UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM N-PX

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                          MANAGEMENT INVESTMENT COMPANY

                   INVESTMENT COMPANY ACT FILE NUMBER 811-4946

                           THOMPSON PLUMB FUNDS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                           1200 JOHN Q. HAMMONS DRIVE
                            MADISON, WISCONSIN 53717
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)--(ZIP CODE)

                           JOHN W. THOMPSON, CHAIRMAN
                           THOMPSON PLUMB FUNDS, INC.
                           1200 JOHN Q. HAMMONS DRIVE
                            MADISON, WISCONSIN 53717
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (608) 827-5700

                       DATE OF FISCAL YEAR END: 11/30/2006

                 DATE OF REPORTING PERIOD: 07/01/2005-6/30/2006

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

A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. Section 3507.



Thompson Plumb Bond Fund

There were no matters relating to a portfolio security considered at any
shareholder meetings held during the reporting period and with respect to which
the registrant was entitled to vote.



Thompson Plumb Growth Fund

FEDERAL HOME LOAN MORTGAGE CORPORATION    FRE    ANNUAL MEETING DATE: 07/15/2005

ISSUER: 313400301                   ISIN:

SEDOL:



Proposal                                                          Proposal      Vote   For or Against
 Number                          Proposal                           Type        Cast     Management
- --------  -----------------------------------------------------  ----------     ----   --------------
                                                                           
   01     DIRECTOR                                               Management     For

                                         BARBARA T. ALEXANDER    Management     For    For
                                           GEOFFREY T. BOISI     Management     For    For
                                           JOAN E. DONOGHUE      Management     For    For
                                            MICHELLE ENGLER      Management     For    For
                                          RICHARD KARL GOELTZ    Management     For    For
                                           THOMAS S. JOHNSON     Management     For    For
                                         WILLIAM M. LEWIS, JR.   Management     For    For
                                           EUGENE M. MCQUADE     Management     For    For
                                           SHAUN F. O'MALLEY     Management     For    For
                                             RONALD F. POE       Management     For    For
                                            STEPHEN A. ROSS      Management     For    For
                                           RICHARD F. SYRON      Management     For    For
                                           WILLIAM J. TURNER     Management     For    For
   02     RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS  Management     For    For
          LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR 2005.


IAC/INTERACTIVE CORP                     IACI    ANNUAL MEETING DATE: 07/19/2005

ISSUER: 44919P102                   ISIN:

SEDOL:



Proposal                                                          Proposal      Vote   For or Against
 Number                          Proposal                           Type        Cast     Management
- --------  -----------------------------------------------------  ----------     ----   --------------
                                                                           
   01     DIRECTOR                                               Management     For

                                           DONALD R. KEOUGH*     Management     For    For
                                              BRYAN LOURD*       Management     For    For
                                          GEN H.N. SCHWARZKOPF*  Management     For    For
   02     TO APPROVE AMENDMENTS TO THE IAC CERTIFICATE           Management     For    For
          OF INCORPORATION THAT WOULD EFFECT THE SPIN-OFF
          OF EXPEDIA, INC.
   03     TO APPROVE AMENDMENTS TO THE IAC CERTIFICATE           Management     For    For
          OF INCORPORATION TO EFFECT A ONE-FOR-TWO REVERSE
          STOCK SPLIT OF IAC COMMON STOCK AND IAC CLASS
          B COMMON STOCK. **
   04     TO APPROVE AN AMENDMENT TO THE IAC CERTIFICATE         Management     For    For
          OF INCORPORATION THAT WOULD GENERALLY PROVIDE THAT NO
          IAC OFFICER OR DIRECTOR WHO IS ALSO AN EXPEDIA
          OFFICER OR DIRECTOR WILL BE LIABLE FOR BREACH OF
          FIDUCIARY DUTY BECAUSE SUCH INDIVIDUAL DIRECTS A
          CORPORATE OPPORTUNITY TO EXPEDIA INSTEAD OF IAC. **
   05     TO APPROVE AN AMENDMENT TO THE IAC CERTIFICATE         Management     For    For
          OF INCORPORATION THAT WOULD DELETE THE PROVISION
          REGARDING REMOVAL OF DIRECTORS SO THAT THE IAC BYLAWS
          WOULD GOVERN DIRECTOR REMOVAL PROCEDURES.
   06     TO APPROVE THE IAC/INTERACTIVECORP 2005 STOCK          Management     For    For
          AND ANNUAL INCENTIVE PLAN.
   07     TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP         Management     For    For
          AS INDEPENDENT AUDITORS FOR THE 2005 FISCAL YEAR.




Thompson Plumb Growth Fund

AMERICAN INTERNATIONAL GROUP, INC.       AIG     ANNUAL MEETING DATE: 08/11/2005

ISSUER: 026874107                   ISIN:

SEDOL:



Proposal                                                          Proposal      Vote   For or Against
 Number                          Proposal                           Type        Cast     Management
- --------  -----------------------------------------------------  ----------     ----   --------------
                                                                           
   01     DIRECTOR                                               Management     For
                                          M. AIDINOFF            Management     For    For
                                            P. CHIA              Management     For    For
                                           M. COHEN              Management     For    For
                                           W. COHEN              Management     For    For
                                         M. FELDSTEIN            Management     For    For
                                           E. FUTTER             Management     For    For
                                         S. HAMMERMAN            Management     For    For
                                           C. HILLS              Management     For    For
                                         R. HOLBROOKE            Management     For    For
                                           D. KANAK              Management     For    For
                                         G. MILES, JR.           Management     For    For
                                           M. OFFIT              Management     For    For
                                          M. SULLIVAN            Management     For    For
                                            E. TSE               Management     For    For
                                            F. ZARB              Management     For    For
   02     RATIFICATION OF INDEPENDENT ACCOUNTANTS                Management     For    For


MEDTRONIC, INC.                          MDT    ANNUAL MEETING DATE: 08/25/2005

ISSUER: 585055106                  ISIN:

SEDOL:



Proposal                                                          Proposal      Vote   For or Against
 Number                          Proposal                           Type        Cast     Management
- --------  -----------------------------------------------------  ----------     ----   --------------
                                                                           
   01     DIRECTOR                                               Management     For

                                            DENISE M. O'LEARY    Management     For    For
                                             JACK W. SCHULER     Management     For    For
                                        SHIRLEY A. JACKSON, PHD  Management     For    For
                                            JEAN-PIERRE ROSSO    Management     For    For
   02     TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS    Management     For    For
          LLP AS MEDTRONIC S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM.
   03     TO APPROVE THE MEDTRONIC, INC. 2005 EMPLOYEES          Management     For    For
          STOCK PURCHASE PLAN.
   04     TO APPROVE THE MEDTRONIC, INC. 1998 OUTSIDE DIRECTOR   Management     For    For
          STOCK COMPENSATION PLAN (AS AMENDED AND RESTATED).


GENERAL MILLS, INC.                      GIS    ANNUAL MEETING DATE: 09/26/2005

ISSUER: 370334104                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For
                                               PAUL DANOS        Management       For       For
                                            WILLIAM T. ESREY     Management       For       For
                                          RAYMOND V. GILMARTIN   Management       For       For
                                          JUDITH RICHARDS HOPE   Management       For       For
                                             HEIDI G. MILLER     Management       For       For
                                          H. OCHOA-BRILLEMBOURG  Management       For       For
                                              STEVE ODLAND       Management       For       For
                                             MICHAEL D. ROSE     Management       For       For
                                             ROBERT L. RYAN      Management       For       For
                                            STEPHEN W. SANGER    Management       For       For
                                            A. MICHAEL SPENCE    Management       For       For
                                           DOROTHY A. TERRELL    Management       For       For
   02     RATIFY THE APPOINTMENT OF KPMG LLP AS GENERAL          Management       For       For
          MILLS  INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM.
   03     ADOPT THE 2005 STOCK COMPENSATION PLAN.                Management       For       For
   04     STOCKHOLDER PROPOSAL REGARDING SALE OF GENERAL         Shareholder    Against     For
          MILLS.




