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OMB APPROVAL
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OMB No. 3235-0059
Expires: February 28, 2006
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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:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only
(as permitted by Rule 14a-6(e)(2))
[X] 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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[ ] 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 form a new advisory firm named Thompson Investment
Management, LLC ("TIM"). It is proposed that TPA, under the control 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 FEE RATES 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 via the Internet, by
telephone or by signing, dating and returning the enclosed proxy card. Promptly
voting your shares will ensure the presence of a quorum and save us the expense
and extra work of additional solicitation. To vote by the Internet or telephone,
please follow the instructions included with your proxy card. Voting in this
manner is fast, easy and convenient, and your vote is immediately confirmed and
tabulated. It also helps to reduce postage and proxy tabulation costs. You do
not need to return the enclosed proxy card if you are voting over the Internet
or by telephone.

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 and sub-advised
by TPA. As sub-adviser, TPA will be responsible for the day-to-day
investment management of the Dreyfus Premier Balanced Opportunities Fund.
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 NEW ADVISORY AGREEMENTS TO BE CONSIDERED
AT SPECIAL SHAREHOLDER MEETING

WHEN AND WHERE IS THE SHAREHOLDERS MEETING?

The special meeting of shareholders (the "Special Meeting") will 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.

WHAT ARE THE PROPOSALS?

Shareholders of each Fund are being asked to approve a new investment
advisory agreement for their Fund.

Proposals 1, 2 and 3 solicit approval by the shareholders of the Select,
Blue Chip and Balanced Funds 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, Inc. ("TIM"), pursuant to which TIM would be the
investment adviser to those Funds.

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

Shareholder approval of new advisory agreements is needed because of the
upcoming separation of TPA into the following two firms (the "TPA Separation"):
(1) a continuation of TPA, to be owned primarily 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
primarily by John W. Thompson, which would serve as investment adviser to the
Growth and Bond Funds. Messrs. Plumb and Thompson may each cause additional
equity interests in their respective firms to be owned by key employees or
others following the TPA Separation, although Mr. Plumb would continue to
control TPA and Mr. Thompson would continue to control TIM. The current advisory
agreement with TPA for the Funds (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. Because the TPA
Separation constitutes an assignment, it will cause the Current Agreement to
terminate. New advisory agreements are therefore required for the Funds.

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

No. The current 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.

WILL THE MANAGEMENT FEES INCREASE UNDER THE NEW ADVISORY AGREEMENTS?

No. The fee rates to be paid under the new advisory agreements are the same
as those payable under the Current Agreement.

WHAT ARE THE DIFFERENCES BETWEEN THE CURRENT AGREEMENT AND NEW ADVISORY
AGREEMENTS?

The new advisory agreements are 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. However, TIM will serve
as the investment adviser to the Growth and Bond Funds under the New TIM
Advisory Agreement. The fee rates paid by the Funds to TPA or TIM will remain
the same under the new advisory agreements as under the Current Agreement.
Unlike the Current Agreement however, the new advisory agreements do not require
TPA to provide administrative services to the Funds. 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 Funds for
advisory, administrative and accounting services will be the same as the
aggregate fees currently paid by the Funds for such services.

WHAT IS THOMPSON, PLUMB AND ASSOCIATES, INC. (TPA)?

Thomas G. Plumb and John W. Thompson each currently own 50% of the common
stock of TPA. As a result of 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. It is expected that, following the TPA
Separation, an ownership interest in TPA will be issued or transferred to
officers, key employees or others, although Mr. Plumb will retain control of TPA
by virtue of owning a majority of its voting interests. 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 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 (TIM)?

Following the TPA Separation, John W. Thompson will indirectly own a
majority of the outstanding equity interests in, and otherwise control, a new
investment advisory firm, TIM, which will be registered as an investment adviser
with the Securities and Exchange Commission. Mr. Thompson will be the Chief
Executive Officer of TIM and his son, John C. Thompson, will be its Chief
Operating 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 as co-portfolio managers of
the Growth Fund and John W. Thompson will continue as portfolio manager of the
Bond Fund.

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.

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 via the Internet or telephone by
following the instructions on your proxy card. You may also vote 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 or to vote by the Internet or telephone. Voting in any of these ways will
not prevent you from voting your shares at the Special Meeting if you desire to
do so, as your vote by proxy is revocable at your option. To vote via the
Internet, have your control number located on your proxy card available. Log on
to the website listed on your proxy card, enter your control number and follow
the simple instructions on the website to cast your vote. To vote by telephone,
call the toll-free number shown on your proxy card. You will be asked to enter
your control number located on your proxy card. Follow the simple recorded
instructions using the proxy card as a guide. If you vote by Internet or
telephone, there is no need to mail back your proxy card. WE URGE YOU TO VOTE
YOUR SHARES. IT IS IMPORTANT.

