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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

THOMPSON PLUMB FUNDS, INC.
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(Name of Registrant as Specified in Its Charter)

Not Applicable
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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[THOMPSON PLUMB FUNDS, INC. LETTERHEAD]

November 26, 2003

Dear Thompson Plumb Fund Shareholder:

We are enclosing proxy materials to ask for your vote on proposals relating to
new investment advisory agreements for each mutual fund series of Thompson Plumb
Funds, Inc. The proposals will be presented at a Special Meeting of Shareholders
on January 16, 2004, at 11:00 a.m. Central Standard Time, at the offices of the
Funds, located at 1200 John Q. Hammons Drive, Madison, Wisconsin 53717. THE
BOARD OF DIRECTORS BELIEVES THAT THESE PROPOSALS ARE IN THE BEST INTERESTS OF
THE SHAREHOLDERS OF THE FUNDS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
APPROVAL OF THE NEW ADVISORY AGREEMENTS.

New investment advisory agreements for the Funds are necessary because of the
upcoming separation of Thompson, Plumb & Associates ("TPA"), the adviser to the
Funds, into two firms. The separation is expected to occur in late December, and
will cause the current advisory agreement with TPA to terminate automatically.
Pursuant to the separation, John W. Thompson will relinquish his 50% ownership
interest in TPA and own a new advisory firm named Thompson Investment
Management, LLC ("TIM"). It is proposed that, TPA, under the sole ownership of
Thomas G. Plumb, would continue to serve as investment adviser to the Select,
Blue Chip and Balanced Funds, and that TIM would serve as investment adviser to
the Growth and Bond Funds. Shareholders of each of the Growth and Bond Funds
will be asked to approve a new advisory agreement with TIM, and the shareholders
of each of the Select, Blue Chip and Balanced* Funds will be asked to approve a
new advisory agreement with TPA. The portfolio managers of the Funds will not
change as the result of the separation, and the fees payable by the Funds under
the proposed advisory agreements are the same as those paid under the current
agreement.

Each of these proposals is more fully discussed in the Proxy Statement. We urge
you to read carefully the enclosed materials before deciding how to vote.

YOUR VOTE IS IMPORTANT! WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, WE URGE
YOU TO VOTE YOUR SHARES. For your convenience you may vote by signing, dating,
and returning the enclosed proxy card at your earliest convenience. This will
ensure the presence of a quorum at the meeting. Promptly voting your shares will
save us the expense and extra work of additional solicitation. A postage
pre-paid envelope is enclosed for your convenience. Sending in your proxy card
will not prevent you from voting your stock at the meeting if you desire to do
so, as your vote by proxy is revocable at your option. Please read the enclosed
Proxy Statement and proxy card for more detailed instructions.

Thank you for your continued confidence in our family of funds.

Very truly yours,

THOMPSON PLUMB FUNDS, INC.

John W. Thompson, CFA Thomas G. Plumb, CFA
CHAIRMAN & SECRETARY PRESIDENT & TREASURER

* Shareholders of the Balanced Fund should note that they are being asked, by
means of a separate prospectus/ proxy statement, to vote on a proposed
reorganization under which the Balanced Fund would transfer all of its assets
and liabilities to the Dreyfus Premier Balanced Opportunity Fund, a newly
created fund to be managed by The Dreyfus Corporation. As a result of that
reorganization, Balanced Fund shareholders would become shareholders of the
Dreyfus Premier Balanced Opportunity Fund. Approval by the Balanced Fund
shareholders of a new advisory agreement with TPA is needed only if the
reorganization is not approved by the Balanced Fund shareholders or otherwise
completed.

THOMPSON PLUMB FUNDS, INC.
QUESTIONS AND ANSWERS
REGARDING PROPOSALS TO BE CONSIDERED AT SPECIAL SHAREHOLDER MEETING

WHAT ARE THE PROPOSALS?

Shareholders of each of the Funds are being asked to approve a new
investment advisory agreement for their Fund at a special meeting of
shareholders to be held on Friday, January 16, 2004, at 11:00 a.m., Central
Standard Time, at the offices of Thompson Plumb Funds, Inc., located at 1200
John Q. Hammons Drive, Madison, Wisconsin 53717 ("Special Meeting"). Proposals
1, 2 and 3 solicit approval by the shareholders of the Select, Blue Chip and
Balanced Funds, respectively, of a new advisory agreement ("New TPA Advisory
Agreement") with Thompson, Plumb & Associates, Inc. ("TPA"), pursuant to which
TPA would be the investment adviser to those Funds. Proposals 4 and 5 solicit
approval by the shareholders of the Growth and Bond Funds of a new advisory
agreement ("New TIM Advisory Agreement") with Thompson Investment Management,
LLC ("TIM"), pursuant to which TIM would be the investment adviser to those
Funds.

WHY AM I BEING ASKED TO APPROVE A NEW ADVISORY AGREEMENT?

Under the current Advisory Agreement between the Company and TPA, dated
February 7, 1992, as amended ("Current Agreement"), TPA acts as investment
adviser to all of the Funds. In October 2003, Thomas G. Plumb and John W.
Thompson (each of whom owns 50% of TPA's common stock) informed the Board that
they had agreed in principle to the separation of TPA into the following two
firms: (1) a continuation of TPA, to be owned by Thomas G. Plumb, which would
continue to serve as investment adviser to the Select, Blue Chip and Balanced
Funds; and (2) TIM, a newly formed investment advisory firm to be owned by John
W. Thompson, which would serve as investment adviser to the Growth and Bond
Funds (the "TPA Separation"). The TPA Separation is expected to occur on
December 31, 2003. The Current Agreement, like all investment advisory
contracts, provides for its automatic termination in the event of an
"assignment" as defined in the Investment Company Act of 1940. An assignment
includes a transaction involving a change in control of the advisory firm.
Because the TPA Separation constitutes a change in control of TPA, the Current
Agreement will terminate as a result of the TPA Separation. Therefore, new
advisory agreements will be required for each of the Funds.

WHAT ARE THE DIFFERENCES BETWEEN THE CURRENT AGREEMENT AND NEW TPA ADVISORY
AGREEMENT FOR THE SELECT, BLUE CHIP AND BALANCED FUNDS?

The New TPA Advisory Agreement is substantially similar to the Current
Agreement. TPA will, as investment adviser, manage the investment operations of
the Select, Blue Chip and Balanced Funds under the New TPA Advisory Agreement,
as it does for those Funds under the Current Agreement. The fees paid by such
Funds to TPA will remain the same under the New TPA Advisory Agreement as under
the Current Agreement. However, unlike the Current Agreement, the New TPA
Advisory Agreement does not require TPA to provide administrative services to
the Funds. If the shareholders of a Fund approve the New TPA Advisory Agreement,
the administrative and accounting services for all the Funds will be provided by
TIM under a separate administrative and accounting services agreement that has
been approved by the Company's Board of Directors. The aggregate fees to be paid
by the Select, Blue Chip and Balanced Funds for advisory, administrative and
accounting services will be the same as the aggregate fees currently paid by
those Funds for such services.

WHAT ARE THE DIFFERENCES BETWEEN THE CURRENT AGREEMENT AND NEW TIM ADVISORY
AGREEMENT FOR THE GROWTH AND BOND FUNDS?

The New TIM Advisory Agreement is substantially similar to the Current
Agreement, although TIM rather than TPA will serve as the investment adviser to
the Growth and Bond Funds under the New TIM Advisory Agreement. The fees paid by
each Fund to TIM will remain the same under the New TIM Advisory Agreement as
paid by each Fund to TPA under the Current Agreement. However, unlike the
Current Agreement, the New TIM Advisory Agreement does not require TIM to
provide administrative services to the

Funds. If the shareholders of a Fund approve the New TIM Advisory Agreement, the
administrative and accounting services for all the Funds would be provided by
TIM under a separate administrative and accounting services agreement that has
been approved by the Company's Board of Directors. The aggregate fees to be paid
by the Growth and Bond Funds for advisory, administrative and accounting
services will be the same as the aggregate fees currently paid by those Funds
for such services.

WILL THE PORTFOLIO MANAGERS OF ANY OF THE FUNDS CHANGE IF THE NEW ADVISORY
AGREEMENTS ARE APPROVED?

The portfolio manager(s) of each of the Funds will remain the same
following the effective date of the New TPA Advisory Agreement and the New TIM
Advisory Agreement.

WHAT IS THOMPSON, PLUMB AND ASSOCIATES, INC.?

TPA is the current investment adviser to all of the Funds pursuant to
the Current Agreement. Subject to shareholder approval of the New TPA Advisory
Agreement, TPA will continue to serve as investment adviser to the Select, Blue
Chip and Balanced Funds. Thomas G. Plumb and John W. Thompson each currently own
50% of the common stock of TPA. After the TPA Separation, Mr. Plumb will own all
of the common stock of TPA and be its President, and Clint Oppermann, David
Duchow and Tim O'Brien will be its Vice Presidents. Mr. Oppermann will continue
to serve as portfolio manager of the Select Fund, Messrs. Duchow and O'Brien
will continue to serve as co-portfolio mangers of the Blue Chip Fund, and Mr.
Plumb will continue to serve as primary portfolio manager of the Balanced Fund,
with Messrs. Duchow and O'Brien serving as associate portfolio managers.

WHAT IS THOMPSON INVESTMENT MANAGEMENT, LLC?

Following the TPA Separation, John W. Thompson will own all of the
outstanding interests of a new investment advisory firm, TIM, which will be
registered with the Securities and Exchange Commission. Mr. Thompson will be the
President of TIM and his son, John C. Thompson, will be its Vice President. John
W. Thompson and John C. Thompson will continue as co-portfolio managers of the
Growth Fund and John W. Thompson will continue as portfolio manager of the Bond
Fund. Subject to shareholder approval of the New TIM Advisory Agreement, TIM
will serve as investment adviser to the Growth and Bond Funds.