Thompson Plumb Growth Fund

PAYCHEX, INC.                            PAYX    ANNUAL MEETING DATE: 10/12/2005

ISSUER: 704326107                  ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                          B. THOMAS GOLISANO     Management       For       For
                                         DAVID J. S. FLASCHEN    Management       For       For
                                            PHILLIP HORSLEY      Management       For       For
                                            GRANT M. INMAN       Management       For       For
                                           JONATHAN J. JUDGE     Management       For       For
                                            J. ROBERT SEBO       Management       For       For
                                            JOSEPH M. TUCCI      Management       For       For
   02     TO AMEND THE 2002 STOCK INCENTIVE PLAN AND INCREASE    Management       For       For
          THE SHARES AVAILABLE UNDER THE 2002 STOCK INCENTIVE
          PLAN.
   03     STOCKHOLDER PROPOSAL TO AMEND BY-LAWS TO ADOPT         Shareholder    Against     For
          MAJORITY VOTING OF DIRECTORS.


CARDINAL HEALTH, INC.                    CAH     ANNUAL MEETING DATE: 11/02/2005

ISSUER: 14149Y108                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                             J. MICHAEL LOSH     Management       For        For
                                              JOHN B. MCCOY      Management       For        For
                                          MICHAEL D. O'HALLERAN  Management       For        For
                                         JEAN G. SPAULDING, M.D. Management       For        For
                                            MATTHEW D. WALTER    Management       For        For
   02     PROPOSAL TO ADOPT THE CARDINAL HEALTH, INC. 2005       Management       For        For
          LONG-TERM INCENTIVE PLAN.
   03     PROPOSAL TO ADOPT AMENDMENTS TO THE COMPANY S          Management     Against      Against
          RESTATED CODE OF REGULATIONS TO PROVIDE FOR THE
          ANNUAL ELECTION OF DIRECTORS.


MICROSOFT CORPORATION                    MSFT    ANNUAL MEETING DATE: 11/09/2005

ISSUER: 594918104                  ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                         WILLIAM H. GATES III    Management       For       For
                                           STEVEN A. BALLMER     Management       For       For
                                           JAMES I. CASH JR.     Management       For       For
                                              DINA DUBLON        Management       For       For
                                         RAYMOND V. GILMARTIN    Management       For       For
                                        A. MCLAUGHLIN KOROLOGOS  Management       For       For
                                          DAVID F. MARQUARDT     Management       For       For
                                           CHARLES H. NOSKI      Management       For       For
                                             HELMUT PANKE        Management       For       For
                                            JON A. SHIRLEY       Management       For       For
   02     RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE     Management       For       For
          LLP AS THE COMPANY S INDEPENDENT AUDITOR




Thompson Plumb Growth Fund

THE ESTEE LAUDER COMPANIES INC.          EL      ANNUAL MEETING DATE: 11/10/2005

ISSUER: 518439104                  ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For
                                         CHARLENE BARSHEFSKY     Management       For       For
                                          RONALD S. LAUDER       Management       For       For
                                          LEONARD A. LAUDER      Management       For       For
                                            MARSHALL ROSE        Management       For       For
   02     APPROVAL OF AMENDED AND RESTATED FISCAL 2002           Management     Against     Against
          SHARE INCENTIVE PLAN.
   03     RATIFICATION OF APPOINTMENT OF KPMG LLP AS             Management       For       For
          INDEPENDENT AUDITORS FOR THE 2006 FISCAL YEAR.


SYSCO CORPORATION                        SYY     ANNUAL MEETING DATE: 11/11/2005

ISSUER: 871829107                  ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                          JUDITH B. CRAVEN       Management       For       For
                                          PHYLLIS S. SEWELL      Management       For       For
                                         RICHARD G. MERRILL      Management       For       For
                                         RICHARD G. TILGHMAN     Management       For       For
   02     APPROVAL OF RATIFICATION OF APPOINTMENT OF ERNST       Management       For       For
          & YOUNG LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
          FOR FISCAL 2006.
   03     APPROVAL OF THE 2005 MANAGEMENT INCENTIVE PLAN.        Management       For       For
   04     APPROVAL OF THE PAYMENT OF COMPENSATION TO CERTAIN     Management       For       For
          EXECUTIVE OFFICERS UNDER THE 2000 MANAGEMENT
          INCENTIVE PLAN PURSUANT TO SECTION 162(M) OF THE
          INTERNAL REVENUE CODE.
   05     APPROVAL OF THE 2005 NON-EMPLOYEE DIRECTORS STOCK      Management       For       For
          PLAN.




Thompson Plumb Growth Fund

CISCO SYSTEMS, INC.                      CSCO    ANNUAL MEETING DATE: 11/15/2005

ISSUER: 17275R102                  ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                            CAROL A. BARTZ       Management       For       For
                                           M. MICHELE BURNS      Management       For       For
                                            LARRY R. CARTER      Management       For       For
                                           JOHN T. CHAMBERS      Management       For       For
                                         DR. JOHN L. HENNESSY    Management       For       For
                                         RICHARD M. KOVACEVICH   Management       For       For
                                          RODERICK C. MCGEARY    Management       For       For
                                            JAMES C. MORGAN      Management       For       For
                                           JOHN P. MORGRIDGE     Management       For       For
                                            STEVEN M. WEST       Management       For       For
                                              JERRY YANG         Management       For       For
   02     TO APPROVE THE ADOPTION OF THE 2005 STOCK INCENTIVE    Management     Against     Against
          PLAN.
   03     TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS    Management       For       For
          LLP AS CISCO S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JULY
          29, 2006.
   04     PROPOSAL SUBMITTED BY A SHAREHOLDER URGING THE         Shareholder    Against     For
          BOARD OF DIRECTORS TO ADOPT A POLICY THAT A
          SIGNIFICANT PORTION OF FUTURE EQUITY COMPENSATION
          GRANTS TO SENIOR EXECUTIVES SHALL BE SHARES OF STOCK
          THAT REQUIRE THE ACHIEVEMENT OF PERFORMANCE GOALS
          AS A PREREQUISITE TO VESTING, AS MORE FULLY SET
          FORTH IN THE ACCOMPANYING PROXY STATEMENT.
   05     PROPOSAL SUBMITTED BY SHAREHOLDERS REQUESTING          Shareholder    Against     For
          THAT THE BOARD S COMPENSATION COMMITTEE INITIATE
          A REVIEW OF CISCO S EXECUTIVE COMPENSATION POLICIES
          AND TO MAKE AVAILABLE, UPON REQUEST, A REPORT
          OF THAT REVIEW BY JANUARY 1, 2006, AS MORE FULLY
          SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.
   06     PROPOSAL SUBMITTED BY SHAREHOLDERS REQUESTING          Shareholder    Against     For
          THE BOARD TO PREPARE A REPORT TO SHAREHOLDERS
          DESCRIBING THE PROGRESS TOWARD DEVELOPMENT AND
          IMPLEMENTATION OF A COMPANY HUMAN RIGHTS POLICY
          AND THE PLAN FOR IMPLEMENTATION WITH PARTNERS
          AND RESELLERS BY MAY 31, 2006, AS MORE FULLY
          SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.


SOLECTRON CORPORATION                    SLR     ANNUAL MEETING DATE: 01/12/2006

ISSUER: 834182107                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                          WILLIAM A. HASLER      Management       For       For
                                          MICHAEL R. CANNON      Management       For       For
                                         RICHARD A. D'AMORE      Management       For       For
                                         H. PAULETT EBERHART     Management       For       For
                                           HEINZ FRIDRICH        Management       For       For
                                          WILLIAM R. GRABER      Management       For       For
                                           DR. PAUL R. LOW       Management       For       For
                                         C. WESLEY M. SCOTT      Management       For       For
                                           CYRIL YANSOUNI        Management       For       For
   02     TO AUTHORIZE THE BOARD OF DIRECTORS TO AMEND           Management       For       For
          AND RESTATE THE CERTIFICATE OF INCORPORATION
          OF THE COMPANY TO EFFECT A REVERSE STOCK SPLIT
          AT ONE OF THREE RATIOS.
   03     TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE           Management       For       For
          REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM
          OF THE COMPANY FOR THE FISCAL YEAR ENDING AUGUST
          31, 2006.




