCAL YEAR ENDING APRIL 30, 2011.

FEDEX CORPORATION
Security	31428X106	Meeting Type	Annual
Ticker Symbol	FDX	Meeting Date	27-Sep-2010
ISIN	US31428X1063	Agenda	933319419 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: JAMES L. BARKSDALE	Management	For	For
1B	ELECTION OF DIRECTOR: JOHN A. EDWARDSON	Management	For	For
1C	ELECTION OF DIRECTOR: J.R. HYDE, III	Management	For	For
1D	ELECTION OF DIRECTOR: SHIRLEY A. JACKSON	Management	For	For
1E	ELECTION OF DIRECTOR: STEVEN R. LORANGER	Management	For	For
1F	ELECTION OF DIRECTOR: GARY W. LOVEMAN	Management	For	For
1G	ELECTION OF DIRECTOR: SUSAN C. SCHWAB	Management	For	For
1H	ELECTION OF DIRECTOR: FREDERICK W. SMITH	Management	For	For
1I	ELECTION OF DIRECTOR: JOSHUA I. SMITH	Management	For	For
1J	ELECTION OF DIRECTOR: DAVID P. STEINER	Management	For	For
1K	ELECTION OF DIRECTOR: PAUL S. WALSH	Management	For	For
02	ADOPTION OF 2010 OMNIBUS STOCK INCENTIVE PLAN.	Management	For	For
03	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC	Management	For	For
	ACCOUNTING FIRM.
04	STOCKHOLDER PROPOSAL REGARDING INDEPENDENT	Shareholder	Against	For
	BOARD CHAIRMAN.
05	STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER	Shareholder	Against	For
	ACTION BY WRITTEN CONSENT.
06	STOCKHOLDER PROPOSAL REGARDING CEO SUCCESSION	Shareholder	Against	For
	PLANNING.

THE PROCTER & GAMBLE COMPANY
Security	742718109	Meeting Type	Annual
Ticker Symbol	PG	Meeting Date	12-Oct-2010
ISIN	US7427181091	Agenda	933321375 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: ANGELA F. BRALY	Management	For	For
1B	ELECTION OF DIRECTOR: KENNETH I. CHENAULT	Management	For	For
1C	ELECTION OF DIRECTOR: SCOTT D. COOK	Management	For	For
1D	ELECTION OF DIRECTOR: RAJAT K. GUPTA	Management	For	For
1E	ELECTION OF DIRECTOR: ROBERT A. MCDONALD	Management	For	For
1F	ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR.	Management	For	For
1G	ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS	Management	For	For
1H	ELECTION OF DIRECTOR: MARY A. WILDEROTTER	Management	For	For
1I	ELECTION OF DIRECTOR: PATRICIA A. WOERTZ	Management	For	For
1J	ELECTION OF DIRECTOR: ERNESTO ZEDILLO	Management	For	For
02	RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED	Management	For	For
	PUBLIC ACCOUNTING FIRM
03	SHAREHOLDER PROPOSAL - CUMULATIVE VOTING	Shareholder	For	Against

Page 4 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

CINTAS CORPORATION
Security	172908105	Meeting Type	Annual
Ticker Symbol	CTAS	Meeting Date	26-Oct-2010
ISIN	US1729081059	Agenda	933328242 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: GERALD S. ADOLPH	Management	Against	Against
1B	ELECTION OF DIRECTOR: RICHARD T. FARMER	Management	Against	Against
1C	ELECTION OF DIRECTOR: SCOTT D. FARMER	Management	Against	Against
1D	ELECTION OF DIRECTOR: JAMES J. JOHNSON	Management	Against	Against
1E	ELECTION OF DIRECTOR: ROBERT J. KOHLHEPP	Management	Against	Against
1F	ELECTION OF DIRECTOR: DAVID C. PHILLIPS	Management	Against	Against
1G	ELECTION OF DIRECTOR: JOSEPH SCAMINACE	Management	Against	Against
1H	ELECTION OF DIRECTOR: RONALD W. TYSOE	Management	Against	Against
02	TO RATIFY ERNST & YOUNG LLP AS OUR INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
	2011.

LINEAR TECHNOLOGY CORPORATION
Security	535678106	Meeting Type	Annual
Ticker Symbol	LLTC	Meeting Date	03-Nov-2010
ISIN	US5356781063	Agenda	933329662 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	ROBERT H. SWANSON, JR.		For	For
	2	LOTHAR MAIER		For	For
	3	ARTHUR C. AGNOS		For	For
	4	JOHN J. GORDON		For	For
	5	DAVID S. LEE		For	For
	6	RICHARD M. MOLEY		For	For
	7	THOMAS S. VOLPE		For	For
02	TO APPROVE THE COMPANY'S 2010 EQUITY INCENTIVE		Management	For	For
	PLAN.
03	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS		Management	For	For
	THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
	JULY 3, 2011.

MAXIM INTEGRATED PRODUCTS, INC.
Security	57772K101	Meeting Type	Annual
Ticker Symbol	MXIM	Meeting Date	09-Nov-2010
ISIN	US57772K1016	Agenda	933332291 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	TUNC DOLUCA		For	For
	2	B. KIPLING HAGOPIAN		For	For
	3	JAMES R. BERGMAN		For	For
	4	JOSEPH R. BRONSON		For	For
	5	ROBERT E. GRADY		For	For
	6	WILLIAM D. WATKINS		For	For
	7	A.R. FRANK WAZZAN		For	For
02	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP		Management	For	For
	AS MAXIM'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE
	25, 2011.
03	TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM'S		Management	For	For
	2008 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE
	THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE
	THEREUNDER BY 2,000,000 SHARES.
04	TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM'S		Management	For	For
	AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN TO
	INCREASE THE NUMBER OF SHARES AVAILABLE FOR
	ISSUANCE THEREUNDER BY 7,000,000 SHARES.

Page 5 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

RESMED INC.
Security	761152107	Meeting Type	Annual
Ticker Symbol	RMD	Meeting Date	11-Nov-2010
ISIN	US7611521078	Agenda	933333356 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: KIERAN GALLAHUE	Management	For	For
1B	ELECTION OF DIRECTOR: MICHAEL QUINN	Management	For	For
1C	ELECTION OF DIRECTOR: RICHARD SULPIZIO	Management	For	For
02	TO APPROVE AN INCREASE IN THE MAXIMUM AGGREGATE	Management	For	For
	LIMIT OF DIRECTORS' FEES WE MAY PAY IN ANY FISCAL
	YEAR TO ALL NON-EXECUTIVE DIRECTORS, AS A GROUP,
	FROM THE CURRENT LIMIT OF $400,000 TO A MAXIMUM
	AGGREGATE AMOUNT NOT TO EXCEED $800,000 DURING
	ANY FISCAL YEAR.
03	TO AMEND THE CERTIFICATE OF INCORPORATION TO	Management	For	For
	INCREASE THE NUMBER OF AUTHORIZED SHARES OF
	RESMED'S COMMON STOCK FROM 200,000,000 TO
	350,000,000 SHARES.
04	RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR	Management	For	For
	INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
	JUNE 30, 2011.

SYSCO CORPORATION
Security	871829107	Meeting Type	Annual
Ticker Symbol	SYY	Meeting Date	12-Nov-2010
ISIN	US8718291078	Agenda	933330398 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: JOHN M. CASSADAY	Management	For	For
1B	ELECTION OF DIRECTOR: MANUEL A. FERNANDEZ	Management	For	For
1C	ELECTION OF DIRECTOR: HANS-JOACHIM KOERBER	Management	For	For
1D	ELECTION OF DIRECTOR: JACKIE M. WARD	Management	For	For
02	TO APPROVE AN AMENDMENT TO THE SYSCO	Management	For	For
	CORPORATION 1974 EMPLOYEES' STOCK PURCHASE PLAN
	TO RESERVE 5,000,000 ADDITIONAL SHARES OF SYSCO
	CORPORATION COMMON STOCK FOR ISSUANCE UNDER
	THE PLAN.
03	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS	Management	For	For
	SYSCO'S INDEPENDENT ACCOUNTANTS FOR FISCAL 2011.

MICROSOFT CORPORATION
Security	594918104	Meeting Type	Annual
Ticker Symbol	MSFT	Meeting Date	16-Nov-2010
ISIN	US5949181045	Agenda	933331011 - Management

Item	Proposal	Type	Vote	For/Against
				Management
01	ELECTION OF DIRECTOR: STEVEN A. BALLMER	Management	Against	Against
02	ELECTION OF DIRECTOR: DINA DUBLON	Management	Against	Against
03	ELECTION OF DIRECTOR: WILLIAM H. GATES III	Management	Against	Against
04	ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN	Management	Against	Against
05	ELECTION OF DIRECTOR: REED HASTINGS	Management	Against	Against
06	ELECTION OF DIRECTOR: MARIA M. KLAWE	Management	Against	Against
07	ELECTION OF DIRECTOR: DAVID F. MARQUARDT	Management	Against	Against
08	ELECTION OF DIRECTOR: CHARLES H. NOSKI	Management	Against	Against
09	ELECTION OF DIRECTOR: HELMUT PANKE	Management	Against	Against
10	RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE	Management	For	For
	LLP AS THE COMPANY'S INDEPENDENT AUDITOR
11	SHAREHOLDER PROPOSAL - ESTABLISHMENT OF BOARD	Shareholder	Against	For
	COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY

Page 6 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

CISCO SYSTEMS, INC.
Security	17275R102	Meeting Type	Annual
Ticker Symbol	CSCO	Meeting Date	18-Nov-2010
ISIN	US17275R1023	Agenda	933332265 - Management

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: ARUN SARIN	Management	For	For
1L	ELECTION OF DIRECTOR: STEVEN M. WEST	Management	For	For
1M	ELECTION OF DIRECTOR: JERRY YANG	Management	For	For
02	TO APPROVE A NON-BINDING ADVISORY RESOLUTION	Management	Against	Against
	REGARDING EXECUTIVE COMPENSATION.
03	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS CISCO'S
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE FISCAL YEAR ENDING JULY 30, 2011.
04	PROPOSAL SUBMITTED BY A SHAREHOLDER TO AMEND	Shareholder	Against	For
	CISCO'S BYLAWS TO ESTABLISH A BOARD COMMITTEE ON
	ENVIRONMENTAL SUSTAINABILITY.
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.
06	PROPOSAL SUBMITTED BY A SHAREHOLDER REQUESTING	Shareholder	Against	For
	THAT CISCO ADOPT AND IMPLEMENT A POLICY
	RESTRICTING CERTAIN SALES IN CHINA, ADOPT A
	RELATED OVERSIGHT AND COMPLIANCE SYSTEM WITH
	RESPECT TO HUMAN RIGHTS IMPACTS AND PROVIDE
	PUBLIC DISCLOSURE OF CISCO'S SALES TO CHINA AND
	CERTAIN OTHER GOVERNMENTS, AS SET FORTH IN THE
	ACCOMPANYING PROXY STATEMENT.

JDS UNIPHASE CORPORATION
Security	46612J507	Meeting Type	Annual
Ticker Symbol	JDSU	Meeting Date	30-Nov-2010
ISIN	US46612J5074	Agenda	933336833 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	MARTIN A. KAPLAN		For	For
	2	KEVIN J. KENNEDY		For	For
02	TO APPROVE AN AMENDMENT TO OUR AMENDED AND		Management	Against	Against
	RESTATED 2003 EQUITY INCENTIVE PLAN.
03	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR JDS
	UNIPHASE CORPORATION FOR THE FISCAL YEAR ENDING
	JUNE 30, 2011.

Page 7 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

LIONS GATE ENTERTAINMENT CORP.
Security	535919203	Meeting Type	Contested-Annual
Ticker Symbol	LGF	Meeting Date	14-Dec-2010
ISIN	CA5359192039	Agenda	933357318 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	NORMAN BACAL		For	For
	2	MICHAEL BURNS		For	For
	3	ARTHUR EVRENSEL		For	For
	4	JON FELTHEIMER		For	For
	5	FRANK GIUSTRA		For	For
	6	MORLEY KOFFMAN		For	For
	7	HARALD LUDWIG		For	For
	8	G. SCOTT PATERSON		For	For
	9	MARK H. RACHESKY, M.D.		For	For
	10	DARYL SIMM		For	For
	11	HARDWICK SIMMONS		For	For
	12	PHYLLIS YAFFE		For	For
02	PROPOSAL TO REAPPOINT ERNST & YOUNG LLP AS THE		Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE COMPANY.
03	IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO		Management	For	For
	VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
	COME BEFORE THE MEETING.

WALGREEN CO.
Security	931422109	Meeting Type	Annual
Ticker Symbol	WAG	Meeting Date	12-Jan-2011
ISIN	US9314221097	Agenda	933353447 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: DAVID J. BRAILER	Management	For	For
1B	ELECTION OF DIRECTOR: STEVEN A. DAVIS	Management	For	For
1C	ELECTION OF DIRECTOR: WILLIAM C. FOOTE	Management	For	For
1D	ELECTION OF DIRECTOR: MARK P. FRISSORA	Management	For	For
1E	ELECTION OF DIRECTOR: GINGER L. GRAHAM	Management	For	For
1F	ELECTION OF DIRECTOR: ALAN G. MCNALLY	Management	For	For
1G	ELECTION OF DIRECTOR: NANCY M. SCHLICHTING	Management	For	For
1H	ELECTION OF DIRECTOR: DAVID Y. SCHWARTZ	Management	For	For
1I	ELECTION OF DIRECTOR: ALEJANDRO SILVA	Management	For	For
1J	ELECTION OF DIRECTOR: JAMES A. SKINNER	Management	For	For
1K	ELECTION OF DIRECTOR: GREGORY D. WASSON	Management	For	For
02	RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS	Management	For	For
	WALGREEN CO.'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.
03	AMEND THE WALGREEN CO. ARTICLES OF	Management	For	For
	INCORPORATION TO REVISE THE PURPOSE CLAUSE.
04	AMEND THE WALGREEN CO. ARTICLES OF	Management	For	For
	INCORPORATION TO ELIMINATE CERTAIN SUPERMAJORITY
	VOTE REQUIREMENTS.
05	AMEND THE WALGREEN CO. ARTICLES OF	Management	For	For
	INCORPORATION TO ELIMINATE THE "FAIR PRICE"
	CHARTER PROVISION APPLICABLE TO CERTAIN BUSINESS
	COMBINATIONS.
06	SHAREHOLDER PROPOSAL ON A POLICY TO CHANGE THE	Shareholder	Against	For
	VOTE REQUIRED FOR SHAREHOLDERS TO CALL SPECIAL
	SHAREHOLDER MEETINGS.
07	SHAREHOLDER PROPOSAL ON A POLICY THAT A	Shareholder	Against	For
	SIGNIFICANT PORTION OF FUTURE STOCK OPTION
	GRANTS TO SENIOR EXECUTIVES SHOULD BE
	PERFORMANCE-BASED.

Page 8 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

VISA INC.
Security	92826C839	Meeting Type	Annual
Ticker Symbol	V	Meeting Date	27-Jan-2011
ISIN	US92826C8394	Agenda	933358980 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	TO AMEND THE COMPANY'S CERTIFICATE OF		Management	For	For
	INCORPORATION TO DECLASSIFY THE BOARD OF
	DIRECTORS.
02	TO AMEND THE COMPANY'S CERTIFICATE OF		Management	For	For
	INCORPORATION TO IMPLEMENT A MAJORITY VOTE
	STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORS.
3 4	DIRECTOR		Management
	1	GARY P. COUGHLAN		For	For
	2	MARY B. CRANSTON		For	For
	3	F.J. FERNANDEZ-CARBAJAL		For	For
	4	ROBERT W. MATSCHULLAT		For	For
	5	CATHY E. MINEHAN		For	For
	6	SUZANNE NORA JOHNSON		For	For
	7	DAVID J. PANG		For	For
	8	JOSEPH W. SAUNDERS		For	For
	9	WILLIAM S. SHANAHAN		For	For
	10	JOHN A. SWAINSON		For	For
	11	SUZANNE NORA JOHNSON		For	For
	12	JOSEPH W. SAUNDERS		For	For
	13	JOHN A. SWAINSON		For	For
05	AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	For	For
06	AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN		Management	1 Year	For
	ADVISORY VOTE ON EXECUTIVE COMPENSATION.
07	TO APPROVE THE VISA INC. INCENTIVE PLAN, AS AMENDED		Management	For	For
	AND RESTATED.
08	TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE		Management	For	For
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR FISCAL YEAR 2011.

NOVARTIS AG
Security	66987V109	Meeting Type	Annual
Ticker Symbol	NVS	Meeting Date	22-Feb-2011
ISIN	US66987V1098	Agenda	933370784 - Management

Item	Proposal	Type	Vote	For/Against
				Management
01	APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL	Management	For	For
	STATEMENTS OF NOVARTIS AG AND THE GROUP
	CONSOLIDATED FINANCIAL STATEMENTS FOR THE
	BUSINESS YEAR 2010
02	DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE	Management	For	For
	BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE
03	APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS	Management	For	For
	AG AS PER BALANCE SHEET AND DECLARATION OF
	DIVIDEND
04	CONSULTATIVE VOTE ON THE COMPENSATION SYSTEM	Management	For	For
5B1	RE-ELECTION OF ANN FUDGE FOR A THREE-YEAR TERM TO	Management	Against	Against
	THE BOARD OF DIRECTORS
5B2	RE-ELECTION OF PIERRE LANDOLT FOR A THREE-YEAR	Management	Against	Against
	TERM TO THE BOARD OF DIRECTORS
5B3	RE-ELECTION OF ULRICH LEHNER, PH.D. FOR A THREE-	Management	Against	Against
	YEAR TERM TO THE BOARD OF DIRECTORS
5C	ELECTION OF NEW MEMBER THE BOARD OF DIRECTORS	Management	Against	Against
	PROPOSES TO VOTE FOR THE ELECTION OF ENRICO
	VANNI, PH.D., FOR A THREE YEAR TERM
06	APPOINTMENT OF THE AUDITOR	Management	For	For
07	ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED	Management	For	For
	AT THE MEETING

  

Page 9 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

HELMERICH & PAYNE, INC.
Security	423452101	Meeting Type	Annual
Ticker Symbol	HP	Meeting Date	02-Mar-2011
ISIN	US4234521015	Agenda	933368537 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	JOHN D. ZEGLIS		For	For
	2	WILLIAM L. ARMSTRONG		For	For
02	RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS FOR		Management	For	For
	2011.
03	APPROVAL OF THE HELMERICH & PAYNE, INC. 2010 LONG-		Management	For	For
	TERM INCENTIVE PLAN.
04	ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	For	For
05	ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY		Management	1 Year	Against
	VOTE ON EXECUTIVE COMPENSATION.
06	STOCKHOLDER PROPOSAL TO ELIMINATE CLASSIFICATION		Shareholder	For	Against
	OF THE TERMS OF THE COMPANY'S BOARD OF DIRECTORS
	TO REQUIRE THAT ALL DIRECTORS STAND FOR ELECTION
	ANNUALLY.

QUALCOMM, INCORPORATED
Security	747525103	Meeting Type	Annual
Ticker Symbol	QCOM	Meeting Date	08-Mar-2011
ISIN	US7475251036	Agenda	933365947 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	BARBARA T. ALEXANDER		For	For
	2	STEPHEN M. BENNETT		For	For
	3	DONALD G. CRUICKSHANK		For	For
	4	RAYMOND V. DITTAMORE		For	For
	5	THOMAS W. HORTON		For	For
	6	IRWIN MARK JACOBS		For	For
	7	PAUL E. JACOBS		For	For
	8	ROBERT E. KAHN		For	For
	9	SHERRY LANSING		For	For
	10	DUANE A. NELLES		For	For
	11	FRANCISCO ROS		For	For
	12	BRENT SCOWCROFT		For	For
	13	MARC I. STERN		For	For
02	TO APPROVE THE 2006 LONG-TERM INCENTIVE PLAN, AS		Management	Against	Against
	AMENDED, WHICH INCLUDES AN INCREASE IN THE SHARE
	RESERVE BY 65,000,000 SHARES.
03	TO APPROVE AN AMENDMENT TO THE 2001 EMPLOYEE		Management	For	For
	STOCK PURCHASE PLAN TO INCREASE THE SHARE
	RESERVE BY 22,000,000 SHARES.
04	TO RATIFY THE SELECTION OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
	PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR ENDING
	SEPTEMBER 25, 2011.
05	TO HOLD AN ADVISORY VOTE ON EXECUTIVE		Management	Against	Against
	COMPENSATION.
06	TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF		Management	1 Year	Against
	FUTURE ADVISORY VOTES ON EXECUTIVE
	COMPENSATION.
07	TO ACT ON A STOCKHOLDER PROPOSAL, IF PROPERLY		Shareholder	Against	For
	PRESENTED AT THE ANNUAL MEETING.

Page 10 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

THE WALT DISNEY COMPANY
Security	254687106	Meeting Type	Annual
Ticker Symbol	DIS	Meeting Date	23-Mar-2011
ISIN	US2546871060	Agenda	933369440 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: SUSAN E. ARNOLD	Management	For	For
1B	ELECTION OF DIRECTOR: JOHN E. BRYSON	Management	For	For
1C	ELECTION OF DIRECTOR: JOHN S. CHEN	Management	For	For
1D	ELECTION OF DIRECTOR: JUDITH L. ESTRIN	Management	For	For
1E	ELECTION OF DIRECTOR: ROBERT A. IGER	Management	For	For
1F	ELECTION OF DIRECTOR: STEVEN P. JOBS	Management	For	For
1G	ELECTION OF DIRECTOR: FRED H. LANGHAMMER	Management	For	For
1H	ELECTION OF DIRECTOR: AYLWIN B. LEWIS	Management	For	For
1I	ELECTION OF DIRECTOR: MONICA C. LOZANO	Management	For	For
1J	ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT	Management	For	For
1K	ELECTION OF DIRECTOR: JOHN E. PEPPER, JR.	Management	For	For
1L	ELECTION OF DIRECTOR: SHERYL K. SANDBERG	Management	For	For
1M	ELECTION OF DIRECTOR: ORIN C. SMITH	Management	For	For
02	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
	REGISTERED PUBLIC ACCOUNTANTS FOR 2011.
03	TO APPROVE THE 2011 STOCK INCENTIVE PLAN.	Management	For	For
04	TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE	Management	Against	Against
	COMPENSATION.
05	TO APPROVE HOLDING AN ADVISORY VOTE ON EXECUTIVE	Management	1 Year	For
	COMPENSATION EVERY ONE, TWO OR THREE YEARS, AS
	INDICATED.
06	TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO	Shareholder	Against	For
	PERFORMANCE TESTS FOR RESTRICTED STOCK UNITS.

HEWLETT-PACKARD COMPANY
Security	428236103	Meeting Type	Annual
Ticker Symbol	HPQ	Meeting Date	23-Mar-2011
ISIN	US4282361033	Agenda	933369820 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: M.L. ANDREESSEN	Management	For	For
1B	ELECTION OF DIRECTOR: L. APOTHEKER	Management	For	For
1C	ELECTION OF DIRECTOR: L.T. BABBIO, JR.	Management	For	For
1D	ELECTION OF DIRECTOR: S.M. BALDAUF	Management	For	For
1E	ELECTION OF DIRECTOR: S. BANERJI	Management	For	For
1F	ELECTION OF DIRECTOR: R.L. GUPTA	Management	For	For
1G	ELECTION OF DIRECTOR: J.H. HAMMERGREN	Management	For	For
1H	ELECTION OF DIRECTOR: R.J. LANE	Management	For	For
1I	ELECTION OF DIRECTOR: G.M. REINER	Management	For	For
1J	ELECTION OF DIRECTOR: P.F. RUSSO	Management	For	For
1K	ELECTION OF DIRECTOR: D. SENEQUIER	Management	For	For
1L	ELECTION OF DIRECTOR: G.K. THOMPSON	Management	For	For
1M	ELECTION OF DIRECTOR: M.C. WHITMAN	Management	For	For
02	RATIFICATION OF THE APPOINTMENT OF THE	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE FISCAL YEAR ENDING OCTOBER 31, 2011.
03	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Management	For	For
04	ADVISORY VOTE ON THE FREQUENCY OF HOLDING	Management	1 Year	For
	FUTURE ADVISORY VOTES ON EXECUTIVE
	COMPENSATION.
05	APPROVAL OF THE HEWLETT-PACKARD COMPANY 2011	Management	For	For
	EMPLOYEE STOCK PURCHASE PLAN.
06	APPROVAL OF AN AMENDMENT TO THE HEWLETT-	Management	For	For
	PACKARD COMPANY 2005 PAY-FOR-RESULTS PLAN TO
	EXTEND THE TERM OF THE PLAN.

Page 11 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)
Security	806857108	Meeting Type	Annual
Ticker Symbol	SLB	Meeting Date	06-Apr-2011
ISIN	AN8068571086	Agenda	933377106 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: P. CAMUS	Management	For	For
1B	ELECTION OF DIRECTOR: P. CURRIE	Management	For	For
1C	ELECTION OF DIRECTOR: A. GOULD	Management	For	For
1D	ELECTION OF DIRECTOR: T. ISAAC	Management	For	For
1E	ELECTION OF DIRECTOR: K.V. KAMATH	Management	For	For
1F	ELECTION OF DIRECTOR: N. KUDRYAVTSEV	Management	For	For
1G	ELECTION OF DIRECTOR: A. LAJOUS	Management	For	For
1H	ELECTION OF DIRECTOR: M.E. MARKS	Management	For	For
1I	ELECTION OF DIRECTOR: E. MOLER	Management	For	For
1J	ELECTION OF DIRECTOR: L.R. REIF	Management	For	For
1K	ELECTION OF DIRECTOR: T.I. SANDVOLD	Management	For	For
1L	ELECTION OF DIRECTOR: H. SEYDOUX	Management	For	For
1M	ELECTION OF DIRECTOR: P. KIBSGAARD	Management	For	For
1N	ELECTION OF DIRECTOR: L.S. OLAYAN	Management	For	For
02	TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE	Management	For	For
	COMPENSATION.
03	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	Against
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.
04	TO APPROVE THE AMENDMENT TO THE COMPANY'S	Management	For	For
	ARTICLES OF INCORPORATION TO INCREASE THE
	AUTHORIZED COMMON SHARE CAPITAL.
05	TO APPROVE THE AMENDMENTS TO THE COMPANY'S	Management	For	For
	ARTICLES OF INCORPORATION TO CLARIFY THE VOTING
	STANDARD IN CONTESTED DIRECTOR ELECTIONS AND TO
	MAKE CERTAIN OTHER CHANGES.
06	TO APPROVE THE COMPANY'S FINANCIAL STATEMENTS	Management	For	For
	AND DECLARATION OF DIVIDENDS.
07	TO APPROVE THE APPOINTMENT OF THE INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM.

DISCOVER FINANCIAL SERVICES
Security	254709108	Meeting Type	Annual
Ticker Symbol	DFS	Meeting Date	07-Apr-2011
ISIN	US2547091080	Agenda	933374984 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: JEFFREY S. ARONIN	Management	For	For
1B	ELECTION OF DIRECTOR: MARY K. BUSH	Management	For	For
1C	ELECTION OF DIRECTOR: GREGORY C. CASE	Management	For	For
1D	ELECTION OF DIRECTOR: ROBERT M. DEVLIN	Management	For	For
1E	ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN	Management	For	For
1F	ELECTION OF DIRECTOR: RICHARD H. LENNY	Management	For	For
1G	ELECTION OF DIRECTOR: THOMAS G. MAHERAS	Management	For	For
1H	ELECTION OF DIRECTOR: MICHAEL H. MOSKOW	Management	For	For
1I	ELECTION OF DIRECTOR: DAVID W. NELMS	Management	For	For
1J	ELECTION OF DIRECTOR: E. FOLLIN SMITH	Management	For	For
1K	ELECTION OF DIRECTOR: LAWRENCE A.WEINBACH	Management	For	For
02	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	Against	Against
	OFFICER COMPENSATION.
03	ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE TO	Management	1 Year	Against
	APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.
04	APPROVAL OF AN AMENDMENT TO THE DISCOVER	Management	For	For
	FINANCIAL SERVICES DIRECTORS' COMPENSATION PLAN.
05	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP	Management	For	For
	AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.