WHEN WILL THE NEW ADVISORY AGREEMENTS BECOME EFFECTIVE?

If approved by the shareholders of any Fund, the New TPA Advisory
Agreement or the New TIM Advisory Agreement, as the case may be, will become
effective with respect to that Fund immediately following such approval on
January 16, 2004.

WHAT ARE THE INTERIM ADVISORY AGREEMENTS AND WHY ARE THEY NECESSARY?

Because the TPA Separation and termination of the Current Agreement
will occur before shareholders can approve new investment advisory agreements at
the Special Meeting, the Board has approved interim advisory agreements for the
Funds so that the advisory services currently provided to the Funds would not be
interrupted. Rule 15a-4 under the Investment Company Act of 1940 permits each
Fund to be advised following termination of an investment advisory agreement
pursuant to an interim agreement until such time the shareholders of the Fund
can approve a new investment advisory agreement or for a period of up to 150
days, whichever is earlier. Under the interim agreements (which are nearly
identical to the Current Agreement), TPA will provide advisory and
administrative services to the Select, Blue Chip and Balanced Funds, and TIM
will provide advisory and administrative services to the Growth and Bond Funds.
The interim agreements will be effective from the date of the TPA Separation on
December 31, 2003 until January 16, 2004, assuming shareholder approval of new
investment advisory agreements.

HOW DO I VOTE?

You may vote by completing and signing the proxy card and returning it
in the enclosed postage pre-paid envelope or by voting in person at the Special
Meeting. Even if you intend to attend the Special Meeting and vote your shares
in person, you are urged to complete and return the enclosed proxy card. Sending
in your proxy card will not prevent you from voting your stock at the Special
Meeting if you desire to do so, as your vote by proxy is revocable at your
option.

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NOTE TO BALANCED FUND SHAREHOLDERS:

The Balanced Fund shareholders will be receiving separate proxy
materials relating to a proposed reorganization ("Reorganization") of the
Balanced Fund. Under the Reorganization, the Balanced Fund will transfer all of
its assets and liabilities to the Dreyfus Premier Balanced Opportunity Fund, a
newly created fund to be managed by The Dreyfus Corporation. In the
Reorganization, Balanced Fund shareholders will become shareholders of the
Dreyfus Premier Balanced Opportunity Fund. If the Balanced Fund shareholders
approve the Reorganization, their approval of the New TPA Advisory Agreement
will be unnecessary because that agreement will not take effect with respect to
the Balanced Fund. However, if the Balanced Fund shareholders do not approve the
Reorganization, or if the Reorganization is not otherwise completed, they will
need to approve the New TPA Advisory Agreement in order to enable TPA to
continue serving as investment adviser to the Balanced Fund. Therefore, Balanced
Fund shareholders are urged to complete, sign and return the separate proxy
cards, voting "FOR" both the Reorganization and the New TPA Advisory Agreement.
- --------------------------------------------------------------------------------

iii

THOMPSON PLUMB FUNDS, INC.

SELECT FUND
BLUE CHIP FUND
BALANCED FUND
GROWTH FUND
BOND FUND

1200 John Q. Hammons Drive
Madison, Wisconsin 53717
Telephone: (800) 999-0887
www.thompsonplumb.com

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
ON JANUARY 16, 2004

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TO THE SHAREHOLDERS OF EACH MUTUAL FUND SERIES OF THOMPSON PLUMB FUNDS, INC.:

A Special Meeting of Shareholders (the "Special Meeting") of Thompson
Plumb Funds, Inc. (the "Company") will be held on Friday, January 16, 2004, at
11:00 a.m., Central Standard Time, at the offices of the Funds, located at 1200
John Q. Hammons Drive, Madison, Wisconsin 53717, for the following purposes:

1. to approve a new investment advisory agreement with Thompson,
Plumb & Associates ("TPA") for the Select Fund (Select Fund
shareholders only);

2. to approve a new investment advisory agreement with TPA for
the Blue Chip Fund (Blue Chip Fund shareholders only);

3. to approve a new investment advisory agreement with TPA for
the Balanced Fund (Balanced Fund shareholders only);

4. to approve a new investment advisory agreement with Thompson
Investment Management, LLC ("TIM") for Growth Fund (Growth
Fund shareholders only);

5. to approve a new investment advisory agreement with TIM for
the Bond Fund (Bond Fund shareholders only); and

6. to transact such other business as properly may come before
the meeting or an adjournment thereof.

The Proxy Statement accompanying this notice contains more complete
information regarding the matters to be acted upon at the Special Meeting. The
Board of Directors has fixed the close of business on November 14, 2003, as the
record date for determining shareholders entitled to notice of, and to vote at,
the Special Meeting and any adjournment thereof. Only shareholders of record at
the close of business on that date will be entitled to vote.

By Order of the Board of Directors

Madison, Wisconsin JOHN W. THOMPSON, CFA
November 26, 2003 CHAIRMAN & SECRETARY

THOMPSON PLUMB FUNDS, INC.

SELECT FUND
BLUE CHIP FUND
BALANCED FUND
GROWTH FUND
BOND FUND

1200 John Q. Hammons Drive
Madison, Wisconsin 53717
Telephone: (800) 999-0887
www.thompsonplumb.com

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PROXY STATEMENT

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SOLICITATION

This Proxy Statement is being furnished by the Board of Directors (the
"Board") of Thompson Plumb Funds, Inc., a Wisconsin corporation (the "Company"),
to the shareholders of each mutual fund series of the Company (each a "Fund,"
and collectively, the "Funds") in connection with the solicitation of proxies
for use at a special meeting of shareholders (the "Special Meeting") to be held
on Friday, January 16, 2004, at 11:00 a.m., Central Standard Time, at the
offices of the Funds, located at 1200 John Q. Hammons Drive, Madison, Wisconsin
53717, or any adjournment thereof. The Board is soliciting your proxy with
respect to the proposals described in this Proxy Statement, which will be
considered at the Special Meeting. The Board encourages you to read this Proxy
Statement carefully and mark and return the enclosed proxy.

The Board is conducting the solicitation of proxies for use at the
Special Meeting principally through the mailing of this Proxy Statement and the
accompanying proxy card. Officers and employees of the Company, Thompson, Plumb
& Associates, Inc. ("TPA"), the current investment adviser to the Funds and
proposed adviser to the Select, Blue Chip and Balanced Funds, and Thompson
Investment Management, LLC ("TIM"), the proposed adviser to the Growth and Bond
Funds, may also solicit shareholder proxies in person, by telephone, by
facsimile, or via the Internet.

The Funds will not be responsible for any of the costs and expenses
associated with this proxy solicitation, which are estimated to be $75,000. All
such costs and expenses will be borne equally by TPA and TIM.

This Proxy Statement and the accompanying materials are being mailed to
shareholders on or about November 26, 2003.

SUMMARY OF PROPOSALS

This Proxy Statement explains each of the proposals (the "Proposals")
that will be considered at the Special Meeting. The Proposals are briefly
described below and more thoroughly discussed under the section "Proposals"
herein. All of the Proposals relate to new investment advisory agreements for
the Funds, which are required because of the upcoming separation of TPA into the
following two firms: (1) a continuation of TPA, to be owned by Thomas G. Plumb,
which would continue to serve as investment adviser to the Select Fund, Blue
Chip Fund, and Balanced Fund; and (2) TIM, a newly formed investment advisory
firm owned by John W. Thompson, which would serve as investment adviser to the
Growth and Bond Funds (the "TPA Separation"). The TPA Separation is expected to
occur on December 31, 2003.

The current Advisory Agreement between the Company and TPA, dated
February 7, 1992, as amended ("Current Agreement"), under which TPA acts as
investment adviser to all of the Funds, will terminate by its terms upon the TPA
Separation. Therefore, new advisory agreements will be required for the Funds.
Because the TPA Separation and termination of the Current Agreement will occur
before shareholders can approve new advisory agreements at the Special Meeting,
the Board has approved interim advisory agreements for the Funds so that the
advisory services currently provided to the Funds will not be interrupted. The
interim advisory agreements for the Funds will become effective upon the TPA
Separation and continue until the shareholders of the Funds approve new
investment advisory agreements or May 29, 2004, whichever is sooner to occur.
Pursuant to an interim advisory agreement between TPA and the Company ("Interim
TPA Advisory Agreement"), TPA will provide advisory and administrative services
to the Select, Blue Chip and Balanced Funds, and pursuant to an interim advisory
agreement between TIM and the Company ("Interim TIM Advisory Agreement"), TIM
will provide advisory and administrative services to the Growth and Bond Funds.
The terms of each of the Interim TIM Advisory Agreement are nearly identical to
the Current Agreement except for the fact that TIM rather than TPA will provide
services to the Growth and Bond Funds and for the duration and termination
provisions and the escrowing of fees.

In order for the Funds to continue to receive investment advisory
services, shareholders of the Funds must approve new investment advisory
agreements. Therefore, the Board, including those directors who are not
interested persons of the Company, unanimously recommends that you vote "FOR"
each of the Proposals that apply to you.

SELECT, BLUE CHIP AND BALANCED FUNDS

PROPOSAL 1 - APPROVAL OF INVESTMENT ADVISORY AGREEMENT FOR THE SELECT FUND
PROPOSAL 2 - APPROVAL OF INVESTMENT ADVISORY AGREEMENT FOR THE BLUE CHIP FUND
PROPOSAL 3 - APPROVAL OF INVESTMENT ADVISORY AGREEMENT FOR THE BALANCED FUND

Shareholders of each of the Select, Blue Chip and Balanced Funds will
be asked to approve a new investment advisory agreement between the Company and
TPA attached hereto as Exhibit A (the "New TPA Advisory Agreement"), under which
TPA would act as investment adviser to those Funds.