Thompson Plumb Growth Fund

THE COCA-COLA COMPANY                    KO     CONSENT MEETING DATE: 01/13/2006

ISSUER: 191216100                  ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     I WOULD LIKE TO OPT OUT OF RECEIVING THE COCA-COLA     Management       For       For
          COMPANY S SUMMARY ANNUAL REPORT IN THE MAIL.


TYCO INTERNATIONAL LTD.                  TYC     ANNUAL MEETING DATE: 03/09/2006

ISSUER: 902124106                  ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   1A     SET THE MAXIMUM NUMBER OF DIRECTORS AT 12              Management       For       For

   1B     DIRECTOR                                               Management       For

                                            DENNIS C. BLAIR      Management       For       For
                                            EDWARD D. BREEN      Management       For       For
                                           BRIAN DUPERREAULT     Management       For       For
                                            BRUCE S. GORDON      Management       For       For
                                            RAJIV L. GUPTA       Management       For       For
                                             JOHN A. KROL        Management       For       For
                                          MACKEY J. MCDONALD     Management       For       For
                                            H. CARL MCCALL       Management       For       For
                                          BRENDAN R. O'NEILL     Management       For       For
                                          SANDRA S. WIJNBERG     Management       For       For
                                            JEROME B. YORK       Management       For       For
   1C     AUTHORIZATION FOR THE BOARD OF DIRECTORS TO APPOINT    Management       For       For
          AN ADDITIONAL DIRECTOR TO FILL THE VACANCY PROPOSED
          TO BE CREATED ON THE BOARD
   02     RE-APPOINTMENT OF DELOITTE & TOUCHE LLP AS TYCO        Management       For       For
          S INDEPENDENT AUDITORS AND AUTHORIZATION FOR
          THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
          TO SET THE AUDITORS  REMUNERATION


THE WALT DISNEY COMPANY                  DIS     ANNUAL MEETING DATE: 03/10/2006

ISSUER: 254687106                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                             JOHN E. BRYSON      Management       For       For
                                              JOHN S. CHEN       Management       For       For
                                            JUDITH L. ESTRIN     Management       For       For
                                             ROBERT A. IGER      Management       For       For
                                           FRED H. LANGHAMMER    Management       For       For
                                             AYLWIN B. LEWIS     Management       For       For
                                            MONICA C. LOZANO     Management       For       For
                                          ROBERT W. MATSCHULLAT  Management       For       For
                                           GEORGE J. MITCHELL    Management       For       For
                                         LEO J. O'DONOVAN, S.J.  Management       For       For
                                           JOHN E. PEPPER, JR.   Management       For       For
                                              ORIN C. SMITH      Management       For       For
                                             GARY L. WILSON      Management       For       For
   02     TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS    Management       For       For
          LLP AS THE COMPANY S REGISTERED PUBLIC ACCOUNTANTS
          FOR 2006.
   03     TO APPROVE THE SHAREHOLDER PROPOSAL RELATING           Shareholder    Against     For
          TO GREENMAIL.
   04     TO APPROVE THE SHAREHOLDER PROPOSAL RELATING           Shareholder    Against     For
          TO CHINA LABOR STANDARDS.




Thompson Plumb Growth Fund

FIFTH THIRD BANCORP                      FITB    ANNUAL MEETING DATE: 03/28/2006

ISSUER: 316773100                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For
                                             JOHN F. BARRETT     Management       For       For
                                        GEORGE A. SCHAEFER, JR.  Management       For       For
                                           JOHN J. SCHIFF, JR.   Management       For       For
                                             DUDLEY S. TAFT      Management       For       For
   02     PROPOSAL TO REMOVE ARTICLE III, SECTION 18 FROM        Management     Against     Against
          THE CODE OF REGULATIONS TO ELIMINATE THE
          SUPER-MAJORITY VOTING PROVISIONS CONTAINED IN SUCH
          SECTION.
   03     PROPOSAL TO AMEND ARTICLE III, SECTION 1 OF THE        Management       For       For
          CODE OF REGULATIONS TO PROVIDE FOR THE ANNUAL
          ELECTION OF ALL DIRECTORS.
   04     PROPOSAL TO ADOPT THE AMENDED AND RESTATED FIFTH       Management       For       For
          THIRD BANCORP 1993 STOCK PURCHASE PLAN AND THE
          ISSUANCE OF UP TO AN ADDITIONAL 1,500,000 SHARES OF
          COMMON STOCK THEREUNDER.
   05     PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE        Management       For       For
          & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR 2006.


MORGAN STANLEY                           MS      ANNUAL MEETING DATE: 04/04/2006

ISSUER: 617446448                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                             ROY J. BOSTOCK*     Management       For       For
                                           ERSKINE B. BOWLES*    Management       For       For
                                            C. ROBERT KIDDER*    Management       For       For
                                              JOHN J. MACK*      Management       For       For
                                          DONALD T. NICOLAISEN*  Management       For       For
                                            HUTHAM S. OLAYAN*    Management       For       For
                                           O. GRIFFITH SEXTON*   Management       For       For
                                           HOWARD J. DAVIES**    Management       For       For
                                           CHARLES H. NOSKI**    Management       For       For
                                         LAURA D'ANDREA TYSON**  Management       For       For
                                            KLAUS ZUMWINKEL**    Management       For       For
   02     TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE         Management       For       For
          LLP AS INDEPENDENT AUDITORS
   03     TO AMEND THE CERTIFICATE OF INCORPORATION TO           Management       For       For
          ACCELERATE THE DECLASSIFICATION OF THE BOARD
          OF DIRECTORS
   04     TO AMEND THE CERTIFICATE OF INCORPORATION TO           Management     Against     Against
          ELIMINATE THE PROVISION REQUIRING PLURALITY VOTING
          FOR DIRECTORS
   05     TO AMEND THE CERTIFICATE OF INCORPORATION TO           Management       For       For
          ELIMINATE CERTAIN SUPERMAJORITY VOTE REQUIREMENTS




Thompson Plumb Growth Fund

CITIGROUP INC.                           C       ANNUAL MEETING DATE: 04/18/2006

ISSUER: 172967101                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                         C. MICHAEL ARMSTRONG    Management       For       For
                                           ALAIN J.P. BELDA      Management       For       For
                                             GEORGE DAVID        Management       For       For
                                            KENNETH T. DERR      Management       For       For
                                            JOHN M. DEUTCH       Management       For       For
                                         R. HERNANDEZ RAMIREZ    Management       For       For
                                           ANN DIBBLE JORDAN     Management       For       For
                                            KLAUS KLEINFELD      Management       For       For
                                           ANDREW N. LIVERIS     Management       For       For
                                            DUDLEY C. MECUM      Management       For       For
                                             ANNE MULCAHY        Management       For       For
                                          RICHARD D. PARSONS     Management       For       For
                                            CHARLES PRINCE       Management       For       For
                                             JUDITH RODIN        Management       For       For
                                            ROBERT E. RUBIN      Management       For       For
                                          FRANKLIN A. THOMAS     Management       For       For
   02     PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP           Management       For       For
          AS CITIGROUP S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2006.
   03     PROPOSAL TO AMEND ARTICLE FOURTH OF THE RESTATED       Management       For       For
          CERTIFICATE OF INCORPORATION.
   04     PROPOSAL TO AMEND ARTICLE EIGHTH OF THE RESTATED       Management       For       For
          CERTIFICATE OF INCORPORATION.
   05     PROPOSAL TO AMEND ARTICLE NINTH OF THE RESTATED        Management       For       For
          CERTIFICATE OF INCORPORATION.
   06     STOCKHOLDER PROPOSAL REQUESTING NO FUTURE NEW          Shareholder    Against     For
          STOCK OPTION GRANTS AND NO RENEWAL OR REPRICING
          OF CURRENT STOCK OPTIONS.
    7     STOCKHOLDER PROPOSAL REQUESTING A REPORT ON POLITICAL  Shareholder    Against     For
          CONTRIBUTIONS.
    8     STOCKHOLDER PROPOSAL REQUESTING A REPORT ON            Shareholder    Against     For
          CHARITABLE CONTRIBUTIONS.
    9     STOCKHOLDER PROPOSAL REQUESTING THE ADOPTION           Shareholder    Against     For
          OF A POLICY REGARDING PERFORMANCE-BASED EQUITY
          COMPENSATION FOR SENIOR EXECUTIVES.
   10     STOCKHOLDER PROPOSAL REGARDING REIMBURSEMENT           Shareholder    Against     For
          OF EXPENSES INCURRED BY A STOCKHOLDER IN A CONTESTED
          ELECTION OF DIRECTORS.
   11     STOCKHOLDER PROPOSAL REQUESTING THAT THE CHAIRMAN      Shareholder    Against     For
          OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES
          OR RESPONSIBILITIES.
   12     STOCKHOLDER PROPOSAL REQUESTING THE RECOUPMENT         Shareholder    Against     For
          OF MANAGEMENT BONUSES IN THE EVENT OF A RESTATEMENT
          OF EARNINGS.