Page 12 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

NOVARTIS AG
Security	66987V109	Meeting Type	Special
Ticker Symbol	NVS	Meeting Date	08-Apr-2011
ISIN	US66987V1098	Agenda	933380898 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	THE BOARD OF DIRECTORS PROPOSES THE APPROVAL OF	Management	For	For
	THE MERGER AGREEMENT BETWEEN ALCON, INC.
	("ALCON") AND NOVARTIS AG ("NOVARTIS") DATED
	DECEMBER 14, 2010.
1B	THE BOARD OF DIRECTORS PROPOSES THE CREATION OF	Management	For	For
	AUTHORISED CAPITAL THROUGH THE ISSUANCE OF UP TO
	108 MILLION NEW SHARES FOR THE PURPOSE OF
	COMPLETING THE MERGER OF ALCON INTO NOVARTIS BY
	MEANS OF INTRODUCING A NEW ARTICLE 4A OF THE
	ARTICLES OF INCORPORATION.
02	FOR ADDITIONAL AND/OR COUNTER-PROPOSALS	Management	For	For
	PRESENTED AT THE MEETING, I/WE INSTRUCT TO VOTE
	ACCORDING TO THE PROPOSAL OF THE BOARD OF
	DIRECTORS.

T. ROWE PRICE GROUP, INC.
Security	74144T108	Meeting Type	Annual
Ticker Symbol	TROW	Meeting Date	14-Apr-2011
ISIN	US74144T1088	Agenda	933376609 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: EDWARD C. BERNARD	Management	For	For
1B	ELECTION OF DIRECTOR: JAMES T. BRADY	Management	For	For
1C	ELECTION OF DIRECTOR: J. ALFRED BROADDUS, JR.	Management	For	For
1D	ELECTION OF DIRECTOR: DONALD B. HEBB, JR.	Management	For	For
1E	ELECTION OF DIRECTOR: JAMES A.C. KENNEDY	Management	For	For
1F	ELECTION OF DIRECTOR: ROBERT F. MACLELLAN	Management	For	For
1G	ELECTION OF DIRECTOR: BRIAN C. ROGERS	Management	For	For
1H	ELECTION OF DIRECTOR: DR. ALFRED SOMMER	Management	For	For
1I	ELECTION OF DIRECTOR: DWIGHT S. TAYLOR	Management	For	For
1J	ELECTION OF DIRECTOR: ANNE MARIE WHITTEMORE	Management	For	For
02	TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE	Management	For	For
	COMPENSATION PAID BY THE COMPANY TO ITS NAMED
	EXECUTIVE OFFICERS.
03	RECOMMEND, BY NON-BINDING ADVISORY VOTE,	Management	1 Year	For
	FREQUENCY OF VOTING BY HOLDERS ON COMPENSATION
	PAID BY COMPANY TO EXECUTIVE OFFICERS.
04	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS	Management	For	For
	OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2011.

FIRST HORIZON NATIONAL CORPORATION
Security	320517105	Meeting Type	Annual
Ticker Symbol	FHN	Meeting Date	19-Apr-2011
ISIN	US3205171057	Agenda	933382056 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: ROBERT B. CARTER	Management	For	For
1B	ELECTION OF DIRECTOR: JOHN C. COMPTON	Management	For	For
1C	ELECTION OF DIRECTOR: MARK A. EMKES	Management	For	For
1D	ELECTION OF DIRECTOR: VICKY B. GREGG	Management	For	For
1E	ELECTION OF DIRECTOR: JAMES A. HASLAM, III	Management	For	For
1F	ELECTION OF DIRECTOR: D. BRYAN JORDAN	Management	For	For
1G	ELECTION OF DIRECTOR: R. BRAD MARTIN	Management	For	For
1H	ELECTION OF DIRECTOR: VICKI R. PALMER	Management	For	For
1I	ELECTION OF DIRECTOR: COLIN V. REED	Management	For	For
1J	ELECTION OF DIRECTOR: MICHAEL D. ROSE	Management	For	For
1K	ELECTION OF DIRECTOR: WILLIAM B. SANSOM	Management	For	For
1L	ELECTION OF DIRECTOR: LUKE YANCY III	Management	For	For
02	APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE	Management	For	For
	COMPENSATION
03	DETERMINATION OF THE FREQUENCY AT WHICH A VOTE	Management	1 Year	For
	ON EXECUTIVE COMPENSATION SHALL BE HELD AT THE
	ANNUAL MEETING OF SHAREHOLDERS
04	RATIFICATION OF APPOINTMENT OF KPMG LLP AS	Management	For	For
	AUDITORS

Page 13 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

NORTHERN TRUST CORPORATION
Security	665859104	Meeting Type	Annual
Ticker Symbol	NTRS	Meeting Date	19-Apr-2011
ISIN	US6658591044	Agenda	933383197 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	LINDA WALKER BYNOE		For	For
	2	NICHOLAS D. CHABRAJA		For	For
	3	SUSAN CROWN		For	For
	4	DIPAK C. JAIN		For	For
	5	ROBERT W. LANE		For	For
	6	ROBERT C. MCCORMACK		For	For
	7	EDWARD J. MOONEY		For	For
	8	JOHN W. ROWE		For	For
	9	MARTIN P. SLARK		For	For
	10	DAVID H.B. SMITH, JR.		For	For
	11	ENRIQUE J. SOSA		For	For
	12	CHARLES A. TRIBBETT III		For	For
	13	FREDERICK H. WADDELL		For	For
02	ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	For	For
03	ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY		Management	1 Year	For
	VOTE ON EXECUTIVE COMPENSATION.
04	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE		Management	For	For
	CORPORATION'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2011.

ADOBE SYSTEMS INCORPORATED
Security	00724F101	Meeting Type	Annual
Ticker Symbol	ADBE	Meeting Date	21-Apr-2011
ISIN	US00724F1012	Agenda	933378918 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF CLASS II DIRECTOR: ROBERT K. BURGESS	Management	For	For
1B	ELECTION OF CLASS II DIRECTOR: DANIEL ROSENSWEIG	Management	For	For
1C	ELECTION OF CLASS II DIRECTOR: ROBERT SEDGEWICK	Management	For	For
1D	ELECTION OF CLASS II DIRECTOR: JOHN E. WARNOCK	Management	For	For
02	APPROVAL OF THE AMENDMENT OF THE 1997 EMPLOYEE	Management	For	For
	STOCK PURCHASE PLAN TO INCREASE THE SHARE
	RESERVE BY 17 MILLION SHARES.
03	APPROVAL OF THE ADOPTION OF THE 2011 EXECUTIVE	Management	For	For
	CASH PERFORMANCE BONUS PLAN.
04	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE	Management	For	For
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING ON
	DECEMBER 2, 2011.
05	APPROVAL OF THE CERTIFICATE OF AMENDMENT TO THE	Management	For	For
	RESTATED CERTIFICATE OF INCORPORATION TO
	ELIMINATE OUR CLASSIFIED BOARD STRUCTURE.
06	ADVISORY VOTE TO APPROVE THE RESOLUTION ON THE	Management	For	For
	COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
07	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES TO APPROVE A RESOLUTION ON THE
	COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

Page 14 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

HANESBRANDS INC.
Security	410345102	Meeting Type	Annual
Ticker Symbol	HBI	Meeting Date	26-Apr-2011
ISIN	US4103451021	Agenda	933381244 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	LEE A. CHADEN		For	For
	2	BOBBY J. GRIFFIN		For	For
	3	JAMES C. JOHNSON		For	For
	4	JESSICA T. MATHEWS		For	For
	5	J. PATRICK MULCAHY		For	For
	6	RONALD L. NELSON		For	For
	7	RICHARD A. NOLL		For	For
	8	ANDREW J. SCHINDLER		For	For
	9	ANN E. ZIEGLER		For	For
02	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS HANESBRANDS'
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR HANESBRANDS' 2011 FISCAL YEAR
03	TO APPROVE, BY A NON-BINDING ADVISORY VOTE,		Management	For	For
	EXECUTIVE COMPENSATION AS DESCRIBED IN THE PROXY
	STATEMENT FOR THE ANNUAL MEETING
04	TO RECOMMEND, BY A NON-BINDING ADVISORY VOTE, THE		Management	1 Year	For
	FREQUENCY OF FUTURE ADVISORY VOTES REGARDING
	EXECUTIVE COMPENSATION

THE PNC FINANCIAL SERVICES GROUP, INC.
Security	693475105	Meeting Type	Annual
Ticker Symbol	PNC	Meeting Date	26-Apr-2011
ISIN	US6934751057	Agenda	933382866 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: RICHARD O. BERNDT	Management	For	For
1B	ELECTION OF DIRECTOR: CHARLES E. BUNCH	Management	For	For
1C	ELECTION OF DIRECTOR: PAUL W. CHELLGREN	Management	For	For
1D	ELECTION OF DIRECTOR: KAY COLES JAMES	Management	For	For
1E	ELECTION OF DIRECTOR: RICHARD B. KELSON	Management	For	For
1F	ELECTION OF DIRECTOR: BRUCE C. LINDSAY	Management	For	For
1G	ELECTION OF DIRECTOR: ANTHONY A. MASSARO	Management	For	For
1H	ELECTION OF DIRECTOR: JANE G. PEPPER	Management	For	For
1I	ELECTION OF DIRECTOR: JAMES E. ROHR	Management	For	For
1J	ELECTION OF DIRECTOR: DONALD J. SHEPARD	Management	For	For
1K	ELECTION OF DIRECTOR: LORENE K. STEFFES	Management	For	For
1L	ELECTION OF DIRECTOR: DENNIS F. STRIGL	Management	For	For
1M	ELECTION OF DIRECTOR: THOMAS J. USHER	Management	For	For
1N	ELECTION OF DIRECTOR: GEORGE H. WALLS, JR.	Management	For	For
1O	ELECTION OF DIRECTOR: HELGE H. WEHMEIER	Management	For	For
02	RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS PNC'S
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR 2011.
03	APPROVAL OF 2006 INCENTIVE AWARD PLAN TERMS.	Management	For	For
04	APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE	Management	For	For
	COMPENSATION.
05	RECOMMENDATION FOR THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.

Page 15 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

ASSOCIATED BANC-CORP
Security	045487105	Meeting Type	Annual
Ticker Symbol	ASBC	Meeting Date	26-Apr-2011
ISIN	US0454871056	Agenda	933384163 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	JOHN F. BERGSTROM		For	For
	2	RUTH M. CROWLEY		For	For
	3	PHILIP B. FLYNN		For	For
	4	RONALD R. HARDER		For	For
	5	WILLIAM R. HUTCHINSON		For	For
	6	ROBERT A. JEFFE		For	For
	7	EILEEN A. KAMERICK		For	For
	8	RICHARD T. LOMMEN		For	For
	9	J. DOUGLAS QUICK		For	For
	10	JOHN C. SERAMUR		For	For
	11	KAREN T. VAN LITH		For	For
02	THE APPROVAL OF AN ADVISORY (NON-BINDING)		Management	For	For
	PROPOSAL ON EXECUTIVE COMPENSATION.
03	THE RATIFICATION OF THE SELECTION OF KPMG LLP AS		Management	For	For
	THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR ASSOCIATED BANC-CORP FOR THE YEAR
	ENDING DECEMBER 31, 2011.

W.W. GRAINGER, INC.
Security	384802104	Meeting Type	Annual
Ticker Symbol	GWW	Meeting Date	27-Apr-2011
ISIN	US3848021040	Agenda	933386193 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	BRIAN P. ANDERSON		For	For
	2	WILBUR H. GANTZ		For	For
	3	V. ANN HAILEY		For	For
	4	WILLIAM K. HALL		For	For
	5	STUART L. LEVENICK		For	For
	6	JOHN W. MCCARTER, JR.		For	For
	7	NEIL S. NOVICH		For	For
	8	MICHAEL J. ROBERTS		For	For
	9	GARY L. ROGERS		For	For
	10	JAMES T. RYAN		For	For
	11	E. SCOTT SANTI		For	For
	12	JAMES D. SLAVIK		For	For
02	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &		Management	For	For
	YOUNG LLP AS INDEPENDENT AUDITOR FOR THE YEAR
	ENDING DECEMBER 31, 2011.
03	SAY ON PAY: ADVISORY PROPOSAL TO APPROVE		Management	For	For
	COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
	OFFICERS.
04	SAY WHEN ON PAY: ADVISORY PROPOSAL TO SELECT THE		Management	1 Year	For
	FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION
	OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

Page 16 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

GENERAL ELECTRIC COMPANY
Security	369604103	Meeting Type	Annual
Ticker Symbol	GE	Meeting Date	27-Apr-2011
ISIN	US3696041033	Agenda	933387664 - Management

Item	Proposal	Type	Vote	For/Against
				Management
A1	ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE	Management	For	For
A2	ELECTION OF DIRECTOR: JAMES I. CASH, JR.	Management	For	For
A3	ELECTION OF DIRECTOR: ANN M. FUDGE	Management	For	For
A4	ELECTION OF DIRECTOR: SUSAN HOCKFIELD	Management	For	For
A5	ELECTION OF DIRECTOR: JEFFREY R. IMMELT	Management	For	For
A6	ELECTION OF DIRECTOR: ANDREA JUNG	Management	For	For
A7	ELECTION OF DIRECTOR: ALAN G. (A.G.) LAFLEY	Management	For	For
A8	ELECTION OF DIRECTOR: ROBERT W. LANE	Management	For	For
A9	ELECTION OF DIRECTOR: RALPH S. LARSEN	Management	For	For
A10	ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS	Management	For	For
A11	ELECTION OF DIRECTOR: JAMES J. MULVA	Management	For	For
A12	ELECTION OF DIRECTOR: SAM NUNN	Management	For	For
A13	ELECTION OF DIRECTOR: ROGER S. PENSKE	Management	For	For
A14	ELECTION OF DIRECTOR: ROBERT J. SWIERINGA	Management	For	For
A15	ELECTION OF DIRECTOR: JAMES S. TISCH	Management	For	For
A16	ELECTION OF DIRECTOR: DOUGLAS A. WARNER III	Management	For	For
B1	RATIFICATION OF KPMG	Management	For	For
B2	ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION	Management	For	For
B3	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION
C1	SHAREOWNER PROPOSAL: CUMULATIVE VOTING	Shareholder	For	Against
C2	SHAREOWNER PROPOSAL: FUTURE STOCK OPTIONS	Shareholder	For	Against
C3	SHAREOWNER PROPOSAL: WITHDRAW STOCK OPTIONS	Shareholder	Against	For
	GRANTED TO EXECUTIVES
C4	SHAREOWNER PROPOSAL: CLIMATE CHANGE RISK	Shareholder	Against	For
	DISCLOSURE
C5	SHAREOWNER PROPOSAL: TRANSPARENCY IN ANIMAL	Shareholder	Against	For
	RESEARCH

JOHNSON & JOHNSON
Security	478160104	Meeting Type	Annual
Ticker Symbol	JNJ	Meeting Date	28-Apr-2011
ISIN	US4781601046	Agenda	933382854 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: MARY SUE COLEMAN	Management	For	For
1B	ELECTION OF DIRECTOR: JAMES G. CULLEN	Management	For	For
1C	ELECTION OF DIRECTOR: IAN E.L. DAVIS	Management	For	For
1D	ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS	Management	For	For
1E	ELECTION OF DIRECTOR: SUSAN L. LINDQUIST	Management	For	For
1F	ELECTION OF DIRECTOR: ANNE M. MULCAHY	Management	For	For
1G	ELECTION OF DIRECTOR: LEO F. MULLIN	Management	For	For
1H	ELECTION OF DIRECTOR: WILLIAM D. PEREZ	Management	For	For
1I	ELECTION OF DIRECTOR: CHARLES PRINCE	Management	For	For
1J	ELECTION OF DIRECTOR: DAVID SATCHER	Management	For	For
1K	ELECTION OF DIRECTOR: WILLIAM C. WELDON	Management	For	For
02	RATIFICATION OF APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011
03	ADVISORY VOTE ON NAMED EXECUTIVE OFFICER	Management	Against	Against
	COMPENSATION
04	ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON	Management	1 Year	For
	NAMED EXECUTIVE OFFICER COMPENSATION
05	SHAREHOLDER PROPOSAL ON PHARMACEUTICAL PRICE	Shareholder	Against	For
	RESTRAINT
06	SHAREHOLDER PROPOSAL ON AMENDMENT TO	Shareholder	Against	For
	COMPANY'S EQUAL EMPLOYMENT OPPORTUNITY POLICY
07	SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL	Shareholder	Against	For
	METHODS FOR TRAINING

Page 17 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

LOCKHEED MARTIN CORPORATION
Security	539830109	Meeting Type	Annual
Ticker Symbol	LMT	Meeting Date	28-Apr-2011
ISIN	US5398301094	Agenda	933383147 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: NOLAN D. ARCHIBALD	Management	For	For
1B	ELECTION OF DIRECTOR: ROSALIND G. BREWER	Management	For	For
1C	ELECTION OF DIRECTOR: DAVID B. BURRITT	Management	For	For
1D	ELECTION OF DIRECTOR: JAMES O. ELLIS, JR.	Management	For	For
1E	ELECTION OF DIRECTOR: THOMAS J. FALK	Management	For	For
1F	ELECTION OF DIRECTOR: GWENDOLYN S. KING	Management	For	For
1G	ELECTION OF DIRECTOR: JAMES M. LOY	Management	For	For
1H	ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE	Management	For	For
1I	ELECTION OF DIRECTOR: JOSEPH W. RALSTON	Management	For	For
1J	ELECTION OF DIRECTOR: ANNE STEVENS	Management	For	For
1K	ELECTION OF DIRECTOR: ROBERT J. STEVENS	Management	For	For
02	RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP	Management	For	For
	AS INDEPENDENT AUDITORS
03	MANAGEMENT PROPOSAL ADOPT THE LOCKHEED MARTIN	Management	For	For
	CORPORATION 2011 INCENTIVE PERFORMANCE AWARD
	PLAN
04	PROPOSAL TO APPROVE THE COMPENSATION OF NAMED	Management	Against	Against
	EXECUTIVE OFFICERS
05	PROPOSAL ON THE FREQUENCY OF HOLDING FUTURE	Management	1 Year	For
	VOTES ON THE COMPENSATION OF NAMED EXECUTIVE
	OFFICERS
06	STOCKHOLDER PROPOSAL ALLOW STOCKHOLDERS TO	Shareholder	Against	For
	ACT BY WRITTEN CONSENT IN LIEU OF A MEETING

EBAY INC.
Security	278642103	Meeting Type	Annual
Ticker Symbol	EBAY	Meeting Date	28-Apr-2011
ISIN	US2786421030	Agenda	933401010 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: FRED D. ANDERSON	Management	For	For
1B	ELECTION OF DIRECTOR: EDWARD W. BARNHOLT	Management	For	For
1C	ELECTION OF DIRECTOR: SCOTT D. COOK	Management	For	For
1D	ELECTION OF DIRECTOR: JOHN J. DONAHOE	Management	For	For
02	ADVISORY VOTE ON COMPENSATION OF OUR NAMED	Management	For	For
	EXECUTIVE OFFICERS.
03	ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY	Management	1 Year	For
	VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.
04	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
	AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31,
	2011.
05	STOCKHOLDER PROPOSAL REGARDING SUPERMAJORITY	Shareholder	For	Against
	STOCKHOLDER VOTING STANDARDS.

Page 18 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

ABB LTD
Security	000375204	Meeting Type	Annual
Ticker Symbol	ABB	Meeting Date	29-Apr-2011
ISIN	US0003752047	Agenda	933411554 - Management

Item	Proposal	Type	Vote	For/Against
				Management
2A	APPROVAL OF THE ANNUAL REPORT, THE CONSOLIDATED	Management	For	For
	FINANCIAL STATEMENTS, AND THE ANNUAL FINANCIAL
	STATEMENTS FOR 2010
2B	CONSULTATIVE VOTE ON THE 2010 REMUNERATION	Management	For	For
	REPORT
03	DISCHARGE OF THE BOARD OF DIRECTORS AND THE	Management	For	For
	PERSONS ENTRUSTED WITH MANAGEMENT
04	APPROPRIATION OF AVAILABLE EARNINGS AND	Management	For	For
	CONVERSION OF CAPITAL CONTRIBUTION RESERVE
05	CREATION OF ADDITIONAL CONTINGENT SHARE CAPITAL	Management	For	For
	IN CONNECTION WITH EMPLOYEE PARTICIPATION
06	RENEWAL OF AUTHORIZED SHARE CAPITAL	Management	For	For
7A	RE-ELECTION OF ROGER AGNELLI	Management	For	For
7B	RE-ELECTION OF LOUIS R. HUGHES	Management	For	For
7C	RE-ELECTION OF HANS ULRICH MAERKI	Management	For	For
7D	RE-ELECTION OF MICHEL DE ROSEN	Management	For	For
7E	RE-ELECTION OF MICHAEL TRESCHOW	Management	For	For
7F	RE-ELECTION OF JACOB WALLENBERG	Management	For	For
7G	RE-ELECTION OF HUBERTUS VON GRUNBERG	Management	For	For
7H	ELECTION OF MS. YING YEH TO THE BOARD OF DIRECTORS	Management	For	For
08	RE-ELECTION OF THE AUDITORS	Management	For	For

ZIMMER HOLDINGS, INC.
Security	98956P102	Meeting Type	Annual
Ticker Symbol	ZMH	Meeting Date	02-May-2011
ISIN	US98956P1021	Agenda	933381915 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: BETSY J. BERNARD	Management	For	For
1B	ELECTION OF DIRECTOR: MARC N. CASPER	Management	For	For
1C	ELECTION OF DIRECTOR: DAVID C. DVORAK	Management	For	For
1D	ELECTION OF DIRECTOR: LARRY C. GLASSCOCK	Management	For	For
1E	ELECTION OF DIRECTOR: ROBERT A. HAGEMANN	Management	For	For
1F	ELECTION OF DIRECTOR: ARTHUR J. HIGGINS	Management	For	For
1G	ELECTION OF DIRECTOR: JOHN L. MCGOLDRICK	Management	For	For
1H	ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D.	Management	For	For
02	NON-BINDING ADVISORY VOTE ON EXECUTIVE	Management	For	For
	COMPENSATION ("SAY-ON-PAY")
03	NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF	Management	1 Year	For
	SAY-ON-PAY VOTES
04	RATIFICATION OF APPOINTMENT OF INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011

AFLAC INCORPORATED
Security	001055102	Meeting Type	Annual
Ticker Symbol	AFL	Meeting Date	02-May-2011
ISIN	US0010551028	Agenda	933383616 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: DANIEL P. AMOS	Management	For	For
1B	ELECTION OF DIRECTOR: JOHN SHELBY AMOS II	Management	For	For
1C	ELECTION OF DIRECTOR: PAUL S. AMOS II	Management	For	For
1D	ELECTION OF DIRECTOR: MICHAEL H. ARMACOST	Management	For	For
1E	ELECTION OF DIRECTOR: KRISS CLONINGER III	Management	For	For
1F	ELECTION OF DIRECTOR: ELIZABETH J. HUDSON	Management	For	For
1G	ELECTION OF DIRECTOR: DOUGLAS W. JOHNSON	Management	For	For
1H	ELECTION OF DIRECTOR: ROBERT B. JOHNSON	Management	For	For
1I	ELECTION OF DIRECTOR: CHARLES B. KNAPP	Management	For	For
1J	ELECTION OF DIRECTOR: E. STEPHEN PURDOM, M.D.	Management	For	For
1K	ELECTION OF DIRECTOR: BARBARA K. RIMER, DRPH	Management	For	For
1L	ELECTION OF DIRECTOR: MARVIN R. SCHUSTER	Management	For	For
1M	ELECTION OF DIRECTOR: DAVID GARY THOMPSON	Management	For	For
1N	ELECTION OF DIRECTOR: ROBERT L. WRIGHT	Management	For	For
1O	ELECTION OF DIRECTOR: TAKURO YOSHIDA	Management	For	For
02	TO CONSIDER THE FOLLOWING NON-BINDING ADVISORY	Management	For	For
	PROPOSAL: RESOLVED, THAT THE SHAREHOLDERS
	APPROVE THE COMPENSATION OF THE COMPANY'S
	NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE
	COMPENSATION DISCUSSION AND ANALYSIS, EXECUTIVE
	COMPENSATION TABLES AND ACCOMPANYING NARRATIVE
	DISCLOSURE IN THE PROXY STATEMENT.
03	NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF	Management	1 Year	For
	FUTURE ADVISORY VOTES ON EXECUTIVE
	COMPENSATION.
04	RATIFICATION OF APPOINTMENT OF KPMG LLP AS	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF
	THE COMPANY FOR THE YEAR ENDING DECEMBER 31,
	2011.

 

Page 19 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

LKQ CORPORATION
Security	501889208	Meeting Type	Annual
Ticker Symbol	LKQX	Meeting Date	02-May-2011
ISIN	US5018892084	Agenda	933385305 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	A. CLINTON ALLEN		For	For
	2	VICTOR M. CASINI		For	For
	3	ROBERT M. DEVLIN		For	For
	4	DONALD F. FLYNN		For	For
	5	KEVIN F. FLYNN		For	For
	6	RONALD G. FOSTER		For	For
	7	JOSEPH M. HOLSTEN		For	For
	8	PAUL M. MEISTER		For	For
	9	JOHN F. O'BRIEN		For	For
	10	WILLIAM M. WEBSTER, IV		For	For
02	RATIFICATION OF THE APPOINTMENT OF DELOITTE &		Management	For	For
	TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM OF LKQ CORPORATION FOR THE
	FISCAL YEAR ENDING DECEMBER 31, 2011.
03	APPROVAL OF THE LKQ CORPORATION MANAGEMENT		Management	For	For
	INCENTIVE PLAN.
04	RE-APPROVAL OF THE LKQ CORPORATION LONG TERM		Management	Against	Against
	INCENTIVE PLAN.
05	APPROVAL OF AN AMENDMENT TO THE LKQ CORPORATION		Management	Against	Against
	1998 EQUITY INCENTIVE PLAN INCREASING THE NUMBER
	OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN
	BY 15,000,000.
06	APPROVAL, ON AN ADVISORY BASIS, OF THE		Management	For	For
	COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
07	ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN		Management	1 Year	For
	ADVISORY VOTE ON EXECUTIVE COMPENSATION.

AMERICAN EXPRESS COMPANY
Security	025816109	Meeting Type	Annual
Ticker Symbol	AXP	Meeting Date	02-May-2011
ISIN	US0258161092	Agenda	933388995 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	D.F. AKERSON		For	For
	2	C. BARSHEFSKY		For	For
	3	U.M. BURNS		For	For
	4	K.I. CHENAULT		For	For
	5	P. CHERNIN		For	For
	6	T.J. LEONSIS		For	For
	7	J. LESCHLY		For	For
	8	R.C. LEVIN		For	For
	9	R.A. MCGINN		For	For
	10	E.D. MILLER		For	For
	11	S.S REINEMUND		For	For
	12	R.D. WALTER		For	For
	13	R.A. WILLIAMS		For	For
02	RATIFICATION OF APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
03	ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	Against	Against
04	ADVISORY VOTE ON FREQUENCY OF ADVISORY		Management	1 Year	For
	EXECUTIVE COMPENSATION VOTE.
05	SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE		Shareholder	For	Against
	VOTING FOR DIRECTORS.
06	SHAREHOLDER PROPOSAL RELATING TO THE CALLING OF		Shareholder	Against	For
	SPECIAL SHAREHOLDER MEETINGS.