However, unlike the Current Agreement, the New TPA Advisory Agreement
does not require TPA to provide administrative services to the Funds. If the
shareholders of a Fund approve the New TPA Advisory Agreement, the
administrative and accounting services for all the Funds will be provided by TIM
under a separate administrative and accounting services agreement that has been
approved by the Company's Board of Directors. The aggregate fees to be paid by
the Select, Blue Chip and Balanced Funds for advisory, administrative

and accounting services will be the same as the aggregate fees currently paid by
those Funds for such services.

If approved by shareholders of each of the Select, Blue Chip and
Balanced Funds, the New TPA Advisory Agreement will become effective for such
Fund upon such approval.

NOTE TO BALANCED FUND SHAREHOLDERS. Shareholders of the Balanced Fund
will be receiving separate proxy materials relating to the reorganization of the
Balanced Fund into the Dreyfus Premier Balanced Opportunity Fund, a newly
created mutual fund to be managed by The Dreyfus Corporation. If the Balanced
Fund shareholders approve the reorganization, their approval of the New TPA
Advisory Agreement will be unnecessary. Approval of the New TPA Advisory
Agreement by the Balanced Fund shareholders is only being sought in the event
such shareholders do not approve the reorganization.

GROWTH AND BOND FUNDS

PROPOSAL 4 - APPROVAL OF INVESTMENT ADVISORY AGREEMENT FOR THE GROWTH FUND
PROPOSAL 5 - APPROVAL OF INVESTMENT ADVISORY AGREEMENT FOR THE BOND FUND

Shareholders of each of the Growth and Bond Funds will be asked to
approve a new investment advisory agreement between the Company and TIM attached
hereto as Exhibit B (the "New TIM Advisory Agreement"), under which TIM would
act as investment adviser to those Funds.

The New TIM Advisory Agreement is substantially similar to the Current
Agreement. Although TIM rather than TPA will serve as the investment adviser to
the Growth and Bond Funds under the New TIM Advisory Agreement, the current
portfolio manager(s) of each Fund will remain as such following the effective
date of the New TIM Advisory Agreement and the fees paid by each Fund to TIM
will remain the same under the New TIM Advisory Agreement as under the Current
Agreement.

However, unlike the Current Agreement, the New TIM Advisory Agreement
does not require TIM to provide administrative services to the Funds. If the
shareholders of a Fund approve the New TIM Advisory Agreement, the
administrative and accounting services for all the Funds would be provided by
TIM under a separate administrative and accounting services agreement that has
been approved by the Company's Board of Directors. The aggregate fees to be paid
by the Growth and Bond Funds for advisory, administrative and accounting
services will be the same as the aggregate fees currently paid by those Funds
for such services.

If approved by shareholders of each of the Growth and Bond Funds, the
New TIM Advisory Agreement would become effective for such Fund upon such
approval.

* * * * *

Please read this proxy statement carefully before voting on the
Proposals. If you have questions about this Proxy Statement or if you would like
additional information regarding the Proposals, please contact the Company at
1200 John Q. Hammons Drive, Madison, Wisconsin 53717, or by calling
1-800-999-0887.

VOTING INFORMATION

SHAREHOLDERS ELIGIBLE TO VOTE

The Board has determined that shareholders of the Funds as of the close
of business on November 14, 2003 (the "Record Date") are entitled to notice of
the Special Meeting and are eligible to vote at the Special Meeting (or any
adjournment thereof) on those Proposals applicable to the Fund or Funds for
which they hold shares. Voting eligibility requirements for each of the
Proposals is set forth below.

Proposal 1 Only shareholders of the Select Fund are eligible to vote.

Proposal 2 Only shareholders of the Blue Chip Fund are eligible to vote.

Proposal 3 Only shareholders of the Balanced Fund are eligible to vote.

Proposal 4 Only shareholders of the Growth Fund are eligible to vote.

Proposal 5 Only shareholders of the Bond Fund are eligible to vote.

NUMBER OF VOTES

The number of shares of each Fund outstanding as of the Record Date is
set forth below. Shareholders holding shares of a Fund eligible to vote on a
Proposal will be entitled to one vote per share (and one fractional vote for
each fractional share) of that Fund.

FUND NAME NUMBER OF OUTSTANDING SHARES
- --------- ----------------------------

Growth Fund

Select Fund

Blue Chip Fund

Balanced Fund

Bond Fund

QUORUM

In order for a vote on any Proposal to be taken at the Special Meeting,
there must exist a quorum of shareholders eligible to vote on that Proposal. The
presence at the Special Meeting, in person or by proxy, of shareholders of each
Fund representing a majority of the shares of that Fund outstanding and entitled
to vote on a Proposal applicable to that Fund constitutes a quorum for such
Proposal. Although abstentions and "broker non-votes" (as defined below) are not
counted toward the approval of any of the Proposals, abstentions and "broker
non-votes" will be counted for purposes of determining whether a quorum is
present. However, abstentions and "broker non-votes" have the effect of votes
cast against the Proposals given their approval requirements. Broker non-votes
are shares held by a broker or nominee for which a validly executed proxy is
received but are not voted as to one or more of the Proposals because
instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power.

VOTES REQUIRED TO PASS PROPOSALS

Shareholders of each Fund will vote as a separate class for purposes of
approving the new investment advisory agreement applicable to that Fund. In
order for the new investment advisory agreement to be approved with respect to a
given Fund, the agreement must be approved by the lesser of: (i) shareholders
owning 67% or more of the shares of that Fund present at the Special Meeting, if
shareholders holding more than 50% of the outstanding shares of that Fund are
present at the Special Meeting, in person or by proxy; or (ii) shareholders
owning more than 50% of the outstanding shares of that Fund.

ADJOURNMENT

In the event that sufficient votes in favor of any Proposal are not
received by the time scheduled for the Special Meeting, the persons named as
proxies may propose one or more adjournments of the Special meeting to permit
further solicitation of proxies with respect to that Proposal. Any such
adjournment will require the affirmative vote of a majority of the votes cast on
the question in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxy will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of that Proposal. They
will vote against any such adjournment those proxies required to be voted
against any that Proposal.

EXECUTION OF PROXIES

Any shareholder entitled to vote on a Proposal may vote at the Special
Meeting in person or by a duly executed proxy. Shares represented by properly
executed proxies received by Company will be voted at the Special Meeting and
any adjournment thereof in accordance with the terms of the proxies.

If no instructions are specified in a properly executed, unrevoked
proxy, such shares will be voted "FOR" the approval of the New TPA Advisory
Agreement under Proposals 1, 2, and 3; and "FOR" the approval of the New TIM
Advisory Agreement under Proposals 4 and 5. Proxies will be voted in the
discretion of the persons named in the proxy on any other proposals properly
brought before the Special Meeting. The Board presently does not anticipate that
any other matters will be considered at the Special Meeting.

REVOCATION OF PROXIES

A shareholder may revoke his or her proxy at any time prior to the
voting thereof by filing a written notice of revocation with the Secretary of
Company, by delivering a duly executed proxy bearing a later date, or by
attending the Special Meeting and voting his or her shares in person. Unless so
revoked, the shares represented by a properly executed proxy will be voted at
the Special Meeting and at any adjournment thereof in accordance with the
instructions indicated on that proxy.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information, as of the Record Date,
regarding the ownership of the shares of the Funds held by persons known to own,
beneficially, or as noted, of record, five percent (5%) or more of the
outstanding shares of any Fund, each director and executive officer of the
Company, and the group consisting of all directors and executive officers of the
Company. Unless specifically shown in the table below, a director or executive
officer does not own any shares of the relevant Fund.

AGGREGATE PERCENTAGE OF ALL
RECORD OR BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE OF FUND SHARES COMPANY SHARES
-------------------------- ---------------- ------------------------- --------------

GROWTH FUND:

Charles Schwab (record)
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services (record)
1 World Financial Center
200 Liberty Street, 5th Floor
New York, NY 10281-5500

Mary Ann Deibele,
Director
20029 Reichardt Road
Kiel, WI 53042

John W. Feldt
Director
1848 University Ave.
Madison, WI 53726

Donald A. Nichols
Director
1225 Observatory Dr.
Madison, WI 53706

Thomas G. Plumb
Director, President and Treasurer
1200 John Q. Hammons Drive
Madison, WI 53717

John W. Thompson
Director, Chairman and Secretary
1200 John Q. Hammons Drive
Madison, WI 53717

All officers and directors of the
Company as a group (5 persons)

SELECT FUND:

Stephen Richards
E*Trade Securities
10951 White Rock Road
Rancho Cordova, CA 95670-6029

Thompson Plumb Trust Co. (record)
1200 John Q. Hammons Drive
Madison, WI 53717

James & Charlotte Delaney
c/o Northern Trust
P.O. Box 92956
Chicago, IL 60675-2956

Bethany Lutheran
c/o Wells Fargo Bank
P.O. Box 1533
Minneapolis, MN 55480-1533

Thomas G. Plumb
Director, President and Treasurer
1200 John Q. Hammons Drive
Madison, WI 53717

AGGREGATE PERCENTAGE OF ALL
RECORD OR BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE OF FUND SHARES COMPANY SHARES
-------------------------- ---------------- ------------------------- --------------

John W. Thompson
Director, Chairman and Secretary
1200 John Q. Hammons Drive
Madison, WI 53717