Thompson Plumb Growth Fund

DOW JONES & COMPANY, INC.                DJ     ANNUAL MEETING DATE: 04/19/2006

ISSUER: 260561105                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For
                                             DAVID K.P. LI**     Management       For       For
                                           ELIZABETH STEELE**    Management       For       For
                                          RICHARD F. ZANNINO**   Management       For       For
                                           LEWIS B. CAMPBELL*    Management       For       For
                                              HARVEY GOLUB*      Management       For       For
                                         IRVINE O. HOCKADAY, JR* Management       For       For
                                         DIETER VON HOLTZBRINCK* Management       For       For
                                           M. PETER MCPHERSON*   Management       For       For
                                            FRANK N. NEWMAN*     Management       For       For
                                         WILLIAM C. STEERE, JR.* Management       For       For
                                         CHRISTOPHER BANCROFT**  Management       For       For
                                         EDUARDO CASTRO-WRIGHT** Management       For       For
                                          MICHAEL B. ELEFANTE**  Management       For       For
                                            JOHN M. ENGLER**     Management       For       For
                                              LESLIE HILL**      Management       For       For
                                             PETER R. KANN**     Management       For       For
   02     APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS  Management       For       For
          FOR 2006.
   03     ADOPTION OF DOW JONES 2006 EXECUTIVE ANNUAL INCENTIVE  Management     Against     Against
          PLAN.
   05     STOCKHOLDER PROPOSAL TO REQUIRE THE COMPANY TO         Shareholder    Against     For
          PROVIDE IN THE PROXY STATEMENT COMPLETE DETAILS
          ON THE STOCKHOLDER PROPOSAL SUBMISSION PROCESS.


THE COCA-COLA COMPANY                    KO      ANNUAL MEETING DATE: 04/19/2006

ISSUER: 191216100                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For
                                           HERBERT A. ALLEN      Management       For       For
                                            RONALD W. ALLEN      Management       For       For
                                           CATHLEEN P. BLACK     Management       For       For
                                             BARRY DILLER        Management       For       For
                                           E. NEVILLE ISDELL     Management       For       For
                                           DONALD R. KEOUGH      Management       For       For
                                           DONALD F. MCHENRY     Management       For       For
                                               SAM NUNN          Management       For       For
                                         JAMES D. ROBINSON III   Management       For       For
                                          PETER V. UEBERROTH     Management       For       For
                                           JAMES B. WILLIAMS     Management       For       For
   02     RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG       Management       For       For
          LLP AS INDEPENDENT AUDITORS
   03     APPROVAL OF AN AMENDMENT TO THE 1989 RESTRICTED        Management       For       For
          STOCK AWARD PLAN OF THE COCA-COLA COMPANY
   04     SHAREOWNER PROPOSAL REGARDING CHARITABLE               Shareholder    Against     For
          CONTRIBUTIONS
   05     SHAREOWNER PROPOSAL THAT COMPANY REPORT ON             Shareholder    Against     For
          IMPLEMENTATION OF BEVERAGE CONTAINER
          RECYCLING STRATEGY
   06     SHAREOWNER PROPOSAL REGARDING RESTRICTED STOCK         Shareholder    Against     For
   07     SHAREOWNER PROPOSAL REGARDING ENVIRONMENTAL IMPACTS    Shareholder    Against     For
          OF OPERATIONS IN INDIA
   08     SHAREOWNER PROPOSAL REGARDING AN INDEPENDENT           Shareholder    Against     For
          DELEGATION OF INQUIRY TO COLOMBIA




Thompson Plumb Growth Fund

BP P.L.C.                                BP      ANNUAL MEETING DATE: 04/20/2006

ISSUER: 055622104                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     TO RECEIVE THE DIRECTORS  ANNUAL REPORT AND THE        Management     For         For
          ACCOUNTS

   02     TO APPROVE THE DIRECTORS  REMUNERATION REPORT          Management     For         For
   03     DIRECTOR                                               Management     For
                                            DR D C ALLEN         Management     For         For
                                             LORD BROWNE         Management     For         For
                                            MR J H BRYAN         Management     For         For
                                            MR A BURGMANS        Management     For         For
                                             MR I C CONN         Management     For         For
                                          MR E B DAVIS, JR       Management     For         For
                                            MR D J FLINT         Management     For         For
                                            DR B E GROTE         Management     For         For
                                           DR A B HAYWARD        Management     For         For
                                            DR D S JULIUS        Management     For         For
                                          SIR TOM MCKILLOP       Management     For         For
                                           MR J A MANZONI        Management     For         For
                                            DR W E MASSEY        Management     For         For
                                           SIR IAN PROSSER       Management     For         For
                                            MR M H WILSON        Management     For         For
                                          MR P D SUTHERLAND      Management     For         For
   04     TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS AND        Management     For         For
          AUTHORIZE THE BOARD TO SET THEIR REMUNERATION
   05     SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY          Management     For         For
          FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY
   06     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED    Management     For         For
          AMOUNT
   07     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT         Management     For         For
          A LIMITED NUMBER OF SHARES FOR CASH WITHOUT MAKING
          AN OFFER TO SHAREHOLDERS


CHEVRON CORPORATION                      CVX     ANNUAL MEETING DATE: 04/26/2006

ISSUER: 166764100                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                              S.H. ARMACOST      Management       For       For
                                               L.F. DEILY        Management       For       For
                                               R.E. DENHAM       Management       For       For
                                               R.J. EATON        Management       For       For
                                                 S. GINN         Management       For       For
                                              F.G. JENIFER       Management       For       For
                                                 S. NUNN         Management       For       For
                                              D.J. O'REILLY      Management       For       For
                                                D.B. RICE        Management       For       For
                                             P.J. ROBERTSON      Management       For       For
                                              C.R. SHOEMATE      Management       For       For
                                               R.D. SUGAR        Management       For       For
                                                 C. WARE         Management       For       For
   02     RATIFICATION OF INDEPENDENT REGISTERED PUBLIC          Management       For       For
          ACCOUNTING FIRM
   03     AMEND COMPANY BY-LAWS TO INCLUDE PROPONENT             Shareholder    Against     For
          REIMBURSEMENT
   04     REPORT ON OIL & GAS DRILLING IN PROTECTED AREAS        Shareholder    Against     For

   05     REPORT ON POLITICAL CONTRIBUTIONS                      Shareholder    Against     For

   06     ADOPT AN ANIMAL WELFARE POLICY                         Shareholder    Against     For

   07     REPORT ON HUMAN RIGHTS                                 Shareholder    Against     For

   08     REPORT ON ECUADOR                                      Shareholder    Against     For




Thompson Plumb Growth Fund

CLEAR CHANNEL COMMUNICATIONS, INC.       CCU     ANNUAL MEETING DATE: 04/26/2006

ISSUER: 184502102                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01        DIRECTOR                                            Management       For
                                            ALAN D. FELD         Management       For       For
                                           PERRY J. LEWIS        Management       For       For
                                            L. LOWRY MAYS        Management       For       For
                                            MARK P. MAYS         Management       For       For
                                           RANDALL T. MAYS       Management       For       For
                                            B.J. MCCOMBS         Management       For       For
                                         PHYLLIS B. RIGGINS      Management       For       For
                                         THEODORE H. STRAUSS     Management       For       For
                                             J.C. WATTS          Management       For       For
                                          JOHN H. WILLIAMS       Management       For       For
                                           JOHN B. ZACHRY        Management       For       For
   02        RATIFICATION OF THE SELECTION OF ERNST & YOUNG      Management       For       For
             LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
             DECEMBER 31, 2006.
   03        APPROVAL AND ADOPTION OF THE SHAREHOLDER PROPOSAL   Shareholder    Against     For
             REGARDING CORPORATE POLITICAL CONTRIBUTIONS.
   04        APPROVAL AND ADOPTION OF THE SHAREHOLDER PROPOSAL   Shareholder    Against     For
             REGARDING COMPENSATION COMMITTEE INDEPENDENCE.