Page 20 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

BAXTER INTERNATIONAL INC.
Security	071813109	Meeting Type	Annual
Ticker Symbol	BAX	Meeting Date	03-May-2011
ISIN	US0718131099	Agenda	933381054 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: WAYNE T. HOCKMEYER	Management	For	For
1B	ELECTION OF DIRECTOR: ROBERT L. PARKINSON, JR.	Management	For	For
1C	ELECTION OF DIRECTOR: THOMAS T. STALLKAMP	Management	For	For
1D	ELECTION OF DIRECTOR: ALBERT P.L. STROUCKEN	Management	For	For
02	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC	Management	For	For
	ACCOUNTING FIRM
03	ADVISORY VOTE ON EXECUTIVE COMPENSATION	Management	For	For
04	ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE	Management	1 Year	Against
	COMPENSATION ADVISORY VOTES
05	APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN	Management	For	For
06	APPROVAL OF 2011 INCENTIVE PLAN	Management	For	For
07	PROPOSAL TO AMEND ARTICLE SIXTH TO ELIMINATE THE	Management	For	For
	CLASSIFIED BOARD AND PROVIDE FOR THE ANNUAL
	ELECTION OF DIRECTORS

EMC CORPORATION
Security	268648102	Meeting Type	Annual
Ticker Symbol	EMC	Meeting Date	04-May-2011
ISIN	US2686481027	Agenda	933387929 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: MICHAEL W. BROWN	Management	For	For
1B	ELECTION OF DIRECTOR: RANDOLPH L. COWEN	Management	For	For
1C	ELECTION OF DIRECTOR: MICHAEL J. CRONIN	Management	For	For
1D	ELECTION OF DIRECTOR: GAIL DEEGAN	Management	For	For
1E	ELECTION OF DIRECTOR: JAMES S. DISTASIO	Management	For	For
1F	ELECTION OF DIRECTOR: JOHN R. EGAN	Management	For	For
1G	ELECTION OF DIRECTOR: EDMUND F. KELLY	Management	For	For
1H	ELECTION OF DIRECTOR: WINDLE B. PRIEM	Management	For	For
1I	ELECTION OF DIRECTOR: PAUL SAGAN	Management	For	For
1J	ELECTION OF DIRECTOR: DAVID N. STROHM	Management	For	For
1K	ELECTION OF DIRECTOR: JOSEPH M. TUCCI	Management	For	For
02	RATIFICATION OF THE SELECTION BY THE AUDIT	Management	For	For
	COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS
	EMC'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
	ENDING DECEMBER 31, 2011, AS DESCRIBED IN EMC'S
	PROXY STATEMENT.
03	APPROVAL OF THE EMC CORPORATION AMENDED AND	Management	For	For
	RESTATED 2003 STOCK PLAN, AS DESCRIBED IN EMC'S
	PROXY STATEMENT.
04	APPROVAL OF AN AMENDMENT TO EMC'S BYLAWS TO	Management	For	For
	REDUCE THE PERCENTAGE OF SHARES REQUIRED FOR
	SHAREHOLDERS TO CALL A SPECIAL MEETING OF
	SHAREHOLDERS, AS DESCRIBED IN EMC'S PROXY
	STATEMENT.
05	ADVISORY VOTE ON EXECUTIVE COMPENSATION, AS	Management	Against	Against
	DESCRIBED IN EMC'S PROXY STATEMENT.
06	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION, AS
	DESCRIBED IN EMC'S PROXY STATEMENT.

Page 21 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

HESS CORPORATION
Security	42809H107	Meeting Type	Annual
Ticker Symbol	HES	Meeting Date	04-May-2011
ISIN	US42809H1077	Agenda	933389428 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: E.E. HOLIDAY	Management	For	For
1B	ELECTION OF DIRECTOR: J.H. MULLIN	Management	For	For
1C	ELECTION OF DIRECTOR: F.B. WALKER	Management	For	For
1D	ELECTION OF DIRECTOR: R.N. WILSON	Management	For	For
02	APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE	Management	For	For
	COMPENSATION.
03	APPROVAL OF HOLDING AN ADVISORY VOTE ON	Management	1 Year	For
	EXECUTIVE COMPENSATION EVERY ONE, TWO OR THREE
	YEARS, AS INDICATED.
04	RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP	Management	For	For
	AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
	DECEMBER 31, 2011.
05	APPROVAL OF THE PERFORMANCE INCENTIVE PLAN FOR	Management	For	For
	SENIOR OFFICERS, AS AMENDED.

PEPSICO, INC.
Security	713448108	Meeting Type	Annual
Ticker Symbol	PEP	Meeting Date	04-May-2011
ISIN	US7134481081	Agenda	933392069 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: S.L. BROWN	Management	For	For
1B	ELECTION OF DIRECTOR: I.M. COOK	Management	For	For
1C	ELECTION OF DIRECTOR: D. DUBLON	Management	For	For
1D	ELECTION OF DIRECTOR: V.J. DZAU	Management	For	For
1E	ELECTION OF DIRECTOR: R.L. HUNT	Management	For	For
1F	ELECTION OF DIRECTOR: A. IBARGUEN	Management	For	For
1G	ELECTION OF DIRECTOR: A.C. MARTINEZ	Management	For	For
1H	ELECTION OF DIRECTOR: I.K. NOOYI	Management	For	For
1I	ELECTION OF DIRECTOR: S.P. ROCKEFELLER	Management	For	For
1J	ELECTION OF DIRECTOR: J.J. SCHIRO	Management	For	For
1K	ELECTION OF DIRECTOR: L.G. TROTTER	Management	For	For
1L	ELECTION OF DIRECTOR: D. VASELLA	Management	For	For
02	APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE	Management	For	For
	COMPENSATION.
03	RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF	Management	1 Year	Against
	EXECUTIVE COMPENSATION VOTES.
04	APPROVAL OF INDEPENDENT REGISTERED PUBLIC	Management	For	For
	ACCOUNTANTS FOR FISCAL YEAR 2011.
05	APPROVAL OF AMENDMENT TO ARTICLES OF	Management	Against	Against
	INCORPORATION TO IMPLEMENT MAJORITY VOTING FOR
	DIRECTORS IN UNCONTESTED ELECTIONS.
06	SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL	Shareholder	Against	For
	SHAREHOLDER MEETINGS. (PROXY STATEMENT P.63)
07	SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS	Shareholder	For	Against
	REPORT (PROXY STATEMENT P.65)

Page 22 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

BROADCOM CORPORATION
Security	111320107	Meeting Type	Annual
Ticker Symbol	BRCM	Meeting Date	05-May-2011
ISIN	US1113201073	Agenda	933387311 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	NANCY H. HANDEL		For	For
	2	EDDY W. HARTENSTEIN		For	For
	3	MARIA KLAWE, PH.D.		For	For
	4	JOHN E. MAJOR		For	For
	5	SCOTT A. MCGREGOR		For	For
	6	WILLIAM T. MORROW		For	For
	7	HENRY SAMUELI, PH.D.		For	For
	8	JOHN A.C. SWAINSON		For	For
	9	ROBERT E. SWITZ		For	For
02	TO APPROVE THE COMPENSATION OF THE COMPANY'S		Management	For	For
	NAMED EXECUTIVE OFFICERS IN THE PROXY STATEMENT.
03	TO RECOMMEND CONDUCTING AN ADVISORY VOTE ON		Management	1 Year	Against
	EXECUTIVE COMPENSATION EVERY ONE, TWO OR THREE
	YEARS.
04	TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE		Management	For	For
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
	2011

ILLINOIS TOOL WORKS INC.
Security	452308109	Meeting Type	Annual
Ticker Symbol	ITW	Meeting Date	06-May-2011
ISIN	US4523081093	Agenda	933390306 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: SUSAN CROWN	Management	For	For
1B	ELECTION OF DIRECTOR: DON H. DAVIS, JR.	Management	For	For
1C	ELECTION OF DIRECTOR: ROBERT C. MCCORMACK	Management	For	For
1D	ELECTION OF DIRECTOR: ROBERT S. MORRISON	Management	For	For
1E	ELECTION OF DIRECTOR: JAMES A. SKINNER	Management	For	For
1F	ELECTION OF DIRECTOR: DAVID B. SMITH, JR.	Management	For	For
1G	ELECTION OF DIRECTOR: DAVID B. SPEER	Management	For	For
1H	ELECTION OF DIRECTOR: PAMELA B. STROBEL	Management	For	For
1I	ELECTION OF DIRECTOR: KEVIN M. WARREN	Management	For	For
1J	ELECTION OF DIRECTOR: ANRE D. WILLIAMS	Management	For	For
02	RATIFICATION OF THE APPOINTMENT OF DELOITTE &	Management	For	For
	TOUCHE LLP AS ITW'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2011.
03	ADVISORY VOTE TO APPROVE EXECUTIVE	Management	For	For
	COMPENSATION.
04	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.
05	APPROVAL OF THE ILLINOIS TOOL WORKS INC. 2011 CASH	Management	For	For
	INCENTIVE PLAN.
06	RE-APPROVAL OF THE PERFORMANCE FACTORS AND	Management	For	For
	AWARD LIMITS UNDER THE 2011 LONG-TERM INCENTIVE
	PLAN.

Page 23 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

3M COMPANY
Security	88579Y101	Meeting Type	Annual
Ticker Symbol	MMM	Meeting Date	10-May-2011
ISIN	US88579Y1010	Agenda	933390407 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: LINDA G. ALVARADO	Management	For	For
1B	ELECTION OF DIRECTOR: GEORGE W. BUCKLEY	Management	For	For
1C	ELECTION OF DIRECTOR: VANCE D. COFFMAN	Management	For	For
1D	ELECTION OF DIRECTOR: MICHAEL L. ESKEW	Management	For	For
1E	ELECTION OF DIRECTOR: W. JAMES FARRELL	Management	For	For
1F	ELECTION OF DIRECTOR: HERBERT L. HENKEL	Management	For	For
1G	ELECTION OF DIRECTOR: EDWARD M. LIDDY	Management	For	For
1H	ELECTION OF DIRECTOR: ROBERT S. MORRISON	Management	For	For
1I	ELECTION OF DIRECTOR: AULANA L. PETERS	Management	For	For
1J	ELECTION OF DIRECTOR: ROBERT J. ULRICH	Management	For	For
02	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS 3M'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM.
03	AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Management	Against	Against
04	AN ADVISORY VOTE ON THE FREQUENCY OF ADVISORY	Management	1 Year	For
	VOTES ON EXECUTIVE COMPENSATION.
05	STOCKHOLDER PROPOSAL ON POLITICAL CONTRIBUTIONS.	Shareholder	For	Against

ALTERA CORPORATION
Security	021441100	Meeting Type	Annual
Ticker Symbol	ALTR	Meeting Date	10-May-2011
ISIN	US0214411003	Agenda	933390875 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: JOHN P. DAANE	Management	For	For
1B	ELECTION OF DIRECTOR: ROBERT J. FINOCCHIO, JR.	Management	For	For
1C	ELECTION OF DIRECTOR: KEVIN MCGARITY	Management	For	For
1D	ELECTION OF DIRECTOR: T. MICHAEL NEVENS	Management	For	For
1E	ELECTION OF DIRECTOR: KRISH A. PRABHU	Management	For	For
1F	ELECTION OF DIRECTOR: JOHN SHOEMAKER	Management	For	For
1G	ELECTION OF DIRECTOR: SUSAN WANG	Management	For	For
02	TO APPROVE AN AMENDMENT TO THE 2005 EQUITY	Management	Against	Against
	INCENTIVE PLAN TO INCREASE BY 10,000,000 THE NUMBER
	OF SHARES OF COMMON STOCK RESERVED FOR
	ISSUANCE UNDER THE PLAN.
03	TO APPROVE AN AMENDMENT TO THE 1987 EMPLOYEE	Management	Against	Against
	STOCK PURCHASE PLAN TO INCREASE BY 1,000,000 THE
	NUMBER OF SHARES OF COMMON STOCK RESERVED FOR
	ISSUANCE UNDER THE PLAN.
04	TO APPROVE AN AMENDMENT TO OUR AMENDED AND	Management	For	For
	RESTATED CERTIFICATE OF INCORPORATION TO
	ELIMINATE SUPERMAJORITY VOTING.
05	TO APPROVE AN AMENDMENT TO OUR AMENDED AND	Management	For	For
	RESTATED CERTIFICATE OF INCORPORATION TO ADD A
	FORUM SELECTION CLAUSE.
06	TO APPROVE AN AMENDMENT TO OUR BY-LAWS TO	Management	For	For
	PROVIDE THAT STOCKHOLDERS HOLDING OVER 20% OF
	OUR SHARES MAY CALL A SPECIAL MEETING OF
	STOCKHOLDERS.
07	TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE	Management	For	For
	COMPENSATION.
08	TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY	Management	1 Year	For
	OF EXECUTIVE COMPENSATION VOTES.
09	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
	YEAR ENDING DECEMBER 31, 2011.

Page 24 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

WATERS CORPORATION
Security	941848103	Meeting Type	Annual
Ticker Symbol	WAT	Meeting Date	10-May-2011
ISIN	US9418481035	Agenda	933392223 - Management

Item	Proposal		Type	Vote	For/Against
					Management
1	DIRECTOR		Management
	1	JOSHUA BEKENSTEIN		For	For
	2	MICHAEL J. BERENDT, PHD		For	For
	3	DOUGLAS A. BERTHIAUME		For	For
	4	EDWARD CONARD		For	For
	5	LAURIE H. GLIMCHER, M.D		For	For
	6	CHRISTOPHER A. KUEBLER		For	For
	7	WILLIAM J. MILLER		For	For
	8	JOANN A. REED		For	For
	9	THOMAS P. SALICE		For	For
2	TO RATIFY THE SELECTION OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
3	TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE		Management	For	For
	COMPENSATION.
4	TO APPROVE, BY NON-BINDING VOTE, THE FREQUENCY OF		Management	1 Year	Against
	EXECUTIVE COMPENSATION VOTES.

MASCO CORPORATION
Security	574599106	Meeting Type	Annual
Ticker Symbol	MAS	Meeting Date	10-May-2011
ISIN	US5745991068	Agenda	933405400 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: VERNE G. ISTOCK	Management	For	For
1B	ELECTION OF DIRECTOR: J. MICHAEL LOSH	Management	For	For
1C	ELECTION OF DIRECTOR: TIMOTHY WADHAMS	Management	For	For
02	TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE	Management	For	For
	COMPENSATION PAID TO THE COMPANY'S NAMED
	EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO THE
	COMPENSATION DISCLOSURE RULES OF THE SEC,
	INCLUDING THE COMPENSATION DISCUSSION AND
	ANALYSIS, THE COMPENSATION TABLES AND THE
	RELATED MATERIALS DISCLOSED IN THE PROXY
	STATEMENT.
03	TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE	Management	1 Year	For
	FREQUENCY OF THE NON-BINDING ADVISORY VOTES ON
	THE COMPANY'S EXECUTIVE COMPENSATION.
04	TO RATIFY THE SELECTION OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
	AUDITORS FOR THE COMPANY FOR 2011.

MURPHY OIL CORPORATION
Security	626717102	Meeting Type	Annual
Ticker Symbol	MUR	Meeting Date	11-May-2011
ISIN	US6267171022	Agenda	933393934 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: F.W. BLUE	Management	For	For
1B	ELECTION OF DIRECTOR: C.P. DEMING	Management	For	For
1C	ELECTION OF DIRECTOR: R.A. HERMES	Management	For	For
1D	ELECTION OF DIRECTOR: J.V. KELLEY	Management	For	For
1E	ELECTION OF DIRECTOR: R.M. MURPHY	Management	For	For
1F	ELECTION OF DIRECTOR: W.C. NOLAN, JR.	Management	For	For
1G	ELECTION OF DIRECTOR: N.E. SCHMALE	Management	For	For
1H	ELECTION OF DIRECTOR: D.J.H. SMITH	Management	For	For
1I	ELECTION OF DIRECTOR: C.G. THEUS	Management	For	For
1J	ELECTION OF DIRECTOR: D.M. WOOD	Management	For	For
02	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Management	For	For
03	ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY	Management	1 Year	For
	VOTE ON EXECUTIVE COMPENSATION.
04	APPROVE THE APPOINTMENT OF KPMG LLP AS	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Page 25 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

BANK OF AMERICA CORPORATION
Security	060505104	Meeting Type	Annual
Ticker Symbol	BAC	Meeting Date	11-May-2011
ISIN	US0605051046	Agenda	933398491 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: MUKESH D. AMBANI	Management	For	For
1B	ELECTION OF DIRECTOR: SUSAN S. BIES	Management	For	For
1C	ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR.	Management	For	For
1D	ELECTION OF DIRECTOR: VIRGIS W. COLBERT	Management	For	For
1E	ELECTION OF DIRECTOR: CHARLES K. GIFFORD	Management	For	For
1F	ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR.	Management	For	For
1G	ELECTION OF DIRECTOR: D. PAUL JONES, JR.	Management	For	For
1H	ELECTION OF DIRECTOR: MONICA C. LOZANO	Management	For	For
1I	ELECTION OF DIRECTOR: THOMAS J. MAY	Management	For	For
1J	ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN	Management	For	For
1K	ELECTION OF DIRECTOR: DONALD E. POWELL	Management	For	For
1L	ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI	Management	For	For
1M	ELECTION OF DIRECTOR: ROBERT W. SCULLY	Management	For	For
02	AN ADVISORY (NON-BINDING) "SAY ON PAY" VOTE TO	Management	Against	Against
	APPROVE EXECUTIVE COMPENSATION.
03	AN ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY	Management	1 Year	For
	OF FUTURE ADVISORY "SAY ON PAY" VOTES.
04	RATIFICATION OF THE REGISTERED INDEPENDENT PUBLIC	Management	For	For
	ACCOUNTING FIRM FOR 2011.
05	STOCKHOLDER PROPOSAL - DISCLOSURE OF	Shareholder	Against	For
	GOVERNMENT EMPLOYMENT.
06	STOCKHOLDER PROPOSAL - STOCKHOLDER ACTION BY	Shareholder	Against	For
	WRITTEN CONSENT.
07	STOCKHOLDER PROPOSAL - MORTGAGE SERVICING	Shareholder	Against	For
	OPERATIONS.
08	STOCKHOLDER PROPOSAL - GRASSROOTS LOBBYING.	Shareholder	Against	For
09	STOCKHOLDER PROPOSAL - OTC DERIVATIVES TRADING.	Shareholder	Against	For
10	STOCKHOLDER PROPOSAL - CUMULATIVE VOTING IN	Shareholder	For	Against
	CONTESTED ELECTIONS.
11	STOCKHOLDER PROPOSAL - RECOUPMENT OF INCENTIVE	Shareholder	Against	For
	COMPENSATION.
12	STOCKHOLDER PROPOSAL - PROHIBITION OF CERTAIN	Shareholder	Against	For
	RELOCATION BENEFITS.

KOHL'S CORPORATION
Security	500255104	Meeting Type	Annual
Ticker Symbol	KSS	Meeting Date	12-May-2011
ISIN	US5002551043	Agenda	933383743 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: PETER BONEPARTH	Management	For	For
1B	ELECTION OF DIRECTOR: STEVEN A. BURD	Management	For	For
1C	ELECTION OF DIRECTOR: JOHN F. HERMA	Management	For	For
1D	ELECTION OF DIRECTOR: DALE E. JONES	Management	For	For
1E	ELECTION OF DIRECTOR: WILLIAM S. KELLOGG	Management	For	For
1F	ELECTION OF DIRECTOR: KEVIN MANSELL	Management	For	For
1G	ELECTION OF DIRECTOR: FRANK V. SICA	Management	For	For
1H	ELECTION OF DIRECTOR: PETER M. SOMMERHAUSER	Management	For	For
1I	ELECTION OF DIRECTOR: STEPHANIE A. STREETER	Management	For	For
1J	ELECTION OF DIRECTOR: NINA G. VACA	Management	For	For
1K	ELECTION OF DIRECTOR: STEPHEN E. WATSON	Management	For	For
02	RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
3A	APPROVAL OF ELIMINATION OF SUPERMAJORITY VOTE	Management	For	For
	REQUIREMENT IN ARTICLE V.
3B	APPROVAL OF ELIMINATION OF SUPERMAJORITY VOTE	Management	For	For
	REQUIREMENT IN ARTICLE VI.
04	RE-APPROVAL OF ANNUAL INCENTIVE PLAN.	Management	For	For
05	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Management	For	For
06	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	SHAREHOLDER ADVISORY VOTES ON EXECUTIVE
	COMPENSATION.
07	SHAREHOLDER PROPOSAL: SHAREHOLDER ACTION BY	Shareholder	Against	For
	WRITTEN CONSENT.
08	SHAREHOLDER PROPOSAL: SUCCESSION PLANNING AND	Shareholder	Against	For
	REPORTING.

Page 26 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

ST. JUDE MEDICAL, INC.
Security	790849103	Meeting Type	Annual
Ticker Symbol	STJ	Meeting Date	12-May-2011
ISIN	US7908491035	Agenda	933398679 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: RICHARD R. DEVENUTI	Management	For	For
1B	ELECTION OF DIRECTOR: THOMAS H. GARRETT III	Management	For	For
1C	ELECTION OF DIRECTOR: WENDY L. YARNO	Management	For	For
02	ADVISORY VOTE ON COMPENSATION OF OUR NAMED	Management	For	For
	EXECUTIVE OFFICERS.
03	ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY	Management	1 Year
	VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.
04	TO APPROVE AMENDMENTS TO THE ST. JUDE MEDICAL,	Management	Against	Against
	INC. 2007 STOCK INCENTIVE PLAN.
05	TO CONSIDER AND ACT UPON A SHAREHOLDER PROPOSAL	Shareholder	For
	REGARDING THE DECLASSIFICATION OF OUR BOARD OF
	DIRECTORS.
06	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS	Management	For	For
	OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2011.

ANADARKO PETROLEUM CORPORATION
Security	032511107	Meeting Type	Annual
Ticker Symbol	APC	Meeting Date	17-May-2011
ISIN	US0325111070	Agenda	933403622 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: JOHN R. BUTLER, JR.	Management	For	For
1B	ELECTION OF DIRECTOR: KEVIN P. CHILTON	Management	For	For
1C	ELECTION OF DIRECTOR: LUKE R. CORBETT	Management	For	For
1D	ELECTION OF DIRECTOR: H. PAULETT EBERHART	Management	For	For
1E	ELECTION OF DIRECTOR: PRESTON M. GEREN III	Management	For	For
1F	ELECTION OF DIRECTOR: JOHN R. GORDON	Management	For	For
1G	ELECTION OF DIRECTOR: JAMES T. HACKETT	Management	For	For
02	RATIFICATION OF APPOINTMENT OF KPMG LLP AS	Management	For	For
	INDEPENDENT AUDITOR.
03	ADVISORY VOTE ON NAMED EXECUTIVE OFFICER	Management	Against	Against
	COMPENSATION.
04	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	Against
	ADVISORY VOTES ON NAMED EXECUTIVE OFFICER
	COMPENSATION.
05	STOCKHOLDER PROPOSAL- GENDER IDENTITY NON-	Shareholder	Against	For
	DISCRIMINATION POLICY.
06	STOCKHOLDER PROPOSAL- ADOPTION OF POLICY OF	Shareholder	Against	For
	INDEPENDENT DIRECTOR CHAIRMAN.
07	STOCKHOLDER PROPOSAL- ADOPTION OF POLICY ON	Shareholder	For	Against
	ACCELERATED VESTING OF EQUITY AWARDS.
08	STOCKHOLDER PROPOSAL- REPORT ON POLITICAL	Shareholder	For	Against
	CONTRIBUTIONS.

Page 27 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

JPMORGAN CHASE & CO.
Security	46625H100	Meeting Type	Annual
Ticker Symbol	JPM	Meeting Date	17-May-2011
ISIN	US46625H1005	Agenda	933404028 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: CRANDALL C. BOWLES	Management	For	For
1B	ELECTION OF DIRECTOR: STEPHEN B. BURKE	Management	For	For
1C	ELECTION OF DIRECTOR: DAVID M. COTE	Management	For	For
1D	ELECTION OF DIRECTOR: JAMES S. CROWN	Management	For	For
1E	ELECTION OF DIRECTOR: JAMES DIMON	Management	For	For
1F	ELECTION OF DIRECTOR: ELLEN V. FUTTER	Management	For	For
1G	ELECTION OF DIRECTOR: WILLIAM H. GRAY, III	Management	For	For
1H	ELECTION OF DIRECTOR: LABAN P. JACKSON, JR.	Management	For	For
1I	ELECTION OF DIRECTOR: DAVID C. NOVAK	Management	For	For
1J	ELECTION OF DIRECTOR: LEE R. RAYMOND	Management	For	For
1K	ELECTION OF DIRECTOR: WILLIAM C. WELDON	Management	For	For
02	APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC	Management	For	For
	ACCOUNTING FIRM
03	ADVISORY VOTE ON EXECUTIVE COMPENSATION	Management	Against	Against
04	ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON	Management	1 Year	For
	EXECUTIVE COMPENSATION
05	APPROVAL OF AMENDMENT TO LONG-TERM INCENTIVE	Management	Against	Against
	PLAN
06	POLITICAL NON-PARTISANSHIP	Shareholder	Against	For
07	SHAREHOLDER ACTION BY WRITTEN CONSENT	Shareholder	Against	For
08	MORTGAGE LOAN SERVICING	Shareholder	Against	For
09	POLITICAL CONTRIBUTIONS	Shareholder	For	Against
10	GENOCIDE-FREE INVESTING	Shareholder	Against	For
11	INDEPENDENT LEAD DIRECTOR	Shareholder	Against	For

STATE STREET CORPORATION
Security	857477103	Meeting Type	Annual
Ticker Symbol	STT	Meeting Date	18-May-2011
ISIN	US8574771031	Agenda	933410108 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: K. BURNES	Management	For	For
1B	ELECTION OF DIRECTOR: P. COYM	Management	For	For
1C	ELECTION OF DIRECTOR: P. DE SAINT-AIGNAN	Management	For	For
1D	ELECTION OF DIRECTOR: A. FAWCETT	Management	For	For
1E	ELECTION OF DIRECTOR: D. GRUBER	Management	For	For
1F	ELECTION OF DIRECTOR: L. HILL	Management	For	For
1G	ELECTION OF DIRECTOR: J. HOOLEY	Management	For	For
1H	ELECTION OF DIRECTOR: R. KAPLAN	Management	For	For
1I	ELECTION OF DIRECTOR: C. LAMANTIA	Management	For	For
1J	ELECTION OF DIRECTOR: R. SERGEL	Management	For	For
1K	ELECTION OF DIRECTOR: R. SKATES	Management	For	For
1L	ELECTION OF DIRECTOR: G. SUMME	Management	For	For
1M	ELECTION OF DIRECTOR: R. WEISSMAN	Management	For	For
02	TO APPROVE AN ADVISORY PROPOSAL ON EXECUTIVE	Management	Against	Against
	COMPENSATION
03	TO APPROVE AN ADVISORY PROPOSAL ON THE	Management	1 Year	For
	FREQUENCY OF FUTURE ADVISORY PROPOSALS ON
	EXECUTIVE COMPENSATION
04	TO APPROVE THE 2011 SENIOR EXECUTIVE ANNUAL	Management	Against	Against
	INCENTIVE PLAN
05	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS	Management	For	For
	STATE STREET'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
	2011
06	TO ACT ON A SHAREHOLDER PROPOSAL RELATING TO	Shareholder	For	Against
	DISCLOSURE OF CERTAIN POLITICAL CONTRIBUTIONS

Page 28 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

HENRY SCHEIN, INC.
Security	806407102	Meeting Type	Annual
Ticker Symbol	HSIC	Meeting Date	18-May-2011
ISIN	US8064071025	Agenda	933410639 - Management

Item	Proposal		Type	Vote	For/Against
					Management
1	DIRECTOR		Management
	1	STANLEY M BERGMAN		For	For
	2	GERALD A BENJAMIN		For	For
	3	JAMES P BRESLAWSKI		For	For
	4	MARK E MLOTEK		For	For
	5	STEVEN PALADINO		For	For
	6	BARRY J ALPERIN		For	For
	7	PAUL BRONS		For	For
	8	DONALD J KABAT		For	For
	9	PHILIP A LASKAWY		For	For
	10	KARYN MASHIMA		For	For
	11	NORMAN S MATTHEWS		For	For
	12	BRADLEY T SHEARES, PHD		For	For
	13	LOUIS W SULLIVAN, MD		For	For
2	PROPOSAL TO AMEND THE COMPANY'S 1994 STOCK		Management	For	For
	INCENTIVE PLAN.
3	PROPOSAL TO APPROVE, BY NON-BINDING VOTE, THE 2010		Management	For	For
	COMPENSATION PAID TO THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.
4	PROPOSAL TO RECOMMEND, BY NON-BINDING VOTE, THE		Management	1 Year	For
	FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE
	COMPENSATION.
5	PROPOSAL TO RATIFY THE SELECTION OF BDO USA, LLP		Management	For	For
	AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2011.