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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 and sub-advised by TPA. As
sub-adviser, TPA will be responsible for the day-to-day investment management of
the Dreyfus Premier Balanced Opportunity Fund using substantially the same
investment strategies as are used for the Balanced Fund. 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.
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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 primarily 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 primarily 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 the interim TIM advisory agreements 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 until the new advisory agreements are
approved by shareholders.

In order for the Funds to continue to receive investment advisory services
from TPA or TIM, as the case may be, 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.

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 such Funds under the Current Agreement. The portfolio manager(s)
of each of the Select, Blue Chip and Balanced Funds will remain the same
following the effective date of the New TPA Advisory Agreement. The fee rate
paid by each Fund to TPA will also 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 for that Fund, 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 FEE RATE TO BE PAID
BY THE SELECT, BLUE CHIP AND BALANCED FUNDS FOR ADVISORY, ADMINISTRATIVE AND
ACCOUNTING SERVICES WILL BE THE SAME AS THE AGGREGATE FEE RATE 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 and sub-advised by
TPA.

As sub-adviser, TPA will be responsible for the day-to-day investment management
of the Dreyfus Premier Balanced Opportunity Fund using substantially the same
investment strategies as are used for the Balanced Fund. 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 portfolio
manager(s) of each Fund will remain the same following the effective date of the
New TIM Advisory Agreement. The fee rate paid by each Fund to TIM will also
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 for that Fund, 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 FEE RATE TO BE
PAID BY THE GROWTH AND BOND FUNDS FOR ADVISORY, ADMINISTRATIVE AND ACCOUNTING
SERVICES WILL BE THE SAME AS THE AGGREGATE FEE RATE 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
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Growth Fund 20,380,908.066

Select Fund 2,112,722.652

Blue Chip Fund 1,330,494.815

Balanced Fund 11,978,593.968

Bond Fund 3,828,831.251

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

GROWTH FUND:

Charles Schwab (record) 6,017,827.755 29.53% 15.18%
101 Montgomery Street
San Francisco, CA 94104-4122

National Financial Services (record) 2,763,566.349 13.56% 6.97%
1 World Financial Center
200 Liberty Street, 5th Floor
New York, NY 10281-5500

Mary Ann Deibele 44,055.089 * *
Director
20029 Reichardt Road
Kiel, WI 53042

John W. Feldt 171.373 * *
Director
1848 University Ave.
Madison, WI 53726

Donald A. Nichols 1,311.224 * *
Director
1225 Observatory Dr.
Madison, WI 53706

Thomas G. Plumb 5,619.034 * *
Director, President and Treasurer
1200 John Q. Hammons Drive
Madison, WI 53717

John W. Thompson 59,635.453 * *
Director, Chairman and Secretary
1200 John Q. Hammons Drive
Madison, WI 53717

John C. Thompson 18,081.922 * *
Assistant Vice President
1200 John Q. Hammons Drive
Madison, WI 53717

Timothy R. O'Brien 1,606.990 * *
Assistant Vice President
1200 John Q. Hammons Drive
Madison, WI 53717

All officers and directors of the Company as a group
(9 persons) 130,481.085 * *

SELECT FUND:

Thompson Plumb Trust Co. (record) 382,050.951 18.08% *
1200 John Q. Hammons Drive
Madison, WI 53717
Charles Schwab (record) 262,985.557 12.45% *
101 Montgomery Street
San Francisco, CA 94109-4122

Thomas G. Plumb 16,952.730 * *
Director, President and Treasurer
1200 John Q. Hammons Drive
Madison, WI 53717

John W. Thompson 20,133.492 * *
Director, Chairman and Secretary
1200 John Q. Hammons Drive
Madison, WI 53717

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

Timothy R. O'Brien 9,286.353 * *
Assistant Vice President
1200 John Q. Hammons Drive
Madison, WI 53717

David B. Duchow 4,307.512 * *
Assistant Vice President
1200 John Q. Hammons Drive
Madison, WI 53717

Clint A. Oppermann 12,339.740 * *
Assistant Vice President
1200 John Q. Hammons Drive
Madison, WI 53717

All officers and directors of the Company as a group
(9 persons) 63,019.827 2.98% *

BLUE CHIP FUND:

Thompson Plumb Trust Co. (record) 521,510.689 39.20% 1.32%
1200 John Q. Hammons Drive
Madison, WI 53717
Charles Schwab (record) 296,616.187 22.29% *
101 Montgomery Street
San Francisco, CA 94104-4122