KOHL'S CORPORATION                       KSS     ANNUAL MEETING DATE: 04/26/2006

ISSUER: 500255104                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For
                                            STEVEN A. BURD       Management       For       For
                                         PETER M. SOMMERHAUSER   Management       For       For
                                             JAY H. BAKER        Management       For       For
                                             KEVIN MANSELL       Management       For       For
   02     RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS             Management       For       For
          INDEPENDENT AUDITORS.

   03     COMPANY PROPOSAL TO AMEND THE COMPANY S ARTICLES       Management       For       For
          OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.
   04     SHAREHOLDER PROPOSAL REQUESTING THE BOARD OF           Shareholder    Against     For
          DIRECTORS TO INITIATE THE APPROPRIATE PROCESS TO
          AMEND THE COMPANY S ARTICLES OF INCORPORATION TO
          PROVIDE THAT DIRECTOR NOMINEES SHALL BE ELECTED BY
          THE AFFIRMATIVE VOTE OF A MAJORITY OF VOTES CAST AT
          AN ANNUAL MEETING OF SHAREHOLDERS. THE BOARD OF
          DIRECTORS OPPOSES THIS PROPOSAL.


THE MCGRAW-HILL COMPANIES, INC.          MHP     ANNUAL MEETING DATE: 04/26/2006

ISSUER: 580645109                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For
                                          JAMES H. ROSS          Management       For       For
                                         KURT L. SCHMOKE         Management       For       For
                                          SIDNEY TAUREL          Management       For       For
   02     RATIFICATION OF THE APPOINTMENT OF INDEPENDENT         Management       For       For
          REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.



Thompson Plumb Growth Fund

CELESTICA INC.                           CLS     ANNUAL MEETING DATE: 04/27/2006

ISSUER: 15101Q108                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For
                                         ROBERT L. CRANDALL      Management       For       For
                                         WILLIAM ETHERINGTON     Management       For       For
                                           RICHARD S. LOVE       Management       For       For
                                          ANTHONY R. MELMAN      Management       For       For
                                         GERALD W. SCHWARTZ      Management       For       For
                                          CHARLES W. SZULUK      Management       For       For
                                            DON TAPSCOTT         Management       For       For
   02     APPOINTMENT OF KPMG LLP AS AUDITOR AND AUTHORIZATION   Management       For       For
          OF THE BOARD OF DIRECTORS OF CELESTICA INC. TO
          FIX THE REMUNERATION OF THE AUDITOR.


PFIZER INC.                              PFE     ANNUAL MEETING DATE: 04/27/2006

ISSUER: 717081103                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                            MICHAEL S. BROWN     Management       For       For
                                            M. ANTHONY BURNS     Management       For       For
                                             ROBERT N. BURT      Management       For       For
                                             W. DON CORNWELL     Management       For       For
                                           WILLIAM H. GRAY III   Management       For       For
                                           CONSTANCE J. HORNER   Management       For       For
                                            WILLIAM R. HOWELL    Management       For       For
                                          STANLEY O. IKENBERRY   Management       For       For
                                             GEORGE A. LORCH     Management       For       For
                                           HENRY A. MCKINNELL    Management       For       For
                                              DANA G. MEAD       Management       For       For
                                             RUTH J. SIMMONS     Management       For       For
                                         WILLIAM C. STEERE, JR.  Management       For       For
   02     PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP         Management       For       For
          AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          FOR 2006.

   03     MANAGEMENT PROPOSAL TO AMEND COMPANY S RESTATED        Management       For       For
          CERTIFICATE OF INCORPORATION TO ELIMINATE
          SUPERMAJORITY VOTE REQUIREMENTS AND FAIR PRICE
          PROVISION.
   04     SHAREHOLDER PROPOSAL RELATING TO TERM LIMITS           Shareholder    Against     For
          FOR DIRECTORS.
   05     SHAREHOLDER PROPOSAL REQUESTING REPORTING ON           Shareholder    Against     For
          PHARMACEUTICAL PRICE RESTRAINT.
   06     SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING.    Shareholder    Against     For

   07     SHAREHOLDER PROPOSAL REQUESTING SEPARATION OF          Shareholder    Against     For
          ROLES OF CHAIRMAN AND CEO.
   08     SHAREHOLDER PROPOSAL REQUESTING A REPORT ON POLITICAL  Shareholder    Against     For
          CONTRIBUTIONS.

   09     SHAREHOLDER PROPOSAL REQUESTING A REPORT ON THE        Shareholder    Against     For
          FEASIBILITY OF AMENDING PFIZER S CORPORATE POLICY
          ON LABORATORY ANIMAL CARE AND USE.
   10     SHAREHOLDER PROPOSAL REQUESTING JUSTIFICATION          Shareholder    Against     For
          FOR FINANCIAL CONTRIBUTIONS WHICH ADVANCE
          ANIMAL-BASED TESTING METHODOLOGIES.




Thompson Plumb Growth Fund

PEPSICO, INC.                            PEP     ANNUAL MEETING DATE: 05/03/2006

ISSUER: 713448108                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                            J.F. AKERS           Management       For       For
                                            R.E. ALLEN           Management       For       For
                                             D. DUBLON           Management       For       For
                                             V.J. DZAU           Management       For       For
                                             R.L. HUNT           Management       For       For
                                            A. IBARGUEN          Management       For       For
                                           A.C. MARTINEZ         Management       For       For
                                            I.K. NOOYI           Management       For       For
                                           S.S REINEMUND         Management       For       For
                                         S.P. ROCKEFELLER        Management       For       For
                                            J.J. SCHIRO          Management       For       For
                                            F.A. THOMAS          Management       For       For
                                           C.M. TRUDELL          Management       For       For
                                            D. VASELLA           Management       For       For
                                            M.D. WHITE           Management       For       For
   02     APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS  Management       For       For

   03     SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS         Shareholder    Against     For
          (PROXY STATEMENT P. 23)
   04     SHAREHOLDER PROPOSAL - CHARITABLE CONTRIBUTIONS        Shareholder    Against     For
          (PROXY STATEMENT P. 24)


THE ST. PAUL TRAVELERS COMPANIES, IN     STA     ANNUAL MEETING DATE: 05/03/2006

ISSUER: 792860108                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                            JOHN H. DASBURG      Management       For       For
                                          LESLIE B. DISHAROON    Management       For       For
                                            JANET M. DOLAN       Management       For       For
                                         KENNETH M. DUBERSTEIN   Management       For       For
                                            JAY S. FISHMAN       Management       For       For
                                           LAWRENCE G. GRAEV     Management       For       For
                                           THOMAS R. HODGSON     Management       For       For
                                            ROBERT I. LIPP       Management       For       For
                                          BLYTHE J. MCGARVIE     Management       For       For
                                          GLEN D. NELSON, MD     Management       For       For
                                           LAURIE J. THOMSEN     Management       For       For
   02     PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP           Management       For       For
          AS ST. PAUL TRAVELERS  INDEPENDENT REGISTERED
          PUBLIC ACCOUNTING FIRM FOR 2006.
   03     SHAREHOLDER PROPOSAL RELATING TO THE VOTE REQUIRED     Shareholder    Against     For
          TO ELECT DIRECTORS.
   04     SHAREHOLDER PROPOSAL RELATING TO POLITICAL             Shareholder    Against     For
          CONTRIBUTIONS.