PETROHAWK ENERGY CORPORATION
Security	716495106	Meeting Type	Annual
Ticker Symbol	HK	Meeting Date	18-May-2011
ISIN	US7164951060	Agenda	933425818 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	FLOYD C. WILSON		For	For
	2	GARY A. MERRIMAN		For	For
	3	ROBERT C. STONE, JR.		For	For
02	APPROVAL OF THE COMPENSATION OF OUR NAMED		Management	For	For
	EXECUTIVE OFFICERS.
03	RECOMMENDATION OF THE FREQUENCY OF A		Management	1 Year	For
	STOCKHOLDER VOTE TO APPROVE THE COMPENSATION
	OF OUR NAMED EXECUTIVE OFFICERS.
04	APPROVAL OF AMENDMENTS TO OUR THIRD AMENDED		Management	Against	Against
	AND RESTATED 2004 EMPLOYEE INCENTIVE PLAN.
05	RATIFICATION OF THE APPOINTMENT OF DELOITTE &		Management	For	For
	TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTANTS FOR 2011.

Page 29 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

INTEL CORPORATION
Security	458140100	Meeting Type	Annual
Ticker Symbol	INTC	Meeting Date	19-May-2011
ISIN	US4581401001	Agenda	933403812 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY	Management	For	For
1B	ELECTION OF DIRECTOR: SUSAN L. DECKER	Management	For	For
1C	ELECTION OF DIRECTOR: JOHN J. DONAHOE	Management	For	For
1D	ELECTION OF DIRECTOR: REED E. HUNDT	Management	For	For
1E	ELECTION OF DIRECTOR: PAUL S. OTELLINI	Management	For	For
1F	ELECTION OF DIRECTOR: JAMES D. PLUMMER	Management	For	For
1G	ELECTION OF DIRECTOR: DAVID S. POTTRUCK	Management	For	For
1H	ELECTION OF DIRECTOR: JANE E. SHAW	Management	For	For
1I	ELECTION OF DIRECTOR: FRANK D. YEARY	Management	For	For
1J	ELECTION OF DIRECTOR: DAVID B. YOFFIE	Management	For	For
02	RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS	Management	For	For
	OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR CURRENT YEAR
03	AMENDMENT AND EXTENSION OF THE 2006 EQUITY	Management	Against	Against
	INCENTIVE PLAN
04	AMENDMENT AND EXTENSION OF THE 2006 STOCK	Management	For	For
	PURCHASE PLAN
05	ADVISORY VOTE ON EXECUTIVE COMPENSATION	Management	Against	Against
06	ADVISORY VOTE ON THE FREQUENCY OF HOLDING	Management	1 Year	For
	FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

AMGEN INC.
Security	031162100	Meeting Type	Annual
Ticker Symbol	AMGN	Meeting Date	20-May-2011
ISIN	US0311621009	Agenda	933398489 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: DR. DAVID BALTIMORE	Management	For	For
1B	ELECTION OF DIRECTOR: MR. FRANK J. BIONDI, JR.	Management	For	For
1C	ELECTION OF DIRECTOR: MR. FRANCOIS DE CARBONNEL	Management	For	For
1D	ELECTION OF DIRECTOR: DR. VANCE D. COFFMAN	Management	For	For
1E	ELECTION OF DIRECTOR: DR. REBECCA M. HENDERSON	Management	For	For
1F	ELECTION OF DIRECTOR: MR. FRANK C. HERRINGER	Management	For	For
1G	ELECTION OF DIRECTOR: DR. GILBERT S. OMENN	Management	For	For
1H	ELECTION OF DIRECTOR: MS. JUDITH C. PELHAM	Management	For	For
1I	ELECTION OF DIRECTOR: ADM. J. PAUL REASON, USN	Management	For	For
	(RETIRED)
1J	ELECTION OF DIRECTOR: MR. LEONARD D. SCHAEFFER	Management	For	For
1K	ELECTION OF DIRECTOR: MR. KEVIN W. SHARER	Management	For	For
1L	ELECTION OF DIRECTOR: DR. RONALD D. SUGAR	Management	For	For
02	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS	Management	For	For
	OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
	FOR THE YEAR ENDING DECEMBER 31, 2011.
03	TO APPROVE THE ADVISORY VOTE ON EXECUTIVE	Management	For	For
	COMPENSATION.
04	TO SET THE FREQUENCY OF FUTURE ADVISORY VOTES	Management	1 Year	For
	APPROVING EXECUTIVE COMPENSATION EVERY ONE
	YEAR, TWO YEARS OR THREE YEARS.
05	STOCKHOLDER PROPOSAL #1 (SHAREHOLDER ACTION BY	Shareholder	Against	For
	WRITTEN CONSENT)

Page 30 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

TIME WARNER INC.
Security	887317303	Meeting Type	Annual
Ticker Symbol	TWX	Meeting Date	20-May-2011
ISIN	US8873173038	Agenda	933411124 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: JAMES L. BARKSDALE	Management	For	For
1B	ELECTION OF DIRECTOR: WILLIAM P. BARR	Management	For	For
1C	ELECTION OF DIRECTOR: JEFFREY L. BEWKES	Management	For	For
1D	ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH	Management	For	For
1E	ELECTION OF DIRECTOR: FRANK J. CAUFIELD	Management	For	For
1F	ELECTION OF DIRECTOR: ROBERT C. CLARK	Management	For	For
1G	ELECTION OF DIRECTOR: MATHIAS DOPFNER	Management	For	For
1H	ELECTION OF DIRECTOR: JESSICA P. EINHORN	Management	For	For
1I	ELECTION OF DIRECTOR: FRED HASSAN	Management	For	For
1J	ELECTION OF DIRECTOR: MICHAEL A. MILES	Management	For	For
1K	ELECTION OF DIRECTOR: KENNETH J. NOVACK	Management	For	For
1L	ELECTION OF DIRECTOR: PAUL D. WACHTER	Management	For	For
1M	ELECTION OF DIRECTOR: DEBORAH C. WRIGHT	Management	For	For
02	RATIFICATION OF APPOINTMENT OF INDEPENDENT	Management	For	For
	AUDITORS.
03	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Management	Against	Against
04	ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN	Management	1 Year	Against
	ADVISORY VOTE ON EXECUTIVE COMPENSATION.
05	APPROVAL OF AN AMENDMENT TO THE COMPANY'S	Management	Against	Against
	RESTATED CERTIFICATE OF INCORPORATION TO REMOVE
	ABSOLUTE MAJORITY VOTE PROVISIONS IN THE FORM
	ATTACHED TO THE ACCOMPANYING PROXY STATEMENT
	AS ANNEX B.
06	STOCKHOLDER PROPOSAL ON SHAREHOLDER ACTION BY	Shareholder	Against	For
	WRITTEN CONSENT.

MEDCO HEALTH SOLUTIONS, INC.
Security	58405U102	Meeting Type	Annual
Ticker Symbol	MHS	Meeting Date	24-May-2011
ISIN	US58405U1025	Agenda	933414423 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: HOWARD W. BARKER, JR.	Management	For	For
1B	ELECTION OF DIRECTOR: JOHN L. CASSIS	Management	For	For
1C	ELECTION OF DIRECTOR: MICHAEL GOLDSTEIN	Management	For	For
1D	ELECTION OF DIRECTOR: CHARLES M. LILLIS	Management	For	For
1E	ELECTION OF DIRECTOR: MYRTLE S. POTTER	Management	For	For
1F	ELECTION OF DIRECTOR: WILLIAM L. ROPER	Management	For	For
1G	ELECTION OF DIRECTOR: DAVID B. SNOW, JR.	Management	For	For
1H	ELECTION OF DIRECTOR: DAVID D. STEVENS	Management	For	For
1I	ELECTION OF DIRECTOR: BLENDA J. WILSON	Management	For	For
02	RATIFICATION OF THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
	FOR THE 2011 FISCAL YEAR
03	APPROVAL OF AMENDMENTS TO THE COMPANY'S	Management	For	For
	CERTIFICATE OF INCORPORATION
04	APPROVAL OF THE COMPANY'S AMENDED AND RESTATED	Management	For	For
	STOCK INCENTIVE PLAN
05	APPROVAL OF AN ADVISORY VOTE ON THE	Management	For	For
	COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
	OFFICERS
06	APPROVAL OF AN ADVISORY VOTE ON THE FREQUENCY	Management	1 Year	For
	OF A SHAREHOLDER ADVISORY VOTE ON THE
	COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
	OFFICERS
07	SHAREHOLDER PROPOSAL REGARDING EXECUTIVE	Shareholder	Against	For
	EQUITY HOLDING REQUIREMENTS

Page 31 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

EXXON MOBIL CORPORATION
Security	30231G102	Meeting Type	Annual
Ticker Symbol	XOM	Meeting Date	25-May-2011
ISIN	US30231G1022	Agenda	933416908 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	M.J. BOSKIN		For	For
	2	P. BRABECK-LETMATHE		For	For
	3	L.R. FAULKNER		For	For
	4	J.S. FISHMAN		For	For
	5	K.C. FRAZIER		For	For
	6	W.W. GEORGE		For	For
	7	M.C. NELSON		For	For
	8	S.J. PALMISANO		For	For
	9	S.S REINEMUND		For	For
	10	R.W. TILLERSON		For	For
	11	E.E. WHITACRE, JR.		For	For
02	RATIFICATION OF INDEPENDENT AUDITORS (PAGE 55)		Management	For	For
03	ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 56)		Management	Against	Against
04	FREQUENCY OF ADVISORY VOTE ON EXECUTIVE		Management	1 Year	Against
	COMPENSATION (PAGE 57)
05	INDEPENDENT CHAIRMAN (PAGE 58)		Shareholder	Against	For
06	REPORT ON POLITICAL CONTRIBUTIONS (PAGE 59)		Shareholder	For	Against
07	AMENDMENT OF EEO POLICY (PAGE 61)		Shareholder	Against	For
08	POLICY ON WATER (PAGE 62)		Shareholder	Against	For
09	REPORT ON CANADIAN OIL SANDS (PAGE 64)		Shareholder	Against	For
10	REPORT ON NATURAL GAS PRODUCTION (PAGE 65)		Shareholder	Against	For
11	REPORT ON ENERGY TECHNOLOGY (PAGE 67)		Shareholder	Against	For
12	GREENHOUSE GAS EMISSIONS GOALS (PAGE 68)		Shareholder	Against	For

CHEVRON CORPORATION
Security	166764100	Meeting Type	Annual
Ticker Symbol	CVX	Meeting Date	25-May-2011
ISIN	US1667641005	Agenda	933419687 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: L.F. DEILY	Management	For	For
1B	ELECTION OF DIRECTOR: R.E. DENHAM	Management	For	For
1C	ELECTION OF DIRECTOR: R.J. EATON	Management	For	For
1D	ELECTION OF DIRECTOR: C. HAGEL	Management	For	For
1E	ELECTION OF DIRECTOR: E. HERNANDEZ	Management	For	For
1F	ELECTION OF DIRECTOR: G.L. KIRKLAND	Management	For	For
1G	ELECTION OF DIRECTOR: D.B. RICE	Management	For	For
1H	ELECTION OF DIRECTOR: K.W. SHARER	Management	For	For
1I	ELECTION OF DIRECTOR: C.R. SHOEMATE	Management	For	For
1J	ELECTION OF DIRECTOR: J.G. STUMPF	Management	For	For
1K	ELECTION OF DIRECTOR: R.D. SUGAR	Management	For	For
1L	ELECTION OF DIRECTOR: C. WARE	Management	For	For
1M	ELECTION OF DIRECTOR: J.S. WATSON	Management	For	For
02	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC	Management	For	For
	ACCOUNTING FIRM.
03	ADVISORY VOTE ON NAMED EXECUTIVE OFFICER	Management	Against	Against
	COMPENSATION.
04	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON NAMED EXECUTIVE OFFICER
	COMPENSATION.
05	INDEPENDENT DIRECTOR WITH ENVIRONMENTAL	Shareholder	Against	For
	EXPERTISE.
06	HUMAN RIGHTS COMMITTEE.	Shareholder	Against	For
07	SUSTAINABILITY METRIC FOR EXECUTIVE COMPENSATION.	Shareholder	For	Against
08	GUIDELINES FOR COUNTRY SELECTION.	Shareholder	Against	For
09	FINANCIAL RISKS FROM CLIMATE CHANGE.	Shareholder	Against	For
10	HYDRAULIC FRACTURING.	Shareholder	Against	For
11	OFFSHORE OIL WELLS.	Shareholder	Against	For

Page 32 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

WEATHERFORD INTERNATIONAL LTD
Security	H27013103	Meeting Type	Annual
Ticker Symbol	WFT	Meeting Date	25-May-2011
ISIN	CH0038838394	Agenda	933429359 - Management

Item	Proposal	Type	Vote	For/Against
				Management
01	APPROVAL OF THE 2010 ANNUAL REPORT, THE	Management	For	For
	CONSOLIDATED FINANCIAL STATEMENTS OF
	WEATHERFORD INTERNATIONAL LTD. FOR THE YEAR
	ENDED DECEMBER 31, 2010 AND THE STATUTORY
	FINANCIAL STATEMENTS OF WEATHERFORD
	INTERNATIONAL LTD. FOR THE YEAR ENDED DECEMBER
	31, 2010.
02	DISCHARGE OF THE BOARD OF DIRECTORS AND	Management	For	For
	EXECUTIVE OFFICERS FROM LIABILITY FOR ACTIONS OR
	OMISSIONS DURING THE YEAR ENDED DECEMBER 31, 2010.
3A	ELECTION OF DIRECTOR: BERNARD J. DUROC-DANNER	Management	For	For
3B	ELECTION OF DIRECTOR: SAMUEL W. BODMAN, III	Management	For	For
3C	ELECTION OF DIRECTOR: NICHOLAS F. BRADY	Management	For	For
3D	ELECTION OF DIRECTOR: DAVID J. BUTTERS	Management	For	For
3E	ELECTION OF DIRECTOR: WILLIAM E. MACAULAY	Management	For	For
3F	ELECTION OF DIRECTOR: ROBERT B. MILLARD	Management	For	For
3G	ELECTION OF DIRECTOR: ROBERT K. MOSES, JR.	Management	For	For
3H	ELECTION OF DIRECTOR: GUILLERMO ORTIZ	Management	For	For
3I	ELECTION OF DIRECTOR: EMYR JONES PARRY	Management	For	For
3J	ELECTION OF DIRECTOR: ROBERT A. RAYNE	Management	For	For
04	APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR
	ENDING DECEMBER 31, 2011 AND THE RE-ELECTION OF
	ERNST & YOUNG LTD, ZURICH AS STATUTORY AUDITOR
	FOR YEAR ENDING DECEMBER 31, 2011.
05	APPROVAL OF AN ADVISORY RESOLUTION REGARDING	Management	Against	Against
	EXECUTIVE COMPENSATION.
06	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.

ENERGYSOLUTIONS, INC.
Security	292756202	Meeting Type	Annual
Ticker Symbol	ES	Meeting Date	25-May-2011
ISIN		Agenda	933434083 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	STEVEN R. ROGEL		For	For
	2	J. BARNIE BEASLEY, JR		For	For
	3	VAL J. CHRISTENSEN		For	For
	4	PASCAL COLOMBANI		For	For
	5	J.I. "CHIP" EVEREST, II		For	For
	6	DAVID J. LOCKWOOD		For	For
	7	CLARE SPOTTISWOODE		For	For
	8	ROBERT A. WHITMAN		For	For
	9	DAVID B. WINDER		For	For
02	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &		Management	For	For
	YOUNG, LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011
	FISCAL YEAR.
03	PROPOSAL TO CONDUCT A NON-BINDING ADVISORY VOTE		Management	For	For
	ON THE COMPENSATION OF THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.
04	PROPOSAL TO CONDUCT A NON-BINDING ADVISORY VOTE		Management	1 Year	For
	ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY
	STOCKHOLDER VOTES TO APPROVE THE COMPENSATION
	OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

Page 33 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

GOOGLE INC.
Security	38259P508	Meeting Type	Annual
Ticker Symbol	GOOG	Meeting Date	02-Jun-2011
ISIN	US38259P5089	Agenda	933424373 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	LARRY PAGE		For	For
	2	SERGEY BRIN		For	For
	3	ERIC E. SCHMIDT		For	For
	4	L. JOHN DOERR		For	For
	5	JOHN L. HENNESSY		For	For
	6	ANN MATHER		For	For
	7	PAUL S. OTELLINI		For	For
	8	K. RAM SHRIRAM		For	For
	9	SHIRLEY M. TILGHMAN		For	For
02	THE RATIFICATION OF ERNST & YOUNG LLP AS GOOGLE'S		Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03	THE APPROVAL OF AN AMENDMENT TO GOOGLE'S 2004		Management	Against	Against
	STOCK PLAN TO INCREASE THE NUMBER OF AUTHORIZED
	SHARES OF CLASS A COMMON STOCK ISSUABLE UNDER
	THE PLAN BY 1,500,000.
04	THE APPROVAL OF 2010 COMPENSATION AWARDED TO		Management	Against	Against
	NAMED EXECUTIVE OFFICERS.
05	THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY		Management	1 Year	Against
	VOTES REGARDING COMPENSATION AWARDED TO NAMED
	EXECUTIVE OFFICERS.
06	A STOCKHOLDER PROPOSAL REGARDING THE FORMATION		Shareholder	Against	For
	OF A BOARD COMMITTEE ON SUSTAINABILITY, IF
	PROPERLY PRESENTED AT THE MEETING.
07	A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION		Shareholder	Against	For
	OF A SIMPLE MAJORITY VOTING STANDARD FOR
	STOCKHOLDER MATTERS, IF PROPERLY PRESENTED AT
	THE MEETING.
08	A STOCKHOLDER PROPOSAL REGARDING A CONFLICT OF		Shareholder	Against	For
	INTEREST AND CODE OF CONDUCT COMPLIANCE REPORT,
	IF PROPERLY PRESENTED AT THE MEETING.

ACTIVISION BLIZZARD, INC.
Security	00507V109	Meeting Type	Annual
Ticker Symbol	ATVI	Meeting Date	02-Jun-2011
ISIN	US00507V1098	Agenda	933427189 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: PHILIPPE G.H. CAPRON	Management	For	For
1B	ELECTION OF DIRECTOR: ROBERT J. CORTI	Management	For	For
1C	ELECTION OF DIRECTOR: FREDERIC R. CREPIN	Management	For	For
1D	ELECTION OF DIRECTOR: LUCIAN GRAINGE	Management	For	For
1E	ELECTION OF DIRECTOR: BRIAN G. KELLY	Management	For	For
1F	ELECTION OF DIRECTOR: ROBERT A. KOTICK	Management	For	For
1G	ELECTION OF DIRECTOR: JEAN-BERNARD LEVY	Management	For	For
1H	ELECTION OF DIRECTOR: ROBERT J. MORGADO	Management	For	For
1I	ELECTION OF DIRECTOR: STEPHANE ROUSSEL	Management	For	For
1J	ELECTION OF DIRECTOR: RICHARD SARNOFF	Management	For	For
1K	ELECTION OF DIRECTOR: REGIS TURRINI	Management	For	For
02	ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE	Management	Against	Against
	COMPENSATION.
03	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.

Page 34 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

INGERSOLL-RAND PLC
Security	G47791101	Meeting Type	Annual
Ticker Symbol	IR	Meeting Date	02-Jun-2011
ISIN	IE00B6330302	Agenda	933429171 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: A.C. BERZIN	Management	For	For
1B	ELECTION OF DIRECTOR: J. BRUTON	Management	For	For
1C	ELECTION OF DIRECTOR: J.L. COHON	Management	For	For
1D	ELECTION OF DIRECTOR: G.D. FORSEE	Management	For	For
1E	ELECTION OF DIRECTOR: P.C. GODSOE	Management	For	For
1F	ELECTION OF DIRECTOR: E.E. HAGENLOCKER	Management	For	For
1G	ELECTION OF DIRECTOR: C.J. HORNER	Management	For	For
1H	ELECTION OF DIRECTOR: M.W. LAMACH	Management	For	For
1I	ELECTION OF DIRECTOR: T.E. MARTIN	Management	For	For
1J	ELECTION OF DIRECTOR: R.J. SWIFT	Management	For	For
1K	ELECTION OF DIRECTOR: T.L. WHITE	Management	For	For
02	APPROVAL OF A NEW SENIOR EXECUTIVE PERFORMANCE	Management	For	For
	PLAN.
03	ADVISORY VOTE ON THE COMPENSATION OF THE	Management	For	For
	COMPANY'S NAMED EXECUTIVE OFFICERS.
04	ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY	Management	1 Year	For
	VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.
05	APPROVAL OF AUTHORITY FOR THE COMPANY AND/OR	Management	For	For
	ANY SUBSIDIARY OF THE COMPANY TO MAKE MARKET
	PURCHASES OF COMPANY SHARES.
06	APPROVAL OF THE APPOINTMENT OF INDEPENDENT	Management	For	For
	AUDITORS AND AUTHORIZATION OF THE AUDIT
	COMMITTEE TO SET THE AUDITORS' REMUNERATION.

WAL-MART STORES, INC.
Security	931142103	Meeting Type	Annual
Ticker Symbol	WMT	Meeting Date	03-Jun-2011
ISIN	US9311421039	Agenda	933425236 - Management

Item	Proposal	Type	Vote	For/Against
				Management
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: MICHAEL T. DUKE	Management	For	For
1H	ELECTION OF DIRECTOR: GREGORY B. PENNER	Management	For	For
1I	ELECTION OF DIRECTOR: STEVEN S REINEMUND	Management	For	For
1J	ELECTION OF DIRECTOR: H. LEE SCOTT, JR.	Management	For	For
1K	ELECTION OF DIRECTOR: ARNE M. SORENSON	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	ADVISORY VOTE ON EXECUTIVE COMPENSATION	Management	Against	Against
04	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION
05	GENDER IDENTITY NON-DISCRIMINATION POLICY	Shareholder	Against	For
06	POLITICAL CONTRIBUTIONS REPORT	Shareholder	For	Against
07	SPECIAL SHAREOWNER MEETINGS	Shareholder	Against	For
08	REQUIRE SUPPLIER(S) TO PUBLISH AN ANNUAL	Shareholder	Against	For
	SUSTAINABILITY REPORT
09	CLIMATE CHANGE RISK DISCLOSURE	Shareholder	Against	For

Page 35 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

ALLIANCE DATA SYSTEMS CORPORATION
Security	018581108	Meeting Type	Annual
Ticker Symbol	ADS	Meeting Date	07-Jun-2011
ISIN	US0185811082	Agenda	933436772 - Management

Item	Proposal		Type	Vote	For/Against
					Management
1	DIRECTOR		Management
	1	BRUCE K. ANDERSON		For	For
	2	ROGER H. BALLOU		For	For
	3	E. LINN DRAPER, JR.		For	For
2	APPROVAL OF EXECUTIVE COMPENSATION.		Management	For	For
3	APPROVAL OF THE FREQUENCY OF AN ADVISORY VOTE		Management	1 Year	For
	ON EXECUTIVE COMPENSATION.
4	TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS		Management	For	For
	THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM OF ALLIANCE DATA SYSTEMS CORPORATION FOR
	2011.

DEVON ENERGY CORPORATION
Security	25179M103	Meeting Type	Annual
Ticker Symbol	DVN	Meeting Date	08-Jun-2011
ISIN	US25179M1036	Agenda	933435491 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	ROBERT H. HENRY		For	For
	2	JOHN A. HILL		For	For
	3	MICHAEL M. KANOVSKY		For	For
	4	ROBERT A. MOSBACHER, JR		For	For
	5	J. LARRY NICHOLS		For	For
	6	DUANE C. RADTKE		For	For
	7	MARY P. RICCIARDELLO		For	For
	8	JOHN RICHELS		For	For
02	ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	Against	Against
03	ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY		Management	1 Year	For
	VOTE ON EXECUTIVE COMPENSATION.
04	AMEND THE RESTATED CERTIFICATE OF INCORPORATION		Management	For	For
	TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS.
05	AMEND AND RESTATE THE RESTATED CERTIFICATE OF		Management	For	For
	INCORPORATION TO REMOVE UNNECESSARY AND
	OUTDATED PROVISIONS.
06	RATIFY THE APPOINTMENT OF THE COMPANY'S		Management	For	For
	INDEPENDENT AUDITORS FOR 2011.
07	SHAREHOLDER ACTION BY WRITTEN CONSENT.		Shareholder	Against	For

TARGET CORPORATION
Security	87612E106	Meeting Type	Annual
Ticker Symbol	TGT	Meeting Date	08-Jun-2011
ISIN	US87612E1064	Agenda	933437837 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: ROXANNE S. AUSTIN	Management	For	For
1B	ELECTION OF DIRECTOR: CALVIN DARDEN	Management	For	For
1C	ELECTION OF DIRECTOR: MARY N. DILLON	Management	For	For
1D	ELECTION OF DIRECTOR: JAMES A. JOHNSON	Management	For	For
1E	ELECTION OF DIRECTOR: MARY E. MINNICK	Management	For	For
1F	ELECTION OF DIRECTOR: ANNE M. MULCAHY	Management	For	For
1G	ELECTION OF DIRECTOR: DERICA W. RICE	Management	For	For
1H	ELECTION OF DIRECTOR: STEPHEN W. SANGER	Management	For	For
1I	ELECTION OF DIRECTOR: GREGG W. STEINHAFEL	Management	For	For
1J	ELECTION OF DIRECTOR: JOHN G. STUMPF	Management	For	For
1K	ELECTION OF DIRECTOR: SOLOMON D. TRUJILLO	Management	For	For
02	COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF	Management	For	For
	ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED
	PUBLIC ACCOUNTANTS.
03	COMPANY PROPOSAL TO APPROVE THE TARGET	Management	Against	Against
	CORPORATION 2011 LONG-TERM INCENTIVE PLAN.
04	COMPANY PROPOSAL TO CAST A NON-BINDING ADVISORY	Management	Against	Against
	VOTE ON EXECUTIVE COMPENSATION ("SAY-ON-PAY").
05	COMPANY PROPOSAL TO CAST A NON-BINDING ADVISORY	Management	1 Year	For
	VOTE ON THE FREQUENCY OF SAY-ON-PAY VOTES.
06	SHAREHOLDER PROPOSAL ON COMPENSATION	Shareholder	Against	For
	BENCHMARKING.
07	SHAREHOLDER PROPOSAL ON ELECTRONICS RECYCLING.	Shareholder	Against	For

Page 36 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

JARDEN CORPORATION
Security	471109108	Meeting Type	Annual
Ticker Symbol	JAH	Meeting Date	13-Jun-2011
ISIN	US4711091086	Agenda	933436861 - Management

Item	Proposal		Type	Vote	For/Against
					Management
1	DIRECTOR		Management
	1	WILLIAM J. GRANT		For	For
	2	RICHARD J. HECKMANN		For	For
	3	IRWIN D. SIMON		For	For
2	APPROVAL OF AN AMENDMENT TO THE COMPANY'S		Management	Against	Against
	RESTATED CERTIFICATE OF INCORPORATION, AS
	AMENDED, TO INCREASE THE NUMBER OF SHARES OF
	AUTHORIZED COMMON STOCK FROM 150,000,000 TO
	300,000,000 SHARES.
3	APPROVAL OF AN AMENDMENT TO THE COMPANY'S		Management	For	For
	RESTATED CERTIFICATE OF INCORPORATION, AS
	AMENDED, TO INCREASE THE MAXIMUM PERMITTED
	NUMBER OF DIRECTORS ON THE COMPANY'S BOARD OF
	DIRECTORS FROM NINE TO TEN.
4	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE YEAR ENDING DECEMBER 31, 2011.
5	AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	Against	Against
6	AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE		Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.