All officers and directors of the
Company as a group (5 persons)

BLUE CHIP FUND:

Thompson Plumb Trust Co. (record)
1200 John Q. Hammons Drive
Madison, WI 53717

Charles Schwab (record)
101 Montgomery Street
San Francisco, CA 94104-4122

Thomas G. Plumb
Director, President and Treasurer
1200 John Q. Hammons Drive
Madison, WI 53717

John W. Thompson
Director, Chairman and Secretary
1200 John Q. Hammons Drive
Madison, WI 53717

All officers and directors of the
Company as a group (5 persons)

BALANCED FUND:

Charles Schwab (record)
101 Montgomery Street
San Francisco, CA 94104-4122

Thompson Plumb Trust Co. (record)
1200 John Q. Hammons Drive
Madison, WI 53717

Mitra & Co. (record)
c/o Marshall & Ilsley Trust
1000 North Water Street, Floor 14
Milwaukee, WI 53202-6648

John W. Feldt
Director
1848 University Ave.
Madison, WI 53726

Donald A. Nichols
Director
1225 Observatory Dr.
Madison, WI 53706

Thomas G. Plumb
Director, President and Treasurer
1200 John Q. Hammons Drive
Madison, WI 53717

John W. Thompson
Director, Chairman and Secretary
1200 John Q. Hammons Drive
Madison, WI 53717

All officers and directors of the
Company as a group(5 persons)

AGGREGATE PERCENTAGE OF ALL
RECORD OR BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE OF FUND SHARES COMPANY SHARES
-------------------------- ---------------- ------------------------- --------------

BOND FUND:

Thompson Plumb Trust Co. (record)
1200 John Q. Hammons Drive
Madison, WI 53717

CAPINCO (record)
c/o U.S. Bank, National Association
P.O. Box 1787
Milwaukee, WI 53201-1787

Charles Schwab (record)
101 Montgomery Street
San Francisco, CA 94104-4122

Fifth Third Bank (record)
P.O. Box 630074
Cincinnati, OH 45263-0074

Owen Ayres Profit Sharing Plan
c/o U.S. Bank, National Association
P.O. Box 1787
Milwaukee, WI 53201-1787

UW Platteville Foundation
c/o U.S. Bank, National Association
P.O. Box 1787
Milwaukee, WI 53201-1787

Strand Associates Profit Sharing
c/o Fifth Third Bank
P.O. Box 630074
Cincinnati, OH 45263-0074

Southwest Health Center
c/o Thompson Plumb Trust Company
1200 John Q. Hammons Drive
Madison, WI 53717

All officers and directors of the
Company as a group (5 persons)

- ------------------------------------

* Denotes less than 1%.

CHANGES IN CONTROL

There are no arrangements known to the Company or to the directors of
the Company, including any pledge by any person of securities of Company, the
operation of which may at a subsequent date result in a change of control of
Company. Since the beginning of Company's last fiscal year there has been no
change in control of Company.

BACKGROUND TO THE PROPOSALS

SEPARATION OF TPA AND TERMINATION OF CURRENT ADVISORY AGREEMENT

In October 2003, John W. Thompson and Thomas G. Plumb informed the
Company's Board of Directors that they had agreed in principle on the separation
of TPA into two firms. Messrs. Thompson and Plumb, each of whom founded and owns
50% of the outstanding stock of TPA, made their mutual decision to separate
primarily for succession planning purposes and to accommodate the individual
needs and desires of those responsible for managing the Funds and separate
advisory accounts.

The TPA Separation is structured as a split off under Section 355 of
the Internal Revenue Code. TPA will form a new subsidiary and transfer to that
subsidiary the assets to be acquired by John W. Thompson. The stock in that
subsidiary will then be transferred to Mr. Thompson in exchange for Mr.
Thompson's surrender of his TPA stock (which comprises 50% of the outstanding
stock of TPA) and payment to TPA of $8.5 million over three years. The TPA
Separation is scheduled to be completed by the end of December 2003.

As a result of the TPA Separation, Mr. Plumb will own all of the
outstanding shares of TPA and continue as its President. Clint Oppermann, David
Duchow and Tim O'Brien will remain as portfolio managers with TPA. Subject to
shareholder approval of the New TPA Advisory Agreement, TPA will continue to
serve as investment adviser to the Select, Blue Chip and Balanced Funds. Mr.
Oppermann will continue to serve as portfolio manager of the Select Fund;
Messrs. Duchow and O'Brien will continue to serve as portfolio managers of the
Blue Chip Fund; and Mr. Plumb will continue to serve as primary portfolio
manager of the Balanced Fund, with Messrs. Duchow and O'Brien serving as
associate portfolio managers.

Mr. Thompson has formed and will own all of the outstanding shares of a
new investment advisory firm, TIM, which will be registered with the Securities
and Exchange Commission. He will be its President and his son, John C. Thompson,
will be an officer. Subject to shareholder approval of the New TIM Advisory
Agreement, TIM will serve as investment adviser to the Growth and Bond Funds.
John W. Thompson and John C. Thompson will continue to serve as co-portfolio
managers of the Growth Fund, and John W. Thompson will continue to serve as
portfolio manager of the Bond Fund.

As a result of the TPA Separation and assuming shareholder approval of
the new investment advisory agreements, TPA will have approximately $1.0 billion
of assets under management, and TIM will have $1.5 billion.

The TPA Separation will cause an "assignment" of the Current Agreement
under the Investment Company Act of 1940 ("1940 Act") and, as such, will cause
the Current Agreement to terminate automatically. The Current Agreement provides
for its automatic termination in the event of its assignment. Under the 1940
Act, a change in control is deemed to be an assignment of an advisory agreement.
Because the TPA Separation amounts to a change in control of TPA and will thus
be an assignment of the Current Agreement, the Current Agreement will terminate
automatically upon the TPA Separation. Therefore, new investment advisory
agreements are required for the Funds, and under the 1940 Act, they must be
approved by the Board and shareholders of the Funds before they can go into
effect.

The Current Agreement was duly approved by the shareholders of the
Balanced Fund on March 9, 1988, of the Bond and Growth Funds on December 22,
1992, of the Select Fund on November 30, 2001, and of the Blue Chip Fund on July
17, 2002.

BOARD APPROVAL OF INTERIM ADVISORY AGREEMENTS

Because the TPA Separation and termination of the Current Agreement
will occur before shareholders can approve new investment advisory agreements at
the Special Meeting, the Board has approved interim advisory agreements for the
Funds so that the advisory services currently provided to the Funds would not be
interrupted. Rule 15a-4 under the 1940 Act permits each Fund to be advised
following termination of an investment advisory agreement pursuant to an interim
agreement that has been approved by the Board, but not the Fund's shareholders,
for a period of 150 days, or, if earlier, until such time the shareholders of
the Fund can approve a new investment advisory agreement. The Board approved
both the Interim TPA Advisory Agreement, under which TPA will provide advisory
and administrative services to the Select, Blue Chip and Balanced Funds, and the
Interim TIM Advisory Agreement, under which TIM will provide advisory and
administrative services to the Growth and Bond Funds, at a meeting of the Board
on October 24, 2003.

Both the Interim TPA Advisory Agreement and the Interim TIM Advisory
Agreement are nearly identical to the Current Agreement, except that TIM rather
than TPA will provide services to the Growth and Bond Funds under the Interim
TIM Advisory Agreement, and both the Interim TPA Advisory Agreement and Interim
TIM Advisory Agreement will become effective on the date of the TPA Separation
(currently expected to be December 31, 2003) and will terminate with respect to
a Fund upon shareholder approval of a new investment advisory agreement for that
Fund, on May 29, 2004, whichever is sooner to occur. Thus, assuming shareholder
approval of the New TPA Advisory Agreement and the New TIM Advisory Agreement at
the Special Meeting, the interim agreements will only be in effect for 17 days.
The services provided by TPA and TIM, respectively, under the interim advisory
agreements will be identical to the services provided by TPA under the Current
Agreement, and the portfolio manager(s) of each of the Funds will remain the
same after the interim agreements become effective.

In addition, the fees paid by the Select, Blue Chip and Balanced Funds
under the Interim TPA Advisory Agreement, and by the Growth and Bond Funds under
the Interim TIM Advisory Agreement, are the same as those paid by each Fund
under the Current Agreement. However, in accordance with Rule 15a-4, the fees
paid by the Select, Blue Chip and Balanced Funds to TPA under the Interim TPA
Advisory Agreement, and the fees paid by the Growth and Bond Funds to TIM under
the Interim TIM Advisory Agreement, will be placed in escrow. If the
shareholders of a Fund approve a new investment advisory agreement for their
Fund, TPA or TIM, as the case may be, will be entitled to receive the escrowed
fees paid by that Fund under the applicable interim advisory agreement. If the
shareholders of a Fund do not approve a new investment advisory agreement for
their Fund, TPA or TIM, as the case may be, will be entitled to receive the
lesser of: (1) the escrowed fees paid by that Fund under the applicable interim
advisory agreement; or (2) the amount of expenses actually incurred by TPA or
TIM while performing services for that Fund under the interim advisory
agreement.

BOARD APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS

The Board considered and unanimously approved the New TPA Advisory
Agreement for the Select, Blue Chip and Balanced Funds, attached hereto as
Exhibit A, and the New TIM Advisory Agreement for the Growth and Bond Funds,
attached hereto as Exhibit B, on October 24, 2003, and unanimously recommends
that the shareholders of each of the Funds approve them as well.