Thompson Plumb Growth Fund

COLGATE-PALMOLIVE COMPANY                CL      ANNUAL MEETING DATE: 05/04/2006

ISSUER: 194162103                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                            J.T. CAHILL          Management       For       For
                                            J.K. CONWAY          Management       For       For
                                           E.M. HANCOCK          Management       For       For
                                           D.W. JOHNSON          Management       For       For
                                            R.J. KOGAN           Management       For       For
                                            D.E. LEWIS           Management       For       For
                                              R. MARK            Management       For       For
                                           J.P. REINHARD         Management       For       For
                                          H.B. WENTZ, JR.        Management       For       For
   02     RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP         Management       For       For
          AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   03     APPROVAL OF THE COMPANY S 2007 STOCK PLAN FOR          Management       For       For
          NON-EMPLOYEE DIRECTORS
   04     STOCKHOLDER PROPOSAL ON INDEPENDENT CHAIRMAN           Shareholder    Against     For

   05     STOCKHOLDER PROPOSAL ON EXECUTIVE COMPENSATION         Shareholder    Against     For


IMS HEALTH INCORPORATED                  RX      ANNUAL MEETING DATE: 05/05/2006

ISSUER: 449934108                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For
                                          JOHN P. IMLAY, JR.     Management       For       For
                                         ROBERT J. KAMERSCHEN    Management       For       For
                                          H. EUGENE LOCKHART     Management       For       For
   02     RATIFICATION OF THE APPOINTMENT OF                     Management       For       For
          PRICEWATERHOUSECOOPERS
          LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR 2006.
   03     AMENDMENT AND RESTATEMENT OF THE 1998 IMS HEALTH       Management       For       For
          INCORPORATED EMPLOYEES STOCK INCENTIVE PLAN TO (I)
          INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE,
          (II) PROVIDE THAT SHARES CAN BE USED FOR ALL TYPES OF
          AWARDS, (III) EXTEND THE TERMINATION DATE OF THE
          PLAN, AND (IV) CONFORM THE PLAN TO NEW SECTION 409A
          OF THE INTERNAL REVENUE CODE, AS FULLY DESCRIBED IN
          THE STATEMENT.

   04     APPROVAL OF THE SHAREHOLDER PROPOSAL RELATING          Shareholder    Against     For
          TO SHAREHOLDER RIGHTS PLANS.


BERKSHIRE HATHAWAY INC.                  BRKA    ANNUAL MEETING DATE: 05/08/2006

ISSUER: 084670207                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management     For
                                           WARREN E. BUFFETT     Management     For         For
                                           CHARLES T. MUNGER     Management     For         For
                                           HOWARD G. BUFFETT     Management     For         For
                                           MALCOLM G. CHACE      Management     For         For
                                         WILLIAM H. GATES III    Management     For         For
                                          DAVID S. GOTTESMAN     Management     For         For
                                           CHARLOTTE GUYMAN      Management     For         For
                                           DONALD R. KEOUGH      Management     For         For
                                           THOMAS S. MURPHY      Management     For         For
                                            RONALD L. OLSON      Management     For         For
                                           WALTER SCOTT, JR.     Management     For         For




Thompson Plumb Growth Fund

CINCINNATI FINANCIAL CORPORATION         CINF    ANNUAL MEETING DATE: 05/08/2006

ISSUER: 172062101                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management                 For
                                         WILLIAM F. BAHL, CFA    Management     For         For
                                           JAMES E. BENOSKI      Management     For         For
                                           GRETCHEN W. PRICE     Management     For         For
                                          JOHN J. SCHIFF, JR.    Management     For         For
                                           E. ANTHONY WOODS      Management     For         For
   02     RATIFYING THE SELECTION OF DELOITTE & TOUCHE           Management     For         For
          LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR 2006.
   03     APPROVAL OF THE CINCINNATI FINANCIAL CORPORATION       Management     For         For
          INCENTIVE COMPENSATION PLAN.
   04     APPROVAL OF THE CINCINNATI FINANCIAL CORPORATION       Management     For         For
          2006 STOCK COMPENSATION PLAN.


AMGEN INC.                               AMGN    ANNUAL MEETING DATE: 05/10/2006

ISSUER: 031162100                   ISIN:

SEDOL:



Proposal                                                           Proposal      Vote       For or Against
 Number                          Proposal                            Type        Cast         Management
- --------  -----------------------------------------------------  -----------    -------     --------------
                                                                                
   01     DIRECTOR                                               Management       For

                                        MR. FREDERICK W. GLUCK   Management       For       For
                                          ADM. J. PAUL REASON    Management       For       For
                                          DR. DONALD B. RICE     Management       For       For
                                        MR. LEONARD D SCHAEFFER  Management       For       For
   02     TO RATIFY THE SELECTION OF ERNST & YOUNG LLP           Management       For       For
          AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
          ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2006.
   3A     STOCKHOLDER PROPOSAL #1 (STOCK RETENTION GUIDELINES).  Shareholder    Against     For
   3B     STOCKHOLDER PROPOSAL #2 (EXECUTIVE COMPENSATION).      Shareholder    Against     For
   3C     STOCKHOLDER PROPOSAL #3 (SHAREHOLDER RIGHTS PLANS).    Shareholder    Against     For
   3D     STOCKHOLDER PROPOSAL #4 (ANIMAL WELFARE POLICY).       Shareholder    Against     For
   3E     STOCKHOLDER PROPOSAL #5 (MAJORITY ELECTIONS).          Shareholder    Against     For
   3F     STOCKHOLDER PROPOSAL #6 (CORPORATE POLITICAL           Shareholder    Against     Against
          CONTRIBUTIONS).


FIRST DATA CORPORATION                   FDC     ANNUAL MEETING DATE: 05/10/2006

ISSUER: 319963104                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management     For

                                          DANIEL P. BURNHAM      Management     For         For
                                          JACK M. GREENBERG      Management     For         For
                                          COURTNEY F. JONES      Management     For         For
                                         CHARLES T. RUSSELL      Management     For         For
   02     THE RATIFICATION OF THE ELECTION OF DAVID A.           Management     For         For
          COULTER AS A DIRECTOR.
   03     THE RATIFICATION OF THE ELECTION OF HENRY C.           Management     For         For
          DUQUES AS A DIRECTOR.
   04     THE RATIFICATION OF THE ELECTION OF PETER B.           Management     For         For
          ELLWOOD AS A DIRECTOR.
   05     THE RATIFICATION OF THE SELECTION OF ERNST &           Management     For         For
          YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
          ACCOUNTING FIRM FOR THE COMPANY FOR 2006.




Thompson Plumb Growth Fund

AMERICAN INTERNATIONAL GROUP, INC.       AIG     ANNUAL MEETING DATE: 05/17/2006

ISSUER: 026874107                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   01     DIRECTOR                                               Management     For

                                             PEI-YUAN CHIA       Management     For         For
                                           MARSHALL A. COHEN     Management     For         For
                                          MARTIN S. FELDSTEIN    Management     For         For
                                            ELLEN V. FUTTER      Management     For         For
                                         STEPHEN L. HAMMERMAN    Management     For         For
                                         RICHARD C. HOLBROOKE    Management     For         For
                                          FRED H. LANGHAMMER     Management     For         For
                                         GEORGE L. MILES, JR.    Management     For         For
                                            MORRIS W. OFFIT      Management     For         For
                                           JAMES F. ORR III      Management     For         For
                                          MARTIN J. SULLIVAN     Management     For         For
                                           MICHAEL H. SUTTON     Management     For         For
                                            EDMUND S.W. TSE      Management     For         For
                                         ROBERT B. WILLUMSTAD    Management     For         For
                                             FRANK G. ZARB       Management     For         For
   02     RATIFICATION OF THE SELECTION OF                       Management     For         For
          PRICEWATERHOUSECOOPERS LLP AS AIG S INDEPENDENT
          REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.
   03     ADOPTION OF AN EXECUTIVE INCENTIVE PLAN.               Management     For         For


INTEL CORPORATION                        INTC    ANNUAL MEETING DATE: 05/17/2006

ISSUER: 458140100                   ISIN:

SEDOL:



Proposal                                                          Proposal       Vote       For or Against
 Number                          Proposal                           Type         Cast         Management
- --------  -----------------------------------------------------  ----------     -------     --------------
                                                                                