FREEPORT-MCMORAN COPPER & GOLD INC.
Security	35671D857	Meeting Type	Annual
Ticker Symbol	FCX	Meeting Date	15-Jun-2011
ISIN	US35671D8570	Agenda	933435720 - Management

Item	Proposal		Type	Vote	For/Against
					Management
1	DIRECTOR		Management
	1	RICHARD C. ADKERSON		For	For
	2	ROBERT J. ALLISON, JR.		For	For
	3	ROBERT A. DAY		For	For
	4	GERALD J. FORD		For	For
	5	H. DEVON GRAHAM, JR.		For	For
	6	CHARLES C. KRULAK		For	For
	7	BOBBY LEE LACKEY		For	For
	8	JON C. MADONNA		For	For
	9	DUSTAN E. MCCOY		For	For
	10	JAMES R. MOFFETT		For	For
	11	B.M. RANKIN, JR.		For	For
	12	STEPHEN H. SIEGELE		For	For
2	APPROVAL, ON AN ADVISORY BASIS, OF THE		Management	For	For
	COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
3	APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY		Management	1 Year	For
	OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF
	OUR NAMED EXECUTIVE OFFICERS.
4	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG		Management	For	For
	LLP AS THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.
5	STOCKHOLDER PROPOSAL REGARDING THE SELECTION		Shareholder	Against	For
	OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE TO BE
	RECOMMENDED FOR ELECTION TO THE COMPANY'S
	BOARD OF DIRECTORS.

Page 37 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

BEST BUY CO., INC.
Security	086516101	Meeting Type	Annual
Ticker Symbol	BBY	Meeting Date	21-Jun-2011
ISIN	US0865161014	Agenda	933469252 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	RONALD JAMES		For	For
	2	SANJAY KHOSLA		For	For
	3	GEORGE L. MIKAN III		For	For
	4	MATTHEW H. PAULL		For	For
	5	RICHARD M. SCHULZE		For	For
	6	HATIM A. TYABJI		For	For
02	RATIFICATION OF THE APPOINTMENT OF DELOITTE &		Management	For	For
	TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH
	3, 2012.
03	APPROVAL OF AN AMENDMENT AND RESTATEMENT OF		Management	For	For
	OUR AMENDED AND RESTATED BY-LAWS TO REMOVE THE
	MAXIMUM FOR THE NUMBER OF DIRECTORS SERVING ON
	THE BOARD OF DIRECTORS AND TO AUTHORIZE THE
	BOARD OF DIRECTORS TO DETERMINE THE NUMBER OF
	DIRECTORS SERVING FROM TIME TO TIME.
04	APPROVAL OF AMENDMENTS TO OUR 2004 OMNIBUS		Management	Against	Against
	STOCK AND INCENTIVE PLAN, AS AMENDED.
05	APPROVAL OF OUR EXECUTIVE SHORT-TERM INCENTIVE		Management	Against	Against
	PLAN.
06	ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	For	For
07	ADVISORY VOTE ON FREQUENCY OF SHAREHOLDER		Management	1 Year	Against
	ADVISORY VOTES ON OUR EXECUTIVE COMPENSATION.
08	VOTE ON THE NON-BINDING SHAREHOLDER PROPOSAL		Shareholder	For	Against
	REGARDING DECLASSIFICATION OF OUR BOARD OF
	DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING.

BED BATH & BEYOND INC.
Security	075896100	Meeting Type	Annual
Ticker Symbol	BBBY	Meeting Date	23-Jun-2011
ISIN	US0758961009	Agenda	933466763 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: WARREN EISENBERG	Management	Against	Against
1B	ELECTION OF DIRECTOR: LEONARD FEINSTEIN	Management	Against	Against
1C	ELECTION OF DIRECTOR: STEVEN H. TEMARES	Management	Against	Against
1D	ELECTION OF DIRECTOR: DEAN S. ADLER	Management	Against	Against
1E	ELECTION OF DIRECTOR: STANLEY F. BARSHAY	Management	Against	Against
1F	ELECTION OF DIRECTOR: KLAUS EPPLER	Management	Against	Against
1G	ELECTION OF DIRECTOR: PATRICK R. GASTON	Management	Against	Against
1H	ELECTION OF DIRECTOR: JORDAN HELLER	Management	Against	Against
1I	ELECTION OF DIRECTOR: VICTORIA A. MORRISON	Management	Against	Against
02	RATIFICATION OF THE APPOINTMENT OF KPMG LLP	Management	For	For
03	TO APPROVE, BY NON-BINDING VOTE, THE 2010	Management	Against	Against
	COMPENSATION PAID TO THE COMPANY'S NAMED
	EXECUTIVE OFFICERS
04	TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY	Management	1 Year	For
	OF FUTURE ADVISORY VOTES ON EXECUTIVE
	COMPENSATION

Page 38 of 39

Thompson Plumb Growth Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

MOBILE MINI, INC.
Security	60740F105	Meeting Type	Annual
Ticker Symbol	MINI	Meeting Date	28-Jun-2011
ISIN	US60740F1057	Agenda	933449995 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	STEVEN G. BUNGER		For	For
	2	SANJAY SWANI		For	For
	3	MICHAEL L. WATTS		For	For
02	RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP		Management	For	For
	AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
	2011.
03	ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	For	For
04	ADVISORY VOTE ON THE FREQUENCY OF FUTURE		Management	1 Year	Against
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.

Page 39 of 39

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

VIRTUAL RADIOLOGIC CORPORATION
Security	92826B104	Meeting Type	Special
Ticker Symbol	VRAD	Meeting Date	12-Jul-2010
ISIN	US92826B1044	Agenda	933304420 - Management

Item	Proposal	Type	Vote	For/Against
				Management
01	APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN	Management	For	For
	OF MERGER, DATED AS OF MAY 16, 2010, BY AND AMONG
	VIKING HOLDINGS LLC, VIKING ACQUISITION
	CORPORATION AND VIRTUAL RADIOLOGIC CORPORATION
	AND THE MERGER CONTEMPLATED THEREBY, AS IT MAY
	BE AMENDED FROM TIME TO TIME.
02	APPROVAL OF THE ADJOURNMENT OR POSTPONEMENT OF	Management	For	For
	THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
	TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
	INSUFFICIENT VOTES PROPERLY CAST AT THE TIME OF
	THE MEETING TO APPROVE AND ADOPT THE AGREEMENT
	AND PLAN OF MERGER.

FLEXTRONICS INTERNATIONAL LTD.
Security	Y2573F102	Meeting Type	Annual
Ticker Symbol	FLEX	Meeting Date	23-Jul-2010
ISIN	SG9999000020	Agenda	933299340 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: H. RAYMOND BINGHAM	Management	For	For
1B	ELECTION OF DIRECTOR: DR. WILLY C. SHIH	Management	For	For
2	TO APPROVE THE RE-APPOINTMENT OF DELOITTE &	Management	For	For
	TOUCHE LLP AS FLEXTRONICS'S INDEPENDENT AUDITORS
	FOR THE 2011 FISCAL YEAR AND TO AUTHORIZE THE
	BOARD OF DIRECTORS TO FIX ITS REMUNERATION.
3	TO APPROVE THE GENERAL AUTHORIZATION FOR THE	Management	For	For
	DIRECTORS OF FLEXTRONICS TO ALLOT AND ISSUE
	ORDINARY SHARES.
4	TO APPROVE THE ADOPTION OF THE FLEXTRONICS	Management	For	For
	INTERNATIONAL LTD. 2010 EQUITY INCENTIVE PLAN.
S1	TO APPROVE THE RENEWAL OF THE SHARE PURCHASE	Management	For	For
	MANDATE RELATING TO ACQUISITIONS BY FLEXTRONICS
	OF ITS OWN ISSUED ORDINARY SHARES.

MCKESSON CORPORATION
Security	58155Q103	Meeting Type	Annual
Ticker Symbol	MCK	Meeting Date	28-Jul-2010
ISIN	US58155Q1031	Agenda	933303834 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: ANDY D. BRYANT	Management	For	For
1B	ELECTION OF DIRECTOR: WAYNE A. BUDD	Management	For	For
1C	ELECTION OF DIRECTOR: JOHN H. HAMMERGREN	Management	For	For
1D	ELECTION OF DIRECTOR: ALTON F. IRBY III	Management	For	For
1E	ELECTION OF DIRECTOR: M. CHRISTINE JACOBS	Management	For	For
1F	ELECTION OF DIRECTOR: MARIE L. KNOWLES	Management	For	For
1G	ELECTION OF DIRECTOR: DAVID M. LAWRENCE, M.D.	Management	For	For
1H	ELECTION OF DIRECTOR: EDWARD A. MUELLER	Management	For	For
1I	ELECTION OF DIRECTOR: JANE E. SHAW, PH.D.	Management	For	For
02	REAPPROVAL OF THE PERFORMANCE MEASURES FOR	Management	For	For
	PERFORMANCE-BASED AWARDS UNDER THE COMPANY'S
	AMENDED AND RESTATED 2005 STOCK PLAN.
03	REAPPROVAL OF PERFORMANCE MEASURES AVAILABLE	Management	For	For
	FOR PERFORMANCE-BASED AWARDS UNDER 2005
	MANAGEMENT INCENTIVE PLAN.
04	APPOINTMENT OF DELOITTE & TOUCHE LLP AS	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE YEAR ENDING MARCH 31, 2011.
05	STOCKHOLDER PROPOSAL ON SIGNIFICANT EXECUTIVE	Shareholder	Against	For
	STOCK RETENTION FOR TWO YEARS BEYOND
	RETIREMENT.
06	STOCKHOLDER PROPOSAL ON PREPARING A PAY	Shareholder	Against	For
	DIFFERENTIAL REPORT.

Page 1 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

ALLIANT TECHSYSTEMS INC.
Security	018804104	Meeting Type	Annual
Ticker Symbol	ATK	Meeting Date	03-Aug-2010
ISIN	US0188041042	Agenda	933302488 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	ROXANNE J. DECYK		For	For
	2	MARK W. DEYOUNG		For	For
	3	MARTIN C. FAGA		For	For
	4	RONALD R. FOGLEMAN		For	For
	5	APRIL H. FOLEY		For	For
	6	TIG H. KREKEL		For	For
	7	DOUGLAS L. MAINE		For	For
	8	ROMAN MARTINEZ IV		For	For
	9	MARK H. RONALD		For	For
	10	WILLIAM G. VAN DYKE		For	For
02	APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC		Management	For	For
	ACCOUNTING FIRM

ELECTRONIC ARTS INC.
Security	285512109	Meeting Type	Annual
Ticker Symbol	ERTS	Meeting Date	05-Aug-2010
ISIN	US2855121099	Agenda	933304759 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: LEONARD S. COLEMAN	Management	For	For
1B	ELECTION OF DIRECTOR: JEFFREY T. HUBER	Management	For	For
1C	ELECTION OF DIRECTOR: GARY M. KUSIN	Management	For	For
1D	ELECTION OF DIRECTOR: GERALDINE B. LAYBOURNE	Management	For	For
1E	ELECTION OF DIRECTOR: GREGORY B. MAFFEI	Management	For	For
1F	ELECTION OF DIRECTOR: VIVEK PAUL	Management	For	For
1G	ELECTION OF DIRECTOR: LAWRENCE F. PROBST III	Management	For	For
1H	ELECTION OF DIRECTOR: JOHN S. RICCITIELLO	Management	For	For
1I	ELECTION OF DIRECTOR: RICHARD A. SIMONSON	Management	For	For
1J	ELECTION OF DIRECTOR: LINDA J. SRERE	Management	For	For
2	APPROVE AMENDMENTS TO THE 2000 EQUITY INCENTIVE	Management	Against	Against
	PLAN.
3	APPROVE AN AMENDMENT TO THE 2000 EMPLOYEE STOCK	Management	For	For
	PURCHASE PLAN.
4	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS	Management	For	For
	INDEPENDENT AUDITORS FOR FISCAL 2011.

Page 2 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

XILINX, INC.
Security	983919101	Meeting Type	Annual
Ticker Symbol	XLNX	Meeting Date	11-Aug-2010
ISIN	US9839191015	Agenda	933302882 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: PHILIP T. GIANOS	Management	For	For
1B	ELECTION OF DIRECTOR: MOSHE N. GAVRIELOV	Management	For	For
1C	ELECTION OF DIRECTOR: JOHN L. DOYLE	Management	For	For
1D	ELECTION OF DIRECTOR: JERALD G. FISHMAN	Management	For	For
1E	ELECTION OF DIRECTOR: WILLIAM G. HOWARD, JR.	Management	For	For
1F	ELECTION OF DIRECTOR: J. MICHAEL PATTERSON	Management	For	For
1G	ELECTION OF DIRECTOR: ALBERT A. PIMENTEL	Management	For	For
1H	ELECTION OF DIRECTOR: MARSHALL C. TURNER	Management	For	For
1I	ELECTION OF DIRECTOR: ELIZABETH W. VANDERSLICE	Management	For	For
02	PROPOSAL TO APPROVE AN AMENDMENT TO THE	Management	For	For
	COMPANY'S 1990 EMPLOYEE QUALIFIED STOCK PURCHASE
	PLAN TO INCREASE THE NUMBER OF SHARES RESERVED
	FOR ISSUANCE THEREUNDER BY 2,000,000 SHARES.
03	APPROVE AN AMENDMENT TO 2007 EQUITY INCENTIVE	Management	For	For
	PLAN TO INCREASE NUMBER OF SHARES RESERVED FOR
	ISSUANCE BY 4,500,000 SHARES.
04	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &	Management	For	For
	YOUNG LLP AS THE COMPANY'S EXTERNAL AUDITORS FOR
	FISCAL 2011.

THE J. M. SMUCKER COMPANY
Security	832696405	Meeting Type	Annual
Ticker Symbol	SJM	Meeting Date	18-Aug-2010
ISIN	US8326964058	Agenda	933307375 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: KATHRYN W. DINDO	Management	Against	Against
1B	ELECTION OF DIRECTOR: RICHARD K. SMUCKER	Management	Against	Against
1C	ELECTION OF DIRECTOR: WILLIAM H. STEINBRINK	Management	Against	Against
1D	ELECTION OF DIRECTOR: PAUL SMUCKER WAGSTAFF	Management	Against	Against
02	RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP	Management	For	For
	AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE 2011 FISCAL YEAR.
03	APPROVAL OF THE J.M. SMUCKER COMPANY 2010 EQUITY	Management	For	For
	AND INCENTIVE COMPENSATION PLAN.

SMITH INTERNATIONAL, INC.
Security	832110100	Meeting Type	Annual
Ticker Symbol	SII	Meeting Date	24-Aug-2010
ISIN	US8321101003	Agenda	933314356 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	TO APPROVE THE PROPOSAL TO ADOPT THE AGREEMENT		Management	For	For
	AND PLAN OF MERGER, DATED AS OF FEBRUARY 21, 2010,
	AS IT MAY BE AMENDED FROM TIME TO TIME, AMONG
	SCHLUMBERGER LIMITED, TURNBERRY MERGER SUB INC.,
	AND SMITH INTERNATIONAL, INC.
02	DIRECTOR		Management
	1	JAMES R. GIBBS		For	For
	2	DUANE C. RADTKE		For	For
	3	JOHN YEARWOOD		For	For
03	TO APPROVE THE SMITH INTERNATIONAL, INC. 1989 LONG-		Management	For	For
	TERM INCENTIVE COMPENSATION PLAN, AS AMENDED AND
	RESTATED.
04	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP		Management	For	For
	AS SMITH'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2010.
05	TO APPROVE THE ADJOURNMENT OF SMITH'S ANNUAL		Management	For	For
	MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
	PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT
	THE MERGER AGREEMENT AT THE TIME OF THE ANNUAL
	MEETING.

Page 3 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

PATTERSON COMPANIES, INC.
Security	703395103	Meeting Type	Annual
Ticker Symbol	PDCO	Meeting Date	13-Sep-2010
ISIN	US7033951036	Agenda	933315601 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	JOHN D. BUCK*		For	For
	2	PETER L. FRECHETTE*		For	For
	3	CHARLES REICH*		For	For
	4	BRIAN S. TYLER*		For	For
	5	SCOTT P. ANDERSON**		For	For
02	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS		Management	For	For
	OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR THE FISCAL YEAR ENDING APRIL 30, 2011.

DARDEN RESTAURANTS, INC.
Security	237194105	Meeting Type	Annual
Ticker Symbol	DRI	Meeting Date	14-Sep-2010
ISIN	US2371941053	Agenda	933313152 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	LEONARD L. BERRY		For	For
	2	ODIE C. DONALD		For	For
	3	CHRISTOPHER J. FRALEIGH		For	For
	4	VICTORIA D. HARKER		For	For
	5	DAVID H. HUGHES		For	For
	6	CHARLES A. LEDSINGER JR		For	For
	7	WILLIAM M. LEWIS, JR.		For	For
	8	SENATOR CONNIE MACK III		For	For
	9	ANDREW H. MADSEN		For	For
	10	CLARENCE OTIS, JR.		For	For
	11	MICHAEL D. ROSE		For	For
	12	MARIA A. SASTRE		For	For
02	TO APPROVE THE AMENDED DARDEN RESTAURANTS, INC.		Management	For	For
	2002 STOCK INCENTIVE PLAN.
03	TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR		Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE FISCAL YEAR ENDING MAY 29, 2011.

AIRGAS, INC.
Security	009363102	Meeting Type	Contested-Annual
Ticker Symbol	ARG	Meeting Date	15-Sep-2010
ISIN	US0093631028	Agenda	933313265 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	PETER MCCAUSLAND		For	For
	2	W. THACHER BROWN		For	For
	3	RICHARD C. ILL		For	For
02	RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S		Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03	APPROVE AMENDMENT TO THE AMENDED AND RESTATED		Management	For	For
	2003 EMPLOYEE STOCK PURCHASE PLAN.
04	AIR PRODUCTS' PROPOSAL TO IMPLEMENT DIRECTOR		Shareholder	For	Against
	DISQUALIFICATION REQUIREMENTS.
05	AIR PRODUCTS' PROPOSAL TO ACCELERATE THE 2011		Shareholder	Against	For
	ANNUAL MEETING AND REQUIRE JANUARY ANNUAL
	MEETINGS.
06	AIR PRODUCTS' BY-LAW AMENDMENT REPEAL PROPOSAL.		Shareholder	For	Against

Page 4 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

CINTAS CORPORATION
Security	172908105	Meeting Type	Annual
Ticker Symbol	CTAS	Meeting Date	26-Oct-2010
ISIN	US1729081059	Agenda	933328242 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: GERALD S. ADOLPH	Management	Against	Against
1B	ELECTION OF DIRECTOR: RICHARD T. FARMER	Management	Against	Against
1C	ELECTION OF DIRECTOR: SCOTT D. FARMER	Management	Against	Against
1D	ELECTION OF DIRECTOR: JAMES J. JOHNSON	Management	Against	Against
1E	ELECTION OF DIRECTOR: ROBERT J. KOHLHEPP	Management	Against	Against
1F	ELECTION OF DIRECTOR: DAVID C. PHILLIPS	Management	Against	Against
1G	ELECTION OF DIRECTOR: JOSEPH SCAMINACE	Management	Against	Against
1H	ELECTION OF DIRECTOR: RONALD W. TYSOE	Management	Against	Against
02	TO RATIFY ERNST & YOUNG LLP AS OUR INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR
	2011.

LINEAR TECHNOLOGY CORPORATION
Security	535678106	Meeting Type	Annual
Ticker Symbol	LLTC	Meeting Date	03-Nov-2010
ISIN	US5356781063	Agenda	933329662 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	ROBERT H. SWANSON, JR.		For	For
	2	LOTHAR MAIER		For	For
	3	ARTHUR C. AGNOS		For	For
	4	JOHN J. GORDON		For	For
	5	DAVID S. LEE		For	For
	6	RICHARD M. MOLEY		For	For
	7	THOMAS S. VOLPE		For	For
02	TO APPROVE THE COMPANY'S 2010 EQUITY INCENTIVE		Management	For	For
	PLAN.
03	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS		Management	For	For
	THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
	JULY 3, 2011.

COACH, INC.
Security	189754104	Meeting Type	Annual
Ticker Symbol	COH	Meeting Date	03-Nov-2010
ISIN	US1897541041	Agenda	933330350 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	LEW FRANKFORT		For	For
	2	SUSAN KROPF		For	For
	3	GARY LOVEMAN		For	For
	4	IVAN MENEZES		For	For
	5	IRENE MILLER		For	For
	6	MICHAEL MURPHY		For	For
	7	JIDE ZEITLIN		For	For
02	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP		Management	For	For
	AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL
	YEAR 2011
03	TO APPROVE THE COACH, INC. 2010 STOCK INCENTIVE		Management	For	For
	PLAN
04	TO VOTE ON A STOCKHOLDER PROPOSAL		Shareholder	Against	For

Page 5 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

MAXIM INTEGRATED PRODUCTS, INC.
Security	57772K101	Meeting Type	Annual
Ticker Symbol	MXIM	Meeting Date	09-Nov-2010
ISIN	US57772K1016	Agenda	933332291 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	TUNC DOLUCA		For	For
	2	B. KIPLING HAGOPIAN		For	For
	3	JAMES R. BERGMAN		For	For
	4	JOSEPH R. BRONSON		For	For
	5	ROBERT E. GRADY		For	For
	6	WILLIAM D. WATKINS		For	For
	7	A.R. FRANK WAZZAN		For	For
02	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP		Management	For	For
	AS MAXIM'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE
	25, 2011.
03	TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM'S		Management	For	For
	2008 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE
	THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE
	THEREUNDER BY 2,000,000 SHARES.
04	TO RATIFY AND APPROVE AN AMENDMENT TO MAXIM'S		Management	For	For
	AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN TO
	INCREASE THE NUMBER OF SHARES AVAILABLE FOR
	ISSUANCE THEREUNDER BY 7,000,000 SHARES.

RESMED INC.
Security	761152107	Meeting Type	Annual
Ticker Symbol	RMD	Meeting Date	11-Nov-2010
ISIN	US7611521078	Agenda	933333356 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: KIERAN GALLAHUE	Management	For	For
1B	ELECTION OF DIRECTOR: MICHAEL QUINN	Management	For	For
1C	ELECTION OF DIRECTOR: RICHARD SULPIZIO	Management	For	For
02	TO APPROVE AN INCREASE IN THE MAXIMUM AGGREGATE	Management	For	For
	LIMIT OF DIRECTORS' FEES WE MAY PAY IN ANY FISCAL
	YEAR TO ALL NON-EXECUTIVE DIRECTORS, AS A GROUP,
	FROM THE CURRENT LIMIT OF $400,000 TO A MAXIMUM
	AGGREGATE AMOUNT NOT TO EXCEED $800,000 DURING
	ANY FISCAL YEAR.
03	TO AMEND THE CERTIFICATE OF INCORPORATION TO	Management	For	For
	INCREASE THE NUMBER OF AUTHORIZED SHARES OF
	RESMED'S COMMON STOCK FROM 200,000,000 TO
	350,000,000 SHARES.
04	RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR	Management	For	For
	INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
	JUNE 30, 2011.

PACTIV CORPORATION
Security	695257105	Meeting Type	Special
Ticker Symbol	PTV	Meeting Date	15-Nov-2010
ISIN	US6952571056	Agenda	933339675 - Management

Item	Proposal	Type	Vote	For/Against
				Management
01	TO ADOPT THE AGREEMENT AND PLAN OF MERGER,	Management	For	For
	DATED AS OF AUGUST 16, 2010, BY AND AMONG PACTIV
	CORPORATION, RANK GROUP LIMITED, REYNOLDS GROUP
	HOLDINGS LIMITED AND REYNOLDS ACQUISITION
	CORPORATION, AN INDIRECT WHOLLY OWNED SUBSIDIARY
	OF REYNOLDS GROUP HOLDINGS LIMITED, AND APPROVE
	THE TRANSACTIONS CONTEMPLATED THEREBY.
02	TO ADJOURN THE SPECIAL MEETING TO SOLICIT	Management	For	For
	ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT
	VOTES IN FAVOR OF ADOPTING THE MERGER AGREEMENT
	AND APPROVING THE TRANSACTIONS CONTEMPLATED
	THEREBY AT THE TIME OF THE SPECIAL MEETING.

Page 6 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

JDS UNIPHASE CORPORATION
Security	46612J507	Meeting Type	Annual
Ticker Symbol	JDSU	Meeting Date	30-Nov-2010
ISIN	US46612J5074	Agenda	933336833 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	MARTIN A. KAPLAN		For	For
	2	KEVIN J. KENNEDY		For	For
02	TO APPROVE AN AMENDMENT TO OUR AMENDED AND		Management	Against	Against
	RESTATED 2003 EQUITY INCENTIVE PLAN.
03	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR JDS
	UNIPHASE CORPORATION FOR THE FISCAL YEAR ENDING
	JUNE 30, 2011.

LIONS GATE ENTERTAINMENT CORP.
Security	535919203	Meeting Type	Contested-Annual
Ticker Symbol	LGF	Meeting Date	14-Dec-2010
ISIN	CA5359192039	Agenda	933357318 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	NORMAN BACAL		For	For
	2	MICHAEL BURNS		For	For
	3	ARTHUR EVRENSEL		For	For
	4	JON FELTHEIMER		For	For
	5	FRANK GIUSTRA		For	For
	6	MORLEY KOFFMAN		For	For
	7	HARALD LUDWIG		For	For
	8	G. SCOTT PATERSON		For	For
	9	MARK H. RACHESKY, M.D.		For	For
	10	DARYL SIMM		For	For
	11	HARDWICK SIMMONS		For	For
	12	PHYLLIS YAFFE		For	For
02	PROPOSAL TO REAPPOINT ERNST & YOUNG LLP AS THE		Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE COMPANY.
03	IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO		Management	For	For
	VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
	COME BEFORE THE MEETING.