In approving the new investment advisory agreements, the Board noted
that Mr. Plumb will control TPA, and Mr. Thompson will control TIM, and that no
changes will be made to the portfolio managers of the Funds or to the Funds'
investment objectives or strategies. In addition, the fees to be paid by each
Fund under the new advisory agreements are the same as the fees paid by the
Funds under the Current Agreement. The only meaningful differences between the
new advisory agreements and the Current Agreement are the ownership and identity
of the investment adviser and the elimination in the new investment advisory
agreements of the provision of administrative services to the Funds.
Administrative services to all the Funds, presently provided by TPA under the
Current Agreement and to be provided by TPA to the Select, Blue Chip and
Balanced Funds under the Interim TPA Advisory Agreement and by TIM to the Growth
and Bond Funds under the Interim TIM Advisory Agreement, will, following the TPA
Separation, be provided by TIM under a

new administrative and accounting services agreement. The new administrative and
accounting services agreement essentially combines the administrative services
provided under the Current Agreement with the accounting services provided under
a current accounting services agreement without an increase in the fees paid by
each Fund under the current accounting services agreement. Therefore, the
aggregate fees to be paid by each Fund for advisory, administrative, and
accounting services under the new advisory agreements and the new administrative
and accounting services agreement will be the same as those currently paid by
that Fund for those services.

The Board of Directors also considered other factors in approving the
new investment advisory agreements including: the nature and quality of the
services provided by TPA and TIM; the experience, background and capabilities of
the investment advisory personnel of TPA and TIM; the performance of the Funds
and a comparison of their performance against benchmarks and other comparable
mutual funds; the financial condition and adequacy of the resources of TPA and
TIM; the proposed fees to be paid to TPA and TIM under the new agreements; and
the extent of the profits and other benefits to be derived by TPA and TIM under
the new agreements.

PROPOSALS

The Board recommends that the shareholders of each of the Select, Blue
Chip and Balanced Funds approve the New TPA Advisory Agreement for those Funds.
A copy of the New TPA Advisory Agreement is attached to this Proxy Statement as
Exhibit A. The following description of the New TPA Advisory Agreement is only a
summary, and the description set forth in this Proxy Statement of the New TPA
Advisory Agreement is qualified in its entirety by reference to Exhibit A.

COMPARISON OF THE NEW TPA ADVISORY AGREEMENT WITH THE CURRENT AGREEMENT

TPA has provided investment advisory services to all of the Funds
pursuant to the Current Agreement since the Funds' inception. The New TPA
Advisory Agreement is substantially similar to that of the Current Agreement. A
description of the New TPA Advisory Agreement and the key differences between
the New TPA Advisory Agreement and the Current Agreement is set forth below.

Like the Current Agreement, the New TPA Advisory Agreement provides
that TPA is appointed to act as investment adviser to the Select, Blue Chip and
Balanced Funds. Unlike the Current Agreement, however, TPA will not act as
investment adviser to the Growth and Bond Funds. As is the case with the Current
Agreement, the New TPA Advisory Agreement requires TPA, subject to the general
supervision of the Board, to manage the investment operations of each of the
Select, Blue Chip and Balanced Funds and the composition of such Fund's assets,
including the purchase, retention, and disposition thereof. Both the New TPA
Advisory Agreement and the Current Agreement require TPA, in the performance of
its advisory services, to act in conformity with the Company's Articles of
Incorporation and Bylaws, the prospectus and statement of additional information
of each of the Select, Blue Chip and Balanced Funds, as the case may be, and
applicable laws.

Both the New TPA Advisory Agreement and the Current Agreement permit
TPA to place orders for transactions in portfolio securities for the Funds with
broker-dealers that provide research services to TPA pursuant to Section 28(e)
of the Securities Exchange Act of 1934, as amended (that is, "soft dollars"),
and to aggregate orders for the Funds with those for other clients of TPA in
order to obtain a more favorable price and reduce expenses, so long as the
allocation of the securities so purchased or sold, as well as the transaction
expenses are made in an equitable manner and consistent with TPA's fiduciary
duties to the Funds and its other clients.

Under both the New TPA Advisory Agreement and the Current Agreement,
the liability of TPA and its officers and directors is limited. Subject to
Section 36 of the 1940 Act, TPA will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Funds, except for liability to a
Fund or its shareholders to which TPA would otherwise be subject by reason of
willful malfeasance, bad faith, or gross negligence, or the performance of its
duties under the agreement, or by reason of its reckless disregard of its
obligations and duties under the agreement.

The fees to be paid by the Funds to TPA under the New TPA Advisory
Agreement will be the same as the fees paid under the Current Agreement. Those
fees are at the following annual rates:

o for each of the Select and Blue Chip Funds, 1.00% of the first
$50 million of average daily net assets of such Fund, and 0.90
of 1% of average daily net assets in excess of $50 million;
and

o for the Balanced Fund, 0.85 of 1% of the first $50 million of
average daily net assets of the Fund, and 0.80 of 1% of
average daily net assets in excess of $50 million.

During the fiscal year ended November 30, 2002, the Select, the Blue
Chip and the Balanced Funds paid management fees to TPA of $146,116, $14,607,
and $927,110, respectively.

TPA has agreed to waive fees and/or reimburse expenses through March
31, 2005 so that the operating expenses (as a percentage of daily net assets) of
the Select and Blue Chip Funds do not exceed 1.30% and 1.20%, respectively, per
year.

The portfolio managers of the Select, Blue Chip and Balanced Funds will
remain the same following the approval of the New TPA Advisory Agreement as
under the Current Agreement. Clint A. Oppermann will continue as the portfolio
manager of the Select Fund, David B. Duchow and Timothy R. O'Brien will continue
as the co-portfolio managers for the Blue Chip Fund, and Thomas G. Plumb will
continue as the primary portfolio manager of the Balanced Fund, with Messrs.
Duchow and O'Brien serving as associate portfolio managers.

The principal difference between the New TPA Advisory Agreement and the
Current Agreement relates to the provision of administrative services to the
Funds. The Current Agreement requires TPA to supply certain administrative
services to the Funds. The administrative services provisions that were part of
the Current Agreement are not included in the New TPA Advisory Agreement. TPA
will only provide investment advisory services under the New TPA Advisory
Agreement. The administrative (as well as accounting services) for all of the
Funds will be provided by TIM under a new, separate administrative and
accounting services agreement that has been approved by the Board and does not
require shareholder approval.

The administrative and accounting services to be provided by TIM under
the new administrative and accounting services agreement are the same as those
currently provided by TPA under the Current Agreement and the current accounting
services agreement. Under the new administrative and accounting services
agreement, each Fund will pay TIM an annual fee calculated as follows: 0.15% of
the first $30 million of the Fund's average daily net assets, 0.10% of the next
$70 million, and 0.025% of average daily net assets in excess of $100 million.
The annual fee is subject to a $30,000 minimum per Fund. Those fees are the same
as those paid by each Fund under the current accounting services agreement with
TPA.

RECOMMENDATION OF THE BOARD

The Board believes that the terms of the New TPA Advisory Agreement are
fair to, and in the best interests of, the Select, Blue Chip and Balanced Funds
and their respective shareholders. Based upon representations of TPA, the Board
believes that, despite the change in control of TPA, there will be no diminution
in the scope and quality of advisory services provided to those Funds.

In reaching its decision to recommend that each of the shareholders of
the Select, Blue Chip and Balanced Funds approve the New TPA Advisory Agreement,
the Board considered several factors. The Board considered that Thomas G. Plumb
will control TPA and that there will be no change to the portfolio manager(s)
who will handle the day-to-day management responsibilities for each Fund's
portfolio or to the persons who implement the Funds' overall investment
strategy, portfolio allocation, and risk parameters. The Board also evaluated
the following factors concerning TPA: (1) the quality of services provided to
the Funds since TPA first became investment adviser to the Funds; (2) the
historical performance of the Funds; and (3) the favorable history, reputation
and background of TPA, as well as the availability of other resources and
strength of its financial condition.

The Board considered the amount of fees to be paid to TPA under the New
TPA Advisory Agreement. The Board compared the compensation to be paid TPA under
the New TPA Advisory Agreement in relation to other comparable mutual funds. The
Board specifically noted that although the fees payable by the Select, Blue Chip
and Balanced Funds under the New TPA Advisory Agreement (as under the Current
Agreement) are somewhat above the median of other funds in their respective peer
groups, the performance of those Funds has exceeded that of their respective
benchmarks for all relevant periods ended September 30, 2003. The total return
of each of the Select, Blue Chip and Balanced Funds has also been in the top 10%
of their peers for the one-year period ended September 30, 2003. Moreover, TPA
has committed to waive fees and/or reimburse expenses through March 31, 2005, so
that the annual operating expenses (as a percentage of average daily net assets)
for the Select and Blue Chip Funds does not exceed 1.30% and 1.20%,
respectively, which are at levels competitive with those of their peers. On
these bases, the Board believes that the fees paid by each of the Select, Blue
Chip and Balanced Funds to TPA under the New TPA Advisory Agreement are
reasonable and recommends that the shareholders of each of those Funds approve
the New TPA Advisory Agreement.

INFORMATION REGARDING THOMPSON, PLUMB & ASSOCIATES, INC.

OWNERSHIP AND MANAGEMENT OF TPA. Currently, John W. Thompson and Thomas
G. Plumb each own 50% of the outstanding shares of capital stock of TPA. After
the TPA Separation, Mr. Plumb will own 100% of the outstanding shares of capital
stock of TPA.

The table below lists the name and principal occupation of each person
who will be a principal executive officer or director of TPA after the
completion of the TPA Separation (currently scheduled for December 31, 2003).
The address of each such person is 1200 John Q. Hammons Drive Madison, Wisconsin
53717.