   1A     ELECTION OF DIRECTOR: CRAIG R. BARRETT                 Management     For         For

   1B     ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY              Management     For         For

   1C     ELECTION OF DIRECTOR: E. JOHN P. BROWNE                Management     For         For

   1D     ELECTION OF DIRECTOR: D. JAMES GUZY                    Management     For         For

   1E     ELECTION OF DIRECTOR: REED E. HUNDT                    Management     For         For

   1F     ELECTION OF DIRECTOR: PAUL S. OTELLINI                 Management     For         For

   1G     ELECTION OF DIRECTOR: JAMES D. PLUMMER                 Management     For         For

   1H     ELECTION OF DIRECTOR: DAVID S. POTTRUCK                Management     For         For

   1I     ELECTION OF DIRECTOR: JANE E. SHAW                     Management     For         For

   1J     ELECTION OF DIRECTOR: JOHN L. THORNTON                 Management     For         For

   1K     ELECTION OF DIRECTOR: DAVID B. YOFFIE                  Management     For         For

   02     AMENDMENT OF THE SECOND RESTATED CERTIFICATE           Management     For         For
          OF INCORPORATION (CERTIFICATE OF INCORPORATION)
          TO REPEAL ARTICLE 10 (THE FAIR PRICE PROVISION)

   03     AMENDMENT OF THE CERTIFICATE OF INCORPORATION          Management     For         For
          TO REPEAL ARTICLE 7 AND ARTICLE 12 (THE
          SUPERMAJORITY VOTE PROVISIONS)
   04     RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG       Management     For         For
          LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM FOR THE CURRENT YEAR
   05     APPROVAL OF THE 2006 EQUITY INCENTIVE PLAN             Management     For         For

   06     APPROVAL OF THE 2006 STOCK PURCHASE PLAN               Management     For         For



Thompson Plumb Growth Fund

AMSURG CORP.                         AMSG        ANNUAL MEETING DATE: 05/18/2006

ISSUER: 03232P405        ISIN:

SEDOL:



Proposal                                                                       Proposal       Vote        For or Against
 Number                              Proposal                                    Type         Cast          Management
- --------    -------------------------------------------------------------     ----------     -------      --------------
                                                                                              
   01       DIRECTOR                                                          Management       For
                                                  THOMAS G. CIGARRAN          Management       For        For
                                                   DEBORA A. GUTHRIE          Management       For        For
                                                BERGEIN F. OVERHOLT, MD       Management       For        For
   02       APPROVAL OF THE AMSURG CORP. 2006 STOCK INCENTIVE                 Management       For        For
            PLAN
   03       RATIFICATION OF THE APPOINTMENT OF DELOITTE &                     Management       For        For
            TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC
            ACCOUNTING FIRM FOR FISCAL 2006


HENRY SCHEIN, INC.                   HSIC        ANNUAL MEETING DATE: 05/18/2006

ISSUER: 806407102        ISIN:

SEDOL:



Proposal                                                                       Proposal       Vote        For or Against
 Number                               Proposal                                   Type         Cast          Management
- --------    -------------------------------------------------------------     ----------     -------      --------------
                                                                                              
   01       DIRECTOR                                                          Management       For
                                                   STANLEY M. BERGMAN         Management       For        For
                                                   GERALD A. BENJAMIN         Management       For        For
                                                  JAMES P. BRESLAWSKI         Management       For        For
                                                     MARK E. MLOTEK           Management       For        For
                                                    STEVEN PALADINO           Management       For        For
                                                    BARRY J. ALPERIN          Management       For        For
                                                       PAUL BRONS             Management       For        For
                                                DR. MARGARET A. HAMBURG       Management       For        For
                                                    DONALD J. KABAT           Management       For        For
                                                   PHILIP A. LASKAWY          Management       For        For
                                                   NORMAN S. MATTHEWS         Management       For        For
                                                    MARVIN H. SCHEIN          Management       For        For
                                                 DR. LOUIS W. SULLIVAN        Management       For        For
   02       PROPOSAL TO RATIFY THE SELECTION OF BDO SEIDMAN,                  Management       For        For
            LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
            FIRM FOR THE FISCAL YEAR ENDING DECEMBER 30, 2006.


TIME WARNER INC.                     TWX         ANNUAL MEETING DATE: 05/19/2006

ISSUER: 887317105        ISIN:

SEDOL:



Proposal                                                                       Proposal       Vote        For or Against
 Number                               Proposal                                   Type         Cast          Management
- --------    -------------------------------------------------------------     -----------    -------      --------------
                                                                                              
   01       DIRECTOR                                                          Management       For

                                                   JAMES L. BARKSDALE         Management       For        For
                                                 STEPHEN F. BOLLENBACH        Management       For        For
                                                   FRANK J. CAUFIELD          Management       For        For
                                                    ROBERT C. CLARK           Management       For        For
                                                   JESSICA P. EINHORN         Management       For        For
                                                      REUBEN MARK             Management       For        For
                                                    MICHAEL A. MILES          Management       For        For
                                                   KENNETH J. NOVACK          Management       For        For
                                                   RICHARD D. PARSONS         Management       For        For
                                                FRANCIS T. VINCENT, JR.       Management       For        For
                                                   DEBORAH C. WRIGHT          Management       For        For
   02       RATIFICATION OF AUDITORS.                                         Management       For        For

   03       APPROVAL OF TIME WARNER INC. 2006 STOCK INCENTIVE                 Management       For        For
            PLAN.
   04       STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY                    Shareholder    Against      For
            VOTE.
   05       STOCKHOLDER PROPOSAL REGARDING SEPARATION OF                      Shareholder    Against      For
            ROLES OF CHAIRMAN AND CEO.
   06       STOCKHOLDER PROPOSAL REGARDING CODE OF VENDOR                     Shareholder    Against      For
            CONDUCT.




Thompson Plumb Growth Fund

KINETIC CONCEPTS, INC.               KCI         ANNUAL MEETING DATE: 05/23/2006

ISSUER: 49460W208        ISIN:

SEDOL:



Proposal                                                                       Proposal       Vote        For or Against
 Number                               Proposal                                   Type         Cast          Management
- --------    -------------------------------------------------------------     -----------    -------      --------------
                                                                                              
   01       DIRECTOR                                                          Management       For
                                                WOODRIN GROSSMAN*             Management       For        For
                                                 N.COLIN LIND**               Management       For        For
                                                C. THOMAS SMITH**             Management       For        For
                                                DONALD E. STEEN**             Management       For        For
   02       TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP                    Management       For        For
            AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE
            FISCAL YEAR ENDING DECEMBER 31, 2006.


FISERV, INC.                         FISV        ANNUAL MEETING DATE: 05/24/2006

ISSUER: 337738108        ISIN:

SEDOL:



Proposal                                                                       Proposal       Vote        For or Against
 Number                               Proposal                                   Type         Cast          Management
- --------    -------------------------------------------------------------     ----------     -------      --------------
                                                                                              
   01       DIRECTOR                                                          Management       For
                                                D.P. KEARNEY *                Management       For        For
                                                J.W. YABUKI *                 Management       For        For
                                                L.W. SEIDMAN **               Management       For        For
   02       RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE                Management       For        For
            LLP AS THE REGISTERED INDEPENDENT PUBLIC ACCOUNTING
            FIRM OF FISERV, INC. FOR 2006.
   03       SHAREHOLDER PROPOSAL REGARDING THE VOTE STANDARD                  Shareholder    Against      For
            FOR DIRECTOR ELECTION.