Page 7 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

THE SCOTTS MIRACLE-GRO CO.
Security	810186106	Meeting Type	Annual
Ticker Symbol	SMG	Meeting Date	20-Jan-2011
ISIN	US8101861065	Agenda	933358473 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	JAMES HAGEDORN		For	For
	2	WILLIAM G. JURGENSEN		For	For
	3	NANCY G. MISTRETTA		For	For
	4	STEPHANIE M. SHERN		For	For
02	RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE		Management	For	For
	LLP AS THE COMPANY'S INDEPENDENT REGISTERED
	PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	SEPTEMBER 30, 2011.
03	APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE		Management	For	For
	CRITERIA UNDER THE SCOTTS MIRACLE-GRO COMPANY
	AMENDED AND RESTATED 2006 LONG-TERM INCENTIVE
	PLAN.
04	APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE		Management	For	For
	CRITERIA UNDER THE SCOTTS COMPANY LLC AMENDED
	AND RESTATED EXECUTIVE INCENTIVE PLAN.

MWI VETERINARY SUPPLY, INC.
Security	55402X105	Meeting Type	Annual
Ticker Symbol	MWIV	Meeting Date	08-Feb-2011
ISIN	US55402X1054	Agenda	933362078 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	KEITH E. ALESSI		For	For
	2	BRUCE C. BRUCKMANN		For	For
	3	JAMES F. CLEARY, JR.		For	For
	4	JOHN F. MCNAMARA		For	For
	5	A. CRAIG OLSON		For	For
	6	ROBERT N. REBHOLTZ, JR.		For	For
	7	WILLIAM J. ROBISON		For	For
02	RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE		Management	For	For
	LLP AS THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM
03	A NON-BINDING ADVISORY VOTE ON SAY-ON-PAY		Management	3 Years	For
	FREQUENCY
04	A NON-BINDING ADVISORY VOTE ON EXECUTIVE		Management	For	For
	COMPENSATION

HELMERICH & PAYNE, INC.
Security	423452101	Meeting Type	Annual
Ticker Symbol	HP	Meeting Date	02-Mar-2011
ISIN	US4234521015	Agenda	933368537 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	JOHN D. ZEGLIS		For	For
	2	WILLIAM L. ARMSTRONG		For	For
02	RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS FOR		Management	For	For
	2011.
03	APPROVAL OF THE HELMERICH & PAYNE, INC. 2010 LONG-		Management	For	For
	TERM INCENTIVE PLAN.
04	ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	For	For
05	ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY		Management	1 Year	Against
	VOTE ON EXECUTIVE COMPENSATION.
06	STOCKHOLDER PROPOSAL TO ELIMINATE CLASSIFICATION		Shareholder	For	Against
	OF THE TERMS OF THE COMPANY'S BOARD OF DIRECTORS
	TO REQUIRE THAT ALL DIRECTORS STAND FOR ELECTION
	ANNUALLY.

Page 8 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)
Security	806857108	Meeting Type	Annual
Ticker Symbol	SLB	Meeting Date	06-Apr-2011
ISIN	AN8068571086	Agenda	933377106 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: P. CAMUS	Management	For	For
1B	ELECTION OF DIRECTOR: P. CURRIE	Management	For	For
1C	ELECTION OF DIRECTOR: A. GOULD	Management	For	For
1D	ELECTION OF DIRECTOR: T. ISAAC	Management	For	For
1E	ELECTION OF DIRECTOR: K.V. KAMATH	Management	For	For
1F	ELECTION OF DIRECTOR: N. KUDRYAVTSEV	Management	For	For
1G	ELECTION OF DIRECTOR: A. LAJOUS	Management	For	For
1H	ELECTION OF DIRECTOR: M.E. MARKS	Management	For	For
1I	ELECTION OF DIRECTOR: E. MOLER	Management	For	For
1J	ELECTION OF DIRECTOR: L.R. REIF	Management	For	For
1K	ELECTION OF DIRECTOR: T.I. SANDVOLD	Management	For	For
1L	ELECTION OF DIRECTOR: H. SEYDOUX	Management	For	For
1M	ELECTION OF DIRECTOR: P. KIBSGAARD	Management	For	For
1N	ELECTION OF DIRECTOR: L.S. OLAYAN	Management	For	For
02	TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE	Management	For	For
	COMPENSATION.
03	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	Against
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.
04	TO APPROVE THE AMENDMENT TO THE COMPANY'S	Management	For	For
	ARTICLES OF INCORPORATION TO INCREASE THE
	AUTHORIZED COMMON SHARE CAPITAL.
05	TO APPROVE THE AMENDMENTS TO THE COMPANY'S	Management	For	For
	ARTICLES OF INCORPORATION TO CLARIFY THE VOTING
	STANDARD IN CONTESTED DIRECTOR ELECTIONS AND TO
	MAKE CERTAIN OTHER CHANGES.
06	TO APPROVE THE COMPANY'S FINANCIAL STATEMENTS	Management	For	For
	AND DECLARATION OF DIVIDENDS.
07	TO APPROVE THE APPOINTMENT OF THE INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM.

DISCOVER FINANCIAL SERVICES
Security	254709108	Meeting Type	Annual
Ticker Symbol	DFS	Meeting Date	07-Apr-2011
ISIN	US2547091080	Agenda	933374984 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: JEFFREY S. ARONIN	Management	For	For
1B	ELECTION OF DIRECTOR: MARY K. BUSH	Management	For	For
1C	ELECTION OF DIRECTOR: GREGORY C. CASE	Management	For	For
1D	ELECTION OF DIRECTOR: ROBERT M. DEVLIN	Management	For	For
1E	ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN	Management	For	For
1F	ELECTION OF DIRECTOR: RICHARD H. LENNY	Management	For	For
1G	ELECTION OF DIRECTOR: THOMAS G. MAHERAS	Management	For	For
1H	ELECTION OF DIRECTOR: MICHAEL H. MOSKOW	Management	For	For
1I	ELECTION OF DIRECTOR: DAVID W. NELMS	Management	For	For
1J	ELECTION OF DIRECTOR: E. FOLLIN SMITH	Management	For	For
1K	ELECTION OF DIRECTOR: LAWRENCE A.WEINBACH	Management	For	For
02	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	Against	Against
	OFFICER COMPENSATION.
03	ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE TO	Management	1 Year	Against
	APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.
04	APPROVAL OF AN AMENDMENT TO THE DISCOVER	Management	For	For
	FINANCIAL SERVICES DIRECTORS' COMPENSATION PLAN.
05	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP	Management	For	For
	AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM.

Page 9 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

FIRST HORIZON NATIONAL CORPORATION
Security	320517105	Meeting Type	Annual
Ticker Symbol	FHN	Meeting Date	19-Apr-2011
ISIN	US3205171057	Agenda	933382056 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: ROBERT B. CARTER	Management	For	For
1B	ELECTION OF DIRECTOR: JOHN C. COMPTON	Management	For	For
1C	ELECTION OF DIRECTOR: MARK A. EMKES	Management	For	For
1D	ELECTION OF DIRECTOR: VICKY B. GREGG	Management	For	For
1E	ELECTION OF DIRECTOR: JAMES A. HASLAM, III	Management	For	For
1F	ELECTION OF DIRECTOR: D. BRYAN JORDAN	Management	For	For
1G	ELECTION OF DIRECTOR: R. BRAD MARTIN	Management	For	For
1H	ELECTION OF DIRECTOR: VICKI R. PALMER	Management	For	For
1I	ELECTION OF DIRECTOR: COLIN V. REED	Management	For	For
1J	ELECTION OF DIRECTOR: MICHAEL D. ROSE	Management	For	For
1K	ELECTION OF DIRECTOR: WILLIAM B. SANSOM	Management	For	For
1L	ELECTION OF DIRECTOR: LUKE YANCY III	Management	For	For
02	APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE	Management	For	For
	COMPENSATION
03	DETERMINATION OF THE FREQUENCY AT WHICH A VOTE	Management	1 Year	For
	ON EXECUTIVE COMPENSATION SHALL BE HELD AT THE
	ANNUAL MEETING OF SHAREHOLDERS
04	RATIFICATION OF APPOINTMENT OF KPMG LLP AS	Management	For	For
	AUDITORS

NORTHERN TRUST CORPORATION
Security	665859104	Meeting Type	Annual
Ticker Symbol	NTRS	Meeting Date	19-Apr-2011
ISIN	US6658591044	Agenda	933383197 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	LINDA WALKER BYNOE		For	For
	2	NICHOLAS D. CHABRAJA		For	For
	3	SUSAN CROWN		For	For
	4	DIPAK C. JAIN		For	For
	5	ROBERT W. LANE		For	For
	6	ROBERT C. MCCORMACK		For	For
	7	EDWARD J. MOONEY		For	For
	8	JOHN W. ROWE		For	For
	9	MARTIN P. SLARK		For	For
	10	DAVID H.B. SMITH, JR.		For	For
	11	ENRIQUE J. SOSA		For	For
	12	CHARLES A. TRIBBETT III		For	For
	13	FREDERICK H. WADDELL		For	For
02	ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	For	For
03	ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY		Management	1 Year	For
	VOTE ON EXECUTIVE COMPENSATION.
04	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE		Management	For	For
	CORPORATION'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2011.

Page 10 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

SCANA CORPORATION
Security	80589M102	Meeting Type	Annual
Ticker Symbol	SCG	Meeting Date	21-Apr-2011
ISIN	US80589M1027	Agenda	933382640 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	BILL L. AMICK*		For	For
	2	SHARON A. DECKER*		For	For
	3	D. MAYBANK HAGOOD*		For	For
	4	WILLIAM B. TIMMERMAN*		For	For
	5	KEVIN B. MARSH**		For	For
02	APPROVAL OF AMENDMENT TO DIRECTOR COMPENSATION		Management	For	For
	AND DEFERRAL PLAN
03	APPROVAL OF AMENDMENT TO ARTICLES OF		Management	For	For
	INCORPORATION TO INCREASE AUTHORIZED SHARES
	FROM 150,000,000 TO 200,000,000
04	APPROVAL OF APPOINTMENT OF INDEPENDENT		Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM
05	ADVISORY (NON-BINDING) VOTE ON EXECUTIVE		Management	For	For
	COMPENSATION
06	ADVISORY (NON-BINDING) VOTE ON FREQUENCY OF		Management	1 Year	Against
	EXECUTIVE COMPENSATION VOTE

CELESTICA INC.
Security	15101Q108	Meeting Type	Annual
Ticker Symbol	CLS	Meeting Date	21-Apr-2011
ISIN	CA15101Q1081	Agenda	933389567 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	ROBERT L. CRANDALL		For	For
	2	DAN DIMAGGIO		For	For
	3	WILLIAM A. ETHERINGTON		For	For
	4	LAURETTE KOELLNER		For	For
	5	CRAIG H. MUHLHAUSER		For	For
	6	EAMON J. RYAN		For	For
	7	GERALD W. SCHWARTZ		For	For
02	APPOINTMENT OF KPMG LLP AS AUDITOR AND		Management	For	For
	AUTHORIZATION OF THE BOARD OF DIRECTORS OF
	CELESTICA INC. TO FIX THE REMUNERATION OF THE
	AUDITOR.

HANESBRANDS INC.
Security	410345102	Meeting Type	Annual
Ticker Symbol	HBI	Meeting Date	26-Apr-2011
ISIN	US4103451021	Agenda	933381244 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	LEE A. CHADEN		For	For
	2	BOBBY J. GRIFFIN		For	For
	3	JAMES C. JOHNSON		For	For
	4	JESSICA T. MATHEWS		For	For
	5	J. PATRICK MULCAHY		For	For
	6	RONALD L. NELSON		For	For
	7	RICHARD A. NOLL		For	For
	8	ANDREW J. SCHINDLER		For	For
	9	ANN E. ZIEGLER		For	For
02	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS HANESBRANDS'
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR HANESBRANDS' 2011 FISCAL YEAR
03	TO APPROVE, BY A NON-BINDING ADVISORY VOTE,		Management	For	For
	EXECUTIVE COMPENSATION AS DESCRIBED IN THE PROXY
	STATEMENT FOR THE ANNUAL MEETING
04	TO RECOMMEND, BY A NON-BINDING ADVISORY VOTE, THE		Management	1 Year	For
	FREQUENCY OF FUTURE ADVISORY VOTES REGARDING
	EXECUTIVE COMPENSATION

Page 11 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

SUNTRUST BANKS, INC.
Security	867914103	Meeting Type	Annual
Ticker Symbol	STI	Meeting Date	26-Apr-2011
ISIN	US8679141031	Agenda	933382741 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: ROBERT M. BEALL, II	Management	For	For
1B	ELECTION OF DIRECTOR: ALSTON D. CORRELL	Management	For	For
1C	ELECTION OF DIRECTOR: JEFFREY C. CROWE	Management	For	For
1D	ELECTION OF DIRECTOR: BLAKE P. GARRETT, JR.	Management	For	For
1E	ELECTION OF DIRECTOR: DAVID H. HUGHES	Management	For	For
1F	ELECTION OF DIRECTOR: M. DOUGLAS IVESTER	Management	For	For
1G	ELECTION OF DIRECTOR: J. HICKS LANIER	Management	For	For
1H	ELECTION OF DIRECTOR: KYLE PRECHTL LEGG	Management	For	For
1I	ELECTION OF DIRECTOR: WILLIAM A. LINNENBRINGER	Management	For	For
1J	ELECTION OF DIRECTOR: G. GILMER MINOR, III	Management	For	For
1K	ELECTION OF DIRECTOR: FRANK S. ROYAL, M.D.	Management	For	For
1L	ELECTION OF DIRECTOR: THOMAS R. WATJEN	Management	For	For
1M	ELECTION OF DIRECTOR: JAMES M. WELLS III	Management	For	For
1N	ELECTION OF DIRECTOR: DR. PHAIL WYNN, JR.	Management	For	For
02	PROPOSAL TO APPROVE AN INCREASE IN THE NUMBER OF	Management	For	For
	SHARES IN THE SUNTRUST BANKS, INC. 2009 STOCK PLAN.
03	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &	Management	For	For
	YOUNG LLP AS INDEPENDENT AUDITORS FOR 2011.
04	TO APPROVE THE FOLLOWING ADVISORY (NON-BINDING)	Management	For	For
	PROPOSAL: "RESOLVED, THAT THE HOLDERS OF COMMON
	STOCK OF SUNTRUST BANKS, INC. APPROVE THE
	COMPENSATION OF THE COMPANY'S EXECUTIVES AS
	DESCRIBED IN THE COMPENSATION DISCUSSION AND
	ANALYSIS, THE SUMMARY COMPENSATION TABLE, AND IN
	THE OTHER EXECUTIVE COMPENSATION TABLES AND
	RELATED DISCUSSION."
05	TO RECOMMEND THAT A NON-BINDING, ADVISORY VOTE	Management	1 Year	For
	TO APPROVE THE COMPENSATION OF SUNTRUST'S NAMED
	EXECUTIVE OFFICERS BE PUT TO SHAREHOLDERS FOR
	THEIR CONSIDERATION EVERY: ONE; TWO; OR THREE
	YEARS.
06	SHAREHOLDER PROPOSAL REGARDING PREPARATION	Shareholder	Against	For
	AND DISCLOSURE OF SUSTAINABILITY REPORT.

ASSOCIATED BANC-CORP
Security	045487105	Meeting Type	Annual
Ticker Symbol	ASBC	Meeting Date	26-Apr-2011
ISIN	US0454871056	Agenda	933384163 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	JOHN F. BERGSTROM		For	For
	2	RUTH M. CROWLEY		For	For
	3	PHILIP B. FLYNN		For	For
	4	RONALD R. HARDER		For	For
	5	WILLIAM R. HUTCHINSON		For	For
	6	ROBERT A. JEFFE		For	For
	7	EILEEN A. KAMERICK		For	For
	8	RICHARD T. LOMMEN		For	For
	9	J. DOUGLAS QUICK		For	For
	10	JOHN C. SERAMUR		For	For
	11	KAREN T. VAN LITH		For	For
02	THE APPROVAL OF AN ADVISORY (NON-BINDING)		Management	For	For
	PROPOSAL ON EXECUTIVE COMPENSATION.
03	THE RATIFICATION OF THE SELECTION OF KPMG LLP AS		Management	For	For
	THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR ASSOCIATED BANC-CORP FOR THE YEAR
	ENDING DECEMBER 31, 2011.

Page 12 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

MDU RESOURCES GROUP, INC.
Security	552690109	Meeting Type	Annual
Ticker Symbol	MDU	Meeting Date	26-Apr-2011
ISIN	US5526901096	Agenda	933387688 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: THOMAS EVERIST	Management	For	For
1B	ELECTION OF DIRECTOR: KAREN B. FAGG	Management	For	For
1C	ELECTION OF DIRECTOR: TERRY D. HILDESTAD	Management	For	For
1D	ELECTION OF DIRECTOR: A. BART HOLADAY	Management	For	For
1E	ELECTION OF DIRECTOR: DENNIS W. JOHNSON	Management	For	For
1F	ELECTION OF DIRECTOR: THOMAS C. KNUDSON	Management	For	For
1G	ELECTION OF DIRECTOR: RICHARD H. LEWIS	Management	For	For
1H	ELECTION OF DIRECTOR: PATRICIA L. MOSS	Management	For	For
1I	ELECTION OF DIRECTOR: HARRY J. PEARCE	Management	For	For
1J	ELECTION OF DIRECTOR: JOHN K. WILSON	Management	For	For
02	APPROVAL OF THE MATERIAL TERMS OF THE	Management	For	For
	PERFORMANCE GOALS UNDER THE MDU RESOURCES
	GROUP, INC. LONG-TERM PERFORMANCE-BASED
	INCENTIVE PLAN FOR PURPOSES OF INTERNAL REVENUE
	CODE SECTION 162(M)
03	RATIFICATION OF DELOITTE & TOUCHE LLP AS THE	Management	For	For
	COMPANY'S INDEPENDENT AUDITORS FOR 2011
04	ADVISORY VOTE TO APPROVE THE COMPENSATION PAID	Management	For	For
	TO THE COMPANY'S NAMED EXECUTIVE OFFICERS
05	ADVISORY VOTE ON FREQUENCY OF VOTE TO APPROVE	Management	1 Year	For
	THE COMPENSATION PAID TO THE COMPANY'S NAMED
	EXECUTIVE OFFICERS

NOBLE ENERGY, INC.
Security	655044105	Meeting Type	Annual
Ticker Symbol	NBL	Meeting Date	26-Apr-2011
ISIN	US6550441058	Agenda	933395318 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: JEFFREY L. BERENSON	Management	Against	Against
1B	ELECTION OF DIRECTOR: MICHAEL A. CAWLEY	Management	Against	Against
1C	ELECTION OF DIRECTOR: EDWARD F. COX	Management	Against	Against
1D	ELECTION OF DIRECTOR: CHARLES D. DAVIDSON	Management	Against	Against
1E	ELECTION OF DIRECTOR: THOMAS J. EDELMAN	Management	Against	Against
1F	ELECTION OF DIRECTOR: ERIC P. GRUBMAN	Management	Against	Against
1G	ELECTION OF DIRECTOR: KIRBY L. HEDRICK	Management	Against	Against
1H	ELECTION OF DIRECTOR: SCOTT D. URBAN	Management	Against	Against
1I	ELECTION OF DIRECTOR: WILLIAM T. VAN KLEEF	Management	Against	Against
02	TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE	Management	For	For
	COMPANY'S INDEPENDENT AUDITOR.
03	TO APPROVE THE COMPENSATION OF THE COMPANY'S	Management	For	For
	NAMED EXECUTIVE OFFICERS.
04	TO DETERMINE WHETHER A STOCKHOLDER VOTE TO	Management	1 Year	For
	APPROVE COMPENSATION OF NAMED EXECUTIVE
	OFFICERS SHOULD OCCUR EVERY 1, 2 OR 3 YEARS.
05	TO APPROVE THE AMENDMENT AND RESTATEMENT OF	Management	Against	Against
	THE COMPANY'S 1992 STOCK OPTION AND RESTRICTED
	STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF
	COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
	PLAN FROM 24,000,000 TO 31,000,000 AND MODIFY CERTAIN
	PLAN PROVISIONS.

Page 13 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

W.W. GRAINGER, INC.
Security	384802104	Meeting Type	Annual
Ticker Symbol	GWW	Meeting Date	27-Apr-2011
ISIN	US3848021040	Agenda	933386193 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	BRIAN P. ANDERSON		For	For
	2	WILBUR H. GANTZ		For	For
	3	V. ANN HAILEY		For	For
	4	WILLIAM K. HALL		For	For
	5	STUART L. LEVENICK		For	For
	6	JOHN W. MCCARTER, JR.		For	For
	7	NEIL S. NOVICH		For	For
	8	MICHAEL J. ROBERTS		For	For
	9	GARY L. ROGERS		For	For
	10	JAMES T. RYAN		For	For
	11	E. SCOTT SANTI		For	For
	12	JAMES D. SLAVIK		For	For
02	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &		Management	For	For
	YOUNG LLP AS INDEPENDENT AUDITOR FOR THE YEAR
	ENDING DECEMBER 31, 2011.
03	SAY ON PAY: ADVISORY PROPOSAL TO APPROVE		Management	For	For
	COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
	OFFICERS.
04	SAY WHEN ON PAY: ADVISORY PROPOSAL TO SELECT THE		Management	1 Year	For
	FREQUENCY OF THE ADVISORY VOTE ON COMPENSATION
	OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

TORCHMARK CORPORATION
Security	891027104	Meeting Type	Annual
Ticker Symbol	TMK	Meeting Date	28-Apr-2011
ISIN	US8910271043	Agenda	933391637 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: MARK S. MCANDREW	Management	Against	Against
1B	ELECTION OF DIRECTOR: SAM R. PERRY	Management	Against	Against
1C	ELECTION OF DIRECTOR: LAMAR C. SMITH	Management	Against	Against
02	RATIFICATION OF AUDITORS.	Management	For	For
03	APPROVAL OF 2011 INCENTIVE PLAN.	Management	For	For
04	PROPOSAL TO APPROVE 2010 EXECUTIVE COMPENSATION.	Management	For	For
05	EXECUTIVE COMPENSATION FREQUENCY PROPOSAL.	Management	1 Year	For

LINEAR TECHNOLOGY CORPORATION
Security	535678106	Meeting Type	Annual
Ticker Symbol	LLTC	Meeting Date	29-Apr-2011
ISIN	US5356781063	Agenda	933375239 - Management

Item	Proposal	Type	Vote	For/Against
				Management
01	PLEASE REVIEW THE MATERIAL LINKS FOR ACCESS TO	Management	For	For
	THE LINEAR LEGAL DOCUMENT. THIS IS NOT A VOTEABLE
	EVENT.

Page 14 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

NALCO HOLDING COMPANY
Security	62985Q101	Meeting Type	Annual
Ticker Symbol	NLC	Meeting Date	29-Apr-2011
ISIN	US62985Q1013	Agenda	933389404 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	DOUGLAS A. PERTZ		For	For
	2	DANIEL S. SANDERS		For	For
02	RATIFICATION OF APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
	YEAR ENDING DECEMBER 31, 2011.
03	AN ADVISORY VOTE REGARDING THE COMPENSATION OF		Management	For	For
	THE COMPANY'S NAMED EXECUTIVE OFFICERS.
04	AN ADVISORY VOTE ON THE FREQUENCY OF ADVISORY		Management	1 Year	For
	VOTES REGARDING THE COMPENSATION OF THE
	COMPANY'S NAMED EXECUTIVE OFFICERS.

CINCINNATI FINANCIAL CORPORATION
Security	172062101	Meeting Type	Annual
Ticker Symbol	CINF	Meeting Date	30-Apr-2011
ISIN	US1720621010	Agenda	933385292 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	KENNETH C. LICHTENDAHL		For	For
	2	W. RODNEY MCMULLEN		For	For
	3	THOMAS R. SCHIFF		For	For
	4	JOHN F. STEELE, JR.		For	For
02	RATIFYING THE SELECTION OF DELOITTE & TOUCHE LLP		Management	For	For
	AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2011.
03	VOTING ON A NONBINDING PROPOSAL TO APPROVE THE		Management	For	For
	COMPENSATION FOR THE COMPANY'S NAMED EXECUTIVE
	OFFICERS.
04	VOTING ON A NONBINDING PROPOSAL TO ESTABLISH THE		Management	1 Year	For
	FREQUENCY OF FUTURE NONBINDING VOTES ON
	EXECUTIVE COMPENSATION.
05	RE-APPROVING THE PERFORMANCE OBJECTIVES		Management	For	For
	CONTAINED IN THE CINCINNATI FINANCIAL CORPORATION
	STOCK PLAN OF 2006.

ZIMMER HOLDINGS, INC.
Security	98956P102	Meeting Type	Annual
Ticker Symbol	ZMH	Meeting Date	02-May-2011
ISIN	US98956P1021	Agenda	933381915 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: BETSY J. BERNARD	Management	For	For
1B	ELECTION OF DIRECTOR: MARC N. CASPER	Management	For	For
1C	ELECTION OF DIRECTOR: DAVID C. DVORAK	Management	For	For
1D	ELECTION OF DIRECTOR: LARRY C. GLASSCOCK	Management	For	For
1E	ELECTION OF DIRECTOR: ROBERT A. HAGEMANN	Management	For	For
1F	ELECTION OF DIRECTOR: ARTHUR J. HIGGINS	Management	For	For
1G	ELECTION OF DIRECTOR: JOHN L. MCGOLDRICK	Management	For	For
1H	ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D.	Management	For	For
02	NON-BINDING ADVISORY VOTE ON EXECUTIVE	Management	For	For
	COMPENSATION ("SAY-ON-PAY")
03	NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF	Management	1 Year	For
	SAY-ON-PAY VOTES
04	RATIFICATION OF APPOINTMENT OF INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011

Page 15 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

LKQ CORPORATION
Security	501889208	Meeting Type	Annual
Ticker Symbol	LKQX	Meeting Date	02-May-2011
ISIN	US5018892084	Agenda	933385305 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	A. CLINTON ALLEN		For	For
	2	VICTOR M. CASINI		For	For
	3	ROBERT M. DEVLIN		For	For
	4	DONALD F. FLYNN		For	For
	5	KEVIN F. FLYNN		For	For
	6	RONALD G. FOSTER		For	For
	7	JOSEPH M. HOLSTEN		For	For
	8	PAUL M. MEISTER		For	For
	9	JOHN F. O'BRIEN		For	For
	10	WILLIAM M. WEBSTER, IV		For	For
02	RATIFICATION OF THE APPOINTMENT OF DELOITTE &		Management	For	For
	TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM OF LKQ CORPORATION FOR THE
	FISCAL YEAR ENDING DECEMBER 31, 2011.
03	APPROVAL OF THE LKQ CORPORATION MANAGEMENT		Management	For	For
	INCENTIVE PLAN.
04	RE-APPROVAL OF THE LKQ CORPORATION LONG TERM		Management	Against	Against
	INCENTIVE PLAN.
05	APPROVAL OF AN AMENDMENT TO THE LKQ CORPORATION		Management	Against	Against
	1998 EQUITY INCENTIVE PLAN INCREASING THE NUMBER
	OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN
	BY 15,000,000.
06	APPROVAL, ON AN ADVISORY BASIS, OF THE		Management	For	For
	COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
07	ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN		Management	1 Year	For
	ADVISORY VOTE ON EXECUTIVE COMPENSATION.