Name and Address Position with TPA Principal Occupation
- ---------------- ----------------- --------------------

Thomas G. Plumb Director and Officer of TPA since co-founding it in June
President 1984; President of Thompson Plumb Funds,
Inc. (since 1987); Chief Operating Officer
and Treasurer of Thompson Plumb Trust
Company since January 2001; a Chartered
Financial Analyst.

David B. Duchow Vice President Portfolio Manager of TPA since December
1996; formerly, Associate Portfolio Manager
of TPA from January 1994 to December 1996;
Investment Analyst of TPA since September
1993; Trust Officer of Thompson Plumb Trust
Company since 2001; Marketing Representative
for the Prudential Co. from December 1991 to
September 1992; a Chartered Financial
Analyst.

Timothy R. O'Brien Vice President Portfolio Manager of TPA since October 1998;
Investment Analyst of TPA since October 1997;
Lieutenant Colonel in the Wisconsin Air
National Guard; Adjunct Professor at Upper
Iowa University since 1995; a Chartered
Financial Analyst.

Clint A. Oppermann Vice President Director of Research of TPA since November
2001; Portfolio Manager of TPA since August
1999; Portfolio Manager of Firstar
Investment Research & Management Company,
L.L.C. from 1997 to August 1999; Site
Selection Consultant for Semradek & Co. from
1995 to 1997; a Chartered Financial Analyst

INTERESTED PARTIES. Currently, Thomas G. Plumb and John W. Thompson are
officers, directors and shareholders of TPA, the current investment adviser to
the Funds and proposed investment adviser to the Select, Blue Chip and Balanced
Funds. Messrs. Plumb and Thompson are also officers and directors of the
Company. Mr. Plumb is President and Treasurer of the Company, and Mr. Thompson
is Chairman and Secretary. After the TPA Separation, Thomas G. Plumb will become
the sole shareholder of TPA.

INTERESTED TRANSACTIONS. In addition to the fees received under the
Current Agreement, during the 2002 fiscal year, TPA received fees for providing
accounting services to the Funds under an accounting services agreement. Those
fees were as follows: $222,755 from the Growth Fund, $116,904 from the Balanced
Fund, $47,603 from the Bond Fund, $29,753 from the Select Fund, and $10,111 from
the Blue Chip Fund.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE SELECT, BLUE CHIP
AND BALANCED FUNDS VOTE "FOR" THE APPROVAL OF THE NEW TPA ADVISORY AGREEMENT

If the shareholders of any of the Select, Blue Chip or Balanced Funds
do not approve the New TPA Agreement and the Special Meeting, the Interim TPA
Advisory Agreement with respect to that Fund will continue in effect until May
29, 2004. However, it is expected that the Company would again seek approval of
the New TPA Advisory Agreement from the shareholders of that Fund prior to the
termination of the Interim TPA Advisory Agreement.

NOTE TO BALANCED FUND SHAREHOLDERS

If the Balanced Fund shareholders approve the Reorganization, their
approval of the New TPA Advisory Agreement will be unnecessary because that
Agreement will not take effect with respect to the Balanced Fund. However, if
the Balanced Fund shareholders do not approve the Reorganization, or if the
Reorganization is not otherwise completed, they will need to approve the New TPA
Advisory Agreement in order to enable TPA to continue serving as investment
adviser to the Balanced Fund. Therefore, Balanced Fund shareholders are urged to
complete, sign and return the separate proxy cards, voting "FOR" both the
Reorganization and the New TPA Agreement.

PROPOSAL 4 - APPROVAL OF INVESTMENT ADVISORY AGREEMENT FOR THE GROWTH FUND
PROPOSAL 5 - APPROVAL OF INVESTMENT ADVISORY AGREEMENT FOR THE BOND FUND

The Board recommends that the shareholders of each of the Growth and
Bond Funds approve the New TIM Advisory Agreement for such Funds. A copy of the
New TIM Advisory Agreement is attached to this Proxy Statement as Exhibit B. The
following description of the New TIM Advisory Agreement is only a summary, and
the description set forth in this Proxy Statement of the New TIM Advisory
Agreement is qualified in its entirety by reference to Exhibit B.

COMPARISON OF NEW TIM ADVISORY AGREEMENT TO CURRENT AGREEMENT

TPA has provided investment advisory services to all of the Funds
pursuant to the Current Agreement since the Funds' inception. Other than the
fact that TIM rather than TPA will act as investment adviser to the Growth and
Bond Funds, the New TIM Advisory Agreement is substantially similar to that of
the Current

Agreement. A description of the New TIM Advisory Agreement and the key
differences between the New TIM Advisory Agreement and Current Agreement is set
forth below.

The New TIM Advisory Agreement provides that TIM is appointed to act as
investment adviser to the Growth and Bond Funds. However, TIM will not act as
investment adviser to the Select, Blue Chip and Balanced Funds. The New TIM
Advisory Agreement requires TIM, subject to the general supervision of the
Board, to manage the investment operations of each of the Growth and Bond Funds
and the composition of such Funds' assets, including the purchase, retention,
and disposition thereof. The New TIM Advisory Agreement requires TIM, in the
performance of its advisory services, to act in conformity with the Company's
Articles of Incorporation and Bylaws, the prospectus and statement of additional
information of each of the Growth and Bond Funds, as the case may be, and
applicable laws.

Both the New TIM Advisory Agreement and the Current Agreement permit
TIM to place orders for transactions in portfolio securities for the Funds with
broker-dealers that provide research services to TIM pursuant to Section 28(e)
of the Securities Exchange Act of 1934, as amended, (that is, "soft dollars"),
and to aggregate orders for the Funds with those for other clients of TIM in
order to obtain a more favorable price and expenses, so long as the allocation
of the securities so purchased or sold, as well as the transaction expenses are
made in an equitable manner and consistent with TIM's fiduciary duties to the
Funds and its other clients.

Under both the New TIM Advisory Agreement and the Current Agreement,
the liability of TIM and its officers and directors is limited. Subject to
Section 36 of the 1940 Act, TIM will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Funds, except for liability to a
Fund or its shareholders to which TIM would otherwise be subject by reason of
willful malfeasance, bad faith, or gross negligence, or the performance of its
duties under the agreement, or by reason of its reckless disregard of its
obligations and duties under the agreement.

The fees to be paid by the Funds to TIM under the New TIM Advisory
Agreement will be the same as the fees paid under the Current Agreement. Those
fees are at the following annual rates:

o For Growth Fund, 1.00% of the first $50 million of average
daily net assets of such Fund, and 0.90 of 1% of average daily
net assets in excess of $50 million; and

o For the Bond Fund, 0.65 of 1% of the first $50 million of
average daily net assets of such Fund, and 0.60 of 1% of
average daily net assets in excess of $50 million.

During the fiscal year ended November 30, 2002, the Growth and the Bond
Funds paid management fees to TPA of $4,182,644 and $212,445, respectively.

TIM has agreed to waive and/or reimburse expenses through March 31,
2005 so that the operating expenses of the Bond Fund do not exceed 0.80% of
average daily net assets per year.

The portfolio managers of the Funds will remain the same under the New
TIM Advisory Agreement as under the Current Agreement. John W. Thompson and John
C. Thompson will continue as co-portfolio managers of the Growth Fund, and John
W. Thompson will continue as the portfolio manager of the Bond Fund.

The principal difference between the New TIM Advisory Agreement and the
Current Agreement relates to the provision of administrative services to the
Funds. The Current Agreement requires TPA to supply certain administrative
services to the Funds. The administrative services provisions that were part of
the Current Agreement are not included in the New TIM Advisory Agreement, and
TIM will provide investment advisory services only under the New TIM Advisory
Agreement. TIM, however, will provide the administrative (as well as accounting
services) for all of the Funds under a new, separate administrative and
accounting services agreement that has been approved by the Board and does not
require shareholder approval.

The administrative and accounting services to be provided by TIM under
the new administrative and accounting services agreement are the same as those
provided by TPA under the Current Agreement and the current accounting services
agreement. Under the new administrative and accounting services agreement, each
Fund will pay TIM an annual fee calculated as follows: 0.15% of the first $30
million of the Fund's average daily net assets, 0.10% of the next $70 million,
and 0.025% of average daily net assets in excess of $100 million. The annual fee
is subject to a $30,000 minimum per Fund. Those fees are the same as those paid
by each Fund under the current accounting services agreement with TPA.

RECOMMENDATION OF THE BOARD

The Board believes that the terms of the New TIM Advisory Agreement are
fair to, and in the best interests of, the Growth and Bond Funds and their
respective shareholders. Based upon representations of TIM, the Board believes
that, despite the fact that a new entity will be providing advisory services to
the Funds, there will be no diminution in the scope and quality of advisory
services.

In reaching its decision to recommend that shareholders of each of the
Growth and Bond Funds approve the New TIM Advisory Agreement, the Board
considered several factors. The Board considered that John W. Thompson will own
TIM and that there will be no change to the portfolio manager(s) who will handle
the day-to-day management responsibilities for each Fund's portfolio or to the
persons who implement the Funds' overall investment strategy, portfolio
allocation, and risk parameters. The Board also evaluated the following factors
concerning TIM: (1) the quality of services provided to the Funds by the
principals of TIM, who formerly provided the services to the Funds when they
were part of TPA; (2) the historical performance of the Funds; (3) the favorable
history, reputation, qualifications and background of the principals of TIM, as
well as the availability of other resources and strength of its financial
condition.