Thomas G. Plumb 41,881.981 3.15% *
Director, President and Treasurer
1200 John Q. Hammons Drive
Madison, WI 53717

David B. Duchow 12,974.737 * *
Assistant Vice President
1200 John Q. Hammons Drive
Madison, WI 53717

Timothy R. O'Brien 3,239.081 * *
Assistant Vice President
1200 John Q. Hammons Drive
Madison, WI 53717

All officers and directors of the Company as a group
(9 persons) 58,095.799 4.37% *

BALANCED FUND:

Kohl's Corporation 401(K) Plan 1,758,208.012 14.68% 4.44%
c/o Putnam Fiduciary Trust Company
1 Investors Way
Norwood, MA 02062-1599

Charles Schwab (record) 1,652,466.219 13.80% 4.17%
101 Montgomery Street
San Francisco, CA 94104-4122

Thompson Plumb Trust Co. (record) 994,292.585 8.30% 2.51%
1200 John Q. Hammons Drive
Madison, WI 53717

John W. Feldt 7,594.070 * *
Director
1848 University Ave.
Madison, WI 53726

Donald A. Nichols 1,131.583 * *
Director
1225 Observatory Dr.
Madison, WI 53706

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

Thomas G. Plumb 21,570.230 * *
Director, President and Treasurer
1200 John Q. Hammons Drive
Madison, WI 53717

Clint A. Oppermann 125.805 * *
Assistant Vice President
1200 John Q. Hammons Drive
Madison, WI 53717

All officers and directors of the Company as a group
(9 persons) 30,421.688 * *

BOND FUND:

Thompson Plumb Trust Co. (record) 682,695.994 17.83% 1.72%
1200 John Q. Hammons Drive
Madison, WI 53717
Charles Schwab (record) 526,893.275 13.76% 1.33%
101 Montgomery Street
San Francisco, CA 94104-4122

Owen Ayres Profit Sharing Plan 369,115.356 9.64% *
c/o U.S. Bank, National Association
P.O. Box 1787 Milwaukee, WI 53201-1787

UW Platteville Foundation 232,265.194 6.07% *
c/o U.S. Bank, National Association
P.O. Box 1787 Milwaukee, WI 53201-1787

Strand Associates Profit Sharing 222,944.963 5.82% *
c/o Fifth Third Bank
P.O. Box 3385 Cincinnati, OH 45263-0001

Southwest Health Center 206,191.418 5.39% *
c/o Thompson Plumb Trust Company
1200 John Q. Hammons Drive
Madison, WI 53717

All officers and directors of the Company as a group
(9 persons) 0.000 * *

- ------------------------------------------
* 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, informed the Board that they 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 will be structured as follows: 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 certain payments to TPA. 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. It is expected that, following the TPA Separation,
an ownership interest in TPA will be transferred or issued to portfolio
managers, key employees or others, although Mr. Plumb will retain control of TPA
by continuing to own a majority of its voting interests.

Mr. Thompson has formed and will, through a holding company, own a majority
of the equity interests of a new investment advisory firm, Thompson Investment
Management, LLC (TIM), which will be registered as an investment adviser with
the Securities and Exchange Commission. He will be its Chief Executive Officer
and his son, John C. Thompson, will be Chief Operating 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.
It is expected that, following the TIM Separation, some equity interests in TIM
will be transferred to portfolio managers, key employees or others, although
John W. Thompson will retain control by continuing to own indirectly a majority
of the equity interests.

As a result of the TPA Separation and assuming shareholder approval of the
new investment advisory agreements, TPA will have approximately $1.0 billion,
and TIM will have $1.6 billion, of assets under management.

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 caused by the transfer of a controlling block of stock
is deemed to be an assignment of an advisory agreement. Because the TPA
Separation involves the transfer of a controlling block of stock in TPA by Mr.
Thompson, the TPA Separation will 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. Under
the 1940 Act, the New TPA Advisory Agreement and the New TIM Advisory Agreement
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 the New TPA Advisory Agreement and the New
TIM Advisory Agreement 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, or 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 fee rates 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 and any
interest earned thereon. 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 at the same rates 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 be provided to the
Funds 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 fee rates paid by each Fund under the current accounting
services agreement. Therefore, the aggregate fee rate 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 that 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 fee rate to be paid by the Funds to TPA under the New TPA Advisory
Agreement will be the same as the fee rates 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 average
daily net assets in excess of $50 million; and

o for the Balanced Fund, 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.