Thompson Plumb Growth Fund

EXXON MOBIL CORPORATION              XOM         ANNUAL MEETING DATE: 05/31/2006

ISSUER: 30231G102        ISIN:

SEDOL:



Proposal                                                                       Proposal       Vote        For or Against
 Number                               Proposal                                   Type         Cast          Management
- --------    -------------------------------------------------------------     -----------    -------      --------------
                                                                                              
   01       DIRECTOR                                                          Management       For

                                                     M.J. BOSKIN              Management       For        For
                                                     W.W. GEORGE              Management       For        For
                                                    J.R. HOUGHTON             Management       For        For
                                                     W.R. HOWELL              Management       For        For
                                                      R.C. KING               Management       For        For
                                                   P.E. LIPPINCOTT            Management       For        For
                                                  H.A. MCKINNELL, JR.         Management       For        For
                                                     M.C. NELSON              Management       For        For
                                                    S.J. PALMISANO            Management       For        For
                                                     W.V. SHIPLEY             Management       For        For
                                                      J.S. SIMON              Management       For        For
                                                    R.W. TILLERSON            Management       For        For
   02       RATIFICATION OF INDEPENDENT AUDITORS (PAGE 32)                    Management       For        For

   03       CUMULATIVE VOTING (PAGE 34)                                       Shareholder    Against      For

   04       MAJORITY VOTE (PAGE 35)                                           Shareholder    Against      For

   05       INDUSTRY EXPERIENCE (PAGE 37)                                     Shareholder    Against      For

   06       DIRECTOR QUALIFICATIONS (PAGE 38)                                 Shareholder    Against      For

   07       DIRECTOR COMPENSATION (PAGE 40)                                   Shareholder    Against      For

   08       BOARD CHAIRMAN AND CEO (PAGE 41)                                  Shareholder    Against      For

   09       EXECUTIVE COMPENSATION REPORT (PAGE 43)                           Shareholder    Against      For

   10       EXECUTIVE COMPENSATION CRITERIA (PAGE 45)                         Shareholder    Against      For

   11       POLITICAL CONTRIBUTIONS REPORT (PAGE 47)                          Shareholder    Against      For

   12       CORPORATE SPONSORSHIPS REPORT (PAGE 49)                           Shareholder    Against      For

   13       AMENDMENT OF EEO POLICY (PAGE 50)                                 Shareholder    Against      For

   14       BIODIVERSITY IMPACT REPORT (PAGE 52)                              Shareholder    Against      For

   15       COMMUNITY ENVIRONMENTAL IMPACT (PAGE 53)                          Shareholder    Against      For




Thompson Plumb Growth Fund

WAL-MART STORES, INC.                WMT         ANNUAL MEETING DATE: 06/02/2006

ISSUER: 931142103        ISIN:

SEDOL:



Proposal                                                                       Proposal       Vote        For or Against
 Number                               Proposal                                   Type         Cast          Management
- --------    -------------------------------------------------------------     -----------    -------      --------------
                                                                                              
   01       DIRECTOR                                                          Management       For

                                                    AIDA M. ALVAREZ           Management       For        For
                                                    JAMES W. BREYER           Management       For        For
                                                    M. MICHELE BURNS          Management       For        For
                                                   JAMES I. CASH, JR.         Management       For        For
                                                    DOUGLAS N. DAFT           Management       For        For
                                                     DAVID D. GLASS           Management       For        For
                                                  ROLAND A. HERNANDEZ         Management       For        For
                                                   H. LEE SCOTT, JR.          Management       For        For
                                                   JACK C. SHEWMAKER          Management       For        For
                                                     JIM C. WALTON            Management       For        For
                                                    S. ROBSON WALTON          Management       For        For
                                                CHRISTOPHER J. WILLIAMS       Management       For        For
                                                     LINDA S. WOLF            Management       For        For
   02       RATIFICATION OF INDEPENDENT ACCOUNTANTS.                          Management       For        For

   03       A SHAREHOLDER PROPOSAL REGARDING HUMANE POULTRY                   Shareholder      Against    For
            SLAUGHTER
   04       A SHAREHOLDER PROPOSAL REGARDING A POLITICAL                      Shareholder      Against    For
            CONTRIBUTIONS REPORT
   05       A SHAREHOLDER PROPOSAL REGARDING A DIRECTOR ELECTION              Shareholder      Against    For
            MAJORITY VOTE STANDARD
   06       A SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY                 Shareholder      Against    For
            REPORT
   07       A SHAREHOLDER PROPOSAL REGARDING COMPENSATION                     Shareholder      Against    For
            DISPARITY
   08       A SHAREHOLDER PROPOSAL REGARDING AN EQUITY COMPENSATION           Shareholder      Against    For
            GLASS CEILING REPORT


BLYTH, INC.                          BTH         ANNUAL MEETING DATE: 06/07/2006

ISSUER: 09643P108        ISIN:

SEDOL:



Proposal                                                                       Proposal       Vote        For or Against
 Number                               Proposal                                   Type         Cast          Management
- --------    -------------------------------------------------------------     ----------     -------      --------------
                                                                                              
   01       DIRECTOR                                                          Management       For
                                                PAMELA M. GOERGEN             Management       For        For
                                                ROGER A. ANDERSON             Management       For        For
                                                 CAROL J. HOCHMAN             Management       For        For
   02       RATIFICATION OF THE APPOINTMENT OF DELOITTE &                     Management       For        For
            TOUCHE LLP AS INDEPENDENT AUDITORS.


CLARIENT INC.                        CLRT        ANNUAL MEETING DATE: 06/07/2006

ISSUER: 180489106        ISIN:

SEDOL:



Proposal                                                                       Proposal       Vote        For or Against
 Number                               Proposal                                   Type         Cast          Management
- --------    -------------------------------------------------------------     ----------     -------      --------------
                                                                                              
   01       DIRECTOR                                                          Management       For
                                                  RONALD A. ANDREWS           Management       For        For
                                                    PETER J. BONI             Management       For        For
                                                    JAMES A. DATIN            Management       For        For
                                                   STEVEN J. FEDER            Management       For        For
                                                    G. STEVE HAMM             Management       For        For
                                                  IRWIN SCHER, M.D.           Management       For        For
                                                FRANK P. SLATTERY, JR.        Management       For        For
                                                    JON R. WAMPLER            Management       For        For






Thompson Plumb Growth Fund

EBAY INC.                            EBAY        ANNUAL MEETING DATE: 06/13/2006

ISSUER: 278642103        ISIN:

SEDOL:



Proposal                                                                       Proposal       Vote        For or Against
 Number                               Proposal                                   Type         Cast          Management
- --------    -------------------------------------------------------------     ----------     -------      --------------
                                                                                              
   01       DIRECTOR                                                          Management       For
                                                WILLIAM C. FORD, JR.          Management       For        For
                                                   DAWN G. LEPORE             Management       For        For
                                                 PIERRE M. OMIDYAR            Management       For        For
                                                R.T. SCHLOSBERG, III          Management       For        For

    02      TO APPROVE AN AMENDMENT TO OUR 2001 EQUITY INCENTIVE              Management       For        For
            PLAN TO INCREASE BY 30,000,000 THE NUMBER OF
            SHARES OF COMMON STOCK THAT MAY BE ISSUED UNDER
            OUR 2001 EQUITY INCENTIVE PLAN.
    03      TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS                 Management       For        For
            LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL
            YEAR ENDING DECEMBER 31, 2006.


BED BATH & BEYOND INC.               BBBY        ANNUAL MEETING DATE: 06/29/2006

ISSUER: 075896100        ISIN:

SEDOL:



Proposal                                                                       Proposal       Vote        For or Against
 Number                               Proposal                                   Type         Cast          Management
- --------    -------------------------------------------------------------     -----------    -------      --------------
                                                                                              
   01       DIRECTOR                                                          Management       For
                                                STEVEN H. TEMARES             Management       For        For
                                                   KLAUS EPPLER               Management       For        For
                                                   FRAN STOLLER               Management       For        For
   02       RATIFICATION OF THE APPOINTMENT OF KPMG LLP.                      Management       For        For
   03       SHAREHOLDER PROPOSAL; BOARD DIVERSITY REPORT.                     Shareholder     Against     For
   04       SHAREHOLDER PROPOSAL; FOREIGN WORKPLACE MONITORING.               Shareholder     Against     For
   05       SHAREHOLDER PROPOSAL; ENERGY EFFICIENCY REPORT.                   Shareholder     Against     For
   06       AMEND CERTIFICATE OF INCORPORATION; REGARDING                     Management       For        For
            ELECTION OF DIRECTORS.



                                   SIGNATURES

      Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                           THOMPSON PLUMB FUNDS, INC.

                                           By:  /s/ John W. Thompson
                                                ------------------------------
                                                John W. Thompson, Chairman and
                                                Chief Executive Officer

                                           Date: August 18, 2006