The Board considered the amount of fees to be paid to TIM under the New
TIM Advisory Agreement. The Board compared the compensation to be paid TIM under
the New TPA Advisory Agreement in relation to other comparable mutual funds. The
Board specifically noted that the fees payable by the Growth Fund under the New
TIM Advisory Agreement (as under the Current Agreement) are about ten basis
points higher than the median of other funds in its peer group, but that the
total annual operating expenses of the Growth Fund are slightly less than the
median. In addition, the performance of the Growth Fund has consistently ranked
in the top 10% of its peers for all relevant periods ended September 30, 2003,
and has a five-star Morningstar rating. The Board also noted the fees payable by
the Bond Fund are near the median of its peer group, that the total return for
the Bond Fund for the one-year period ended September 30, 2003 ranked in the top
2% of its peers, and that TIM has committed to waive fees and/or reimburse
expenses through March 31, 2005 so that the annual operating expenses (as a
percentage of average daily net assets) for the Bond Fund does not exceed 0.80%,
which is at a level competitive with that of its peers. On these bases, the
Board believes that the fees paid by each of the Growth and Bond Funds to TIM
under the New TIM Advisory Agreement are reasonable and recommends that the
shareholders of each such Fund approve the New TIM Advisory Agreement.

INFORMATION REGARDING THOMPSON INVESTMENT MANAGEMENT, LLC

OWNERSHIP AND MANAGEMENT OF TIM. John W. Thompson owns all of the
outstanding equity interests in TIM. The table below lists the name and
principal occupation of each principal executive officer and director of TIM.
The address of each such person is 1200 John Q. Hammons Drive Madison, WI 53717.

Name and Address Position with TIM Principal Occupation
- ---------------- ----------------- --------------------

John W. Thompson President President of TPA (June 1984 -
January 2004); Treasurer of TPA
(October 1993 - January 2004); Chief
Executive Officer and Secretary of
Thompson Plumb Trust Company (January
2001 - December 2003); a Chartered
Financial Analyst.

Name and Address Position with TIM Principal Occupation
- ---------------- ----------------- --------------------

John C. Thompson Vice President Portfolio Manager of TPA (December
1996 - December 2003); Associate
Portfolio Manager for TPA (January
1994-December 1996); Investment
Analyst for TPA since March 1993; a
Chartered Financial Analyst.

INTERESTED PARTIES. John W. Thompson, is an officer and sole member of
TIM, the proposed investment adviser to the Growth and Bond Funds under the New
TIM Advisory Agreement. Mr. Thompson is also Chairman, Secretary and a director
of the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE ABOVE FUNDS VOTE
"FOR" THE APPROVAL OF THE NEW TIM ADVISORY AGREEMENT

If the shareholders of any of the Growth or Bond Funds do not approve
the New TIM Agreement, the Interim TIM Advisory Agreement with respect to that
Fund will continue in effect until May 29, 2004. However, it is expected that
the Company would again seek approval of the New TIM Advisory Agreement from the
shareholders of that Fund prior to the termination of the Interim TIM Advisory
Agreement.

OTHER BUSINESS

The Board is not aware of any other matters that will come before the
Special Meeting. However, if any other business should come before the Special
Meeting, your proxy, if signed and returned, will give discretionary authority
to the persons designated in it to vote according to their best judgment on such
matters.

OTHER INFORMATION

SHAREHOLDER MEETINGS

The Company is organized as a Wisconsin corporation and is not required
to hold annual meetings of shareholders. The Company's Bylaws provide that the
Company is not required to hold annual meetings of shareholders in any year in
which the election of directors, approval of an investment advisory agreement,
ratification of the selection of independent public accountants, or approval of
a distribution plan is not required to be acted upon by shareholders of the
Company or of any of the Funds under the 1940 Act. Meetings of shareholders of
the Funds will be held when and as determined necessary by the Board of
Directors of the Company and in accordance with the 1940 Act.

SHAREHOLDER PROPOSALS

Shareholders of any Fund wishing to submit proposals for inclusion in a
proxy statement for any future shareholder meetings should send their written
proposals to the Secretary of the Company at 1200 John Q. Hammons Drive,
Madison, Wisconsin 53717 within a reasonable amount of time prior to such
meeting. The Board does not presently anticipate holding any other shareholder
meetings for the Funds in 2004.

ADDRESS OF INVESTMENT ADVISER, ADMINISTRATOR, AND DISTRIBUTOR

The principal offices of TPA, current adviser and administrator to the
Funds and proposed adviser to the Select, Blue Chip and Balanced Funds, and TIM,
proposed adviser to the Growth and Bond Funds, are located at 1200 John Q.
Hammons Drive, Madison, Wisconsin 53717. The Funds' distributor is Quasar
Distributors, LLC, located at 615 East Michigan Street, Milwaukee, Wisconsin
53202.

ANNUAL REPORT DELIVERY

The Company will furnish, free of charge, a copy of the Funds' Annual
Reports for the year ended November 30, 2002, and Semi-Annual Reports to any
shareholder upon request. Please write the Company at: Thompson Plumb Funds,
Inc., 1200 John Q. Hammons Drive, Madison, Wisconsin 53717, or call us at
1-800-999-0887.

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

To control mailing and printing costs, we will deliver a single proxy
statement to persons who have a common address and who have effectively
consented to such delivery. This form of delivery is referred to as
"householding." You may revoke your consent to householding at any time by
calling at 1-800-999-0887 or by writing to us the Company c/o U.S. Bancorp Fund
Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202.

EXHIBIT A
---------

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this _____ day of January, 2004, between Thompson Plumb
Funds, Inc., a Wisconsin Corporation (the "Corporation"), and Thompson, Plumb
and Associates, Inc., a Wisconsin corporation (the "Adviser").

W I T N E S S E T H

WHEREAS, the Corporation is an open-end, management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");

WHEREAS, the Corporation is authorized to issue shares of its Common
Stock, $.001 par value per share, in one or more series;

WHEREAS; the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"); and

WHEREAS, the Corporation desires to retain the Adviser to render
investment advisory services to certain of its series and the Adviser is willing
to render such services.

NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:

1. Appointment of Adviser. The Corporation hereby appoints the
Adviser to act as investment adviser with respect to each mutual fund series
described on Exhibit A hereto (individually, a "Fund" and collectively, the
"Funds") for the periods and on the terms herein set forth. The Adviser accepts
such appointment and agrees to render the services herein set forth, for the
compensation herein provided. Additional Funds may be added to this Agreement by
amendment to Exhibit A and without the necessity for reapproval of this
Agreement by any Fund then already covered by this Agreement.

2. Duties of Adviser.

(a) Subject to the general supervision of the Board of
Directors of the Corporation, the Adviser shall manage the investment operations
of each Fund and the composition of each Fund's assets, including the purchase,
retention and disposition thereof. In this regard, the Adviser, with respect to
each Fund:

(i) shall provide supervision of the Fund's
assets, furnish a continuous investment program for the Fund, determine from
time to time what investments or securities will be purchased, retained or sold
by the Fund, and what portion of the assets will be invested or held uninvested
as cash;

(ii) shall place orders pursuant to its
determinations either directly with the issuer or with any broker and/or dealer
who deals in the securities in which the Fund is active; in placing orders, the
Adviser shall be entitled to rely upon the provisions of Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); and

(iii) may, on occasions when it deems the purchase
or sale of an asset to be in the best interests of the Fund as well as one or
more other clients (including any other investment company or advisory account
for which the Adviser acts as adviser), aggregate, to the extent permitted by
applicable laws and regulations, the securities to be sold or purchased in order
to obtain a more favorable net price or execution; in such event, allocation of
the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to the Fund and to
such other clients.

(b) The Adviser, in the performance of its duties to each
Fund hereunder, shall (i) act in conformity with the Articles and By-Laws of the
Corporation; the Prospectus, Statement of Additional Information and
Registration Statement in respect of the Fund; all codes, policies and
procedures maintained by the Company and applicable to the Adviser, including
without limitation codes of ethics or conduct and proxy voting policies; and the
instructions and directions of the Board of Directors of the Corporation; and
(ii) comply with and conform to the requirements of the 1940 Act, the Securities
Act of 1933, as amended, the Exchange Act and all other applicable federal and
state laws, regulations and rulings.

(c) The Adviser shall at all times maintain its
registration as an investment adviser under the Advisers Act and comply in all
material respects with the requirements of the Advisers Act.

(d) The Adviser shall provide, at its own expense, such
office space, personnel, facilities, equipment and other materials, resources
and assets as are necessary or appropriate for the provision of its services
hereunder.

(e) The Adviser shall render to the Board of Directors of
the Corporation such periodic and special reports and information as the Board
may reasonably request.

(f) The services of the Adviser hereunder are not deemed
exclusive and the Adviser shall be free to render similar services to others so
long as its services under this Agreement are not impaired thereby.

(g) Subject to Section 36 of the 1940 Act, the Adviser
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except for liability to a Fund or its shareholders to which the Adviser
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence, in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement.

3. Expenses.

(a) During the term of this Agreement, the Adviser will
pay all costs incurred by it in connection with the performance of its duties
under paragraph 2 hereof, other than the cost (including taxes and brokerage
commissions, if any) of assets purchased or sold for the Fund.

(b) In addition to the foregoing, the Adviser may from
time to time at its option (but shall be under no obligation to) voluntarily
assume or undertake to reimburse a Fund for all or a portion of its expenses not
otherwise required to be borne or reimbursed by the Adviser. Any such voluntary
assumption or undertaking may be discontinued or modified at any time by the
Adviser.

4. Compensation. For the services provided and the expenses
assumed by the Adviser pursuant to this Agreement, each Fund will pay the
Adviser, and the Adviser agrees to accept as full compensation for all services
rendered by it hereunder, an annual management fee as shown on Exhibit A
attached hereto. The foregoing fee will be computed based on the value of net
assets on each day and will be paid to the Adviser monthly in arrears.