INTERNATIONAL FLAVORS & FRAGRANCES INC.
Security	459506101	Meeting Type	Annual
Ticker Symbol	IFF	Meeting Date	03-May-2011
ISIN	US4595061015	Agenda	933383008 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: MARGARET HAYES ADAME	Management	Against	Against
1B	ELECTION OF DIRECTOR: MARCELLO BOTTOLI	Management	Against	Against
1C	ELECTION OF DIRECTOR: LINDA B. BUCK	Management	Against	Against
1D	ELECTION OF DIRECTOR: J. MICHAEL COOK	Management	Against	Against
1E	ELECTION OF DIRECTOR: ROGER W. FERGUSON, JR.	Management	Against	Against
1F	ELECTION OF DIRECTOR: ANDREAS FIBIG	Management	Against	Against
1G	ELECTION OF DIRECTOR: ALEXANDRA A. HERZAN	Management	Against	Against
1H	ELECTION OF DIRECTOR: HENRY W. HOWELL, JR.	Management	Against	Against
1I	ELECTION OF DIRECTOR: KATHERINE M. HUDSON	Management	Against	Against
1J	ELECTION OF DIRECTOR: ARTHUR C. MARTINEZ	Management	Against	Against
1K	ELECTION OF DIRECTOR: DALE F. MORRISON	Management	Against	Against
1L	ELECTION OF DIRECTOR: DOUGLAS D. TOUGH	Management	Against	Against
02	TO RATIFY THE SELECTION OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	2011.
03	ADVISORY VOTE ON THE COMPENSATION PAID TO THE	Management	For	For
	COMPANY'S EXECUTIVE OFFICERS IN 2010.
04	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	EXECUTIVE COMPENSATION VOTES.

Page 16 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

CONSOL ENERGY INC.
Security	20854P109	Meeting Type	Annual
Ticker Symbol	CNX	Meeting Date	04-May-2011
ISIN	US20854P1093	Agenda	933401135 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	J. BRETT HARVEY		For	For
	2	JOHN WHITMIRE		For	For
	3	PHILIP W. BAXTER		For	For
	4	JAMES E. ALTMEYER, SR.		For	For
	5	WILLIAM E. DAVIS		For	For
	6	RAJ K. GUPTA		For	For
	7	PATRICIA A. HAMMICK		For	For
	8	DAVID C. HARDESTY, JR.		For	For
	9	JOHN T. MILLS		For	For
	10	WILLIAM P. POWELL		For	For
	11	JOSEPH T. WILLIAMS		For	For
02	RATIFICATION OF ANTICIPATED SELECTION OF		Management	For	For
	INDEPENDENT AUDITOR: ERNST & YOUNG LLP.
03	ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	Against	Against
04	ADVISORY VOTE ON THE FREQUENCY OF FUTURE		Management	1 Year	Against
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.

BROADCOM CORPORATION
Security	111320107	Meeting Type	Annual
Ticker Symbol	BRCM	Meeting Date	05-May-2011
ISIN	US1113201073	Agenda	933387311 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	NANCY H. HANDEL		For	For
	2	EDDY W. HARTENSTEIN		For	For
	3	MARIA KLAWE, PH.D.		For	For
	4	JOHN E. MAJOR		For	For
	5	SCOTT A. MCGREGOR		For	For
	6	WILLIAM T. MORROW		For	For
	7	HENRY SAMUELI, PH.D.		For	For
	8	JOHN A.C. SWAINSON		For	For
	9	ROBERT E. SWITZ		For	For
02	TO APPROVE THE COMPENSATION OF THE COMPANY'S		Management	For	For
	NAMED EXECUTIVE OFFICERS IN THE PROXY STATEMENT.
03	TO RECOMMEND CONDUCTING AN ADVISORY VOTE ON		Management	1 Year	Against
	EXECUTIVE COMPENSATION EVERY ONE, TWO OR THREE
	YEARS.
04	TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE		Management	For	For
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
	2011.

SPX CORPORATION
Security	784635104	Meeting Type	Annual
Ticker Symbol	SPW	Meeting Date	05-May-2011
ISIN	US7846351044	Agenda	933389810 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: J. KERMIT CAMPBELL	Management	For	For
1B	ELECTION OF DIRECTOR: EMERSON U. FULLWOOD	Management	For	For
1C	ELECTION OF DIRECTOR: MICHAEL J. MANCUSO	Management	For	For
1D	ELECTION OF DIRECTOR: TERRY S. LISENBY	Management	For	For
02	TO APPROVE THE AMENDMENT AND RESTATEMENT OF	Management	For	For
	THE SPX 2002 STOCK COMPENSATION PLAN.
03	TO RE-APPROVE THE SPX EXECUTIVE ANNUAL BONUS	Management	For	For
	PLAN.
04	TO APPROVE, BY NON-BINDING VOTE, SPX'S EXECUTIVE	Management	For	For
	COMPENSATION PRACTICES.
05	TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY	Management	1 Year	For
	OF NON-BINDING STOCKHOLDER VOTES ON EXECUTIVE
	COMPENSATION.
06	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP	Management	For	For
	AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR 2011.

Page 17 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

LINCARE HOLDINGS INC.
Security	532791100	Meeting Type	Annual
Ticker Symbol	LNCR	Meeting Date	09-May-2011
ISIN	US5327911005	Agenda	933388933 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	J.P. BYRNES		For	For
	2	S.H. ALTMAN, PH.D.		For	For
	3	C.B. BLACK		For	For
	4	A.P. BRYANT		For	For
	5	F.D. BYRNE, M.D.		For	For
	6	W.F. MILLER, III		For	For
	7	E.M. ZANE		For	For
02	RATIFY THE APPOINTMENT OF KPMG LLP AS THE		Management	For	For
	COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2011.
03	APPROVE AN ADVISORY RESOLUTION REGARDING		Management	For	For
	EXECUTIVE COMPENSATION.
04	APPROVE AN ADVISORY RESOLUTION ON THE FREQUENCY		Management	1 Year	For
	OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.

ALTERA CORPORATION
Security	021441100	Meeting Type	Annual
Ticker Symbol	ALTR	Meeting Date	10-May-2011
ISIN	US0214411003	Agenda	933390875 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: JOHN P. DAANE	Management	For	For
1B	ELECTION OF DIRECTOR: ROBERT J. FINOCCHIO, JR.	Management	For	For
1C	ELECTION OF DIRECTOR: KEVIN MCGARITY	Management	For	For
1D	ELECTION OF DIRECTOR: T. MICHAEL NEVENS	Management	For	For
1E	ELECTION OF DIRECTOR: KRISH A. PRABHU	Management	For	For
1F	ELECTION OF DIRECTOR: JOHN SHOEMAKER	Management	For	For
1G	ELECTION OF DIRECTOR: SUSAN WANG	Management	For	For
02	TO APPROVE AN AMENDMENT TO THE 2005 EQUITY	Management	Against	Against
	INCENTIVE PLAN TO INCREASE BY 10,000,000 THE NUMBER
	OF SHARES OF COMMON STOCK RESERVED FOR
	ISSUANCE UNDER THE PLAN.
03	TO APPROVE AN AMENDMENT TO THE 1987 EMPLOYEE	Management	Against	Against
	STOCK PURCHASE PLAN TO INCREASE BY 1,000,000 THE
	NUMBER OF SHARES OF COMMON STOCK RESERVED FOR
	ISSUANCE UNDER THE PLAN.
04	TO APPROVE AN AMENDMENT TO OUR AMENDED AND	Management	For	For
	RESTATED CERTIFICATE OF INCORPORATION TO
	ELIMINATE SUPERMAJORITY VOTING.
05	TO APPROVE AN AMENDMENT TO OUR AMENDED AND	Management	For	For
	RESTATED CERTIFICATE OF INCORPORATION TO ADD A
	FORUM SELECTION CLAUSE.
06	TO APPROVE AN AMENDMENT TO OUR BY-LAWS TO	Management	For	For
	PROVIDE THAT STOCKHOLDERS HOLDING OVER 20% OF
	OUR SHARES MAY CALL A SPECIAL MEETING OF
	STOCKHOLDERS.
07	TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE	Management	For	For
	COMPENSATION.
08	TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY	Management	1 Year	For
	OF EXECUTIVE COMPENSATION VOTES.
09	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
	YEAR ENDING DECEMBER 31, 2011.

Page 18 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

WATERS CORPORATION
Security	941848103	Meeting Type	Annual
Ticker Symbol	WAT	Meeting Date	10-May-2011
ISIN	US9418481035	Agenda	933392223 - Management

Item	Proposal		Type	Vote	For/Against
					Management
1	DIRECTOR		Management
	1	JOSHUA BEKENSTEIN		For	For
	2	MICHAEL J. BERENDT, PHD		For	For
	3	DOUGLAS A. BERTHIAUME		For	For
	4	EDWARD CONARD		For	For
	5	LAURIE H. GLIMCHER, M.D		For	For
	6	CHRISTOPHER A. KUEBLER		For	For
	7	WILLIAM J. MILLER		For	For
	8	JOANN A. REED		For	For
	9	THOMAS P. SALICE		For	For
2	TO RATIFY THE SELECTION OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
3	TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE		Management	For	For
	COMPENSATION.
4	TO APPROVE, BY NON-BINDING VOTE, THE FREQUENCY OF		Management	1 Year	Against
	EXECUTIVE COMPENSATION VOTES.

MASCO CORPORATION
Security	574599106	Meeting Type	Annual
Ticker Symbol	MAS	Meeting Date	10-May-2011
ISIN	US5745991068	Agenda	933405400 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: VERNE G. ISTOCK	Management	For	For
1B	ELECTION OF DIRECTOR: J. MICHAEL LOSH	Management	For	For
1C	ELECTION OF DIRECTOR: TIMOTHY WADHAMS	Management	For	For
02	TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE	Management	For	For
	COMPENSATION PAID TO THE COMPANY'S NAMED
	EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO THE
	COMPENSATION DISCLOSURE RULES OF THE SEC,
	INCLUDING THE COMPENSATION DISCUSSION AND
	ANALYSIS, THE COMPENSATION TABLES AND THE
	RELATED MATERIALS DISCLOSED IN THE PROXY
	STATEMENT.
03	TO RECOMMEND, BY NON-BINDING ADVISORY VOTE, THE	Management	1 Year	For
	FREQUENCY OF THE NON-BINDING ADVISORY VOTES ON
	THE COMPANY'S EXECUTIVE COMPENSATION.
04	TO RATIFY THE SELECTION OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
	AUDITORS FOR THE COMPANY FOR 2011.

MURPHY OIL CORPORATION
Security	626717102	Meeting Type	Annual
Ticker Symbol	MUR	Meeting Date	11-May-2011
ISIN	US6267171022	Agenda	933393934 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: F.W. BLUE	Management	For	For
1B	ELECTION OF DIRECTOR: C.P. DEMING	Management	For	For
1C	ELECTION OF DIRECTOR: R.A. HERMES	Management	For	For
1D	ELECTION OF DIRECTOR: J.V. KELLEY	Management	For	For
1E	ELECTION OF DIRECTOR: R.M. MURPHY	Management	For	For
1F	ELECTION OF DIRECTOR: W.C. NOLAN, JR.	Management	For	For
1G	ELECTION OF DIRECTOR: N.E. SCHMALE	Management	For	For
1H	ELECTION OF DIRECTOR: D.J.H. SMITH	Management	For	For
1I	ELECTION OF DIRECTOR: C.G. THEUS	Management	For	For
1J	ELECTION OF DIRECTOR: D.M. WOOD	Management	For	For
02	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Management	For	For
03	ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY	Management	1 Year	For
	VOTE ON EXECUTIVE COMPENSATION.
04	APPROVE THE APPOINTMENT OF KPMG LLP AS	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Page 19 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

USG CORPORATION
Security	903293405	Meeting Type	Annual
Ticker Symbol	USG	Meeting Date	11-May-2011
ISIN	US9032934054	Agenda	933395609 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	GRETCHEN R. HAGGERTY		For	For
	2	RICHARD P. LAVIN		For	For
	3	MARVIN E. LESSER		For	For
	4	JAMES S. METCALF		For	For
02	RATIFICATION OF THE APPOINTMENT OF DELOITTE &		Management	For	For
	TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
	ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31,
	2011.
03	TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION		Management	For	For
	OF OUR NAMED EXECUTIVE OFFICERS.
04	TO RECOMMEND, BY ADVISORY VOTE, THE FREQUENCY		Management	1 Year	Against
	OF FUTURE VOTES TO APPROVE THE COMPENSATION OF
	OUR NAMED EXECUTIVE OFFICERS.

FOREST OIL CORPORATION
Security	346091705	Meeting Type	Annual
Ticker Symbol	FST	Meeting Date	11-May-2011
ISIN	US3460917053	Agenda	933395659 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	H. CRAIG CLARK		For	For
	2	JAMES H. LEE		For	For
02	APPROVAL, ON AN ADVISORY BASIS, OF THE		Management	For	For
	COMPENSATION OF FOREST'S NAMED EXECUTIVE
	OFFICERS.
03	APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY		Management	1 Year	Against
	OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE
	COMPENSATION.
04	RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS		Management	For	For
	FOREST'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
	2011.

NORDSTROM, INC.
Security	655664100	Meeting Type	Annual
Ticker Symbol	JWN	Meeting Date	11-May-2011
ISIN	US6556641008	Agenda	933398403 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: PHYLLIS J. CAMPBELL	Management	For	For
1B	ELECTION OF DIRECTOR: MICHELLE M. EBANKS	Management	For	For
1C	ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.	Management	For	For
1D	ELECTION OF DIRECTOR: ROBERT G. MILLER	Management	For	For
1E	ELECTION OF DIRECTOR: BLAKE W. NORDSTROM	Management	For	For
1F	ELECTION OF DIRECTOR: ERIK B. NORDSTROM	Management	For	For
1G	ELECTION OF DIRECTOR: PETER E. NORDSTROM	Management	For	For
1H	ELECTION OF DIRECTOR: PHILIP G. SATRE	Management	For	For
1I	ELECTION OF DIRECTOR: FELICIA D. THORNTON	Management	For	For
1J	ELECTION OF DIRECTOR: B. KEVIN TURNER	Management	For	For
1K	ELECTION OF DIRECTOR: ROBERT D. WALTER	Management	For	For
1L	ELECTION OF DIRECTOR: ALISON A. WINTER	Management	For	For
02	APPROVAL OF THE AMENDMENT TO THE NORDSTROM, INC.	Management	For	For
	EMPLOYEE STOCK PURCHASE PLAN.
03	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM.
04	ADVISORY VOTE ON EXECUTIVE COMPENSATION.	Management	For	For
05	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.

Page 20 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

THE MIDDLEBY CORPORATION
Security	596278101	Meeting Type	Annual
Ticker Symbol	MIDD	Meeting Date	11-May-2011
ISIN	US5962781010	Agenda	933402757 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: SELIM A. BASSOUL	Management	Against	Against
1B	ELECTION OF DIRECTOR: ROBERT B. LAMB	Management	Against	Against
1C	ELECTION OF DIRECTOR: RYAN LEVENSON	Management	Against	Against
1D	ELECTION OF DIRECTOR: JOHN R. MILLER III	Management	Against	Against
1E	ELECTION OF DIRECTOR: GORDON O'BRIEN	Management	Against	Against
1F	ELECTION OF DIRECTOR: PHILIP G. PUTNAM	Management	Against	Against
1G	ELECTION OF DIRECTOR: SABIN C. STREETER	Management	Against	Against
02	APPROVAL OF THE ADOPTION OF THE COMPANY'S 2011	Management	For	For
	LONG-TERM INCENTIVE PLAN.
03	APPROVAL OF THE ADOPTION OF THE COMPANY'S VALUE	Management	For	For
	CREATION INCENTIVE PLAN.
04	APPROVAL, BY AN ADVISORY VOTE, OF THE 2010	Management	For	For
	COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
	OFFICERS, AS DISCLOSED PURSUANT TO THE
	COMPENSATION DISCLOSURE RULES OF THE SECURITIES
	AND EXCHANGE COMMISSION ("SEC").
05	SELECTION, BY AN ADVISORY VOTE, OF THE FREQUENCY	Management	1 Year	Against
	OF FUTURE ADVISORY VOTES ON EXECUTIVE
	COMPENSATION.
06	RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE	Management	For	For
	LLP AS THE COMPANY'S INDEPENDENT PUBLIC
	ACCOUNTANTS FOR THE CURRENT FISCAL YEAR ENDING
	DECEMBER 31, 2011.

BILL BARRETT CORPORATION
Security	06846N104	Meeting Type	Annual
Ticker Symbol	BBG	Meeting Date	12-May-2011
ISIN	US06846N1046	Agenda	933394948 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	FREDRICK J. BARRETT		For	For
	2	JIM W. MOGG		For	For
	3	MICHAEL E. WILEY		For	For
02	PROPOSAL TO APPROVE AN ADVISORY (NON-BINDING)		Management	For	For
	RESOLUTION REGARDING THE COMPENSATION OF OUR
	NAMED EXECUTIVE OFFICERS.
03	PROPOSAL TO APPROVE AN ADVISORY (NON-BINDING)		Management	1 Year	For
	RESOLUTION REGARDING WHETHER AN ADVISORY VOTE
	ON THE COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS SHOULD BE HELD ONCE EVERY ONE, TWO OR
	THREE YEARS.
04	PROPOSAL TO APPROVE OUR PERFORMANCE CASH		Management	For	For
	BONUS PLAN.
05	PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE &		Management	For	For
	TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
	2011.
06	PROPOSAL FROM A STOCKHOLDER REQUESTING THAT		Shareholder	Against	For
	THE BOARD OF DIRECTORS TAKE THE STEPS NECESSARY
	SO THAT EACH STOCKHOLDER VOTING REQUIREMENT IN
	OUR CERTIFICATE OF INCORPORATION AND BYLAWS THAT
	CALLS FOR A GREATER THAN SIMPLE MAJORITY VOTE BE
	CHANGED TO A MAJORITY OF THE VOTES CAST FOR AND
	AGAINST THE PROPOSAL IN COMPLIANCE WITH
	APPLICABLE LAW.

Page 21 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

ST. JUDE MEDICAL, INC.
Security	790849103	Meeting Type	Annual
Ticker Symbol	STJ	Meeting Date	12-May-2011
ISIN	US7908491035	Agenda	933398679 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: RICHARD R. DEVENUTI	Management	For	For
1B	ELECTION OF DIRECTOR: THOMAS H. GARRETT III	Management	For	For
1C	ELECTION OF DIRECTOR: WENDY L. YARNO	Management	For	For
02	ADVISORY VOTE ON COMPENSATION OF OUR NAMED	Management	For	For
	EXECUTIVE OFFICERS.
03	ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY	Management	1 Year
	VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.
04	TO APPROVE AMENDMENTS TO THE ST. JUDE MEDICAL,	Management	Against	Against
	INC. 2007 STOCK INCENTIVE PLAN.
05	TO CONSIDER AND ACT UPON A SHAREHOLDER PROPOSAL	Shareholder	For
	REGARDING THE DECLASSIFICATION OF OUR BOARD OF
	DIRECTORS.
06	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS	Management	For	For
	OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2011.

STANCORP FINANCIAL GROUP, INC.
Security	852891100	Meeting Type	Annual
Ticker Symbol	SFG	Meeting Date	16-May-2011
ISIN	US8528911006	Agenda	933393768 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: FREDERICK W. BUCKMAN	Management	Against	Against
1B	ELECTION OF DIRECTOR: J. GREG NESS	Management	Against	Against
1C	ELECTION OF DIRECTOR: MARY F. SAMMONS	Management	Against	Against
1D	ELECTION OF DIRECTOR: RONALD E. TIMPE	Management	Against	Against
2	PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM.
3	PROPOSAL TO APPROVE THE RENEWAL OF THE	Management	For	For
	SHAREHOLDER RIGHTS PLAN.
4	NON-BINDING PROPOSAL REGARDING COMPENSATION OF	Management	For	For
	THE COMPANY'S NAMED EXECUTIVE OFFICERS.
5	NON-BINDING PROPOSAL REGARDING FREQUENCY OF	Management	1 Year	Against
	VOTING ON EXECUTIVE COMPENSATION.

QUICKSILVER RESOURCES INC.
Security	74837R104	Meeting Type	Annual
Ticker Symbol	KWK	Meeting Date	18-May-2011
ISIN	US74837R1041	Agenda	933405361 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	THOMAS F. DARDEN		For	For
	2	W. BYRON DUNN		For	For
	3	MARK J. WARNER		For	For
02	ADVISORY VOTE ON EXECUTIVE COMPENSATION		Management	For	For
03	ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN		Management	1 Year	For
	ADVISORY VOTE ON EXECUTIVE COMPENSATION

Page 22 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

GENWORTH FINANCIAL, INC.
Security	37247D106	Meeting Type	Annual
Ticker Symbol	GNW	Meeting Date	18-May-2011
ISIN	US37247D1063	Agenda	933408557 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: STEVEN W. ALESIO	Management	Against	Against
1B	ELECTION OF DIRECTOR: WILLIAM H. BOLINDER	Management	Against	Against
1C	ELECTION OF DIRECTOR: MICHAEL D. FRAIZER	Management	Against	Against
1D	ELECTION OF DIRECTOR: NANCY J. KARCH	Management	Against	Against
1E	ELECTION OF DIRECTOR: J. ROBERT "BOB" KERREY	Management	Against	Against
1F	ELECTION OF DIRECTOR: RISA J. LAVIZZO-MOUREY	Management	Against	Against
1G	ELECTION OF DIRECTOR: CHRISTINE B. MEAD	Management	Against	Against
1H	ELECTION OF DIRECTOR: THOMAS E. MOLONEY	Management	Against	Against
1I	ELECTION OF DIRECTOR: JAMES A. PARKE	Management	Against	Against
1J	ELECTION OF DIRECTOR: JAMES S. RIEPE	Management	Against	Against
02	ADVISORY VOTE TO APPROVE NAMED EXECUTIVE	Management	For	For
	OFFICER COMPENSATION
03	ADVISORY VOTE TO APPROVE THE FREQUENCY OF THE	Management	1 Year	For
	ADVISORY VOTE ON NAMED EXECUTIVE OFFICER
	COMPENSATION
04	RATIFICATION OF THE SELECTION OF KPMG LLP AS THE	Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR 2011

RANGE RESOURCES CORPORATION
Security	75281A109	Meeting Type	Annual
Ticker Symbol	RRC	Meeting Date	18-May-2011
ISIN	US75281A1097	Agenda	933410463 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: CHARLES L. BLACKBURN	Management	For	For
1B	ELECTION OF DIRECTOR: ANTHONY V. DUB	Management	For	For
1C	ELECTION OF DIRECTOR: V. RICHARD EALES	Management	For	For
1D	ELECTION OF DIRECTOR: ALLEN FINKELSON	Management	For	For
1E	ELECTION OF DIRECTOR: JAMES M. FUNK	Management	For	For
1F	ELECTION OF DIRECTOR: JONATHAN S. LINKER	Management	For	For
1G	ELECTION OF DIRECTOR: KEVIN S. MCCARTHY	Management	For	For
1H	ELECTION OF DIRECTOR: JOHN H. PINKERTON	Management	For	For
1I	ELECTION OF DIRECTOR: JEFFREY L. VENTURA	Management	For	For
02	TO APPROVE THE COMPENSATION PHILOSOPHY, POLICIES	Management	For	For
	AND PROCEDURES DESCRIBED IN THE COMPENSATION
	DISCUSSION AND ANALYSIS.
03	A PROPOSAL, THAT THE STOCKHOLDERS OF THE	Management	1 Year	Against
	COMPANY BE PROVIDED AN OPPORTUNITY TO APPROVE
	THE COMPENSATION PHILOSOPHY, POLICIES AND
	PROCEDURES DESCRIBED IN THE CD&A.
04	AMEND OUR 2005 EQUITY-BASED COMPENSATION PLAN TO	Management	For	For
	INCREASE THE COMMON STOCK SHARES AUTHORIZED TO
	BE ISSUED BY 850,000 SHARES.
05	RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS	Management	For	For
	OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR YEAR ENDING DEC 31, 2011.

Page 23 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

HENRY SCHEIN, INC.
Security	806407102	Meeting Type	Annual
Ticker Symbol	HSIC	Meeting Date	18-May-2011
ISIN	US8064071025	Agenda	933410639 - Management

Item	Proposal		Type	Vote	For/Against
					Management
1	DIRECTOR		Management
	1	STANLEY M BERGMAN		For	For
	2	GERALD A BENJAMIN		For	For
	3	JAMES P BRESLAWSKI		For	For
	4	MARK E MLOTEK		For	For
	5	STEVEN PALADINO		For	For
	6	BARRY J ALPERIN		For	For
	7	PAUL BRONS		For	For
	8	DONALD J KABAT		For	For
	9	PHILIP A LASKAWY		For	For
	10	KARYN MASHIMA		For	For
	11	NORMAN S MATTHEWS		For	For
	12	BRADLEY T SHEARES, PHD		For	For
	13	LOUIS W SULLIVAN, MD		For	For
2	PROPOSAL TO AMEND THE COMPANY'S 1994 STOCK		Management	For	For
	INCENTIVE PLAN.
3	PROPOSAL TO APPROVE, BY NON-BINDING VOTE, THE 2010		Management	For	For
	COMPENSATION PAID TO THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.
4	PROPOSAL TO RECOMMEND, BY NON-BINDING VOTE, THE		Management	1 Year	For
	FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE
	COMPENSATION.
5	PROPOSAL TO RATIFY THE SELECTION OF BDO USA, LLP		Management	For	For
	AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2011.

PETROHAWK ENERGY CORPORATION
Security	716495106	Meeting Type	Annual
Ticker Symbol	HK	Meeting Date	18-May-2011
ISIN	US7164951060	Agenda	933425818 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	FLOYD C. WILSON		For	For
	2	GARY A. MERRIMAN		For	For
	3	ROBERT C. STONE, JR.		For	For
02	APPROVAL OF THE COMPENSATION OF OUR NAMED		Management	For	For
	EXECUTIVE OFFICERS.
03	RECOMMENDATION OF THE FREQUENCY OF A		Management	1 Year	For
	STOCKHOLDER VOTE TO APPROVE THE COMPENSATION
	OF OUR NAMED EXECUTIVE OFFICERS.
04	APPROVAL OF AMENDMENTS TO OUR THIRD AMENDED		Management	Against	Against
	AND RESTATED 2004 EMPLOYEE INCENTIVE PLAN.
05	RATIFICATION OF THE APPOINTMENT OF DELOITTE &		Management	For	For
	TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTANTS FOR 2011.

Page 24 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

DENBURY RESOURCES INC.
Security	247916208	Meeting Type	Annual
Ticker Symbol	DNR	Meeting Date	18-May-2011
ISIN	US2479162081	Agenda	933436037 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	WIELAND F. WETTSTEIN		For	For
	2	MICHAEL L. BEATTY		For	For
	3	MICHAEL B. DECKER		For	For
	4	RONALD G. GREENE		For	For
	5	DAVID I. HEATHER		For	For
	6	GREGORY L. MCMICHAEL		For	For
	7	GARETH ROBERTS		For	For
	8	PHIL RYKHOEK		For	For
	9	RANDY STEIN		For	For
02	PROPOSAL TO APPROVE THE COMPANY'S ADVISORY, NON-		Management	For	For
	BINDING RESOLUTION ON EXECUTIVE COMPENSATION.
03	PROPOSAL TO VOTE ON THE FREQUENCY OF THE		Management	1 Year	For
	ADVISORY VOTE ON EXECUTIVE COMPENSATION
	PROSPECTIVELY.
04	PROPOSAL TO INCREASE THE NUMBER OF SHARES		Management	For	For
	RESERVED FOR USE UNDER OUR EMPLOYEE STOCK
	PURCHASE PLAN.
05	PROPOSAL TO RATIFY THE APPOINTMENT BY THE AUDIT		Management	For	For
	COMMITTEE OF PRICEWATERHOUSECOOPERS LLP AS
	DENBURY'S INDEPENDENT AUDITOR FOR 2011.