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 shareholder approval of the New TPA Advisory
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 reputation, qualification and
background of the principals of TPA, as well as the availability of other
resources and strength of TPA's 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, according to
Lipper. 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. As a
result of the TPA Separation, Mr. Plumb will own 100% of the outstanding shares
of capital stock of TPA. It is expected that, following the TPA Separation, an
ownership interest inTPA will be issued or transferred to portfolio managers,
key employees or others, although Mr. Plumb will retain control of TPA by
continuing to own a majority of its voting interests.

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 President Officer of TPA since co-founding it in June 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. As a result of the TPA Separation, Thomas G. Plumb
will become the controlling shareholder of TPA, and Mr. Thompson will no longer
own any shares 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 at 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 Advisory 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 fee rates to be paid by the Funds to TIM under the New TIM Advisory
Agreement will be the same as the fee rates 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 average daily net assets in excess
of $50 million; and

o For the Bond Fund, 0.65% of the first $50 million of average daily net
assets of such Fund, and 0.60% 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 following
shareholder approval of the New TIM Advisory 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
a majority interest in 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 reputation, qualifications and background of the principals of
TIM, as well as the availability of other resources and strength of TIM's
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, according to Lipper, the performance of the Growth Fund has
consistently been ranked in the top 10% of its peers for all relevant periods
ended September 30, 2003, and the Growth Fund 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,
according to Lipper, 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. Immediately after the TPA Separation, John
W. Thompson will own, through a holding company, a majority 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 Chief Executive Officer 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.

John C. Thompson Chief Operating Officer 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 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 at the Special Meeting, 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
Report for the year ended November 30, 2002, and Semi-Annual Report for the six
months ended May 31, 2003 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.

YOUR VOTE IS IMPORTANT

YOU MAY VOTE IN ONE OF THREE WAYS

VOTE BY INTERNET VOTE BY PROXY CARD

The website shown on your proxy card is The proxy card is enclosed with
available 24 hours a day/7 days a week. postage-free return envelope.

INSTRUCTIONS: Read the accompanying INSTRUCTIONS: Mark, sign and date
Proxy Statement. Have your control your proxy card and return it
number located on your proxy card promptly in the enclosed envelope.
available. Log on to the website shown
on your proxy card, enter your control
number and follow the simple
instructions at the website to cast
your vote.

VOTE BY TELEPHONE

The toll-free number on your proxy card
is available 24 hours a day/7 days a
week.

INSTRUCTIONS: Read the accompanying
Proxy Statement. Call the toll-free
number on your proxy card. You will be
asked to enter the control number
located on the enclosed proxy card.
Follow the simple recorded instructions
using the proxy card as a guide.

NOTE: IF YOU VOTED BY INTERNET OR TELEPHONE,
THERE IS NO NEED TO RETURN YOUR PROXY CARD.

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.

A-1

(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).

A-2

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 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.

A-3

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

A-4

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.

A-5

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.

B-1

(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.

B-2

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.

B-3

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,
Chief Executive Officer

B-4

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.

B-5

- --------------------------------------------------------------------------------
VOTE BY INTERNET OR PHONE

You can vote by Internet or telephone by following these simple steps:
1. Read the Proxy Statement and have the Proxy Card on hand
2. Log on to www.________________.com, or call toll free 1-800-___-_____
3. Enter the control number listed below
4. Follow the instructions

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

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.

----------------------------------
CONTROL NUMBER:
----------------------------------

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
---

- ------------------------------------------------------------------------------------------------------
PROPOSAL 1. SELECT FUND--Approval of the New Investment Advisory FOR AGAINST WITHHELD
Agreement with Thompson, Plumb & Associates, Inc.
[_] [_] [_]
- ------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------
PROPOSAL 2. BLUE CHIP FUND--Approval of the New Investment Advisory FOR AGAINST WITHHELD
Agreement with Thompson, Plumb & Associates, Inc.
[_] [_] [_]
- ------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------
PROPOSAL 3. BALANCED FUND--Approval of the New Investment Advisory FOR AGAINST WITHHELD
Agreement with Thompson, Plumb & Associates, Inc.
[_] [_] [_]
- ------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------
PROPOSAL 4. GROWTH FUND--Approval of the New Investment Advisory FOR AGAINST WITHHELD
Agreement with Thompson Investment Management, LLC
[_] [_] [_]
- ------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------
PROPOSAL 5. BOND FUND--Approval of the New Investment Advisory FOR AGAINST WITHHELD
Agreement with Thompson Investment Management, LLC
[_] [_] [_]
- ------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------
PROPOSAL 6. In their discretion, the proxies are authorized to vote upon such other business as
may come before the Special Meeting.
- ------------------------------------------------------------------------------------------------------