5. Books and Records. The Adviser shall maintain all of the
Fund's records that relate to the provision of investment advisory services and
transactions in portfolio securities for the Fund. The Adviser agrees that all
records which it maintains for the Fund are the property of the Fund and it will
surrender promptly to the Fund any of such records upon the Fund's request. The
Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 of
the Commission under the 1940 Act any such records as are required to be
maintained by it pursuant to Rule 31a-1 of the Commission under the 1940 Act.

6. Duration and Termination. This Agreement will become effective
with respect to a Fund upon approval of a majority of the outstanding voting
securities of such Fund (as defined in the 1940 Act). Unless terminated as
hereinafter provided, this Agreement shall continue in effect for two years from
effectiveness of this Agreement as to such Fund, and thereafter shall continue
automatically for successive periods of one year each so long as each such
latter continuance is approved at least annually by (i) the vote of a majority
of the Board of Directors of the Corporation who are not parties to this
Agreement or "interested persons" (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of voting on such
approval; and (ii) either by a vote of a majority of the Board of Directors of
the Corporation or by vote of a majority of the outstanding shares of such Fund
(as defined with respect to voting securities in the 1940 Act). This Agreement
may be terminated as to any Fund at any time, without the payment of any
penalty, by the Board of Directors of the Corporation or by vote of a majority
of the outstanding shares of such Fund (as so defined) on 60 days' written
notice to the Adviser, or by the Adviser at any time, without the payment of any
penalty, on 60 days' written notice to the Corporation. This Agreement will
automatically and immediately terminate in the event of its assignment (as
defined in the 1940 Act and the rules thereunder).

7. Name of the Fund. The Adviser agrees that the words "Thompson
Plumb," "Thompson" or "Plumb" may be used in the name of the Corporation and any
mutual fund series and that such name, any related logos and any service marks
containing the words "Thompson Plumb," "Thompson" or "Plumb" may be used in
connection with their business in perpetuity and that such use shall be royalty
free, whether or not this Agreement or any other advisory agreement is in effect
for the Funds. The Corporation acknowledges that it has no rights to the name
"Thompson Plumb," "Thompson" or "Plumb" or such logos or service marks other
than those granted in this paragraph and that the Adviser reserves to itself the
right to grant the nonexclusive right to use the words "Thompson Plumb,"
"Thompson" or "Plumb" or such logos or service marks to any other person,
including, but not limited to, another investment company.

8. Status of Adviser as Independent Contractor. The Adviser shall
for all purposes herein be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Board of
Directors of the Corporation from time to time, have no authority to act for or
represent the Corporation in any way or otherwise be deemed an agent of the
Corporation.

9. Amendment of Agreement. This Agreement may be amended by
mutual consent, but the consent of a Fund must be approved (a) by vote of a
majority of those Directors of the Corporation who are not parties to this
Agreement or interested persons (as defined in the 1940 Act) of any such party,
which vote shall be cast in person at a meeting called for the purpose of voting
on such amendment, and (b) if such amendment materially changes the advisory
relationship or this Agreement or otherwise requires shareholder approval under
the 1940 Act, by vote of a majority of the outstanding shares of such Fund (as
defined with respect to voting securities in the 1940 Act).

10. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Wisconsin and shall be
binding up and shall inure to the benefit of the parties hereto and their
respective successors, subject to paragraph 6 hereof. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require, or
to impose any duty upon, either of the parties to do anything in violation of
any applicable laws or regulations. This Agreement supersedes any prior
agreement between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.

THOMPSON PLUMB FUNDS, INC.

By:
John W. Thompson, Chairman

THOMPSON, PLUMB AND ASSOCIATES, INC.

By:
Thomas G. Plumb, President

EXHIBIT A TO INVESTMENT ADVISORY AGREEMENT
BETWEEN THOMPSON PLUMB FUNDS, INC.
AND
THOMPSON, PLUMB AND ASSOCIATES, INC.

1. Select Fund.

The management fee for this Fund, calculated in accordance with
Paragraph 4 of the Investment Advisory Agreement, shall be at the
annual rate of 1.00% of the first $50 million of average daily net
assets of the Fund, and 0.90% of average daily net assets in excess of
$50 million.

2. Blue Chip Fund.

3. Balanced Fund.

The management fee of this Fund, calculated in accordance with
Paragraph 4 of the Investment Advisory Agreement, shall be at the
annual rate of 0.85% of the first $50 million of average daily net
assets of the Fund, and 0.80% of average daily net assets in excess of
$50 million.

EXHIBIT B

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this _____ day of January, 2004, between Thompson Plumb
Funds, Inc., a Wisconsin corporation (the "Corporation"), and Thompson
Investment Management, LLC, a Delaware limited liability company (the
"Adviser").

W I T N E S S E T H

WHEREAS, the Corporation is an open-end, management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");

WHEREAS, the Corporation is authorized to issue shares of its Common
Stock, $.001 par value per share, in one or more series;

WHEREAS; the Adviser is, or will be prior to the effective date of this
Agreement, registered as an investment adviser under the Investment Advisers Act
of 1940, as amended (the "Advisers Act"); and

WHEREAS, the Corporation desires to retain the Adviser to render
investment advisory services to certain of its series and the Adviser is willing
to render such services.

NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:

2. Duties of Adviser.

(c) The Adviser shall at all times maintain its
registration as an investment adviser under the Advisers Act and comply in all
material respects with the requirements of the Advisers Act.

(e) The Adviser shall render to the Board of Directors of
the Corporation such periodic and special reports and information as the Board
may reasonably request.

3. Expenses.

7. Name of the Fund. The Adviser agrees that the words "Thompson
Plumb," "Thompson" or "Plumb" may be used in the name of the Corporation and any
mutual fund series and that such name, any related logos and any service marks
containing the words "Thompson Plumb," "Thompson" or "Plumb" may be used in
connection with their business in perpetuity and that such use shall be royalty
free, whether or not this Agreement or any other advisory agreement with the
Adviser is in effect for the Funds. The Corporation acknowledges that it has no
rights to the name "Thompson Plumb," "Thompson" or "Plumb" or such logos or
service marks other than those granted in this paragraph and that the Adviser
reserves to itself the right to grant the nonexclusive right to use the words
"Thompson Plumb," "Thompson" or "Plumb" or such logos or service marks to any
other person, including, but not limited to, another investment company.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the date first above written.

THOMPSON PLUMB FUNDS, INC.

By:
Thomas G. Plumb, President

THOMPSON INVESTMENT MANAGEMENT, LLC

By:
John W. Thompson, President

EXHIBIT A TO INVESTMENT ADVISORY AGREEMENT
BETWEEN THOMPSON PLUMB FUNDS, INC.
AND
THOMPSON INVESTMENT MANAGEMENT, LLC

1. Growth Fund.

The management fee of this Fund, calculated in accordance with
Paragraph 4 of the Investment Advisory Agreement, shall be at the
annual rate of 1.00% of the first $50 million of average daily net
assets of the Fund, and 0.90% of average daily net assets in excess of
$50 million.

2. Bond Fund.

The management fee for this Fund, calculated in accordance with
Paragraph 4 of the Investment Advisory Agreement, shall be at the
annual rate of 0.65% of the first $50 million of average daily net
assets of the Fund, and 0.60% of average daily net assets in excess of
$50 million.

THOMPSON PLUMB FUNDS, INC.

PROXY

FOR SPECIAL MEETING OF SHAREHOLDERS ON JANUARY 16, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John W. Thompson and Thomas G. Plumb, or either of them, proxy, with full power of
substitution, to represent and vote, as designated below, all shares of stock the undersigned is entitled to vote at the Special
Meeting of Shareholders of Thompson Plumb Funds, Inc., to be held on Friday, January 16, 2004 at 11:00 a.m., Central Standard Time,
at the offices of the Funds, located at 1200 John Q. Hammons Drive, Madison, Wisconsin 53717, or at any adjournment thereof, with
respect to the matters set forth below and described in the accompanying Notice of Special Meeting and Proxy Statement, receipt of
which is hereby acknowledged.

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DATED: ___________, 200__

(Please sign exactly as name appears at left)

(If stock is owned by more than one person, all
owners should sign. Persons signing as executors,
administrators, trustees or in similar capacities
should so indicate.)

WHEN PROPERLY SIGNED, SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED
BY THE SHAREHOLDER.
PLEASE MARK YOUR VOTES AS INDICATED BELOW

|X|

IF NO DIRECTION IS SUPPLIED, THE PROXY WILL BE VOTED FOR EACH PROPOSAL

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PROPOSAL 1. SELECT FUND--Approval of the New Investment FOR AGAINST WITHHELD
Advisory Agreement with Thompson, Plumb &
Associates, Inc.
|_| |_| |_|
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PROPOSAL 2. BLUE CHIP FUND--Approval of the New FOR AGAINST WITHHELD
Investment Advisory Agreement with Thompson,
Plumb & Associates, Inc.
|_| |_| |_|
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PROPOSAL 3. BALANCED FUND--Approval of the New Investment FOR AGAINST WITHHELD
Advisory Agreement with Thompson, Plumb &
Associates, Inc.
|_| |_| |_|
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PROPOSAL 4. GROWTH FUND--Approval of the New Investment Advisory FOR AGAINST WITHHELD
Agreement with Thompson Investment Management, LLC
|_| |_| |_|
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PROPOSAL 5. BOND FUND--Approval of the New Investment FOR AGAINST WITHHELD
Advisory Agreement with Thompson Investment
Management, LLC
|_| |_| |_|
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PROPOSAL 6. In their discretion, the proxies are authorized to vote upon such other business as may come before the Special
Meeting.
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