REGIONS FINANCIAL CORPORATION
Security	7591EP100	Meeting Type	Annual
Ticker Symbol	RF	Meeting Date	19-May-2011
ISIN	US7591EP1005	Agenda	933408090 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: SAMUEL W. BARTHOLOMEW, JR.	Management	Against	Against
1B	ELECTION OF DIRECTOR: GEORGE W. BRYAN	Management	Against	Against
1C	ELECTION OF DIRECTOR: CAROLYN H. BYRD	Management	Against	Against
1D	ELECTION OF DIRECTOR: DAVID J. COOPER, SR.	Management	Against	Against
1E	ELECTION OF DIRECTOR: EARNEST W. DEAVENPORT, JR.	Management	Against	Against
1F	ELECTION OF DIRECTOR: DON DEFOSSET	Management	Against	Against
1G	ELECTION OF DIRECTOR: ERIC C. FAST	Management	Against	Against
1H	ELECTION OF DIRECTOR: O.B. GRAYSON HALL, JR.	Management	Against	Against
1I	ELECTION OF DIRECTOR: CHARLES D. MCCRARY	Management	Against	Against
1J	ELECTION OF DIRECTOR: JAMES R. MALONE	Management	Against	Against
1K	ELECTION OF DIRECTOR: SUSAN W. MATLOCK	Management	Against	Against
1L	ELECTION OF DIRECTOR: JOHN E. MAUPIN, JR.	Management	Against	Against
1M	ELECTION OF DIRECTOR: JOHN R. ROBERTS	Management	Against	Against
1N	ELECTION OF DIRECTOR: LEE J. STYSLINGER III	Management	Against	Against
02	NONBINDING STOCKHOLDER APPROVAL OF EXECUTIVE	Management	For	For
	COMPENSATION.
03	RATIFICATION OF SELECTION OF INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM.
04	STOCKHOLDER PROPOSAL REGARDING POSTING A	Shareholder	For	Against
	REPORT, UPDATED SEMI-ANNUALLY, OF POLITICAL
	CONTRIBUTIONS.

Page 25 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

PEPCO HOLDINGS, INC.
Security	713291102	Meeting Type	Annual
Ticker Symbol	POM	Meeting Date	20-May-2011
ISIN	US7132911022	Agenda	933412289 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	JACK B. DUNN, IV		For	For
	2	TERENCE C. GOLDEN		For	For
	3	PATRICK T. HARKER		For	For
	4	FRANK O. HEINTZ		For	For
	5	BARBARA J. KRUMSIEK		For	For
	6	GEORGE F. MACCORMACK		For	For
	7	LAWRENCE C. NUSSDORF		For	For
	8	PATRICIA A. OELRICH		For	For
	9	JOSEPH M. RIGBY		For	For
	10	FRANK K. ROSS		For	For
	11	PAULINE A. SCHNEIDER		For	For
	12	LESTER P. SILVERMAN		For	For
02	A PROPOSAL TO APPROVE, BY NON-BINDING VOTE, THE		Management	For	For
	COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
	OFFICERS.
03	A PROPOSAL RECOMMENDING, BY NON-BINDING VOTE,		Management	1 Year	For
	THE FREQUENCY OF AN ADVISORY VOTE ON THE
	COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
	OFFICERS.
04	A PROPOSAL TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
	FOR 2011.

UNUM GROUP
Security	91529Y106	Meeting Type	Annual
Ticker Symbol	UNM	Meeting Date	25-May-2011
ISIN	US91529Y1064	Agenda	933402101 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: JON S. FOSSEL	Management	Against	Against
1B	ELECTION OF DIRECTOR: GLORIA C. LARSON	Management	Against	Against
1C	ELECTION OF DIRECTOR: WILLIAM J. RYAN	Management	Against	Against
1D	ELECTION OF DIRECTOR: THOMAS R. WATJEN	Management	Against	Against
02	TO APPROVE, ON AN ADVISORY BASIS, THE	Management	Against	Against
	COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
	OFFICERS.
03	TO INDICATE, ON AN ADVISORY BASIS, THAT FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION BE
	HELD EVERY YEAR, EVERY TWO YEARS OR EVERY THREE
	YEARS.
04	TO APPROVE THE UNUM EUROPEAN HOLDING COMPANY	Management	For	For
	LIMITED SAVINGS-RELATED SHARE OPTION SCHEME 2011.
05	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS	Management	For	For
	THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR 2011.

FISERV, INC.
Security	337738108	Meeting Type	Annual
Ticker Symbol	FISV	Meeting Date	25-May-2011
ISIN	US3377381088	Agenda	933423737 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	D.F. DILLON		For	For
	2	D.J. O'LEARY		For	For
	3	G.M. RENWICK		For	For
	4	C.W. STERN		For	For
02	TO APPROVE, ON AN ADVISORY BASIS, THE		Management	For	For
	COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
03	ADVISORY VOTE ON THE FREQUENCY OF ADVISORY		Management	1 Year	For
	VOTES ON THE COMPENSATION OF OUR NAMED
	EXECUTIVE OFFICERS.
04	TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS		Management	For	For
	OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR 2011.

Page 26 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

WEATHERFORD INTERNATIONAL LTD
Security	H27013103	Meeting Type	Annual
Ticker Symbol	WFT	Meeting Date	25-May-2011
ISIN	CH0038838394	Agenda	933429359 - Management

Item	Proposal	Type	Vote	For/Against
				Management
01	APPROVAL OF THE 2010 ANNUAL REPORT, THE	Management	For	For
	CONSOLIDATED FINANCIAL STATEMENTS OF
	WEATHERFORD INTERNATIONAL LTD. FOR THE YEAR
	ENDED DECEMBER 31, 2010 AND THE STATUTORY
	FINANCIAL STATEMENTS OF WEATHERFORD
	INTERNATIONAL LTD. FOR THE YEAR ENDED DECEMBER
	31, 2010.
02	DISCHARGE OF THE BOARD OF DIRECTORS AND	Management	For	For
	EXECUTIVE OFFICERS FROM LIABILITY FOR ACTIONS OR
	OMISSIONS DURING THE YEAR ENDED DECEMBER 31, 2010.
3A	ELECTION OF DIRECTOR: BERNARD J. DUROC-DANNER	Management	For	For
3B	ELECTION OF DIRECTOR: SAMUEL W. BODMAN, III	Management	For	For
3C	ELECTION OF DIRECTOR: NICHOLAS F. BRADY	Management	For	For
3D	ELECTION OF DIRECTOR: DAVID J. BUTTERS	Management	For	For
3E	ELECTION OF DIRECTOR: WILLIAM E. MACAULAY	Management	For	For
3F	ELECTION OF DIRECTOR: ROBERT B. MILLARD	Management	For	For
3G	ELECTION OF DIRECTOR: ROBERT K. MOSES, JR.	Management	For	For
3H	ELECTION OF DIRECTOR: GUILLERMO ORTIZ	Management	For	For
3I	ELECTION OF DIRECTOR: EMYR JONES PARRY	Management	For	For
3J	ELECTION OF DIRECTOR: ROBERT A. RAYNE	Management	For	For
04	APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT	Management	For	For
	REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR
	ENDING DECEMBER 31, 2011 AND THE RE-ELECTION OF
	ERNST & YOUNG LTD, ZURICH AS STATUTORY AUDITOR
	FOR YEAR ENDING DECEMBER 31, 2011.
05	APPROVAL OF AN ADVISORY RESOLUTION REGARDING	Management	Against	Against
	EXECUTIVE COMPENSATION.
06	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.

ENERGYSOLUTIONS, INC.
Security	292756202	Meeting Type	Annual
Ticker Symbol	ES	Meeting Date	25-May-2011
ISIN		Agenda	933434083 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	STEVEN R. ROGEL		For	For
	2	J. BARNIE BEASLEY, JR		For	For
	3	VAL J. CHRISTENSEN		For	For
	4	PASCAL COLOMBANI		For	For
	5	J.I. "CHIP" EVEREST, II		For	For
	6	DAVID J. LOCKWOOD		For	For
	7	CLARE SPOTTISWOODE		For	For
	8	ROBERT A. WHITMAN		For	For
	9	DAVID B. WINDER		For	For
02	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &		Management	For	For
	YOUNG, LLP AS THE COMPANY'S INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2011
	FISCAL YEAR.
03	PROPOSAL TO CONDUCT A NON-BINDING ADVISORY VOTE		Management	For	For
	ON THE COMPENSATION OF THE COMPANY'S NAMED
	EXECUTIVE OFFICERS.
04	PROPOSAL TO CONDUCT A NON-BINDING ADVISORY VOTE		Management	1 Year	For
	ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY
	STOCKHOLDER VOTES TO APPROVE THE COMPENSATION
	OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

Page 27 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

ATP OIL & GAS CORPORATION
Security	00208J108	Meeting Type	Annual
Ticker Symbol	ATPG	Meeting Date	26-May-2011
ISIN	US00208J1088	Agenda	933442179 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	MR. CHRIS A. BRISACK		For	For
	2	MR. GEORGE R. EDWARDS		For	For
	3	MR. WALTER WENDLANDT		For	For
02	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
	AUDITORS OF ATP FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2011.
03	TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE		Management	Against	Against
	COMPENSATION.
04	TO APPROVE, IN ACCORDANCE WITH THE ADVISORY		Management	1 Year	Against
	RESOLUTION, THE HOLDING OF AN ADVISORY VOTE ON
	EXECUTIVE COMPENSATION EVERY THREE YEARS, EVERY
	TWO YEARS, OR EVERY YEAR, AS INDICATED.

MEDASSETS, INC.
Security	584045108	Meeting Type	Annual
Ticker Symbol	MDAS	Meeting Date	26-May-2011
ISIN	US5840451083	Agenda	933449565 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	SAMANTHA TROTMAN BURMAN		For	For
	2	RAND A. BALLARD		For	For
	3	VERNON R. LOUCKS, JR.		For	For
	4	JOHN C. RUTHERFORD		For	For
02	TO RATIFY THE APPOINTMENT OF KPMG LLP, AS THE		Management	For	For
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE COMPANY FOR THE FISCAL YEAR ENDING
	DECEMBER 31, 2011.
03	TO APPROVE THE COMPENSATION OF THE COMPANY'S		Management	For	For
	NAMED EXECUTIVE OFFICERS.
04	TO SELECT THE OPTION OF EVERY ONE YEAR, TWO YEARS		Management	1 Year	For
	OR THREE YEARS AS THE FREQUENCY WITH WHICH
	STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON
	EXECUTIVE COMPENSATION.

ZIONS BANCORPORATION
Security	989701107	Meeting Type	Annual
Ticker Symbol	ZION	Meeting Date	27-May-2011
ISIN	US9897011071	Agenda	933421808 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: JERRY C. ATKIN	Management	Against	Against
1B	ELECTION OF DIRECTOR: ROGER B. PORTER	Management	Against	Against
1C	ELECTION OF DIRECTOR: STEPHEN D. QUINN	Management	Against	Against
1D	ELECTION OF DIRECTOR: L.E. SIMMONS	Management	Against	Against
1E	ELECTION OF DIRECTOR: SHELLEY THOMAS WILLIAMS	Management	Against	Against
1F	ELECTION OF DIRECTOR: STEVEN C. WHEELWRIGHT	Management	Against	Against
2	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG	Management	For	For
	LLP AS THE INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM TO AUDIT THE COMPANY'S FINANCIAL
	STATEMENTS FOR THE CURRENT FISCAL YEAR.
3	APPROVAL, ON A NONBINDING ADVISORY BASIS, OF THE	Management	For	For
	COMPENSATION PAID TO THE COMPANY'S EXECUTIVE
	OFFICERS NAMED IN THE PROXY STATEMENT WITH
	RESPECT TO THE FISCAL YEAR ENDED DECEMBER 31,
	2010.
4	SHAREHOLDER PROPOSAL - THAT THE BOARD OF	Shareholder	For	Against
	DIRECTORS ADOPT A POLICY TO REVIEW AND DETERMINE
	WHETHER TO SEEK RECOUPMENT OF BONUSES AND
	OTHER INCENTIVE COMPENSATION.

Page 28 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

ACTIVISION BLIZZARD, INC.
Security	00507V109	Meeting Type	Annual
Ticker Symbol	ATVI	Meeting Date	02-Jun-2011
ISIN	US00507V1098	Agenda	933427189 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: PHILIPPE G.H. CAPRON	Management	For	For
1B	ELECTION OF DIRECTOR: ROBERT J. CORTI	Management	For	For
1C	ELECTION OF DIRECTOR: FREDERIC R. CREPIN	Management	For	For
1D	ELECTION OF DIRECTOR: LUCIAN GRAINGE	Management	For	For
1E	ELECTION OF DIRECTOR: BRIAN G. KELLY	Management	For	For
1F	ELECTION OF DIRECTOR: ROBERT A. KOTICK	Management	For	For
1G	ELECTION OF DIRECTOR: JEAN-BERNARD LEVY	Management	For	For
1H	ELECTION OF DIRECTOR: ROBERT J. MORGADO	Management	For	For
1I	ELECTION OF DIRECTOR: STEPHANE ROUSSEL	Management	For	For
1J	ELECTION OF DIRECTOR: RICHARD SARNOFF	Management	For	For
1K	ELECTION OF DIRECTOR: REGIS TURRINI	Management	For	For
02	ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE	Management	Against	Against
	COMPENSATION.
03	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.

INGERSOLL-RAND PLC
Security	G47791101	Meeting Type	Annual
Ticker Symbol	IR	Meeting Date	02-Jun-2011
ISIN	IE00B6330302	Agenda	933429171 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: A.C. BERZIN	Management	For	For
1B	ELECTION OF DIRECTOR: J. BRUTON	Management	For	For
1C	ELECTION OF DIRECTOR: J.L. COHON	Management	For	For
1D	ELECTION OF DIRECTOR: G.D. FORSEE	Management	For	For
1E	ELECTION OF DIRECTOR: P.C. GODSOE	Management	For	For
1F	ELECTION OF DIRECTOR: E.E. HAGENLOCKER	Management	For	For
1G	ELECTION OF DIRECTOR: C.J. HORNER	Management	For	For
1H	ELECTION OF DIRECTOR: M.W. LAMACH	Management	For	For
1I	ELECTION OF DIRECTOR: T.E. MARTIN	Management	For	For
1J	ELECTION OF DIRECTOR: R.J. SWIFT	Management	For	For
1K	ELECTION OF DIRECTOR: T.L. WHITE	Management	For	For
02	APPROVAL OF A NEW SENIOR EXECUTIVE PERFORMANCE	Management	For	For
	PLAN.
03	ADVISORY VOTE ON THE COMPENSATION OF THE	Management	For	For
	COMPANY'S NAMED EXECUTIVE OFFICERS.
04	ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY	Management	1 Year	For
	VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
	OFFICERS.
05	APPROVAL OF AUTHORITY FOR THE COMPANY AND/OR	Management	For	For
	ANY SUBSIDIARY OF THE COMPANY TO MAKE MARKET
	PURCHASES OF COMPANY SHARES.
06	APPROVAL OF THE APPOINTMENT OF INDEPENDENT	Management	For	For
	AUDITORS AND AUTHORIZATION OF THE AUDIT
	COMMITTEE TO SET THE AUDITORS' REMUNERATION.

ALLIANCE DATA SYSTEMS CORPORATION
Security	018581108	Meeting Type	Annual
Ticker Symbol	ADS	Meeting Date	07-Jun-2011
ISIN	US0185811082	Agenda	933436772 - Management

Item	Proposal		Type	Vote	For/Against
					Management
1	DIRECTOR		Management
	1	BRUCE K. ANDERSON		For	For
	2	ROGER H. BALLOU		For	For
	3	E. LINN DRAPER, JR.		For	For
2	APPROVAL OF EXECUTIVE COMPENSATION.		Management	For	For
3	APPROVAL OF THE FREQUENCY OF AN ADVISORY VOTE		Management	1 Year	For
	ON EXECUTIVE COMPENSATION.
4	TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS		Management	For	For
	THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM OF ALLIANCE DATA SYSTEMS CORPORATION FOR
	2011.

Page 29 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

CHESAPEAKE ENERGY CORPORATION
Security	165167107	Meeting Type	Annual
Ticker Symbol	CHK	Meeting Date	10-Jun-2011
ISIN	US1651671075	Agenda	933455126 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	AUBREY K. MCCLENDON		For	For
	2	DON NICKLES		For	For
	3	KATHLEEN M. EISBRENNER		For	For
	4	LOUIS A. SIMPSON		For	For
02	TO APPROVE AN AMENDMENT TO OUR LONG TERM		Management	For	For
	INCENTIVE PLAN.
03	TO RATIFY THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
	REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
	YEAR ENDING DECEMBER 31, 2011.
04	AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	Against	Against
05	AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN		Management	1 Year	For
	ADVISORY VOTE ON EXECUTIVE COMPENSATION.
06	SHAREHOLDER PROPOSAL REQUESTING AN ADVISORY		Shareholder	For	Against
	SHAREHOLDER VOTE ON DIRECTOR COMPENSATION.

JARDEN CORPORATION
Security	471109108	Meeting Type	Annual
Ticker Symbol	JAH	Meeting Date	13-Jun-2011
ISIN	US4711091086	Agenda	933436861 - Management

Item	Proposal		Type	Vote	For/Against
					Management
1	DIRECTOR		Management
	1	WILLIAM J. GRANT		For	For
	2	RICHARD J. HECKMANN		For	For
	3	IRWIN D. SIMON		For	For
2	APPROVAL OF AN AMENDMENT TO THE COMPANY'S		Management	Against	Against
	RESTATED CERTIFICATE OF INCORPORATION, AS
	AMENDED, TO INCREASE THE NUMBER OF SHARES OF
	AUTHORIZED COMMON STOCK FROM 150,000,000 TO
	300,000,000 SHARES.
3	APPROVAL OF AN AMENDMENT TO THE COMPANY'S		Management	For	For
	RESTATED CERTIFICATE OF INCORPORATION, AS
	AMENDED, TO INCREASE THE MAXIMUM PERMITTED
	NUMBER OF DIRECTORS ON THE COMPANY'S BOARD OF
	DIRECTORS FROM NINE TO TEN.
4	RATIFICATION OF THE APPOINTMENT OF		Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS THE COMPANYS
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	FOR THE YEAR ENDING DECEMBER 31, 2011.
5	AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	Against	Against
6	AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE		Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.

Page 30 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

INVESTMENT TECHNOLOGY GROUP, INC.
Security	46145F105	Meeting Type	Annual
Ticker Symbol	ITG	Meeting Date	14-Jun-2011
ISIN	US46145F1057	Agenda	933444755 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	J. WILLIAM BURDETT		For	For
	2	MINDER CHENG		For	For
	3	CHRISTOPHER V. DODDS		For	For
	4	ROBERT C. GASSER		For	For
	5	TIMOTHY L. JONES		For	For
	6	KEVIN J.P. O'HARA		For	For
	7	MAUREEN O'HARA		For	For
	8	STEVEN S. WOOD		For	For
02	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE		Management	For	For
	INDEPENDENT AUDITORS FOR THE 2011 FISCAL YEAR.
03	ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	For	For
04	ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON		Management	1 Year	For
	EXECUTIVE COMPENSATION.

ABERCROMBIE & FITCH CO.
Security	002896207	Meeting Type	Annual
Ticker Symbol	ANF	Meeting Date	16-Jun-2011
ISIN	US0028962076	Agenda	933453906 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: LAUREN J. BRISKY (CLASS OF	Management	Against	Against
	2014)
1B	ELECTION OF DIRECTOR: ARCHIE M. GRIFFIN (CLASS OF	Management	Against	Against
	2014)
1C	ELECTION OF DIRECTOR: ELIZABETH M. LEE (CLASS OF	Management	Against	Against
	2014)
1D	ELECTION OF DIRECTOR: MICHAEL E. GREENLEES (CLASS	Management	Against	Against
	OF 2013)
1E	ELECTION OF DIRECTOR: KEVIN S. HUVANE (CLASS OF	Management	Against	Against
	2013)
02	ADVISORY VOTE ON THE FREQUENCY OF FUTURE	Management	1 Year	For
	ADVISORY VOTES ON EXECUTIVE COMPENSATION
03	ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION	Management	Against	Against
04	APPROVE AMENDMENTS TO THE COMPANY'S AMENDED	Management	For	For
	AND RESTATED CERTIFICATE OF INCORPORATION TO
	DECLASSIFY BOARD OF DIRECTORS
05	RATIFY APPOINTMENT OF PRICEWATERHOUSECOOPERS	Management	For	For
	LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
	FIRM FOR YEAR ENDING JAN 28, 2012
06	RE-APPROVE THE PERFORMANCE GOALS UNDER THE	Management	Against	Against
	ABERCROMBIE & FITCH CO. 2005 LONG-TERM INCENTIVE
	PLAN
07	APPROVE THE AMENDMENT AND RESTATEMENT OF THE	Management	Against	Against
	ABERCROMBIE & FITCH CO. 2007 LONG-TERM INCENTIVE
	PLAN
08	APPROVE THE STOCKHOLDER PROPOSAL DESCRIBED IN	Shareholder	Against	For
	THE PROXY STATEMENT, IF THE STOCKHOLDER
	PROPOSAL IS PROPERLY PRESENTED AT THE ANNUAL
	MEETING

Page 31 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

JOS. A. BANK CLOTHIERS, INC.
Security	480838101	Meeting Type	Annual
Ticker Symbol	JOSB	Meeting Date	17-Jun-2011
ISIN	US4808381010	Agenda	933453970 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	R. NEAL BLACK		For	For
	2	ROBERT N. WILDRICK		For	For
02	RATIFICATION OF THE APPOINTMENT OF DELOITTE &		Management	For	For
	TOUCHE LLP AS THE COMPANY'S REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
	JANUARY 28, 2012.
03	AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	For	For
04	AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE		Management	1 Year	For
	EXECUTIVE COMPENSATION VOTES.

BEST BUY CO., INC.
Security	086516101	Meeting Type	Annual
Ticker Symbol	BBY	Meeting Date	21-Jun-2011
ISIN	US0865161014	Agenda	933469252 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	RONALD JAMES		For	For
	2	SANJAY KHOSLA		For	For
	3	GEORGE L. MIKAN III		For	For
	4	MATTHEW H. PAULL		For	For
	5	RICHARD M. SCHULZE		For	For
	6	HATIM A. TYABJI		For	For
02	RATIFICATION OF THE APPOINTMENT OF DELOITTE &		Management	For	For
	TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH
	3, 2012.
03	APPROVAL OF AN AMENDMENT AND RESTATEMENT OF		Management	For	For
	OUR AMENDED AND RESTATED BY-LAWS TO REMOVE THE
	MAXIMUM FOR THE NUMBER OF DIRECTORS SERVING ON
	THE BOARD OF DIRECTORS AND TO AUTHORIZE THE
	BOARD OF DIRECTORS TO DETERMINE THE NUMBER OF
	DIRECTORS SERVING FROM TIME TO TIME.
04	APPROVAL OF AMENDMENTS TO OUR 2004 OMNIBUS		Management	Against	Against
	STOCK AND INCENTIVE PLAN, AS AMENDED.
05	APPROVAL OF OUR EXECUTIVE SHORT-TERM INCENTIVE		Management	Against	Against
	PLAN.
06	ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	For	For
07	ADVISORY VOTE ON FREQUENCY OF SHAREHOLDER		Management	1 Year	Against
	ADVISORY VOTES ON OUR EXECUTIVE COMPENSATION.
08	VOTE ON THE NON-BINDING SHAREHOLDER PROPOSAL		Shareholder	For	Against
	REGARDING DECLASSIFICATION OF OUR BOARD OF
	DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING.

BED BATH & BEYOND INC.
Security	075896100	Meeting Type	Annual
Ticker Symbol	BBBY	Meeting Date	23-Jun-2011
ISIN	US0758961009	Agenda	933466763 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: WARREN EISENBERG	Management	Against	Against
1B	ELECTION OF DIRECTOR: LEONARD FEINSTEIN	Management	Against	Against
1C	ELECTION OF DIRECTOR: STEVEN H. TEMARES	Management	Against	Against
1D	ELECTION OF DIRECTOR: DEAN S. ADLER	Management	Against	Against
1E	ELECTION OF DIRECTOR: STANLEY F. BARSHAY	Management	Against	Against
1F	ELECTION OF DIRECTOR: KLAUS EPPLER	Management	Against	Against
1G	ELECTION OF DIRECTOR: PATRICK R. GASTON	Management	Against	Against
1H	ELECTION OF DIRECTOR: JORDAN HELLER	Management	Against	Against
1I	ELECTION OF DIRECTOR: VICTORIA A. MORRISON	Management	Against	Against
02	RATIFICATION OF THE APPOINTMENT OF KPMG LLP	Management	For	For
03	TO APPROVE, BY NON-BINDING VOTE, THE 2010	Management	Against	Against
	COMPENSATION PAID TO THE COMPANY'S NAMED
	EXECUTIVE OFFICERS
04	TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY	Management	1 Year	For
	OF FUTURE ADVISORY VOTES ON EXECUTIVE
	COMPENSATION

Page 32 of 33

Thompson Plumb MidCap Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

MOBILE MINI, INC.
Security	60740F105	Meeting Type	Annual
Ticker Symbol	MINI	Meeting Date	28-Jun-2011
ISIN	US60740F1057	Agenda	933449995 - Management

Item	Proposal		Type	Vote	For/Against
					Management
01	DIRECTOR		Management
	1	STEVEN G. BUNGER		For	For
	2	SANJAY SWANI		For	For
	3	MICHAEL L. WATTS		For	For
02	RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP		Management	For	For
	AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
	2011.
03	ADVISORY VOTE ON EXECUTIVE COMPENSATION.		Management	For	For
04	ADVISORY VOTE ON THE FREQUENCY OF FUTURE		Management	1 Year	Against
	ADVISORY VOTES ON EXECUTIVE COMPENSATION.

Page 33 of 33

Thompson Plumb Bond Fund
Proxy Voting Record for Period 07/01/2010 to 06/30/2011

CIT GROUP INC.
Security	125581801	Meeting Type	Annual
Ticker Symbol	CIT	Meeting Date	10-May-2011
ISIN	US1255818015	Agenda	933399203 - Management

Item	Proposal	Type	Vote	For/Against
				Management
1A	ELECTION OF DIRECTOR: JOHN A. THAIN	Management	Against	Against
1B	ELECTION OF DIRECTOR: MICHAEL J. EMBLER	Management	Against	Against
1C	ELECTION OF DIRECTOR: WILLIAM M. FREEMAN	Management	Against	Against
1D	ELECTION OF DIRECTOR: DAVID M. MOFFETT	Management	Against	Against
1E	ELECTION OF DIRECTOR: R. BRAD OATES	Management	Against	Against
1F	ELECTION OF DIRECTOR: MARIANNE MILLER PARRS	Management	Against	Against
1G	ELECTION OF DIRECTOR: GERALD ROSENFELD	Management	Against	Against
1H	ELECTION OF DIRECTOR: JOHN R. RYAN	Management	Against	Against
1I	ELECTION OF DIRECTOR: SEYMOUR STERNBERG	Management	Against	Against
1J	ELECTION OF DIRECTOR: PETER J. TOBIN	Management	Against	Against
1K	ELECTION OF DIRECTOR: LAURA S. UNGER	Management	Against	Against
02	TO RATIFY THE APPOINTMENT OF	Management	For	For
	PRICEWATERHOUSECOOPERS LLP AS CIT'S INDEPENDENT
	AUDITORS FOR 2011.
03	TO APPROVE, ON AN ADVISORY BASIS, THE	Management	Against	Against
	COMPENSATION OF CIT'S NAMED EXECUTIVE OFFICERS,
	AS DISCLOSED IN CIT'S PROXY STATEMENT
04	TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY	Management	1 Year	For
	WITH WHICH CIT HOLDS STOCKHOLDER ADVISORY VOTES
	ON EXECUTIVE COMPENSATION.
05	TO APPROVE CIT'S 2011 EMPLOYEE STOCK PURCHASE	Management	For	For
	PLAN, INCLUDING THE NUMBER OF SHARES AVAILABLE
	FOR PURCHASE THEREUNDER.

Page 1 of 1

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,
	Chief Executive Officer and President
Date: August 12, 2011